Common use of Termination by the Clause in Contracts

Termination by the. Company Without Cause and Termination by Executive for Goof Reason During the Extended Employment Period. Upon an Executive's Date of Termination during the Extended Employment Period by the Company without Cause (other than for non-renewal of the Term of the Employment Agreement) or voluntarily by the Executive for Good Reason, the Term of this Termination Agreement will immediately terminate and all obligations of the Company and Executive under Sections 1 through 5 of this Termination Agreement and under the Employment Agreement will immediately cease; provided, however, that subject to the provisions of Section 13(c) the Company shall pay Executive (or his or her beneficiaries), and Executive (or his or her beneficiaries) shall be entitled to receive, the following: (a) the Company shall pay to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination the aggregate of the following amounts: (i) the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, and (2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, assuming full satisfaction of any performance standards or targets applicable to determining the maximum amount payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve (12) full months or during which the Executive was employed for less than twelve (12) full months), for the most recently completed fiscal year during the Extended Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365; (ii) the amount equal to the product of (1) three and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; (iii) an amount equal to the actuarial equivalent (determined in accordance with Section 5 of the Employment Agreement) of the benefit under the SERP which the Executive would receive assuming for this purpose that the Executive's employment continued for three (3) years after the Date of Termination and assuming that the Executive's compensation in each of the three years is that required by Section 3; (iv) in lieu of any payment in respect of performance shares, or other long term incentive awards (including awards of phantom shares under the EBP) granted prior to the Extension Date or in accordance with Section 4(a), for any performance period not completed at the Executive's Date of Termination, an amount equal to the cash amount payable plus the value of any shares of Common Stock or other property (valued at the Date of Termination) payable upon the achievement of maximum performance (or in the case of phantom shares, target performance under the EBP) in respect of each tranche of such performance shares or awards without proration as if the Date of Termination were the end of the performance period; (v) a cash amount will be paid equal to the value at the Date of Termination of any phantom shares of Common Stock credited to Executive's deferral accounts under deferral arrangements authorized under the Employment Agreement at the Date of Termination, less applicable withholding taxes under Section 14(i) of the Employment Agreement; provided, however, that the Company may instead settle such accounts by directing the Trustee to distribute the assets of the "rabbi trust" and the Company shall be relieved of its obligation under this Employment Agreement and the Termination Agreement to the extent that assets are so distributed. Such amounts shall be paid or distributed as promptly as practicable following such Date of Termination, without regard to any stated period of deferral otherwise remaining in respect of such amounts, and the payment of such amounts shall be deemed to fully settle such accounts; and (vi) to the extent not covered in (i), (ii), (iii), (iv) or (v), all vested, nonforfeitable amounts owing or accrued at the Date of

Termination by the. Company Without Cause and Termination by Executive for Goof Reason During COMPANY WITHOUT CAUSE AND TERMINATION BY THE EXECUTIVE FOR GOOD REASON DURING THE EXTENDED EMPLOYMENT PERIOD. Subject to the Extended Employment Period. Upon an Executive's Date compliance with the non-competition, non-solicitation and confidentiality provisions of Termination the Employment Agreement and subject to the Executive's execution of the General Release and Cooperation Agreement described in the Employment Agreement, upon the Executive's termination during the Extended Employment Period by the Company without Cause "Cause" (other than for non-renewal of the Term of as defined in the Employment Agreement) or voluntarily by the Executive for "Good Reason, the Term of this Termination Agreement will immediately terminate and all obligations of the Company and Executive under Sections 1 through 5 of this Termination Agreement and under " (as defined in the Employment Agreement will immediately cease; providedAgreement), however, that subject to the provisions of Section 13(c) the Company shall pay Executive (or his or her beneficiaries), and Executive (or his or her beneficiaries) shall be entitled obligated to receiveprovide, the following, in lieu of any amounts otherwise payable in Section 7 of the Employment Agreement: (a) the Company shall pay to the Executive in a lump sum in cash within thirty (30) days after following the Date date of Termination termination of employment with the Company the aggregate of the following amounts: (i) the sum unpaid portion of (1) annual base salary at the rate payable, in accordance with the Executive's Annual Base Salary Employment Agreement, at the date of termination of employment with the Company, prorated through the Date such date of Termination to the extent not theretofore paid, and (2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, assuming full satisfaction of any performance standards or targets applicable to determining the maximum amount payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve (12) full months or during which the Executive was employed for less than twelve (12) full months), for the most recently completed fiscal year during the Extended Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365termination; (ii) the an amount equal to the product of (1) three and two (2) the sum of (x) times the Executive's Annual Base Salary and (y) annual base salary at the Highest Annual Bonusrate payable, in accordance with the Executive's Employment Agreement; (iii) an amount equal to the actuarial equivalent two (determined in accordance with Section 5 of the Employment Agreement2) of the benefit under the SERP which the Executive would receive assuming for this purpose that times the Executive's employment continued for three (3) years after the Date of Termination and assuming that the Executive's compensation in each of the three years is that required by Section 3; (iv) in lieu of any payment in respect of performance shares, or other long term incentive awards (including awards of phantom shares target bonus under the EBP) granted prior to the Extension Date or in accordance with Section 4(a), for any performance period not completed at the ExecutiveCompany's Date of Termination, an amount equal to the cash amount payable plus the value of any shares of Common Stock or other property (valued at the Date of Termination) payable upon the achievement of maximum performance (or in the case of phantom shares, target performance under the EBP) in respect of each tranche of such performance shares or awards without proration as if the Date of Termination were the end of the performance period; (v) a cash amount will be paid equal to the value at the Date of Termination of any phantom shares of Common Stock credited to Executive's deferral accounts under deferral arrangements authorized under the Employment Agreement at the Date of Termination, less applicable withholding taxes under Section 14(i) of the Employment Agreement; provided, however, that the Company may instead settle such accounts by directing the Trustee to distribute the assets of the "rabbi trust" and the Company shall be relieved of its obligation under this Employment Agreement and the Termination Agreement to the extent that assets are so distributed. Such amounts shall be paid or distributed as promptly as practicable following such Date of Termination, without regard to any stated period of deferral otherwise remaining in respect of such amounts, and the payment of such amounts shall be deemed to fully settle such accountsbonus program; and (viiv) to the extent not covered otherwise provided in (i), (ii), (iii), (iv) or (v)this Agreement, all vested, nonforfeitable amounts owing or accrued at the date of termination of employment with the Company under any other compensation and benefit plans, programs and agreements in which the Executive participated, will be paid under the terms and conditions of the plans, programs and arrangements (and agreements and documents thereunder) pursuant to which such compensation and benefits were granted; (b) the Executive's benefits under all qualified retirement plans shall be fully vested; and (c) the Executive's medical, dental and vision benefits shall be continued on the same basis as offered to active salaried employees of the Company as of the Extension Date offor two years or until such earlier time as the Executive becomes employed and eligible for comparable or better benefits under a plan of the new employer; and continuation coverage under COBRA shall commence at the end of such two year period. The foregoing shall be in lieu of all salary, bonuses, or incentive or performance based compensation for the remainder of the Extended Employment Period and any severance benefits to which the Executive may otherwise be entitled.

Termination by the. Company Without Cause and Termination by or By the -------------------------------------------------- Executive for Goof Reason During Good Reason. If the Extended Employment Period. Upon an Executive's Date of Termination during employment with the Extended Employment Period Company is ------------------------- terminated by the Company without Cause (other than for non-renewal of the Term of the Employment Agreement) Disability or voluntarily Cause), or by the Executive for Good ReasonReason pursuant to Section 5(d), the Term of this Termination Agreement will immediately terminate and all obligations of then the Company and Executive under Sections 1 through 5 of this Termination Agreement and under the Employment Agreement will immediately cease; provided, however, that subject to the provisions of Section 13(c) the Company shall pay Executive (or his or her beneficiaries), and Executive (or his or her beneficiaries) shall be entitled to receive, the following: (a) the Company shall pay to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination the aggregate of the following amountsshall: (i) the sum within 30 days of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, and (2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, assuming full satisfaction of any performance standards or targets applicable to determining the maximum amount payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve (12) full months or during which the Executive was employed for less than twelve (12) full months), for the most recently completed fiscal year during the Extended Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365; (ii) the amount equal to the product of (1) three and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; (iii) an amount equal to the actuarial equivalent (determined in accordance with Section 5 of the Employment Agreement) of the benefit under the SERP which the Executive would receive assuming for this purpose that the Executive's employment continued for three (3) years after the Date of Termination and assuming that the Executive's compensation in each of the three years is that required by Section 3; (iv) in lieu of any payment in respect of performance shares, or other long term incentive awards (including awards of phantom shares under the EBP) granted prior to the Extension Date or in accordance with Section 4(a), for any performance period not completed at the Executive's Date of Termination, pay the Executive any Base Salary accrued and due the Executive under Section 4(a) through his Date of Termination and any unpaid MIP payment(s) for any previously completed calendar year(s); (ii) (A) if the Executive's Date of Termination occurs within 24 months following a Change of Control, as defined below, within 30 days of the Executive's Date of Termination, pay the Executive an amount equal to the cash amount payable plus the value 150% of any shares his Base Salary in effect as of Common Stock or other property (valued at the his Date of Termination, or (B) payable upon if the achievement Executive's Date of maximum performance Termination does not occur within 24 months following a Change of Control, as defined below, continue to pay the Executive his Base Salary in effect as of his Date of Termination for the 18-month period immediately following his Date of Termination (or until such earlier time that the Executive violates the provisions of Section 8) at the times such payments would otherwise have been made under Section 4(a); (iii) (A) if the Executive's Date of Termination occurs within 24 months following a Change of Control, as defined below, within 30 days of the Executive's Date of Termination, pay the Executive an amount equal to 150% of his then current "Cash Target Amount" under the MIP, or (B) if the Executive's Date of Termination does not occur within 24 months following a Change of Control, as defined below, continue to pay the Executive an annual MIP payment for the 18-month period immediately following his Date of Termination (or until such earlier time that the Executive violates the provisions of Section 8), each such payment in an amount based upon his current "Cash Target Amount" under the MIP, to be paid at the times such payments would otherwise have been made under the MIP; and (iv) provide the Executive for the 18-month period commencing immediately following his Date of Termination (or until such earlier time that the Executive violates the provisions of Section 8), with continued participation (or equivalent benefits if such participation is not legally permissible (cash payments in the case of phantom shares, target performance under the EBPtax-qualified retirement plan benefits)) in respect of each tranche of such performance shares or awards without proration as if the Date of Termination were the end of the performance period; (v) a cash amount will be paid equal employee benefit plans provided to the value at the Date Executive pursuant to Section 4(c) as of Termination of any phantom shares of Common Stock credited to Executive's deferral accounts under deferral arrangements authorized under the Employment Agreement at the his Date of Termination. Other than the foregoing, less applicable withholding taxes under Section 14(i) of the Employment Agreement; provided, however, that the Company may instead settle such accounts by directing the Trustee to distribute the assets of the "rabbi trust" and the Company shall be relieved of its obligation under this Employment Agreement and the Termination Agreement have no further obligations to the extent that assets are so distributed. Such amounts shall be paid or distributed as promptly as practicable following such Date of Termination, without regard to any stated period of deferral otherwise remaining in respect of such amounts, and the payment of such amounts shall be deemed to fully settle such accounts; and (vi) to the extent not covered in (i), (ii), (iii), (iv) or (v), all vested, nonforfeitable amounts owing or accrued at the Date ofExecutive hereunder.

