Common use of Termination Date Clause in Contracts

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(b) and Section 17(a) hereof, the term “Termination Date” means (i) if the Executive’s employment is terminated by the Executive’s death, then the date of death; (ii) if the Executive’s employment is terminated by reason of voluntary early retirement, as agreed in writing by the Company and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if the Executive’s employment is terminated by reason of disability pursuant to Section 12 hereof, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and (v) if the Executive’s employment is terminated by the Company (other than by reason of disability pursuant to Section 12 hereof) or by the Executive for Good Reason, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by the Company for Cause pursuant to Section 1(d)(iii) of this Agreement and if the Executive has substantially cured the conduct constituting such Cause as described by the Company in its Notice of Termination within such thirty (30) day or shorter period, then the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date of the Executive’s termination of employment from the Company.

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(bThe Executive’s Termination Date shall be: (a) and Section 17(a) hereof, the term “Termination Date” means (i) if If the Executive’s employment is terminated by hereunder terminates on account of the Executive’s death, then the date of the Executive’s death; ; (iib) if If the Executive’s employment hereunder is terminated by reason on account of voluntary early retirementthe Executive’s Disability, as agreed in writing by the date that it is determined that the Executive has a Disability; (c) If the Company and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if terminates the Executive’s employment is terminated by reason of disability pursuant to Section 12 hereofhereunder for Cause, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and delivered to the Executive; (vd) if If the Company terminates the Executive’s employment is terminated by hereunder without Cause, the Company date specified in the Notice of Termination, which shall be no less than fifteen (other than by reason of disability pursuant to Section 12 hereof) or by the Executive for Good Reason, then the earlier of thirty (3015) days after following the date on which the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by delivered; provided that, the Company for Cause pursuant shall have the option to Section 1(d)(iii) of this Agreement and if provide the Executive has substantially cured the conduct constituting with a lump sum payment equal to fifteen (15) days’ Base Salary in lieu of such Cause as described by the Company notice, which shall be paid in its Notice of Termination within such thirty (30) day or shorter period, then a lump sum on the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out and for all purposes of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereofthis Agreement, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date on which such Notice of Termination is delivered; (e) If the Executive terminates his employment hereunder with or without Good Reason, the date specified in the Executive’s termination Notice of employment from Termination, which shall be no less than fifteen (15) days following the date on which the Notice of Termination is delivered; provided that, the Company may waive all or any part of the fifteen (15) day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company.; and (f) If the Executive’s employment hereunder terminates because either party provides notice of non-renewal pursuant to Section 1, the Renewal Date immediately following the date on which the applicable party delivers notice of non-renewal. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(bThe Executive’s Termination Date shall be: (a) and Section 17(a) hereof, the term “Termination Date” means (i) if If the Executive’s employment is terminated by hereunder terminates on account of the Executive’s death, then the date of the Executive’s death; ; (iib) if If the Executive’s employment hereunder is terminated by reason on account of voluntary early retirement, as agreed in writing by the Company and the Executive’s Disability, then the date of such early retirement which that it is set forth in such written agreement; determined that the Executive has a Disability; (iiic) if If the Corporation terminates the Executive’s employment is terminated by reason of disability pursuant to Section 12 hereofhereunder for Cause, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and delivered to the Executive; (vd) if If the Corporation terminates the Executive’s employment is terminated by hereunder without Cause, the Company (other date specified in the Notice of Termination, which shall be no less than by reason of disability pursuant to Section 12 hereof) or by 30 calendar days following the Executive for Good Reason, then the earlier of thirty (30) days after date on which the Notice of Termination is given or one day prior delivered; provided that, the Corporation shall have the option to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by the Company for Cause pursuant to Section 1(d)(iii) of this Agreement and if provide the Executive has substantially cured the conduct constituting with a lump sum payment equal to 30 calendar days’ Base Salary in lieu of such Cause as described by the Company notice, which shall be paid in its Notice of Termination within such thirty (30) day or shorter period, then a lump sum on the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out and for all purposes of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereofthis Agreement, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date on which such Notice of Termination is delivered; and (e) If the Executive terminates his employment hereunder with or without Good Reason, the date specified in the Executive’s termination Notice of employment Termination, which shall be no less than 30 calendar days following the date on which the Notice of Termination is delivered. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a Separation from Service within the Company.meaning of Section 409A.

Termination Date. For purposes of this Agreement, except Except as otherwise provided in Section 2(b), Section 10(b) ), and Section 17(a) hereof), the term “Termination Date” means (i) if the Executive’s employment Termination of Employment is terminated by the Executive’s death, then the date of death; (ii) if the Executive’s employment Termination of Employment is terminated by reason of voluntary early retirement, as agreed in writing by the Company Employer and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if the Executive’s employment Termination of Employment for purposes of this Agreement is terminated by reason of disability pursuant to Section 12 hereof12, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment Termination of Employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and (v) if the Executive’s employment Termination of Employment is terminated by the Company Employer (other than by reason of disability pursuant to Section 12 hereof12) or by the Executive for Good Reason, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by the Company for Cause pursuant to Section 1(d)(iii1(f)(iii) of this Agreement and if the Executive has substantially cured the conduct constituting such Cause as described by the Company Employer in its Notice of Termination within such thirty (30) thirty-day or shorter period, then the Executive’s employment hereunder shall continue as if the Company Employer had not delivered its Notice of Termination and there shall be no Termination Date arising out of such NoticeTermination. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith Employer notifies the Executive that a dispute exists concerning such attempted the termination within the fifteen (15)-day fifteen-day period following receipt thereof, then the Executive may elect to continue his or her employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier earliest of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof22, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and Section 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (DC) Except as provided in Paragraphs (B) and (C) aboveSection 1(n)(B), if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day appropriate period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and the Termination Date shall be the earlier of the date fifteen days after the Notice of Termination is given or one day prior to the end of the Employment Period and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date of the Executive’s termination of employment from the Company.