Termination by the. Company Without Cause and Termination by Executive for Goof Reason During the Extended Employment Period. Upon an Executive's Date of Termination during the Extended Employment Period without Cause; by the Company without Cause (other than for non-renewal pursuant to a Notice of the Term of the Employment Agreement) Termination delivered pursuant to paragraph 2 above; or voluntarily by the Executive for Good Reason. In the event of a termination (1) by the Company without Cause; (2) by the Executive for Good Reason; or (3) by the Company pursuant to a Notice of Termination delivered pursuant to paragraph 2 above, the Term of this Termination Agreement will immediately terminate and all obligations of the Company and Executive under Sections 1 through 5 of this Termination Agreement and under the Employment Agreement will immediately cease; provided, however, that subject to the provisions of Section 13(c) the Company shall pay Executive (or his or her beneficiaries), and Executive (or his or her beneficiaries) shall be entitled to receive, the following: (a) the Company shall pay to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination the aggregate of the following amountspayments and benefits, subject to any Offsets: (i) a severance payment (the sum “ Severance Amount”) in an amount equal to the product of one (1) multiplied by the Executive's ’s “Total Remuneration”. The Severance Amount described in this Section 7(b)(i), less applicable withholding of any tax amounts, shall be paid by the Company to the Executive not later than 10 business days after the applicable Date of Termination. (ii) his Annual Base Salary through Discretionary Bonus with respect to the calendar year prior to the Date of Termination, when otherwise payable, but only to the extent not already paid; (iii) eligibility for a pro-rata portion of his Annual Discretionary Bonus with respect to the calendar year in which the Date of Termination occurs, when otherwise payable, (such pro-rata amount to the extent not theretofore paid, and (2) be equal to the product of (xA) the higher amount of (I) the Recent Annual Bonus and (II) the Annual Discretionary Bonus paid or payablefor such calendar year, assuming full satisfaction of any performance standards or targets applicable to determining the maximum amount payable, including any bonus or portion thereof which has been earned but deferred times (and annualized for any fiscal year consisting of less than twelve (12) full months or during which the Executive was employed for less than twelve (12) full months), for the most recently completed fiscal year during the Extended Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (yB) a fraction, (x) the numerator of which is shall be the number of calendar days in the current fiscal commencing January 1 of such year through and ending on the Date of Termination, and (y) the denominator of which is shall equal 365; (iiiv) the amount equal to the product of (1) three and (2) the sum of (x) the Executive's Annual unpaid Base Salary through, and (y) any unpaid reimbursable expenses outstanding as of, the Highest Annual BonusDate of Termination; (iiiv) an amount equal all benefits, if any, that had accrued to the actuarial equivalent Executive through the Date of Termination under the plans and programs described in paragraphs 5(b) and (determined c) above, or any other applicable benefit plans and programs in which the Executive participated as an employee of the Company, in the manner and in accordance with Section 5 the terms of such plans and programs; it being understood that any and all rights that the Employment AgreementExecutive may have to severance payments by the Company shall be determined and solely based on the terms and conditions of this Agreement (without duplication) of and not based on the benefit Company's severance policy then in effect, if any; (vi) continued participation on the same basis in the plans and programs set forth in paragraph 5(b) and to the extent permitted under applicable law, paragraph 5(c) (such benefits collectively called the SERP "Continued Plans") in which the Executive would receive assuming was participating on the Date of Termination (as such Continued Plans are from time to time in effect at the Company) for this purpose that a period to end on the Executive's employment continued for three earlier of (3A) years after the one-year anniversary of the Date of Termination and assuming that (B) the Executive's compensation in each of date on which the three years Executive is that required by Section 3; (iv) in lieu of any payment in respect of performance shares, or other long term incentive awards (including awards of phantom shares eligible to receive coverage and benefits under the EBP) granted prior to the Extension Date or in accordance with Section 4(a), for any performance period not completed at the Executive's Date same type of Termination, an amount equal to the cash amount payable plus the value plan of any shares of Common Stock or other property (valued at the Date of Termination) payable upon the achievement of maximum performance (or in the case of phantom shares, target performance under the EBP) in respect of each tranche of such performance shares or awards without proration as if the Date of Termination were the end of the performance period; (v) a cash amount will be paid equal to the value at the Date of Termination of any phantom shares of Common Stock credited to Executive's deferral accounts under deferral arrangements authorized under the Employment Agreement at the Date of Termination, less applicable withholding taxes under Section 14(i) of the Employment Agreementsubsequent employer; provided, however, if the Executive is precluded from continuing his participation in any Continued Plan, then the Company will be obligated to pay him the economic equivalent of the benefits provided under the Continued Plan in which he is unable to participate, for the period specified above, it being understood that the Company may instead settle economic equivalent of a benefit foregone shall be deemed the lowest cost in the Province of Ontario that would be incurred by the Executive in obtaining such accounts by directing benefit himself on an individual basis; (vii) notwithstanding anything to the Trustee to distribute the assets contrary in any of the "rabbi trust" Existing SAR Agreements, if the Executive is terminated pursuant to this paragraph 7(b), any and the Company shall be relieved of its obligation under this Employment Agreement and the Termination Agreement to the extent that assets are so distributed. Such amounts shall be paid or distributed as promptly as practicable following such Date of Termination, without regard to any stated period of deferral otherwise remaining in respect of such amounts, and the payment of such amounts all unvested Existing SARS shall be deemed to fully settle such accountshave vested immediately prior to the Date of Termination; and (viviii) notwithstanding anything to the extent not covered contrary in any of the Existing SAR Agreements, the Executive will be entitled to exercise all Existing SARs which are vested (or deemed to be vested pursuant to paragraph 7(b)(vii)) as at the time of the Date of Termination under this section 7(b) for a period ending on a date which is the earlier of: (i) three (3) months from the Date of Termination and (ii) the expiration of such Existing SARs. In the event of termination of this Agreement in the circumstances described in this paragraph 7(b), except as expressly provided in this paragraph, the Company shall have no further liability to the Executive or the Executive’s heirs, beneficiaries or estate for damages, compensation, benefits, severance or other amounts of whatever nature, directly or indirectly, arising out of or otherwise related to this Agreement and the Executive’s employment or cessation of employment with the Company, provided that the foregoing shall not apply to any Outstanding Indemnification Obligations. The Executive shall be under no duty to mitigate damages hereunder. The making of any severance payments and providing the other benefits as provided in this paragraph 7(b) is conditioned upon the Executive signing and not revoking a separation agreement in the form attached hereto as Exhibit A (iithe "Separation Agreement"). In the event the Executive breaches any provisions of the Separation Agreement or the provisions of paragraph 8 of this Agreement, in addition to any other remedies at law or in equity available to it, the Company may cease making any further payments and providing the other benefits provided for in this paragraph 7(b), (iii), (iv) without affecting its rights under this Agreement or (v), all vested, nonforfeitable amounts owing or accrued at the Date ofSeparation Agreement.