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(b) and Section 17(a) hereof, the term The Executive’s “Termination Date” means (i) if shall be: 1. If the Executive’s employment is terminated by hereunder terminates on account of the Executive’s death, then the date of the Executive’s death; (ii) if ; 2. If the Executive’s employment hereunder is terminated by reason of voluntary early retirementfollowing the Executive’s Disability, as agreed in writing the date that it is determined by the Company and Committee that the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if Executive has terminated employment following a Disability; 3. If the Executive’s employment hereunder is terminated by reason of disability pursuant to Section 12 hereoffor Cause, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and (v) if delivered to the Executive; 4. If Executive’s employment hereunder is terminated by without Cause, the Company (other date specified in the Notice of Termination, which shall be no less than by reason of disability pursuant to Section 12 hereof) or by the Executive for Good Reason, then the earlier of thirty (30) days after following the date on which the Notice of Termination is given or one day prior delivered; provided that, the Companies shall have the option to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by the Company for Cause pursuant to Section 1(d)(iii) of this Agreement and if instruct the Executive has substantially cured not to perform any further work after receiving the conduct constituting such Cause as described by the Company in its Notice of Termination within such thirty (30) day or shorter period, then but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination); 5. If the Executive terminates the Executive’s employment hereunder shall continue as if without Good Reason, the Company had not delivered its date specified in the Executive’s Notice of Termination and there Termination, which shall be no Termination Date arising out of such Notice. less than thirty (B30) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period days following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute Notice of Termination is finally determineddelivered; provided that, either (x) by mutual written agreement the Companies may waive all or any part of the parties or thirty (y) in accordance with Section 22 hereof30)-day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date of determined by the Company; and 6. If the Executive terminates the Executive’s termination employment hereunder with Good Reason, the date the Executive’s Notice of employment from Termination is delivered to the Company.. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. For purposes of this Agreement, except Except as otherwise provided in Section 2(b), Section 10(b) ), and Section 17(a) hereof), the term “Termination Date” means (i) if the Executive’s employment Termination of Employment is terminated by the Executive’s death, then the date of death; (ii) if the Executive’s employment Termination of Employment is terminated by reason of voluntary early retirement, as agreed in writing by the Company Employer and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if the Executive’s employment is terminated Termination of Employment is, for purposes of this Agreement, by reason of disability pursuant to Section 12 hereof12, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment Termination of Employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and (v) if the Executive’s employment Termination of Employment is terminated by the Company Employer (other than by reason of disability pursuant to Section 12 hereof12) or by the Executive for Good Reason, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by the Company for Cause pursuant to Section 1(d)(iii1(f)(iii) of this Agreement and if the Executive has substantially cured the conduct constituting such Cause as described by the Company Employer in its Notice of Termination within such thirty (30) -day or shorter period, then the Executive’s employment hereunder shall continue as if the Company Employer had not delivered its Notice of Termination and there shall be no Termination Date arising out of such NoticeTermination. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith Employer notifies the Executive that a dispute exists concerning such attempted the termination within the fifteen (15)-day 15-day period following receipt thereof, then the Executive may elect to continue his or her employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier earliest of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof22, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and Section 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if If the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day appropriate period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and the Termination Date shall be the earlier of the date 15 days after the Notice of Termination is given or one day prior to the end of the Employment Period and (2) if delivered by the CompanyEmployer, the Company Employer will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date of the Executive’s termination of employment from the Company.

Termination Date. For purposes of this Agreement, except Except as otherwise provided in Section 10(b) 9(b), Section 12 and Section 17(a) hereof16(a), the term “Termination Date” means (i) if the Executive’s employment is terminated by the Executive’s death, then the date of death; (ii) if the Executive’s employment is terminated by reason of voluntary early retirement, as agreed in writing by the Company and the Executive, then the date of such early retirement which that is set forth in such written agreement; (iii) if the Executive’s employment is terminated for purposes of this Agreement by reason of disability pursuant to Section 12 hereof11, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Periodgiven; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason)) or by the Company for Cause, then the date the Notice of Termination is given; and (v) if the Executive’s employment is terminated by the Company (other than for Cause or by reason of disability pursuant to Section 12 hereof11) or by the Executive for Good Reason, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Periodgiven. Notwithstanding the foregoing, (A) If termination is by the Company for Cause pursuant to Section 1(d)(iii) of this Agreement and if the Executive has substantially cured the conduct constituting such Cause as described by the Company shall in its Notice of Termination within such thirty (30) day or shorter period, then the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (B) If the Company shall good faith give a Notice of Termination for Cause or by reason of disability Good Reason and the Executive in good faith Company notifies the Company Executive that a dispute exists concerning such attempted the termination within the fifteen (15)-day fifteen-day period following receipt thereof, then the Executive may elect to continue his the Executive’s employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did existExecutive terminated the Executive’s employment for Good Reason in accordance with this Agreement, then the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, 21 or (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) Executive did not exist, then terminate the Executive’s employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not existthis Agreement, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that the Executive terminated the Executive’s employment for Good Reason did existin accordance with this Agreement, then the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof Section 8 (including a Termination Payment) based on events occurring after the Executive delivered his the Executive’s Notice of Termination. (DB) If an opinion is required to be delivered pursuant to Section 8(a)(ii) and such opinion shall not have been delivered, then the Termination Date shall be the date on which such opinion is delivered. (C) Except as provided in Paragraphs paragraph (B) and (CA) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day fifteen-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that termination of the Executive’s employment for the reason asserted in such Notice of Termination did was not existin accordance with this Agreement, then (1) if such Notice was delivered by the Executive, then the Executive will be deemed to have voluntarily terminated his the Executive’s employment other than for Good Reason by means of such Notice and (2) if delivered by the Company, then the Company will be deemed to have terminated the Executive Executive’s employment other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution Cause by means of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decisionsuch Notice. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date of the Executive’s termination of employment from the Company.

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(b) and Section 17(a) hereof, the term “The Termination Date” means Date shall mean: (i) if the Executive’s termination of employment is terminated by occurs due to the Executive’s death, then the date of the Executive’s death; (ii) if the Executive’s termination of employment is terminated by reason of voluntary early retirement, as agreed in writing by the Company and occurs due to the Executive’s Disability, then the date on which the Executive receives a Notice of such early retirement which is set forth in such written agreementTermination from the Company; (iii) if the Executive’s termination of employment is terminated by reason of disability occurs due to the Executive’s Voluntary Resignation, the date specified in the notice given pursuant to Section 12 8(c) hereof, then the earlier of which shall not be less than thirty (30) days after Company’s receipt of the Notice of Termination is given or one day prior to the end of the Employment PeriodTermination; (iv) if the Executive’s termination of employment is terminated by occurs due to the Executive voluntarily (other than Executive’s termination for Good Reason), then the date the Notice of Termination is givenhis termination in accordance with Section 8(d) hereof; and (v) if the Executive’s termination of employment is terminated by the Company (other than by reason of disability occurs pursuant to Section 12 hereofa non-renewal of the Term of Employment by either Party, the end of the then-current Term of Employment; and (vi) or by if the Executive Executive’s termination of employment occurs for Good Reasonany other reason, then the earlier of thirty (30) days after the date on which a Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, any later date (A) If termination is by the Company for Cause pursuant to Section 1(d)(iii) of this Agreement and if the Executive has substantially cured the conduct constituting such Cause as described by the Company in its Notice of Termination within such thirty (30) day days, or shorter periodany alternative time period agreed upon by the Parties, then after the Executive’s employment hereunder shall continue as if the Company had not delivered its giving of such Notice of Termination and there shall be no Termination Date arising out of Termination) set forth in such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason Termination. Effective as of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if unless otherwise determined by the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did existBoard, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment resigned from any and (2) if delivered by the Company, all positions he then holds with the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decisionits Affiliates. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date of the Executive’s termination of employment from the Company.