Termination by the. Company Without Employer for Cause and Voluntary Termination by the Executive. Upon the Executive's termination of employment during the Term (i) by the Employer for Cause or (ii) by the Executive without Good Reason (other than due to the Executive's death or Disability), in which case Executive agrees to deliver to the Board the Notice of Termination at least thirty (30) days prior to termination of employment, all obligations of the Employer under Sections 1 through 5 of this Agreement shall immediately cease; provided, however, the Employer shall pay the Executive, and the Executive shall be entitled to receive, any accrued, unpaid portion of Base Salary through the Date of Termination. In addition, the Executive shall be entitled to any vested, non-forfeitable amounts owing and accrued at the Date of Termination under any long-term incentive compensation and deferred compensation plans in which the Executive theretofore participated, under the terms and conditions of such plans. Amounts which are immediately payable will be paid as promptly as reasonably practicable, but no later than thirty (30) days, after the Executive's Date of Termination. (i) Termination by the Employer without Cause and Termination by the Executive for Goof Reason During the Extended Employment PeriodGood Reason. Upon an the Executive's Date termination of Termination employment during the Extended Employment Period Term either (1) by the Company without Cause (Employer for any reason other than death, Disability, Retirement or for non-renewal of the Term of the Employment AgreementCause, or (2) or voluntarily by the Executive for Good Reason, the Term of this Termination Agreement will immediately terminate and all obligations of the Company Employer and the Executive under Sections 1 through 5 of this Termination Agreement and under the Employment Agreement will shall immediately cease; provided, however, that subject the Employer shall provide to the provisions of Section 13(c) Executive and the Company shall pay Executive (or his or her beneficiaries), and Executive (or his or her beneficiaries) shall be entitled to receive, the following: (aii) the Company shall pay to the Executive in a lump sum in cash within thirty (30) days after the Date payment of Termination the aggregate of the following amounts: (i) the sum of (1A) the Executive's Annual accrued and unpaid Base Salary and accrued vacation through the Date of Termination to the extent not theretofore paid; and (B) one (1) times an amount equal to the highest sum of the Executive's Base Salary plus annual incentive bonus earned, and (2) in each of the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, assuming full satisfaction of any performance standards or targets applicable to determining the maximum amount payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve (12) full months or during which the Executive was employed for less than twelve (12) full months), for the three most recently completed fiscal year during years of the Extended Employment PeriodEmployer, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days provided that in the current fiscal year through event a Change of Control has occurred prior to the Date of Termination, such highest sum shall be multiplied times one and the denominator of which is 365; one-half (ii) the amount equal to the product of (1) three and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus;1 1/2); and (iii) an amount equal the Employer shall continue to provide at its expense the actuarial equivalent (determined benefits described in accordance with Section 5 of the Employment Agreement4(a) of the benefit under the SERP which the Executive would receive assuming for this purpose that the Executive's employment continued for three (3) years after Agreement, as in effect at the Date of Termination to the Executive and assuming that Executive's immediate family for a period of up to eighteen (18) months. The Executive's coverage for the remainder of such eighteen-month period shall not be included in the calculation of the period of coverage to be provided pursuant to any statutory continuation of benefits obligation (such as COBRA). The Executive's right to statutory continuation coverage shall commence on the first day following the end of such eighteen-month period. If such welfare benefit plans and programs do not allow the Executive's compensation in each continued participation, a cash payment shall be made to the Executive equal to the value of the three years is that required by Section 3; (iv) additional benefits the Executive would have received under such benefit programs in lieu of any payment in respect of performance shares, or other long term incentive awards (including awards of phantom shares under which the EBP) granted Executive was participating immediately prior to the Extension Date of Termination. With respect to any payment under the immediately preceding sentence, the value of any insurance-provided benefits shall be based on the premium cost to the Executive, which shall not exceed the highest risk premium charged by a carrier having an investment grade or in accordance with Section 4(a)better credit rating. These benefits shall be reduced by the amount of similar benefits Executive is eligible to receive during such period from or through a subsequent employer, for as determined solely by the Board. For the purposes of enforcing this offset provision, Executive shall notify the Board as to the terms and conditions of any performance period not completed at subsequent employment and the corresponding benefits received pursuant thereto, and shall provide, or cause to provide the Board, correct, complete, and timely information concerning the same. Amounts which are payable above will be paid as promptly as reasonably practicable, but no later than thirty (30) days, after the Executive's Date of Termination, an amount equal provided however, if a Change of Control has not occurred prior to the cash amount payable plus the value of any shares of Common Stock or other property (valued at the Date of Termination) payable upon the achievement of maximum performance (or in the case of phantom shares, target performance under the EBP) in respect of each tranche of such performance shares or awards without proration as if the Date of Termination were the end of the performance period; (v) a cash amount will be paid equal to the value at the Date of Termination of any phantom shares of Common Stock credited to Executive's deferral accounts under deferral arrangements authorized under the Employment Agreement at the Date of Termination, less applicable withholding taxes under Section 14(i) of the Employment Agreement; provided, however, that then the Company may instead settle elect to pay such accounts by directing amounts in twelve (12) equal monthly installments with the Trustee to distribute first such installment being due and payable on the assets first day of the "rabbi trust" and first calendar month following the Date of Termination. If the Company elects to make such payments in installments, the Company shall be relieved secure the entire amount due pursuant to a letter of its obligation under this Employment Agreement and the Termination Agreement to the extent that assets are so distributed. Such amounts shall be paid or distributed as promptly as practicable following such Date of Termination, without regard to any stated period of deferral otherwise remaining in respect of such amounts, and the payment of such amounts shall be deemed to fully settle such accounts; and (vi) to the extent not covered in (i), (ii), (iii), (iv) or (v), all vested, nonforfeitable amounts owing or accrued at the Date ofcredit issued by a bank.

Termination by the. Company Employer Without Cause and Termination by or upon Executive for Goof Reason During the Extended Employment Period. Upon an Executive's Date of Termination during the Extended Employment Period by the Company without Cause (other than for non-renewal of the Term of the Employment Agreement) Disability or voluntarily Death, or by the Executive for Good Reason; Expiration of the Term. In consideration for the Executive’s agreement to the restrictions set forth in Section 8 of this Agreement, in the event of termination of the Executive’s employment with the Employer pursuant to Section 6(b), 6(c), 6(d) or 6(e) above, or otherwise upon expiration of the Term, the Term Employer shall provide to the Executive the following termination benefits (“Termination Benefits”) upon the expiration of this Termination Agreement will immediately terminate and all obligations any applicable Notice Period: (i) payments that provide for the continuation of the Company Executive’s Salary at the rate then in effect pursuant to Section 4(a) for a period of eleven (11) months; (ii) if the Executive is eligible for, and elects to receive, continued coverage for the Executive under Sections 1 through 5 of this Termination Agreement and and, if applicable, the Executive’s eligible dependents under the Employment Agreement will immediately cease; providedCompany’s group health benefits plan(s) in accordance with the Consolidated Omnibus Reconciliation Act of 1985, howeveras amended (“COBRA”), that subject to the provisions of Section 13(c) the Company shall directly pay the provider for eighteen (18) months (or, if less, for the period the Executive is eligible for such COBRA continuation coverage) for the excess of (or his or her beneficiaries), and Executive (or his or her beneficiaries) shall be entitled to receive, the following: (ax) the amount that the Executive is required to pay monthly to maintain such COBRA continuation coverage, over (y) the amount that the Executive would have paid monthly to participate in the Company’s group health benefit plan(s) had the Executive continued to be an employee of the Company, provided, that the Company in addition shall pay to the Executive an amount sufficient to cover any additional taxes to be paid by the Executive on any amounts that are imputed in income in connection with such payment of a lump sum portion of COBRA premiums, and provided, further, that the Company’s payment of a portion of COBRA premiums described in cash within thirty this provision shall terminate earlier as of the date on which the Executive becomes eligible for any health benefits as a result of subsequent employment or service; (30iii) days after payments (prorated over the Date of Termination period described in Section 7(b)(i) above) equal in the aggregate to the greater of (x) fifty percent (50%) of the following amounts: targeted bonus amount that was established by the Board of Directors or Compensation Committee for the Executive for the then-current fiscal year (ithe “Target Bonus Amount”) the sum of or (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, and (2y) the product of (x) the higher of (I) the Recent Annual Target Bonus and Amount multiplied by (II) the Annual Bonus paid or payable, assuming full satisfaction of any performance standards or targets applicable to determining the maximum amount payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve (12) full months or during which the Executive was employed for less than twelve (12) full months), for the most recently completed fiscal year during the Extended Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of for which is equals the number of days months in the then-current fiscal year through the Date of Terminationthat have elapsed, and the denominator of which is 365; (ii) the amount equal to the product of (1) three and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; (iii) an amount equal to the actuarial equivalent (determined in accordance with Section 5 of the Employment Agreement) of the benefit under the SERP which the Executive would receive assuming for this purpose that the Executive's employment continued for three (3) years after the Date of Termination and assuming that the Executive's compensation in each of the three years is that required by Section 3equals 12; (iv) for each year that the Executive has been employed by the Employer (or any predecessor thereto, including but not limited to, TechTarget, Inc.) in lieu any capacity, an additional ten percent (10%) of any payment in respect (x) all then unvested options to purchase shares of performance shares, or other long term incentive awards (including awards of phantom shares under the EBP) Employer’s stock that have been granted prior to the Extension Date Executive shall become immediately, and without further action, exercisable by the Executive and (y) all then unvested restricted stock, restricted stock units and other equity or equity-based awards that have been granted to the Executive shall become immediately, and without further action, vested and shall be delivered to the Executive in accordance with Section 4(a)the Restricted Stock Unit Agreement(s) by and between the Company and the Executive; provided, that, in the event that the foregoing calculation results in the acceleration of less than fifty percent (50%) of the Executive’s then unvested options, restricted stock and restricted stock units and other equity or equity-based awards the portion of the award subject to such acceleration shall be deemed to be increased to equal fifty percent (50%) (utilizing restricted stock units first and then other awards for any performance period not completed at the Executive's Date of Termination, an amount equal to the cash amount payable plus the value of any shares of Common Stock or other property (valued at the Date of Termination) payable upon the achievement of maximum performance (or in the case of phantom shares, target performance under the EBP) in respect of each tranche of such performance shares or awards without proration as if the Date of Termination were the end of the performance period;balance); and (v) a cash amount will be paid equal to if the value at the Date of Termination of any phantom shares of Common Stock credited to Executive's deferral accounts under deferral arrangements authorized under the Employment Agreement at the Date of Termination, less applicable withholding taxes under Section 14(i) ’s employment ceases before payment otherwise is made of the Employment Agreement; providedExecutive’s annual bonus for fiscal year 2024, howeverpayment of the Executive’s annual bonus for fiscal year 2024, that in an amount determined by the Company may instead settle such accounts by directing in good faith consistent with the Trustee to distribute the assets determination of bonus amounts for other senior executives of the "rabbi trust" Company (and the Company shall be relieved of its obligation under this Employment Agreement and the Termination Agreement to the extent that assets are so distributed. Such amounts without reduction for any individual performance factor or factors), which shall be paid or distributed as promptly as practicable following such Date of Termination, without regard to any stated period of deferral otherwise remaining in respect of such amounts, and the payment of such amounts shall be deemed to fully settle such accounts; and (vi) to the extent not covered in (i), (ii), (iii), (iv) or (v), all vested, nonforfeitable amounts owing or accrued a single lump sum at the Date ofsame time annual bonus payments for fiscal year 2024 are paid to senior executives of the Company generally.

Termination by the. Company Without Cause and without Cause; by the Company pursuant to a Notice of Termination delivered pursuant to paragraph 2 above; or by the Executive for Goof Reason During Good Reason. In the Extended Employment Period. Upon an Executive's Date event of Termination during the Extended Employment Period a termination (1) by the Company without Cause Cause; or (other than for non-renewal of the Term of the Employment Agreement2) or voluntarily by the Executive for Good Reason, the Term of this Termination Agreement will immediately terminate and all obligations of the Company and Executive under Sections 1 through 5 of this Termination Agreement and under the Employment Agreement will immediately cease; provided, however, that subject to the provisions of Section 13(c) the Company shall pay Executive (or his or her beneficiaries), and Executive (or his or her beneficiaries) shall be entitled to receive, the following: (a) the Company shall pay to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination the aggregate of the following amountspayments and benefits, subject to any Offsets: (i) a severance payment (the sum “Severance Amount”) in an amount equal to his applicable Base Salary compensation when otherwise payable for a period commencing on the Termination Date and ending on the later to occur of (A) July 1, 2012 or (B) the Executive's end of the six (6) month period immediately following the Termination Date (the "Severance Period"). The Severance Amount described in this Section 7(b)(i), less applicable withholding of any tax amounts, shall be paid by the Company to the Executive not later than 10 business days after the applicable Date of Termination; (ii) his Annual Base Salary through Discretionary Bonus with respect to the calendar year prior to the Date of Termination, when otherwise payable, but only to the extent not already paid; (iii) eligibility for a pro-rata portion of his Annual Discretionary Bonus with respect to the calendar year in which the Date of Termination occurs, when otherwise payable, (such pro-rata amount to the extent not theretofore paid, and (2) be equal to the product of (xA) the higher amount of (I) the Recent Annual Bonus and (II) the Annual Discretionary Bonus paid or payablefor such calendar year, assuming full satisfaction of any performance standards or targets applicable to determining the maximum amount payable, including any bonus or portion thereof which has been earned but deferred times (and annualized for any fiscal year consisting of less than twelve (12) full months or during which the Executive was employed for less than twelve (12) full months), for the most recently completed fiscal year during the Extended Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (yB) a fraction, (x) the numerator of which is shall be the number of calendar days in the current fiscal commencing January 1 of such year through and ending on the Date of Termination, and (y) the denominator of which is shall equal 365; (iiiv) the amount equal to the product of (1) three and (2) the sum of (x) the Executive's Annual unpaid Base Salary through, and (y) any unpaid reimbursable expenses outstanding as of, the Highest Annual BonusDate of Termination; (iiiv) an amount equal all benefits, if any, that had accrued to the actuarial equivalent Executive through the Date of Termination under the plans and programs described in paragraphs 5(b) and (determined c) above, or any other applicable benefit plans and programs in which the Executive participated as an employee of the Company, in the manner and in accordance with Section 5 the terms of such plans and programs; it being understood that any and all rights that the Employment AgreementExecutive may have to severance payments by the Company shall be determined and solely based on the terms and conditions of this Agreement (without duplication) of and not based on the benefit Company's severance policy then in effect, if any; (vi) continued participation on the same basis in the plans and programs set forth in paragraph 5(b) and to the extent permitted under applicable law, paragraph 5(c) (such benefits collectively called the SERP "Continued Plans") in which the Executive would receive assuming was participating on the Date of Termination (as such Continued Plans are from time to time in effect at the Company) for this purpose that a period to end on the Executive's employment continued for three earlier of (3A) years after the six (6) month anniversary of the Date of Termination and assuming that (B) the Executive's compensation in each of date on which the three years Executive is that required by Section 3; (iv) in lieu of any payment in respect of performance shares, or other long term incentive awards (including awards of phantom shares eligible to receive coverage and benefits under the EBP) granted prior to the Extension Date or in accordance with Section 4(a), for any performance period not completed at the Executive's Date same type of Termination, an amount equal to the cash amount payable plus the value plan of any shares of Common Stock or other property (valued at the Date of Termination) payable upon the achievement of maximum performance (or in the case of phantom shares, target performance under the EBP) in respect of each tranche of such performance shares or awards without proration as if the Date of Termination were the end of the performance period; (v) a cash amount will be paid equal to the value at the Date of Termination of any phantom shares of Common Stock credited to Executive's deferral accounts under deferral arrangements authorized under the Employment Agreement at the Date of Termination, less applicable withholding taxes under Section 14(i) of the Employment Agreementsubsequent employer; provided, however, if the Executive is precluded from continuing his participation in any Continued Plan, then the Company will be obligated to pay his the economic equivalent of the benefits provided under the Continued Plan in which he is unable to participate, for the period specified above, it being understood that the economic equivalent of a benefit foregone shall be deemed the lowest cost in New York, N.Y. that would be incurred by the Executive in obtaining such benefit himself on an individual basis. In the event of termination of this Agreement in the circumstances described in this paragraph 7(b), except as expressly provided in this paragraph, the Company shall have no further liability to the Executive or the Executive’s heirs, beneficiaries or estate for damages, compensation, benefits, severance or other amounts of whatever nature, directly or indirectly, arising out of or otherwise related to this Agreement and the Executive’s employment or cessation of employment with the Company, provided that the foregoing shall not apply to any Outstanding Indemnification Obligations. The Executive shall be under no duty to mitigate damages hereunder. The making of any severance payments and providing the other benefits as provided in this paragraph 7(b) is conditioned upon the Executive signing and not revoking a separation agreement in a form reasonably satisfactory to the Company (the "Separation Agreement"). In the event the Executive breaches any provisions of the Separation Agreement or the provisions of paragraph 8 of this Agreement, in addition to any other remedies at law or in equity available to it, the Company may instead settle such accounts by directing cease making any further payments and providing the Trustee to distribute the assets of the "rabbi trust" and the Company shall be relieved of other benefits provided for in this paragraph 7(b), without affecting its obligation rights under this Employment Agreement and or the Termination Agreement to the extent that assets are so distributed. Such amounts shall be paid or distributed as promptly as practicable following such Date of Termination, without regard to any stated period of deferral otherwise remaining in respect of such amounts, and the payment of such amounts shall be deemed to fully settle such accounts; and (vi) to the extent not covered in (i), (ii), (iii), (iv) or (v), all vested, nonforfeitable amounts owing or accrued at the Date ofSeparation Agreement.

Termination by the. Company Without without Cause and Termination or Resignation by Executive for Goof Good Reason During (Other Than in Connection with a Change in Control). (a) The Company will have the Extended Employment Periodright to terminate Executive’s employment with the Company at any time without Cause (as defined below). Upon an Executive's Date Likewise, Executive may resign for Good Reason (as defined below). In the absence of Termination during a Change in Control (as defined below) and in the Extended Employment Period event Executive is terminated by the Company without Cause (other than for non-renewal Cause, but not in the event of the Term of the Employment Agreement) a termination due to death or voluntarily by the Disability under Section 6.4, or Executive resigns for Good ReasonReason (as defined below), then Executive will be entitled to receive the Term of this Termination Agreement will immediately terminate Accrued Obligations (as defined below) and all obligations of the Company and Executive in addition, provided such termination constitutes a “separation from service” (as defined under Sections 1 through 5 of this Termination Agreement and under the Employment Agreement will immediately cease; providedTreasury Regulation Section 1.409A-1(h), howeverwithout regard to any alternative definition thereunder, that subject to the provisions of Section 13(c) the Company shall pay Executive (or his or her beneficiariesa “Separation from Service”), and further provided Executive (or his or her beneficiariescomplies with the obligations in Section 6.1(b) shall below, Executive will also be entitled eligible to receive, the following: (a) the Company shall pay to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination the aggregate of receive the following amounts“Severance Benefits”: (i) the sum of (1) the The Company will pay Executive an amount equal to Executive's Annual ’s then current Base Salary through the Date of Termination to the extent not theretofore paid, and (2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, assuming full satisfaction of any performance standards or targets applicable to determining the maximum amount payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve (12) full months or during which months, less standard withholdings and deductions, paid in installments on the Company’s regular payroll dates. (ii) If Executive was employed for less than is participating in the Company’s group health plans as of the date of termination, and if Executive timely elects continued coverage under COBRA or, if applicable, state continuation coverage laws, the Company will pay the premiums necessary to continue Executive and Executive’s covered dependents’ health insurance coverage in effect on the termination date until the earliest of: (i) twelve (12) full monthsmonths following the termination date; (ii) the date when Executive becomes eligible for health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of continuation coverage premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying premiums pursuant to this Section, the Company will pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the premium it would have paid for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the most recently completed fiscal year during remainder of the Extended Employment COBRA Payment Period. (b) Executive will receive the Severance Benefits pursuant to Section 6.1(a) of this Agreement if: (i) within the timeframe provided by the Company, if any Executive has signed and delivered to the Company a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form presented by the Company (the “Release”), which cannot be revoked in whole or part by such higher amount being date (the date that the Release can no longer be revoked is referred to as the "Highest Annual Bonus") “Release Effective Date”); and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365; (ii) if Executive holds any other positions with the amount Company or any affiliate, including a position on the Board, Executive resigns such position(s) to be effective no later than the date of Executive’s Separation from Service (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Confidential Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in the Release. (c) The Company will not make any payments to Executive with respect to any of the benefits pursuant to Section 6.1(a) prior to the 60th day following Executive’s date of termination. On the 60th day following Executive’s date of termination, and provided that Executive has delivered an effective Release, the Company will make the first payment to Executive under Section 6.1(a)(i) in a lump sum equal to the product aggregate amount of payments that the Company would have paid Executive through such date had the payments commenced on Executive’s date of termination through such 60th day, with the balance of the payments paid thereafter on the schedule described above. (1d) three and For purposes of this Agreement, “Accrued Obligations” are (2i) Executive’s accrued but unpaid salary through the sum date of termination, (xii) any unreimbursed business expenses incurred by Executive payable in accordance with the Executive's Annual Base Salary and (y) the Highest Annual Bonus; Company’s standard expense reimbursement policies, (iii) an amount equal benefits owed to the actuarial equivalent (determined Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with Section 5 applicable law and the provisions of the Employment Agreement) of the benefit under the SERP which the Executive would receive assuming for this purpose that the Executive's employment continued for three (3) years after the Date of Termination such plan, and assuming that the Executive's compensation in each of the three years is that required by Section 3; (iv) in lieu Executive’s accrued but unused vacation through the date of any payment in respect of performance shares, or other long term incentive awards (including awards of phantom shares under the EBP) granted prior to the Extension Date or in accordance with Section 4(a), for any performance period not completed at the Executive's Date of Termination, an amount equal to the cash amount payable plus the value of any shares of Common Stock or other property (valued at the Date of Termination) payable upon the achievement of maximum performance (or in the case of phantom shares, target performance under the EBP) in respect of each tranche of such performance shares or awards without proration as if the Date of Termination were the end of the performance period; (v) a cash amount will be paid equal to the value at the Date of Termination of any phantom shares of Common Stock credited to Executive's deferral accounts under deferral arrangements authorized under the Employment Agreement at the Date of Termination, less applicable withholding taxes under Section 14(i) of the Employment Agreement; provided, however, that the Company may instead settle such accounts by directing the Trustee to distribute the assets of the "rabbi trust" and the Company shall be relieved of its obligation under this Employment Agreement and the Termination Agreement to the extent that assets are so distributed. Such amounts shall be paid or distributed as promptly as practicable following such Date of Termination, without regard to any stated period of deferral otherwise remaining in respect of such amounts, and the payment of such amounts shall be deemed to fully settle such accounts; and (vi) to the extent not covered in (i), (ii), (iii), (iv) or (v), all vested, nonforfeitable amounts owing or accrued at the Date oftermination.