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(b) and Section 17(a) hereof, the term “The Executive's "Termination Date” means " shall be: (ia) if If the Executive’s 's employment is terminated by hereunder terminates on account of the Executive’s 's death, then the date of death; (ii) if the Executive’s 's death; (b) If the Executive's employment hereunder is terminated by reason on account of voluntary early retirementthe Executive's Disability, as agreed in writing by the date that it is determined that the Executive has a Disability; (c) If the Company and terminates the Executive's employment hereunder for Cause, then the date of such early retirement which is set forth in such written agreement; (iii) if the Executive’s employment is terminated by reason of disability pursuant to Section 12 hereof, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and (v) if delivered to the Executive’s employment is terminated by ; (d) If the Company (other terminates the Executive's employment hereunder without Cause, the date specified in the Notice of Termination, which shall be no less than by reason of disability pursuant to Section 12 hereof) or by 30 days following the Executive for Good Reason, then the earlier of thirty (30) days after date on which the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by the Company for Cause pursuant to Section 1(d)(iii) of this Agreement and if the Executive has substantially cured the conduct constituting such Cause as described by the Company in its Notice of Termination within such thirty (30) day or shorter perioddelivered; provided that, then the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and have the option to provide the Executive with a lump sum payment equal to 30 days' Base Salary in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency lieu of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did existnotice, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following in a lump sum on the execution Executive's Termination Date and for all purposes of this Agreement, the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Executive's Termination Date shall be the date on which such Notice of Termination is delivered; (e) If the Executive terminates his employment hereunder with or without Good Reason, the date specified in the Executive's Notice of Termination, which shall be no less than 30 days following the date on which the Notice of Termination is delivered; provided that, the Company may waive all or any part of the 30 day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s termination of employment from 's Termination Date shall be the date determined by the Company; and (f) If the Executive's employment hereunder terminates because either party provides notice of non-renewal pursuant to Section1, the Renewal Date immediately following the date on which the applicable party delivers notice of non-renewal. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a "separation from service" within the meaning of Section 409A of the Internal Revenue Code (“Section 409A”).

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(bThe Executive’s Termination Date shall be: (a) and Section 17(a) hereof, the term “Termination Date” means (i) if If the Executive’s employment is terminated by hereunder terminates on account of the Executive’s death, then the date of the Executive’s death; ; (iib) if If the Executive’s employment hereunder is terminated by reason on account of voluntary early retirementthe Executive’s Disability, as agreed in writing by the date that it is determined that the Executive has a Disability; (c) If the Company and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if terminates the Executive’s employment is terminated by reason of disability pursuant to Section 12 hereofhereunder for Cause, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and delivered to the Executive; (vd) if If the Company terminates the Executive’s employment is terminated by hereunder without Cause, the Company date specified in the Notice of Termination, which shall be no less than seven (other than by reason of disability pursuant to Section 12 hereof) or by the Executive for Good Reason, then the earlier of thirty (307) days after following the date on which the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing,delivered; (Ae) If termination is by the Company for Cause pursuant to Section 1(d)(iii) of this Agreement and if the Executive has substantially cured terminates his employment hereunder with or without Good Reason, the conduct constituting such Cause as described by date specified in the Company in its Executive’s Notice of Termination, which shall be no less than seven (7) days following the date on which the Notice of Termination within such thirty is delivered; and (30f) day or shorter period, then If the Executive’s employment hereunder shall continue as if terminates because either party provides notice of non-renewal pursuant to Section 1, the Company had not delivered its Notice Renewal Date immediately following the date on which the applicable party delivers notice of Termination and there shall be no Termination Date arising out of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraphnon-renewal. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did existNotwithstanding anything contained herein, the Termination Date shall be the earlier of (1) not occur until the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give incurs a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination “separation from service” within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency meaning of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date of the Executive’s termination of employment from the Company.409A.

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(b) and Section 17(a) hereof, the term The Executive’s “Termination Date” means shall be: (ia) if If the Executive’s employment is terminated by hereunder terminates on account of the Executive’s death, then the date of the Executive’s death; ; (iib) if If the Executive’s employment hereunder is terminated by reason on account of voluntary early retirementthe Executive’s Disability, as agreed in writing by the date that it is determined that the Executive has a Disability; (c) If the Company and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if terminates the Executive’s employment is terminated by reason of disability pursuant to Section 12 hereofhereunder for Cause, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and delivered to the Executive; (vd) if If the Company terminates the Executive’s employment is terminated by hereunder without Cause, the Company date specified in the Notice of Termination; (other than by reason of disability pursuant to Section 12 hereofe) or by If the Executive for terminates his employment hereunder with or without Good Reason, then the earlier date specified in the Executive’s Notice of thirty (30) Termination, which shall be no less than 30 days after following the date on which the Notice of Termination is given delivered; provided that, the Company may waive all or one any part of the 30 day prior notice period for no consideration by giving written notice to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by the Company Executive and for Cause pursuant to Section 1(d)(iii) all purposes of this Agreement and if the Executive has substantially cured the conduct constituting such Cause as described by the Company in its Notice of Termination within such thirty (30) day or shorter periodAgreement, then the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date of determined by the Company; and (f) If the Executive’s termination employment hereunder terminates because either party provides notice of employment non-renewal pursuant to Section 1, the Renewal Date immediately following the date on which the applicable party delivers notice of non-renewal. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the Company.meaning of Code Section 409A.

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(b) and Section 17(a) hereof, the term The Executive’s “Termination Date” means shall be: (ia) if If the Executive’s employment is terminated by hereunder terminates on account of the Executive’s death, then the date of the Executive’s death; ; (iib) if If the Executive’s employment hereunder is terminated by reason on account of voluntary early retirementthe Executive’s Disability, as agreed in writing by the date that it is determined that the Executive has a Disability; (c) If the Company and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if terminates the Executive’s employment is terminated by reason of disability pursuant to Section 12 hereofhereunder for Cause, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and delivered to the Executive; (vd) if If the Company terminates the Executive’s employment is terminated by hereunder without Cause, the Company (other date specified in the Notice of Termination, which shall be no less than by reason of disability pursuant to Section 12 hereof) or by 60 days following the Executive for Good Reason, then the earlier of thirty (30) days after date on which the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by delivered; provided that, the Company for Cause pursuant shall have the option to Section 1(d)(iii) of this Agreement and if provide the Executive has substantially cured the conduct constituting with a lump sum payment equal to 60 days’ Base Salary in lieu of such Cause as described by the Company notice, which shall be paid in its Notice of Termination within such thirty (30) day or shorter period, then a lump sum on the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out and for all purposes of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereofthis Agreement, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date on which such Notice of Termination is delivered; (e) If the Executive terminates the Executive’s termination employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of employment from Termination, which shall be no less than 60 days following the date on which the Notice of Termination is delivered; provided that, the Company may waive all or any part of the 60 day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company.; and (f) If the Executive’s employment hereunder terminates because either party provides notice of nonrenewal pursuant to Section 1, the Renewal Date immediately following the date on which the applicable party delivers notice of non-renewal. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(b) and Section 17(a) hereof, the term The Executive’s “Termination Date” means shall be: (ia) if If the Executive’s employment is terminated by hereunder terminates on account of the Executive’s death, then the date of the Executive’s death; ; (iib) if If the Executive’s employment hereunder is terminated by reason on account of voluntary early retirementthe Executive’s Disability, as agreed in writing by the date that it is determined that the Executive has a Disability; (c) If the Company and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if terminates the Executive’s employment is terminated by reason of disability pursuant to Section 12 hereofhereunder for Cause, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and delivered to the Executive; (vd) if If the Company terminates the Executive’s employment is terminated by hereunder without Cause, the Company (other date specified in the Notice of Termination, which shall be no less than by reason of disability pursuant to Section 12 hereof) or by 30 days following the Executive for Good Reason, then the earlier of thirty (30) days after date on which the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing,delivered; (Ae) If termination is by the Company for Cause pursuant to Section 1(d)(iii) of this Agreement and if the Executive has substantially cured terminates his employment hereunder with or without Good Reason, the conduct constituting such Cause as described by the Company date specified in its Notice of Termination within such thirty (30) day or shorter period, then the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there Termination, which shall be no Termination Date arising out of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period less than 30 days following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute Notice of Termination is finally determineddelivered; provided that, either (x) by mutual written agreement the Company may waive all or any part of the parties or (y) in accordance with Section 22 hereof30 day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date of determined by the Company; and (f) If the Executive’s termination employment hereunder terminates because either party provides notice of employment non-renewal pursuant to Section 1, the Renewal Date immediately following the date on which the applicable party delivers notice of non-renewal. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the Company.meaning of Section 409A.