Termination by the. Company Without Cause and without Cause, Termination by Executive the ------------------------------------------------------------ Employee for Goof Reason During Good Reason, or Termination by Agreement of the Extended Employment Period. Upon an Executive------------------------------------------------------------ Parties ------- In the event that the Employee's Date of Termination during the Extended Employment Period employment is terminated by the Company without Cause (other than pursuant to Section 5.3, or by the Employee for non-renewal Good Reason pursuant to Section 5.5, or upon mutual agreement of the Term of the Employment Agreement) or voluntarily by the Executive for Good Reasonparties pursuant to Section 5.6, the Term of this Termination Agreement will immediately terminate and all obligations of the Company and Executive under Sections 1 through 5 of this Termination Agreement and under the Employment Agreement will immediately cease; provided, however, that subject to the provisions of Section 13(c) the Company shall pay Executive (or his or her beneficiaries), and Executive (or his or her beneficiaries) shall be entitled to receive, the following: (a) the Company shall pay to the Executive Employee, in addition to any Accrued Obligations and the bonus amount set forth in Section 4.2, a lump sum payment in cash within thirty (30) days after the Date of Termination the aggregate of the following amounts: (i) the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, and (2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, assuming full satisfaction of any performance standards or targets applicable to determining the maximum amount payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve (12) full months or during which the Executive was employed for less than twelve (12) full months), for the most recently completed fiscal year during the Extended Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365; (ii) the amount equal to the product of (1) three and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; (iii) an amount equal to the actuarial equivalent lesser of (determined i) his annual Base Salary then in accordance with Section 5 effect for eighteen (18) months, or (ii) his annual Base Salary for the period beginning on the date of termination through and including the expiration of the Employment Agreement) of Period set forth in Section 1 as if no termination had occurred. The Employee shall have no obligation to mitigate by seeking other employment and there shall be no offset against amounts due the benefit Employee under the SERP which the Executive would receive assuming for this purpose that the Executive's employment continued for three (3) years after the Date of Termination and assuming that the Executive's compensation in each of the three years is that required by Section 3; (iv) in lieu Agreement on account of any payment in respect of performance sharesremuneration attributable to any subsequent employment he may obtain. In addition, or other long term incentive awards (including awards of phantom shares under the EBP) granted Company shall continue its contributions toward the Company's health and life insurance benefits on the same basis as immediately prior to the Extension Date or in accordance with Section 4(a)date of termination, except as provided below, for any performance the applicable period not completed at outlined above under (i) or (ii). Notwithstanding the Executive's Date of Terminationforegoing, an amount equal to the cash amount payable plus the value of any shares of Common Stock or other property (valued at the Date of Termination) payable upon the achievement of maximum performance (or in the case of phantom shares, target performance under the EBP) in respect of each tranche of such performance shares or awards without proration as if the Date of Termination were the end of the performance period; (v) a cash amount will be paid equal to the value at the Date of Termination of any phantom shares of Common Stock credited to Executive's deferral accounts under deferral arrangements authorized under the Employment Agreement at the Date of Termination, less applicable withholding taxes under Section 14(i) of the Employment Agreement; provided, however, that the Company may instead settle such accounts by directing the Trustee to distribute the assets of the "rabbi trust" and the Company shall not be relieved required to provide any health or life insurance benefit otherwise receivable by the Employee pursuant to this Section 6.2 if the Employee is actually covered by an equivalent benefit (at the same cost to the Employee, if any) from another employer during which continuing benefits are provided pursuant to this Section 6.2. Any such benefit made available to the Employee shall be reported to the Company. The Company shall provide the foregoing severance pay and benefits to the Employee as set forth in this Section 6.2 only upon execution by the Employee of its obligation a release of claims, other than with respect to the Employee's rights under the Indemnification Agreement, with regard to post employment benefits and as a stockholder and option holder, in a form reasonably satisfactory to the Company. If the Employee fails to execute the aforesaid release of claims agreement, the Company shall have no further obligations under this Employment Agreement other than to pay to the Employee the compensation and benefits otherwise payable to him under Section 4 through the last day of his actual employment by the Company and the Termination Agreement to the extent that assets are so distributed. Such amounts shall be paid or distributed as promptly as practicable following such Date of Termination, without regard to any stated period of deferral otherwise remaining in respect of such amounts, and the payment of such amounts shall be deemed to fully settle such accounts; and (vi) to the extent not covered in (i), (ii), (iii), (iv) or (v), all vested, nonforfeitable amounts owing or accrued at the Date ofAccrued Obligations.

Termination by the. Company Without Cause and Termination or by the Executive for Goof Reason During the Extended Employment PeriodFor Good Reason. Upon an the termination of the Executive's Date of Termination during the Extended Employment Period employment by the Company without Cause (other than for non-renewal of the Term of the Employment Agreementpursuant to Section 4(b) hereof or voluntarily by the Executive for Good ReasonReason pursuant to Section 4(c) hereof, the Term of this Termination Agreement will immediately terminate and all obligations of the Company and Executive under Sections 1 through 5 of this Termination Agreement and under the Employment Agreement will immediately cease; provided, however, that subject to the provisions of Section 13(c) the Company shall pay Executive (or his or her beneficiaries), and Executive (or his or her beneficiaries) shall be entitled to receive, the following: (a) the Company shall pay to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination the aggregate of the following amounts: (i) that portion of his Base Salary earned through the Last Day of Employment, (ii) if the Last Day of Employment is on or prior to December 31 2006, an amount (payable in twelve (12) equal monthly installments) equal to Five Hundred Fifty Thousand Dollars ($550,000), or if the Last Day of Employment is subsequent to December 31, 2006, an amount (payable in twenty-four (24) equal monthly installments) equal to the sum of (1A) two (2) times the Executive's Annual Base Salary through and (B) two (2) times the Date average of Termination the awards paid to the extent not theretofore paidExecutive under the STIP in the two (2) fiscal years of the Company ended immediately preceding the Last Day of Employment (but in no event greater than two (2) times the average of the "target" award amounts under the STIP for such two (2) year period), (iii) all amounts that have become fully vested and properly payable on or before the Last Day of Employment under all retirement plans sponsored by the Company in accordance with the provisions of such plans, and (2iv) all other amounts that are properly payable to the product Executive by the Company that have not been paid to him on or before the Last Day of Employment. In addition, all awards granted to the Executive under the STIP and the LTIP that have become fully vested, exercisable or earned on or before the Last Day of Employment shall be distributed or paid to the Executive within, or shall be exercisable by the Executive for, as the case may be, sixty (x60) days following the higher Last Day of Employment, unless expressly provided otherwise in the STIP or the LTIP or in the applicable Award Agreement(s). With respect to the awards granted to the Executive under the STIP and the LTIP that have not become fully vested, exercisable or earned on or before the Last Day of Employment, one-half (1/2) of such awards (but in no event greater than one-half (1/2) of the "target" award amounts under the STIP and the LTIP for the applicable years) shall become vested, exercisable or earned on the day immediately following the Last Day of Employment and shall be distributed or paid to the Executive within, or shall be exercisable by the Executive for, as the case may be, sixty (60) days following the Last Day of Employment, unless expressly provided otherwise in the STIP or the LTIP or in the applicable Award Agreement(s). The remaining one-half (1/2) of such awards shall be forfeited or shall not be exercisable, distributed or paid, as the case may be, as of and following the Last Day of Employment. If the Executive elects to continue coverage under the Company's group health insurance plan for himself and/or his spouse under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended ("COBRA"), the Company shall reimburse the Executive for the premiums paid by the Executive associated with such continued coverage until the earlier of (I) the Recent Annual Bonus and end of the Executive's entitlement to continued coverage under the Company's group health insurance plan under COBRA, or (II) the Annual Bonus paid or payable, assuming full satisfaction of any performance standards or targets applicable to determining the maximum amount payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve (12) full months or during date on which the Executive was employed for less than twelve (12) full months), for the most recently completed fiscal year during the Extended Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) becomes covered by a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365; (ii) the amount equal to the product of (1) three and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; (iii) an amount equal to the actuarial equivalent (determined in accordance with Section 5 of the Employment Agreement) of the benefit under the SERP which the Executive would receive assuming for this purpose that the Executive's employment continued for three (3) years after the Date of Termination and assuming that the Executive's compensation in each of the three years is that required health plan sponsored by Section 3; (iv) in lieu of any payment in respect of performance shares, or other long term incentive awards (including awards of phantom shares under the EBP) granted prior to the Extension Date or in accordance with Section 4(a), for any performance period not completed at the Executive's Date of Termination, an amount equal to the cash amount payable plus the value of any shares of Common Stock or other property (valued at the Date of Termination) payable upon the achievement of maximum performance (or in the case of phantom shares, target performance under the EBP) in respect of each tranche of such performance shares or awards without proration as if the Date of Termination were the end of the performance period; (v) a cash amount will be paid equal to the value at the Date of Termination of any phantom shares of Common Stock credited to Executive's deferral accounts under deferral arrangements authorized under the Employment Agreement at the Date of Termination, less applicable withholding taxes under Section 14(i) of the Employment Agreement; provided, however, that the Company may instead settle such accounts by directing the Trustee to distribute the assets of the "rabbi trust" and the Company shall be relieved of its obligation under this Employment Agreement and the Termination Agreement to the extent that assets are so distributed. Such amounts shall be paid or distributed as promptly as practicable following such Date of Termination, without regard to any stated period of deferral otherwise remaining in respect of such amounts, and the payment of such amounts shall be deemed to fully settle such accounts; and (vi) to the extent not covered in (i), (ii), (iii), (iv) or (v), all vested, nonforfeitable amounts owing or accrued at the Date ofanother employer.