Termination Date. For purposes of this Agreement, except Except as otherwise provided in Section 2(b), Section 10(b) ), and Section 17(a) hereof), the term “Termination Date” means (i) if the Executive’s employment Termination of Employment is terminated by the Executive’s death, then the date of death; (ii) if the Executive’s employment Termination of Employment is terminated by reason of voluntary early retirement, as agreed in writing by the Company Employer and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if the Executive’s employment is terminated Termination of Employment is, for purposes of this Agreement, by reason of disability pursuant to Section 12 hereof12, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment Termination of Employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and (v) if the Executive’s employment Termination of Employment is terminated by the Company Employer (other than by reason of disability pursuant to Section 12 hereof12) or by the Executive for Good Reason, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by the Company for Cause pursuant to Section 1(d)(iii1(f)(iii) of this Agreement and if the Executive has substantially cured the conduct constituting such Cause as described by the Company Employer in its Notice of Termination within such thirty (30) -day or shorter period, then the Executive’s employment hereunder shall continue as if the Company Employer had not delivered its Notice of Termination and there shall be no Termination Date arising out of such NoticeTermination. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith Employer notifies the Executive that a dispute exists concerning such attempted the termination within the fifteen (15)-day 15-day period following receipt thereof, then the Executive may elect to continue his or her employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier earliest of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof22, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and Section 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (DC) Except as provided in Paragraphs (B) and (C) aboveSection 1(n)(B), if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day appropriate period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and the Termination Date shall be the earlier of the date 15 days after the Notice of Termination is given or one day prior to the end of the Employment Period and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date of the Executive’s termination of employment from the Company.

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(b) and Section 17(a) hereof, the term The Executive’s “Termination Date” means shall be: (i) if If the Executive’s employment is terminated by hereunder terminates on account of the Executive’s death, then the date of the Executive’s death; ; (ii) if If the Executive’s employment hereunder is terminated by reason on account of voluntary early retirement, as agreed in writing by the Company and the Executive’s Disability, then the date of such early retirement which that it is set forth in such written agreement; determined that the Executive has a Disability; (iii) if If the Company terminates the Executive’s employment is terminated by reason of disability pursuant to Section 12 hereofhereunder for Cause, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and delivered to the Executive; (viv) if If the Company terminates the Executive’s employment is terminated by the Company (hereunder other than by reason for Cause, the date specified in the Notice of disability pursuant to Section 12 hereof) or by the Executive for Good ReasonTermination, then the earlier of which shall be no less than thirty (30) days after following the date on which the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing,delivered; (Av) If termination is by the Company for Cause pursuant to Section 1(d)(iii) of this Agreement and if the Executive has substantially cured terminates his/her employment, the conduct constituting such Cause as described by date specified in the Company in its Executive’s Notice of Termination within such Termination, which shall be no less than thirty (30) day or shorter period, then days following the date on which the Notice of Termination is delivered; (vi) If the Executive’s employment hereunder shall continue as if terminates because either party provides notice of non-renewal pursuant to Section Error! Reference source not found., the Company had not delivered its Notice Renewal Date immediately following the date on which the applicable party delivers notice of Termination and there shall be no Termination Date arising out of such Notice.non-renewal; and (Bvii) If the Company shall give a Notice of Termination Executive’s employment hereunder is terminated for Cause or any other reason by reason of disability and either party pursuant to any provision hereof (including pursuant to Attachment A hereto), the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency effective date of such dispute and termination as provided in such provision. Notwithstanding anything to the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did existcontrary contained herein, the Termination Date shall be the earlier of (1) not occur until the date on which the dispute is finally determined, either (x) by mutual written agreement Executive incurs a “separation from service” within the meaning of Section 409A of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such NoticeCode. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date of the Executive’s termination of employment from the Company.

Termination Date. For purposes of this Agreement, except as otherwise provided in Section Subsection 2(b), Subsection 10(b) ), and Section Subsection 17(a) hereof, the term “Termination Date” means (i) if the ExecutiveEmployee’s employment Termination of Employment is terminated by due to the ExecutiveEmployee’s death, then the date of death; (ii) if the ExecutiveEmployee’s employment Termination of Employment is terminated by reason of voluntary early retirement, as agreed in writing by the Company and the ExecutiveEmployee, then the date of such early retirement which is set forth in such written agreement; (iii) if the ExecutiveEmployee’s employment Termination of Employment for purposes of this Agreement is terminated by reason of disability pursuant to Section 12 hereof, then the earlier of thirty (30) 30 days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the ExecutiveEmployee’s employment Termination of Employment is terminated by the Executive Employee voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and (v) if the ExecutiveEmployee’s employment Termination of Employment is terminated by the Company (other than by reason of disability pursuant to Section 12 hereof) or by the Executive Employee for Good Reason, then the earlier of thirty (30) 30 days after the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A1) If termination is by the Company for Cause pursuant to Section 1(d)(iiiSubsection 1(f)(iii) of this Agreement and if the Executive Employee has substantially cured the conduct constituting such Cause as described by the Company in its Notice of Termination within such thirty (30) -day or shorter period, then the ExecutiveEmployee’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such NoticeTermination. (B2) If the Company Employee shall in good faith give a Notice of Termination for Cause or by reason of disability Good Reason and the Executive in good faith Company notifies the Company Employee that a dispute exists concerning such attempted the termination within the fifteen (15)-day 15-day period following receipt thereof, then the Executive Employee may elect to continue his the Employee’s employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive Employee so elects and it is thereafter determined that Cause or disability (as the case may be) Good Reason did exist, the Termination Date shall be the earlier earliest of (1i) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 23 hereof, (2ii) the date of the ExecutiveEmployee’s death, death or (3iii) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive Employee so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive Employee hereunder shall continue after such determination as if the Executive Employee had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive Employee had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive Employee shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive Employee delivered his Notice of Termination. (D3) Except as provided in Paragraphs Subsection (B) and (Cl)(m)(2) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day appropriate period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the ExecutiveEmployee, the Executive Employee will be deemed to have voluntarily terminated his employment and the Termination Date shall be the earlier of the date 15- days after the Notice of Termination is given or one day prior to the end of the Employment Period and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive Employee other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date of the Executive’s termination of employment from the Company.