Termination by the. Company Without Cause and Termination by or By the -------------------------------------------------- Executive for Goof Reason During Good Reason. If the Extended Employment Period. Upon an Executive's Date of Termination during employment with the Extended Employment Period Company is ------------------------- terminated by the Company without Cause (other than for non-renewal of the Term of the Employment Agreement) Disability or voluntarily Cause), or by the Executive for Good ReasonReason pursuant to Section 5(d), the Term of this Termination Agreement will immediately terminate and all obligations of then the Company and Executive under Sections 1 through 5 of this Termination Agreement and under the Employment Agreement will immediately cease; provided, however, that subject to the provisions of Section 13(c) the Company shall pay Executive (or his or her beneficiaries), and Executive (or his or her beneficiaries) shall be entitled to receive, the following: (a) the Company shall pay to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination the aggregate of the following amountsshall: (i) the sum within 30 days of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, and (2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, assuming full satisfaction of any performance standards or targets applicable to determining the maximum amount payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve (12) full months or during which the Executive was employed for less than twelve (12) full months), for the most recently completed fiscal year during the Extended Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365; (ii) the amount equal to the product of (1) three and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; (iii) an amount equal to the actuarial equivalent (determined in accordance with Section 5 of the Employment Agreement) of the benefit under the SERP which the Executive would receive assuming for this purpose that the Executive's employment continued for three (3) years after the Date of Termination and assuming that the Executive's compensation in each of the three years is that required by Section 3; (iv) in lieu of any payment in respect of performance shares, or other long term incentive awards (including awards of phantom shares under the EBP) granted prior to the Extension Date or in accordance with Section 4(a), for any performance period not completed at the Executive's Date of Termination, pay the Executive any Base Salary accrued and due to the Executive under Section 4(a) through his Date of Termination and any unpaid MIP payment(s) for any previously completed calendar year(s); (ii) (A) if the Executive's Date of Termination occurs within 24 months following a Change of Control, as defined below, within 30 days of the Executive's Date of Termination, pay the Executive an amount equal to 150% of his Base Salary in effect as of his Date of Termination, or (B) if the Executive's Date of Termination does not occur within 24 months following a Change of Control, as defined below, continue to pay the Executive his Base Salary in effect as of his Date of Termination for the 18-month period immediately following his Date of Termination (or until such earlier time that the Executive violates the provisions of Section 8) at the times such payments would otherwise have been made under Section 4(a); (iii) (A) if the Executive's Date of Termination occurs within 24 months following a Change of Control, as defined below, within 30 days of the Executive's Date of Termination, pay the Executive an amount equal to 150% of his then current "Cash Target Amount" under the MIP, or (B) if the Executive's Date of Termination does not occur within 24 months following a Change of Control, as defined below, continue to pay the Executive an annual MIP payment for the 18-month period immediately following his Date of Termination (or until such earlier time that the Executive violates the provisions of Section 8), each such payment in an amount based upon his current "Cash Target Amount" under the MIP, to be paid at the times such payments would otherwise have been made under the MIP; (iv) provide the Executive for the 18-month period commencing immediately following his Date of Termination (or until such earlier time that the Executive violates the provisions of Section 8), with continued participation (or equivalent benefits if such participation is not legally permissible (cash payments in the case of tax-qualified retirement plan benefits)) in the employee benefit plans provided to the Executive pursuant to Section 4(c) as of his Date of Termination; and (v) solely if the Executive's Date of Termination occurs within 24 months following a Change of Control, as defined below, if the Executive is a participant in the SERP, (A) his SERP benefit shall become fully vested and nonforfeitable, (B) if he had not attained age 55 as of his Date of Termination, he shall be deemed to have attained age 55 for purposes of the early retirement provisions of the SERP, (C) if he had not accumulated 10 years of service under the SERP as of his Date of Termination, he shall be deemed to have 10 years of service for SERP benefit accrual purposes and (D) within 30 days of his Date of Termination, the Company shall pay the Executive an amount equal to the cash amount payable plus "discount rate" as defined in Statement of Financial Accounting Standards No. 87 published by the value of any shares of Common Stock or other property (valued at the Date of Termination) payable upon the achievement of maximum performance (or in the case of phantom sharesFinancial Accounting Standards Board, target performance under the EBP) in respect of each tranche of such performance shares or awards without proration as if the Date of Termination were the end utilized for purposes of the performance period; (v) a cash amount will be paid equal most recent audit disclosure relating to the value at Company's tax-qualified defined benefit pension plan preceding the Date Change of Termination of any phantom shares of Common Stock credited to Executive's deferral accounts under deferral arrangements authorized under Control by the Employment Agreement at the Date of Termination, less applicable withholding taxes under "enrolled actuary" (as defined in Section 14(i7701(a)(35) of the Employment Agreement; providedInternal Revenue Code of 1986, however, that the Company may instead settle such accounts by directing the Trustee to distribute the assets of as amended (the "rabbi trust" and Code")), who signed the Schedule B to the most recent Internal Revenue Service Form 5500 relating to the Company's tax-qualified defined benefit pension plan, filed prior to the Change of Control). Other than the foregoing, the Company shall be relieved of its obligation under this Employment Agreement and the Termination Agreement have no further obligations to the extent that assets are so distributed. Such amounts shall be paid or distributed as promptly as practicable following such Date of Termination, without regard to any stated period of deferral otherwise remaining in respect of such amounts, and the payment of such amounts shall be deemed to fully settle such accounts; and (vi) to the extent not covered in (i), (ii), (iii), (iv) or (v), all vested, nonforfeitable amounts owing or accrued at the Date ofExecutive hereunder.

Termination by the. Company Without Cause and Termination by or By the -------------------------------------------------- Executive for Goof Reason During Good Reason. If the Extended Employment Period. Upon an Executive's Date of Termination during employment with the Extended Employment Period Company is ------------------------- terminated by the Company without Cause (other than for non-renewal of the Term of the Employment Agreement) Disability or voluntarily Cause), or by the Executive for Good ReasonReason pursuant to Section 5(d), the Term of this Termination Agreement will immediately terminate and all obligations of then the Company and Executive under Sections 1 through 5 of this Termination Agreement and under the Employment Agreement will immediately cease; provided, however, that subject to the provisions of Section 13(c) the Company shall pay Executive (or his or her beneficiaries), and Executive (or his or her beneficiaries) shall be entitled to receive, the following: (a) the Company shall pay to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination the aggregate of the following amountsshall: (i) the sum within 30 days of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, and (2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, assuming full satisfaction of any performance standards or targets applicable to determining the maximum amount payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve (12) full months or during which the Executive was employed for less than twelve (12) full months), for the most recently completed fiscal year during the Extended Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365; (ii) the amount equal to the product of (1) three and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; (iii) an amount equal to the actuarial equivalent (determined in accordance with Section 5 of the Employment Agreement) of the benefit under the SERP which the Executive would receive assuming for this purpose that the Executive's employment continued for three (3) years after the Date of Termination and assuming that the Executive's compensation in each of the three years is that required by Section 3; (iv) in lieu of any payment in respect of performance shares, or other long term incentive awards (including awards of phantom shares under the EBP) granted prior to the Extension Date or in accordance with Section 4(a), for any performance period not completed at the Executive's Date of Termination, pay the Executive any Base Salary accrued and due the Executive under Section 4(a) through his Date of Termination and any unpaid MIP payment(s) for any previously completed calendar year(s); 107 (ii) (A) if the Executive's Date of Termination occurs within 24 months following a Change of Control, as defined below, within 30 days of the Executive's Date of Termination, pay the Executive an amount equal to the cash amount payable plus the value 150% of any shares his Base Salary in effect as of Common Stock or other property (valued at the his Date of Termination, or (B) payable upon if the achievement Executive's Date of maximum performance Termination does not occur within 24 months following a Change of Control, as defined below, continue to pay the Executive his Base Salary in effect as of his Date of Termination for the 18-month period immediately following his Date of Termination (or until such earlier time that the Executive violates the provisions of Section 8) at the times such payments would otherwise have been made under Section 4(a); (iii) (A) if the Executive's Date of Termination occurs within 24 months following a Change of Control, as defined below, within 30 days of the Executive's Date of Termination, pay the Executive an amount equal to 150% of his then current "Cash Target Amount" under the MIP, or (B) if the Executive's Date of Termination does not occur within 24 months following a Change of Control, as defined below, continue to pay the Executive an annual MIP payment for the 18-month period immediately following his Date of Termination (or until such earlier time that the Executive violates the provisions of Section 8), each such payment in an amount based upon his current "Cash Target Amount" under the MIP, to be paid at the times such payments would otherwise have been made under the MIP; and (iv) provide the Executive for the 18-month period commencing immediately following his Date of Termination (or until such earlier time that the Executive violates the provisions of Section 8), with continued participation (or equivalent benefits if such participation is not legally permissible (cash payments in the case of phantom shares, target performance under the EBPtax-qualified retirement plan benefits)) in respect of each tranche of such performance shares or awards without proration as if the Date of Termination were the end of the performance period; (v) a cash amount will be paid equal employee benefit plans provided to the value at the Date Executive pursuant to Section 4(c) as of Termination of any phantom shares of Common Stock credited to Executive's deferral accounts under deferral arrangements authorized under the Employment Agreement at the his Date of Termination. Other than the foregoing, less applicable withholding taxes under Section 14(i) of the Employment Agreement; provided, however, that the Company may instead settle such accounts by directing the Trustee to distribute the assets of the "rabbi trust" and the Company shall be relieved of its obligation under this Employment Agreement and the Termination Agreement have no further obligations to the extent that assets are so distributed. Such amounts shall be paid or distributed as promptly as practicable following such Date of Termination, without regard to any stated period of deferral otherwise remaining in respect of such amounts, and the payment of such amounts shall be deemed to fully settle such accounts; and (vi) to the extent not covered in (i), (ii), (iii), (iv) or (v), all vested, nonforfeitable amounts owing or accrued at the Date ofExecutive hereunder.