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(b) and Section 17(a) hereof, the term The Executive’s “Termination Date” means shall be: (ia) if If the Executive’s employment is terminated by hereunder terminates on account of the Executive’s death, then the date of the Executive’s death; ; (iib) if If the Executive’s employment hereunder is terminated by reason on account of voluntary early retirementthe Executive’s Disability, as agreed in writing by the date that it is determined that the Executive has a Disability; (c) If the Company and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if terminates the Executive’s employment is terminated by reason of disability pursuant to Section 12 hereofhereunder for Cause, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and delivered to the Executive; (vd) if If the Company terminates the Executive’s employment is terminated by hereunder without Cause, the Company (other date specified in the Notice of Termination, which shall be no less than by reason of disability pursuant to Section 12 hereof) or by the Executive for Good Reason, then the earlier of thirty (30) days after following the date on which the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by delivered; provided that, the Company for Cause pursuant shall have the option to Section 1(d)(iii) of this Agreement and if provide the Executive has substantially cured the conduct constituting such Cause as described by the Company in its Notice of Termination within such with a lump sum payment equal to thirty (30) day or shorter perioddays’ Base Salary in lieu of such notice, then which shall be paid in a lump sum on the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out and for all purposes of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereofthis Agreement, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date on which such Notice of Termination is delivered; (e) If the Executive terminates his employment hereunder with or without Good Reason, the date specified in the Executive’s termination Notice of employment from Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; [provided that, the Company may waive all or any part of the thirty (30) day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company.]; and (f) If the Executive’s employment hereunder terminates because either party provides notice of non- renewal pursuant to Section 1, the Renewal Date immediately following the date on which the applicable party delivers notice of non-renewal. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(b) and Section 17(a) hereof, the term The Executive’s “Termination Date” means (i) if shall be: i. If the Executive’s employment is terminated by hereunder terminates on account of the Executive’s death, then the date of the Executive’s death; (; ii) if . If the Executive’s employment hereunder is terminated by reason on account of voluntary early retirementthe Executive’s Disability, as agreed in writing by the date that it is determined that the Executive has a Disability; iii. If the Company and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if terminates the Executive’s employment is terminated by reason of disability pursuant to Section 12 hereofhereunder for Cause, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and (v) if delivered to the Executive; iv. If the Company terminates the Executive’s employment is terminated by hereunder without Cause, the Company (other date specified in the Notice of Termination, which shall be no less than by reason of disability pursuant to Section 12 hereof) or by 30 days following the Executive for Good Reason, then the earlier of thirty (30) days after date on which the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by delivered; provided that, the Company for Cause pursuant shall have the option to Section 1(d)(iii) of this Agreement and if provide the Executive has substantially cured the conduct constituting with a lump sum payment equal to 30 days’ Base Salary in lieu of such Cause as described by the Company notice, which shall be paid in its Notice of Termination within such thirty (30) day or shorter period, then a lump sum on the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out and for all purposes of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereofthis Agreement, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date on which such Notice of Termination is delivered; v. If the Executive terminates his employment hereunder with or without Good Reason, the date specified in the Executive’s termination Notice of employment from Termination, which shall be no less than 14 days following the date on which the Notice of Termination is delivered; provided that, the Company may waive all or any part of the 14 day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company.; and vi. If the Executive’s employment hereunder terminates because either party provides notice of non-renewal pursuant to Section 1, the Renewal Date immediately following the date on which the applicable party delivers notice of non-renewal. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(b) and Section 17(a) hereof, the term The Executive’s “Termination Date” means shall be: (ia) if If the Executive’s employment is terminated by hereunder terminates on account of the Executive’s death, then the date of the Executive’s death; ; (iib) if If the Executive’s employment hereunder is terminated by reason on account of voluntary early retirementthe Executive’s Disability, as agreed in writing by the date that it is determined that the Executive has a Disability; (c) If the Company and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if terminates the Executive’s employment is terminated by reason of disability pursuant to Section 12 hereofhereunder for Cause, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and delivered to the Executive; (vd) if If the Company terminates the Executive’s employment is terminated by hereunder without Cause, the Company (other date specified in the Notice of Termination, which shall be no less than by reason of disability pursuant to Section 12 hereof) or by 90 days following the Executive for Good Reason, then the earlier of thirty (30) days after date on which the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by delivered; provided that, the Company for Cause pursuant shall have the option to Section 1(d)(iii) of this Agreement and if provide the Executive has substantially cured the conduct constituting with a lump sum payment equal to 90 days’ Base Salary in lieu of such Cause as described by the Company notice, which shall be paid in its Notice of Termination within such thirty (30) day or shorter period, then a lump sum on the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out and for all purposes of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereofthis Amended Agreement, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date on which such Notice of Termination is delivered; (e) If the Executive terminates his employment hereunder with or without Good Reason, the date specified in the Executive’s termination Notice of employment from Termination, which shall be no less than 90 days following the date on which the Notice of Termination is delivered; provided that, the Company may waive all or any part of the 90 day notice period for no consideration by giving written notice to the Executive, and for all purposes of this Amended Agreement, the Executive’s Termination Date shall be the date determined by the Company.; and (f) If the Executive’s employment hereunder terminates because either party provides notice of non-renewal pursuant to Section 1, the Renewal Date immediately following the date on which the applicable party delivers notice of non-renewal. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(b) and Section 17(a) hereof, the term The “Termination Date” means means: (i) if the Executive’s employment is terminated by the Executive’s deathhis death under Section 4(a), then the date of his death; (ii) if the Executive’s employment is terminated by reason on account of voluntary early retirementhis Disability under Section 4(b), as agreed in writing by the date on which the Company and provides the Executive, then the date of such early retirement which is set forth in such Executive a written agreementtermination notice; (iii) if the Company terminates the Executive’s employment is terminated by reason of disability pursuant to for Cause under Section 12 hereof4(c), then the earlier of thirty (30) 10 business days after which the Notice of Termination is given or one day prior to Company provides the Executive a written termination following the end of the Employment any Cure Period; (iv) if if, despite the restriction against doing so under Section 4(d), the Company terminates the Executive’s employment is terminated by without Cause, 30 days after the date on which the Company provides the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is givena written termination notice; and (v) if the Executive terminates or resigns his employment without Good Reason under Section 4(e), immediately upon notice to the Company from the Executive’s employment is terminated , or such later date as set forth in the notice, regardless of any termination notice given at any time by the Company to the Executive; (other than by reason of disability pursuant to Section 12 hereofvi) or by if the Executive for terminates or resigns his employment with Good ReasonReason under Section 4(f), then the earlier date on which the Executive provides the Company a written termination notice regardless of thirty (30) days after the Notice of Termination is any termination notice given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is at any time by the Company for Cause pursuant to Section 1(d)(iii) of this Agreement and if the Executive has substantially cured the conduct constituting such Cause as described by the Company in its Notice of Termination within such thirty (30) day or shorter period, then the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, except the Termination Date shall be the earlier last day of any relevant Cure Period, if applicable. Provided further, the Executive must terminate within one (1) the date on which the dispute is finally determined, either (x) by mutual written agreement year of the parties event, act, or omission giving rise to such termination with each such event, act, or omission having its own one-year time period; and (y) in accordance with Section 22 hereof, (2vii) the date of Expiration Date if the Executive’s death, employment terminates under Section 4(g). If an occurrence of any event or (3any change in circumstances described in Section 4(f) one day occurs at any time prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice may exercise his rights under Section 4(f) regardless of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered any exercise by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive its rights under this Agreement or any other agreement, whether any such exercise by the Company of any of its rights occurs before or after Executive's exercise of his rights under Section 4(f). If more than one Termination Date is applicable hereunder, Executive shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then select the Termination Date shall be the date of the Executive’s termination of employment from the CompanyDate.