Termination by the. Company Without Cause and Termination by Executive for Goof Reason During the Extended Employment Period. Upon an Executive's Date Outside of Termination during the Extended Employment Period by the Company without Other Than for Cause (other than for non-renewal of the Term of the Employment Agreement) or voluntarily by the Executive for Good Reason, the Term of this Termination Agreement will immediately terminate and all obligations of the Company and Executive under Sections 1 through 5 of this Termination Agreement and under the Employment Agreement will immediately cease; provided, however, that subject to the provisions of Section 13(c) the Company shall pay Executive (or his or her beneficiaries), and Executive (or his or her beneficiaries) shall be entitled to receive, the following: (a) the Company shall pay to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination the aggregate receive payment of the following amounts:accrued obligations (the “Accrued Obligations”): (i) the sum of Executive’s then current annual base salary (1) or if the Executive's termination is governed by Section 8.2 below, the Annual Base Salary Salary) through the Date of Termination to the extent not theretofore paid, and (2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, assuming full satisfaction of any performance standards or targets applicable to determining the maximum amount payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve (12) full months or during which the Executive was employed for less than twelve (12) full months), for the most recently completed fiscal year during the Extended Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365; (ii) any compensation previously deferred by the amount equal to the product of Executive (1) three and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus;together with accrued interest or earnings thereon, if any); and (iii) an amount equal any accrued vacation pay that would be payable under the Company’s standard policy, in each case to the actuarial equivalent extent not theretofore paid; (determined in accordance with Section 5 of b) have the Employment AgreementCompany pay for twelve (12) of the benefit under the SERP which the Executive would receive assuming for this purpose that the Executive's employment continued for three (3) years months after the Date of Termination or until the Executive qualifies for comparable medical and assuming dental insurance benefits from another employer, whichever occurs first, the Executive’s premiums for health insurance benefit continuation for the Executive and the Executive’s family members, if applicable, that the Executive's compensation in each Company provides to the Executive under the provisions of the three years federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to the extent that the Company would have paid such premiums had the Executive remained employed by the Company (such continued payment is that required by Section 3hereinafter referred to as “ 8.1 COBRA Continuation”); (ivc) salary continuation as severance pay (subject to the limitations set forth in lieu Section 8.6, below) at a rate equal to one (1) times the Executive’s then current base salary for the fiscal year in which the Date of any payment in Termination occurs; (d) have all of Executive’s then outstanding options be deemed amended to extend the post-termination option exercise period during which the Executive can exercise such options to twelve (12) months; and (e) with respect of performance shares, or other long term incentive to all awards (including awards of phantom shares issued under the EBP) granted Company’s equity incentive plans and outstanding immediately prior to the Extension Date or in accordance with Section 4(a), for any performance period not completed at the Executive's Date of TerminationTermination that provide for vesting, an amount equal restriction lapse, meeting of performance goals or meeting of other vesting criteria to be met or achieved solely on the basis of the time over which the Executive remains a service provider to the cash amount payable plus Company, have such awards immediately vest, have their restrictions lapse, and have their performance goals or other vesting criteria achieved at target levels, and other terms and conditions met, as of the value Date of any Termination as if the Executive had remained a service provider for an additional twelve (12) months following the Date of Termination (for example, and for the avoidance of doubt, if the Executive had an option to purchase 48,000 shares of Common Stock or other property (valued that vested at a 1/48th per month rate based on the Date of Termination) payable upon the achievement of maximum performance (or in the case of phantom shares, target performance under the EBP) in respect of each tranche Executive remaining a service provider as of such performance shares or awards without proration dates, and Executive was terminated in a manner that would trigger Executive’s rights under this Section 8.1(e) immediately after the 20th month of vesting of such option, the vesting of such option would accelerate as if of the Date of Termination were the end so that as of the performance period; (v) a cash amount will be paid equal to the value at the Date of Termination the option would be vested with respect to 32,000 shares (20 months of any phantom shares of Common Stock credited to Executive's deferral accounts under deferral arrangements authorized under the Employment Agreement at the Date of Termination, less applicable withholding taxes under Section 14(i) vesting as of the Employment Agreement; provided, however, that the Company may instead settle such accounts by directing the Trustee date of date of termination plus an additional 12 months of vesting acceleration pursuant to distribute the assets of the "rabbi trust" and the Company shall be relieved of its obligation under this Employment Agreement and the Termination Agreement to the extent that assets are so distributed. Such amounts shall be paid or distributed as promptly as practicable following such Date of Termination, without regard to any stated period of deferral otherwise remaining in respect of such amounts, and the payment of such amounts shall be deemed to fully settle such accounts; and (vi) to the extent not covered in (iSection 8.1(e), (ii), (iii), (iv) or (v), all vested, nonforfeitable amounts owing or accrued at the Date of.

Termination by the. Company Without Cause and Termination by Executive for Goof Reason During the Extended Employment PeriodPrior to a Change in Control. Upon an Executive's Date of Termination If, during the Extended Employment Period by the Company without Cause (other than for non-renewal of the Term of the Employment Agreement) or voluntarily by the Executive for Good Reason, the Term of this Termination Agreement will immediately terminate Agreement, Executive’s employment is terminated without Cause during the six (6) month period preceding a Change in Control at the request of a third party purchaser in contemplation of such Change in Control, and all obligations such Change in Control is consummated by such third-party purchaser, upon the closing of the Company such Change in Control, if Executive signs (and Executive under Sections 1 through 5 of this Termination Agreement and under the Employment Agreement will immediately cease; provided, however, that subject to the provisions of Section 13(cdoes not revoke) the Company shall pay release described in Section 13, Executive (or his or her beneficiaries), and Executive (or his or her beneficiaries) shall be entitled to receive, the following: (a) the Company shall pay to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination the aggregate of the following amounts: (i) The Accrued Obligations and the sum Severance Benefit (except the amount of the Severance Benefit shall be increased from one (1) month to thirty-six (36) months), payable in substantially equal periodic installments, in accordance with the Executive's Annual Base Salary Company’s standard payroll practices, with the first installment due during the first payroll period following the expiration of the release revocation period described in Section 13, below. (ii) A pro rata portion of the annual cash bonus Executive would have received pursuant to the then existing Axon Bonus Plan (or any successor plan) had he/she continued employment through the Date end of Termination the calendar year in which Executive’s termination of employment occurs, with such amount paid to Executive at the same time and in the same manner other participants in the Axon Bonus Plan (or any successor plan) receive their bonuses. (iii) To the extent permitted by the then existing equity incentive plan document, any previously awarded (but unvested) stock options, restricted stock units (both time and performance-based), and other forms of equity that may have been previously awarded to Executive shall immediately vest on the date the release becomes effective and, to the extent not theretofore paidpermitted by Section 409A of the Code, and shall become immediately payable and/or exercisable within ten (210) days following the product expiration of the release revocation period. (xiv) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, assuming full satisfaction of any performance standards or targets applicable An additional lump sum cash payment equal to determining the maximum amount payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve (12) full months or during which times the Executive was employed for less than twelve (12) full months), monthly amount that is charged to COBRA qualified beneficiaries for the most recently completed fiscal year during the Extended Employment Period, if any same medical and dental coverage options elected by Executive (such higher amount being referred to as the "Highest Annual Bonus"and his/her dependents) and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365; (ii) the amount equal to the product of (1) three and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; (iii) an amount equal to the actuarial equivalent (determined in accordance with Section 5 of the Employment Agreement) of the benefit under the SERP which the Executive would receive assuming for this purpose that the Executive's employment continued for three (3) years after the Date of Termination and assuming that the Executive's compensation in each of the three years is that required by Section 3; (iv) in lieu of any payment in respect of performance shares, or other long term incentive awards (including awards of phantom shares under the EBP) granted immediately prior to the Extension Date or in accordance termination date, with Section 4(a), for any performance period not completed at the Executive's Date of Termination, an amount equal to the cash such amount payable plus during the value of any shares of Common Stock or other property (valued at first payroll period following the Date of Termination) payable upon the achievement of maximum performance (or in the case of phantom shares, target performance under the EBP) in respect of each tranche of such performance shares or awards without proration as if the Date of Termination were the end expiration of the performance period; (v) a cash amount will be paid equal to the value at the Date of Termination of any phantom shares of Common Stock credited to Executive's deferral accounts under deferral arrangements authorized under the Employment Agreement at the Date of Termination, less applicable withholding taxes under release revocation period described in Section 14(i) of the Employment Agreement; provided, however, that the Company may instead settle such accounts by directing the Trustee to distribute the assets of the "rabbi trust" and the Company shall be relieved of its obligation under this Employment Agreement and the Termination Agreement to the extent that assets are so distributed. Such amounts shall be paid or distributed as promptly as practicable following such Date of Termination, without regard to any stated period of deferral otherwise remaining in respect of such amounts, and the payment of such amounts shall be deemed to fully settle such accounts; and (vi) to the extent not covered in (i), (ii), (iii), (iv) or (v), all vested, nonforfeitable amounts owing or accrued at the Date of13.

Termination by the. Company Without Other Than for Cause and Termination or by Executive the Employee for Goof Good Reason During the Extended Employment Period. Upon an Executive's Date of Termination If during the Extended Employment Period by the Company without Cause (terminates the Employee's employment other than for non-renewal of Cause or the Term of the Employment Agreement) or voluntarily by the Executive Employee terminates his employment for Good Reason, the Term of this Termination Agreement will immediately terminate and all obligations of the Company and Executive under Sections 1 through 5 of this Termination Agreement and under the Employment Agreement will immediately cease; provided, however, that subject to the provisions of Section 13(c) the Company shall pay Executive (or his or her beneficiaries), and Executive (or his or her beneficiaries) Employee shall be entitled to receive, the following, less any amounts required by applicable law to be withheld by the Company: (a) the Company shall pay to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination the aggregate receive payment of the following amounts:accrued obligations (the "Accrued Obligations"): (i) the sum of (1) the ExecutiveEmployee's Annual Base Salary Salary, bonus and any accrued commissions through the Date of Termination to the extent not theretofore paid; and (ii) any compensation previously deferred by the Employee (together with accrued interest or earnings thereon, if any) and any accrued vacation pay which would be payable under the Company's standard policy, in each case to the extent not theretofore paid; (2b) an amount as severance pay equal to one-half of Employee's Annual Base Salary for the product fiscal year in which the Date of (x) the higher of (I) the Recent Annual Bonus Termination occurs; provided, that such payment shall be in full and (II) the Annual Bonus paid or payable, assuming full final satisfaction of any performance standards claim of the Employee against the Company arising out of the officer's employment by the Company or targets applicable the termination of such employment; (c) immediate vesting and exercisability of all options to determining purchase securities of the maximum amount payableCompany or its successors held by the Employee, including but not limited to the Employee Options; and (d) to the extent that the Employee regularly receives commission payments as part of his or her compensation, to receive commissions (at rates determined in good faith and consistent with past practices) with respect to any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting sales completed by the Company during the six months immediately following the Date of less than twelve (12) full months or during Termination to accounts as to which the Executive was employed for less than twelve (12) full months), for the most recently completed fiscal year Employee had responsibility during the Extended Employment Period, if any (such higher amount being referred twelve months prior to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365; (ii) the amount equal to the product of (1) three and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; (iii) an amount equal to the actuarial equivalent (determined in accordance with Section 5 of the Employment Agreement) of the benefit under the SERP which the Executive would receive assuming for this purpose that the Executive's employment continued for three (3) years after the Date of Termination and assuming that the Executive's compensation in each of the three years is that required by Section 3; (iv) in lieu of any payment in respect of performance shares, or other long term incentive awards (including awards of phantom shares under the EBP) granted prior to the Extension Date or in accordance with Section 4(a), for any performance period not completed at the Executive's Date of Termination, an amount equal to the cash amount payable plus the value of any shares of Common Stock or other property (valued at the Date of Termination) payable upon the achievement of maximum performance (or in the case of phantom shares, target performance under the EBP) in respect of each tranche of such performance shares or awards without proration as if the Date of Termination were the end of the performance period; (v) a cash amount will be paid equal to the value at the Date of Termination of any phantom shares of Common Stock credited to Executive's deferral accounts under deferral arrangements authorized under the Employment Agreement at the Date of Termination, less applicable withholding taxes under Section 14(i) of the Employment Agreement; provided, however, that the Company may instead settle such accounts by directing the Trustee to distribute the assets of the "rabbi trust" and the Company shall be relieved of its obligation under this Employment Agreement and the Termination Agreement to the extent that assets are so distributed. Such amounts shall be paid or distributed as promptly as practicable following such Date of Termination, without regard to any stated period of deferral otherwise remaining in respect of such amounts, and the payment of such amounts shall be deemed to fully settle such accounts; and (vi) to the extent not covered in (i), (ii), (iii), (iv) or (v), all vested, nonforfeitable amounts owing or accrued at the Date of.

Termination by the. Company Without Cause and Termination by Executive for Goof Reason During the Extended Employment Period. Upon an Executive's Date of Termination during the Extended Employment Period by the Company without Cause (other than for non-renewal of the Term of the Employment Agreement) or voluntarily resignation by the Executive for Good Reason, the Term of this Termination Agreement will immediately terminate and all obligations of the Company and Executive under Sections 1 through 5 of this Termination Agreement and under the Employment Agreement will immediately cease; provided, however, that subject to the provisions of Section 13(c) the Company shall pay Executive Reason (or his or her beneficiariesnot in connection with a Change in Control), and Executive (or his or her beneficiaries) shall be entitled to receive, the following: (a) the The Company shall will pay to the Executive in monthly instalments, subject to such deductions as the Company is required by law to make, a lump sum fully taxable cash payment equal to the coverage premium for the Executive (and the Executive’s covered dependents, as applicable) health insurance coverage in cash within thirty (30) days after effect on the Termination Date of Termination and/or provide the aggregate of Executive with continued access to the following amounts: (i) Company’s health insurance scheme until the sum of earliest of: (1) the Executive's Annual Base Salary through twelve (12) month anniversary of the Date date on which notice to terminate the Employment is given in accordance with the terms of Termination to the extent not theretofore paid, and this Agreement or; (2) the product date when the Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; and (b) The Company will pay the Executive an amount equal to the prorated portion of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, assuming full satisfaction of any performance standards or targets applicable to determining for the maximum amount payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal calendar year consisting of less than twelve (12) full months or during in which the Executive was employed Termination Date occurs (calculated using the Target Bonus for less than twelve (12) full months), for the most recently completed fiscal year during the Extended Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in that calendar year that have passed prior to the current fiscal year through Termination Date) (the Date of Termination, “Pro-Rated Bonus”). The Pro-Rated Bonus will be subject to standard deductions and withholdings and will be paid in a lump sum on or before the denominator of which is 36560th day following the Termination Date; (iic) the amount equal The Company will make a lump sum cash payment to the product of (1) three and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; (iii) Executive in an amount equal to any earned but unpaid Annual Bonus for the actuarial equivalent (determined year immediately preceding the year in accordance with Section 5 of the Employment Agreement) of the benefit under the SERP which the Executive would receive assuming Executive’s employment terminates, such payment to be made no later than the normal payment date for this purpose that the Executive's employment continued for three (3) years after the Date of Termination and assuming that the Executive's compensation in each of the three years is that required by Section 3; (iv) in lieu of any payment in respect of performance shares, or other long term incentive awards (including awards of phantom shares under the EBP) granted prior to the Extension Date or in accordance with Section 4(a), for any performance period not completed at the Executive's Date of Termination, an amount equal to the cash amount payable plus the value of any shares of Common Stock or other property (valued at the Date of Termination) payable upon the achievement of maximum performance (or in the case of phantom shares, target performance under the EBP) in respect of each tranche of such performance shares or awards without proration as if the Date of Termination were the end of the performance period; (v) a cash amount will be paid equal to the value at the Date of Termination of any phantom shares of Common Stock credited to Executive's deferral accounts under deferral arrangements authorized under the Employment Agreement at the Date of Termination, less applicable withholding taxes under Section 14(i) of the Employment Agreement; provided, however, that the Company may instead settle such accounts by directing the Trustee to distribute the assets of the "rabbi trust" and the Company shall be relieved of its obligation under this Employment Agreement and the Termination Agreement to the extent that assets are so distributed. Such amounts shall be paid or distributed as promptly as practicable following such Date of Termination, without regard to any stated period of deferral otherwise remaining in respect of such amounts, and the payment of such amounts shall be deemed to fully settle such accountsAnnual Bonus; and (vid) Effective as of the Termination Date, the vesting and exercisability of all outstanding equity awards covering the Parent’s ordinary shares that are held by the Executive immediately prior to the extent Termination Date shall be accelerated such that Executive shall be treated, for vesting purposes, as if he had vested pro rata until the Termination Date or, if later, the date on which his employment would have terminated had he not covered been paid a PXXXX (save that such equity awards shall not vest as to more than 100 per cent.). The Non-CIC Severance Benefits provided to the Executive pursuant to this clause 17.5 are in (i)lieu of, (ii)and not in addition to, (iii)any benefits to which the Executive may otherwise be entitled under any Company severance plan, (iv) policy, or (v)program. Any damages caused by the termination of the Executive’s employment without Cause outside the Change in Control Measurement Period would be difficult to ascertain; therefore, all vestedthe Non-CIC Severance Benefits for which the Executive is eligible pursuant to this clause 17.5 in exchange for the Settlement Agreement are agreed to by the parties as liquidated damages, nonforfeitable amounts owing or accrued at the Date ofto serve as full compensation, and not a penalty.

Termination by the. Company Without Cause and in Default of Agreement; Company's ------------------------------------------------------------- Refusal to Extend without Cause; Termination by Executive for Goof Reason During the Extended of Employment Period. Upon an Executive's Date of Termination during the Extended Employment Period by the Company without Cause (other than for non-renewal of the Term of the Employment Agreement) or voluntarily by the Executive for ------------------------------------------------------------------------------- Good Reason. If (i) Executive's employment with the Company is terminated by ----------- the Company for any reason other than the Executive's death or Disability, and other than for Cause, or (ii) the Company elects not to extend the Employment Term pursuant to Section 1 hereof other than for Cause, or (iii) the Executive terminates employment with the Company for Good Reason, the Term of this Termination Agreement will immediately terminate and all obligations of the Company and Executive under Sections 1 through 5 of this Termination Agreement and under or elects not to extend the Employment Agreement will immediately cease; providedTerm pursuant to Section 1 hereof for Good Reason, however, that subject to the provisions of Section 13(c) then the Company shall pay Executive (or his or her beneficiaries), and Executive (or his or her beneficiaries) shall be entitled to receive, the followingprovide Executive: (a) the Company shall pay to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination the aggregate of the following amounts: (i) the sum of (1) the Executive's Annual Base Salary Salary, unused vacation entitlement and car allowance through the Date of Termination to the extent (if not theretofore already paid, and (2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, assuming full satisfaction of any performance standards or targets applicable to determining the maximum amount payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve (12) full months or during which the Executive was employed for less than twelve (12) full months), for the most recently completed fiscal year during the Extended Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365;; plus (ii) the amount equal to the product of (1) three and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; (iiib) an amount equal to the actuarial equivalent cash payment described in Section I of Exhibit A attached hereto and made a part hereof; plus (determined c) the benefits described in accordance with Section 5 Sections II through IV of the Employment AgreementExhibit A. The amounts payable under subsections (a) and (b) of the benefit under the SERP which the this Section 5.3 shall be paid to Executive would receive assuming for this purpose that the Executiveby cashier's employment continued for three check within five (35) years business days after the his Date of Termination Termination. The payments and assuming that benefits paid and provided pursuant to this Section 5.3 (the Executive's compensation in each of the three years is that required by Section 3; (iv"Default Payments") shall be in lieu of any payment all other compensation and benefits payable to Executive under this Agreement, and as liquidated damages and in respect of performance shares, or other long term incentive awards (including awards of phantom shares under the EBP) granted prior to the Extension Date or in accordance with Section 4(a), for any performance period not completed at the Executive's Date of Termination, an amount equal to the cash amount payable plus the value full settlement of any shares of Common Stock or other property (valued at and all claims by Executive against the Date of Termination) payable upon the achievement of maximum performance (or in the case of phantom shares, target performance under the EBP) in respect of each tranche of such performance shares or awards without proration Company as if the Date of Termination were the end a result of the performance period; (v) a cash amount will be paid equal to the value at the Date Company's breach of Termination of any phantom shares of Common Stock credited to Executive's deferral accounts under deferral arrangements authorized under the Employment Agreement at the Date of Termination, less applicable withholding taxes under Section 14(i) of the Employment this Agreement; providedexcept that, however, that the Company may instead settle such accounts by directing the Trustee to distribute the assets of the "rabbi trust" and the Company shall be relieved of its obligation under this Employment Agreement and the Termination Agreement to the extent that assets are so distributedthe Company's insurance, stock option and other benefit plans provide certain rights and benefits after an employee's termination, Executive shall continue to receive such rights and benefits in accordance with the terms of such plans. Such amounts shall be paid or distributed as promptly as practicable following such Date of Termination, without regard to any stated period of deferral otherwise remaining in respect of such amounts, and the payment of such amounts shall be deemed to fully settle such accounts; and (vi) to the extent not covered in Default Payments: (i), ) are not contingent on the occurrence of any change in the ownership or effective control of the Company; (ii), ) are not intended as a penalty; and (iii)) are intended to compensate Executive for his damages incurred by reason of the Company's breach of this Agreement, (iv) or (v), all vested, nonforfeitable amounts owing or accrued at the Date ofwhich damages are difficult to ascertain.