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(b) and Section 17(a) hereof, the term “The Termination Date” means Date shall mean: (i) if the Executive’s termination of employment is terminated by occurs due to the Executive’s death, then the date of the Executive’s death; (ii) if the Executive’s termination of employment is terminated by reason of voluntary early retirement, as agreed in writing by the Company and occurs due to the Executive’s Disability, then the date on which the Executive receives a Notice of such early retirement which is set forth in such written agreementTermination from the Company; (iii) if the Executive’s termination of employment is terminated by reason of disability occurs due to the Executive’s voluntary resignation without Good Reason, the date specified in the notice given pursuant to Section 12 9(c) hereof, then the earlier of which shall not be less than thirty (30) days after Company’s receipt of the Notice of Termination is given or one day prior to the end of the Employment PeriodTermination; (iv) if the Executive’s termination of employment is terminated by occurs due to the Executive voluntarily (other than Executive’s termination for Good Reason), then the date the Notice of Termination is givenhis termination in accordance with Section 9(d) hereof; and (v) if the Executive’s termination of employment is terminated by the Company (other than by reason of disability occurs pursuant to Section 12 hereofa non-renewal of the Term of Employment by either Party, the end of the then-current Term of Employment; and (vi) or by if the Executive Executive’s termination of employment occurs for Good Reasonany other reason, then the earlier of thirty (30) days after the date on which a Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, any later date (A) If termination is by the Company for Cause pursuant to Section 1(d)(iii) of this Agreement and if the Executive has substantially cured the conduct constituting such Cause as described by the Company in its Notice of Termination within such thirty (30) day days, or shorter periodany alternative time period agreed upon by the Parties, then after the Executive’s employment hereunder shall continue as if the Company had not delivered its giving of such Notice of Termination and there shall be no Termination Date arising out of Termination) set forth in such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason Termination. Effective as of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if unless otherwise determined by the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did existBoard, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment resigned from any and (2) if delivered by the Company, all positions he then holds with the Company will be deemed and its Affiliates, including but not limited to have terminated his position on the Executive other than by reason Board and the board of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution directors of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decisionany Affiliate. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date of the Executive’s termination of employment from the Company.

Termination Date. For purposes of this Agreement, except Except as otherwise provided in Section 2(b), Section 10(b) ), and Section 17(a) hereof), the term “Termination Date” means (i) if the Executive’s employment Termination of Employment is terminated by the Executive’s death, then the date of death; (ii) if the Executive’s employment Termination of Employment is terminated by reason of voluntary early retirementRetirement, as agreed in writing by the Company and the Executive, then the date of such early retirement which is set forth in such written agreementretirement; (iii) if the Executive’s employment Termination of Employment is terminated by reason of disability pursuant to Section 12 hereof12, then the earlier of thirty (30) 30 days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment Termination of Employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and (v) if the Executive’s employment Termination of Employment is terminated by the Company Employer (other than by reason of disability pursuant to Section 12 hereof12) or by the Executive for Good Reason, then the earlier of thirty (30) 30 days after the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by the Company for Cause pursuant to Section 1(d)(iii1(g)(iii) of this Agreement and if the Executive has substantially cured the conduct constituting such Cause as described by the Company Employer in its Notice of Termination within such thirty (30) -day or shorter period, then the Executive’s employment hereunder shall continue as if the Company Employer had not delivered its Notice of Termination and there shall be no Termination Date arising out of such NoticeTermination. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith Employer notifies the Executive that a dispute exists concerning such attempted the termination within the fifteen (15)-day 15-day period following receipt thereof, then the Executive may elect to continue his or her employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier earliest of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof22, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and Section 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (DC) Except as provided in Paragraphs (B) and (C) aboveSection 1(q)(B), if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day appropriate period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and the Termination Date shall be the earlier of the date 15 days after the Notice of Termination is given or one day prior to the end of the Employment Period and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date of the Executive’s termination of employment from the Company.

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(b) and Section 17(a) hereof, the term The Executive’s “Termination Date” means shall be: (ia) if If the Executive’s employment is terminated by hereunder terminates on account of the Executive’s death, then the date of the Executive’s death; ; (iib) if If the Executive’s employment hereunder is terminated by reason on account of voluntary early retirementthe Executive’s Disability, as agreed in writing by the date that it is determined that the Executive has a Disability; (c) If the Company and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if terminates the Executive’s employment is terminated by reason of disability pursuant to Section 12 hereofhereunder for Cause, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and delivered to the Executive; (vd) if If the Company terminates the Executive’s employment is terminated by hereunder without Cause, the Company (other date specified in the Notice of Termination, which shall be no less than by reason of disability pursuant to Section 12 hereof) or by the Executive for Good Reason, then the earlier of thirty (30) days after following the date on which the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by delivered; provided that, the Company for Cause pursuant shall have the option to Section 1(d)(iii) of this Agreement and if provide the Executive has substantially cured the conduct constituting such Cause as described by the Company in its Notice of Termination within such with a lump sum payment equal to thirty (30) day or shorter perioddays’ Base Salary in lieu of such notice, then which shall be paid in a lump sum on the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out and for all purposes of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereofthis Agreement, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date on which such Notice of Termination is delivered; (e) If the Executive terminates the Executive’s termination employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of employment from Termination, which shall be no less than five (5) days following the date on which the Notice of Termination is delivered; provided that, the Company may waive all or any part of the five (5) day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company.; and (f) If the Executive’s employment hereunder terminates because either party provides notice of non-renewal pursuant to Section 1, the Renewal Date immediately following the date on which the applicable party delivers notice of non-renewal. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(b) and Section 17(a) hereof, the term The Executive’s “Termination Date” means shall be: (ia) if If the Executive’s employment is terminated by hereunder terminates on account of the Executive’s death, then the date of the Executive’s death; ; (iib) if If the Executive’s employment hereunder is terminated by reason on account of voluntary early retirementthe Executive’s Disability, as agreed the date that it is specified in writing by the Company’s Notice of Termination after it is determined that the Executive has a Disability; (c) If the Company and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if terminates the Executive’s employment is terminated by reason of disability pursuant to Section 12 hereofhereunder for Cause, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and delivered to the Executive; (vd) if If the Company terminates the Executive’s employment is terminated by hereunder without Cause, the Company date specified in the Notice of Termination, which shall be no less than ten (other than by reason of disability pursuant to Section 12 hereof10) or by business days following the Executive for Good Reason, then the earlier of thirty (30) days after date on which the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by delivered; provided that during said notice period, the Company for Cause pursuant shall have the right to Section 1(d)(iii) of this Agreement and if the Executive has substantially cured the conduct constituting such Cause as described by the Company in its Notice of Termination within such thirty (30) day change or shorter period, then eliminate the Executive’s duties within its discretion, which shall not be deemed a Good Reason hereunder; (e) If the Executive terminates employment hereunder shall continue as if with or without Good Reason, the Company had not delivered its date specified in the Executive’s Notice of Termination and there Termination, which shall be no Termination Date arising out of such Notice. less than ten (B10) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period business days following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute Notice of Termination is finally determineddelivered; provided that, either (x) by mutual written agreement the Company may waive all or any part of the parties ten (10) day notice period without further accrual or (y) in accordance with Section 22 hereofpayment of salary or benefits upon written notice to the Executive, (2) the date of and the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date of the Executive’s termination of employment from determined in such notice by the Company.; Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(bThe Executive’s Termination Date shall be: (a) and Section 17(a) hereof, the term “Termination Date” means (i) if If the Executive’s employment is terminated by hereunder terminates on account of the Executive’s death, then the date of the Executive’s death; ; (iib) if If the Executive’s employment hereunder is terminated by reason on account of voluntary early retirementthe Executive’s Disability, as agreed in writing by the date that it is determined that the Executive has a Disability; (c) If the Company and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if terminates the Executive’s employment is terminated by reason of disability pursuant to Section 12 hereofhereunder for Cause, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and delivered to the Executive; (vd) if If the Company terminates the Executive’s employment is terminated by hereunder without Cause, the Company (other date specified in the Notice of Termination, which shall be no less than by reason of disability pursuant to Section 12 hereof) or by the Executive for Good Reason, then the earlier of thirty (30) days after following the date on which the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by delivered; provided that, the Company for Cause pursuant shall have the option to Section 1(d)(iii) of this Agreement and if provide the Executive has substantially cured the conduct constituting such Cause as described by the Company in its Notice of Termination within such with a lump sum payment equal to thirty (30) day or shorter perioddays’ Base Salary in lieu of such notice, then which shall be paid in a lump sum on the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out and for all purposes of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereofthis Agreement, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date on which such Notice of Termination is delivered; (e) If the Executive terminates his employment hereunder with or without Good Reason, the date specified in the Executive’s termination Notice of employment from Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Company may waive all or any part of the thirty (30) day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company.; and (f) If the Executive’s employment hereunder terminates because the Company provides notice of non-renewal pursuant to Section 1, the end of the Employment Term. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(b) and Section 17(a) hereof, the term “Termination Date” means (i) if shall mean the Executive’s employment is terminated by date on which the Executive incurs a “separation from service” from the Company within the meaning of Section 409A of the Code. In the case of the Executive’s death, then the date of death; (ii) if the Executive’s employment is terminated by reason of voluntary early retirement, as agreed in writing by the Company and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if the Executive’s employment is terminated by reason of disability pursuant to Section 12 hereof, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and (v) if the Executive’s employment is terminated by the Company (other than by reason of disability pursuant to Section 12 hereof) or by the Executive for Good Reason, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by the Company for Cause pursuant to Section 1(d)(iii) of this Agreement and if the Executive has substantially cured the conduct constituting such Cause as described by the Company in its Notice of Termination within such thirty (30) day or shorter period, then the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death. For all other terminations, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting shall specify the proposed Termination Date (which, in the case of a termination for Cause shall not be less than thirty days, and in the case of a termination for Good Reason and there shall not be no Termination Date arising out of more than sixty days, from the date such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except thatis given); provided, however, that if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring within thirty days after the Executive delivered his any Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if Termination is given the party receiving the such Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within basis for the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not existtermination, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be not occur until the date on which the dispute is finally determined, either by mutual written agreement of the parties, or by the final judgment, order or decree of a court of competent jurisdiction (the time for appeal therefrom having expired and no appeal having been taken). Notwithstanding the pendency of any such dispute, the Company or an Employing Affiliate shall continue to pay the Executive his base salary and continue the Executive as a participant (at or above the level provided prior to the date of such dispute) in all compensation, incentive, bonus, pension, profit sharing, medical, hospitalization, prescription drug, dental, life insurance and disability benefit plans in which he was participating when the Executive’s termination notice giving rise to the dispute was given, until the dispute is finally resolved whether or not the dispute is resolved in favor of employment from the Company, and the Executive shall not be obligated to repay to the Company or an Employing Affiliate any amounts paid or benefits provided pursuant to this sentence. Notwithstanding the foregoing, in no event shall the Termination Date occur until the Executive experiences a “separation from service” within the meaning of Section 409A of the Code, and notwithstanding anything contained herein to the contrary, the date on which such separation from service takes place shall be the Termination Date.

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(bThe Executive’s Termination Date shall be: (a) and Section 17(a) hereof, the term “Termination Date” means (i) if If the Executive’s employment is terminated by hereunder terminates on account of the Executive’s death, then the date of the Executive’s death; ; (iib) if If the Executive’s employment hereunder is terminated by reason on account of voluntary early retirementthe Executive’s Disability, as agreed in writing by the date that it is determined that the Executive has a Disability; (c) If the Company and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if terminates the Executive’s employment is terminated by reason of disability pursuant to Section 12 hereofhereunder for Cause, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and delivered to the Executive; (vd) if If the Company terminates the Executive’s employment is terminated by hereunder without Cause, the Company (other date specified in the Notice of Termination, which shall be no less than by reason of disability pursuant to Section 12 hereof) or by ten days following the Executive for Good Reason, then the earlier of thirty (30) days after date on which the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by delivered; provided that, the Company for Cause pursuant shall have the option to Section 1(d)(iii) of this Agreement and if provide the Executive has substantially cured the conduct constituting with a lump sum payment equal to ten days’ Base Salary in lieu of such Cause as described by the Company notice, which shall be paid in its Notice of Termination within such thirty (30) day or shorter period, then a lump sum on the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out and for all purposes of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereofthis Agreement, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date on which such Notice of Termination is delivered; and (e) If the Executive terminates his employment hereunder with or without Good Reason, the date specified in the Executive’s termination Notice of employment from Termination, which shall be no less than ten days following the date on which the Notice of Termination is delivered; provided that, the Company may waive all or any part of the ten-day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company.. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. For purposes of this Agreement, except Except as otherwise provided in Section 2(b), Section 10(b) ), and Section 17(a) hereof), the term “Termination Date” means (i) if the Executive’s employment Termination of Employment is terminated by the Executive’s death, then the date of death; (ii) if the Executive’s employment Termination of Employment is terminated by reason of voluntary early retirement, as agreed in writing by the Company Employer and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if the Executive’s employment is terminated Termination of Employment is, for purposes of this Agreement, by reason of disability pursuant to Section 12 hereof12, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment Termination of Employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and (v) if the Executive’s employment Termination of Employment is terminated by the Company Employer (other than by reason of disability pursuant to Section 12 hereof12) or by the Executive for Good Reason, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by the Company for Cause pursuant to Section 1(d)(iii1(g)(iii) of this Agreement and if the Executive has substantially cured the conduct constituting such Cause as described by the Company Employer in its Notice of Termination within such thirty (30) -day or shorter period, then the Executive’s employment hereunder shall continue as if the Company Employer had not delivered its Notice of Termination and there shall be no Termination Date arising out of such NoticeTermination. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith Employer notifies the Executive that a dispute exists concerning such attempted the termination within the fifteen (15)-day 15-day period following receipt thereof, then the Executive may elect to continue his or her employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier earliest of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof22, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and Section 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (DC) Except as provided in Paragraphs (B) and (C) aboveSection 1(q)(B), if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day appropriate period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and the Termination Date shall be the earlier of the date 15 days after the Notice of Termination is given or one day prior to the end of the Employment Period and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under Capitalized terms used in this Agreement shall be paid promptly following not defined in this Section 1 have the execution meanings assigned in the other sections of this Agreement. The definitions of the legally binding settlement or issuance following terms may be found in the sections indicated: Annual Base Salary Section 5(a) Base Period Income Section 9(b)(iii) Bonus Amount Section 5(e)(i) Bonus Plan Section 5(e) Company Incentive Plan Section 5(e)(iii) Excise Tax Section 9(b)(i) Expenses Section 15 Goals Section 5(e)(iii) National Tax Counsel Section 9(b)(ii) Notice of the final and nonappealable judgment or other binding decision. (ETermination Section 13 Plans Section 9(c)(iv) If the termination is described in Termination Payment Section 2 hereof, then the Termination Date shall be the date of the Executive’s termination of employment from the Company.9(a) Total Payments Section 9(b)(i)

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(b) and Section 17(a) hereof, the term The Service Provider’s “Termination Date” means shall be: (ia) if the ExecutiveIf Service Provider’s employment is terminated by the Executiveengagement hereunder terminates on account of Service Provider’s death, then the date of Service Provider’s death; ; (iib) if the ExecutiveIf Service Provider’s employment engagement hereunder is terminated by reason on account of voluntary early retirementService Provider’s Disability, as agreed in writing by the date that it is determined that Service Provider has a Disability; (c) If the Company and the Executiveterminates Service Provider’s engagement hereunder for Xxxxx, then the date of such early retirement which is set forth in such written agreement; (iii) if the Executive’s employment is terminated by reason of disability pursuant to Section 12 hereof, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and delivered to Service Provider; (vd) if the Executive’s employment is terminated by If the Company (other terminates Service Provider’s engagement hereunder without Cause, the date specified in the Notice of Termination, which shall be no less than by reason of disability pursuant to Section 12 hereof) or by 30 days following the Executive for Good Reason, then the earlier of thirty (30) days after date on which the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by the Company for Cause pursuant to Section 1(d)(iii) of this Agreement and if the Executive has substantially cured the conduct constituting such Cause as described by the Company in its Notice of Termination within such thirty (30) day or shorter perioddelivered; provided that, then the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (B) If the Company shall give have the option to provide Service Provider with a Notice of Termination for Cause or by reason of disability and the Executive lump sum payment equal to 30 days’ Base Salary in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency lieu of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did existnotice, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution in a lump sum on Service Provider’s Termination Date and for all purposes of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereofthis Agreement, then the Service Provider’s Termination Date shall be the date on which such Notice of Termination is delivered; and (e) If Service Provider terminates his engagement hereunder with or without Good Reason, the date specified in Service Provider’s Notice of Termination, which shall be no less than 30 days following the date on which the Notice of Termination is delivered; provided that, the Company may waive all or any part of the Executive30 day notice period for no consideration by giving written notice to Service Provider and for all purposes of this Agreement, Service Provider’s termination of employment from Termination Date shall be the date determined by the Company.. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which Service Provider incurs a “separation from service” within the meaning of Section 409A.

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(b) and Section 17(a) hereof, the term The Executive’s “Termination Date” means shall be: (ia) if If the Executive’s employment is terminated by hereunder terminates on account of the Executive’s death, then the date of the Executive’s death; ; (iib) if If the Executive’s employment hereunder is terminated by reason on account of voluntary early retirementthe Executive’s Disability, as agreed in writing by the date that it is determined that the Executive has a Disability; (c) If the Company and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if terminates the Executive’s employment is terminated by reason of disability pursuant to Section 12 hereofhereunder for Cause, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and delivered to the Executive; (vd) if If the Company terminates the Executive’s employment is terminated by hereunder without Cause, the Company (other date specified in the Notice of Termination, which shall be no less than by reason of disability pursuant to Section 12 hereof) or by the Executive for Good Reason, then the earlier of thirty (30) days after following the date on which the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by delivered; provided that, the Company for Cause pursuant shall have the option to Section 1(d)(iii) of this Agreement and if provide the Executive has substantially cured the conduct constituting such Cause as described by the Company in its Notice of Termination within such with a lump sum payment equal to thirty (30) day or shorter perioddays’ Base Salary in lieu of such notice, then which shall be paid in a lump sum on the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out and for all purposes of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereofthis Agreement, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date on which such Notice of Termination is delivered; (e) If the Executive terminates his employment hereunder with or without Good Reason, the date specified in the Executive’s termination Notice of employment from Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; [provided that, the Company may waive all or any part of the thirty (30) day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company.]; and (f) If the Executive’s employment hereunder terminates because either party provides notice of non-renewal pursuant to Section 1, the Renewal Date immediately following the date on which the applicable party delivers notice of non-renewal. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(b) and Section 17(a) hereof, the term “Termination Date” means (i) if the Executive’s employment is terminated by the Executive’s death, then the date of death; (ii) if the Executive’s employment is terminated by reason of voluntary early retirement, as agreed in writing by the Company and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if the Executive’s employment is terminated by reason of disability pursuant to Section 12 hereof, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason, but including a Discretionary Termination), then the date the Notice of Termination is given; and (v) if the Executive’s employment is terminated by the Company (other than by reason of disability pursuant to Section 12 hereof) or by the Executive for Good Reason, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by the Company for Cause pursuant to Section 1(d)(iii) of this Agreement and if the Executive has substantially cured the conduct constituting such Cause as described by the Company in its Notice of Termination within such thirty (30) day or shorter period, then the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) aboveabove and other than a Discretionary Termination (which cannot be subject to dispute by the Company), if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date of the Executive’s termination of employment from the Company.

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(b) and Section 17(a) hereof, the term Executive’s “Termination Date” means shall be: (ia) if the If Executive’s employment is terminated by the hereunder terminates on account of Executive’s death, then the date of Executive’s death; ; (iib) if the If Executive’s employment hereunder is terminated by reason on account of voluntary early retirementExecutive’s Disability, as agreed in writing by the date that it is determined that Executive has a Disability; (c) If the Company and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if the terminates Executive’s employment is terminated by reason of disability pursuant to Section 12 hereofhereunder for Cause, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and delivered to Executive; (vd) if If the Company terminates Executive’s employment is terminated by hereunder without Cause, the Company date specified in the Notice of Termination, which shall be no less than forty five (other than by reason of disability pursuant to Section 12 hereof) or by the Executive for Good Reason, then the earlier of thirty (3045) days after following the date on which the Notice of Termination is given or one day prior delivered; provided that, Company shall have the option to the end of the Employment Period. Notwithstanding the foregoing, provide Executive with a lump sum payment equal to forty five (A45) If termination is by the Company for Cause pursuant to Section 1(d)(iii) of this Agreement and if the Executive has substantially cured the conduct constituting such Cause as described by the Company days Base Salary in its Notice of Termination within such thirty (30) day or shorter period, then the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out lieu of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereofnotice, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution in a lump sum on Executive’s Termination Date and for all purposes of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereofthis Agreement, then the Executive’s Termination Date shall be the date on which such Notice of Termination is delivered; (e) If Executive terminates his employment hereunder without Good Reason, the date specified in Executive’s Notice of Termination, which shall be no less than forty five (45) days following the date on which the Notice of Termination is delivered; provided that, Company may waive all or any part of the forty five (45) day notice period for no consideration by giving written notice to Executive and for all purposes of this Agreement, Executive’s termination Termination Date shall be the date determined by Company; and (f) If Executive’s employment hereunder terminates because either party provides notice of employment non-renewal pursuant to Section 1, the last day of the Employment Term. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which Executive incurs a “separation from service” within the Companymeaning of Section 409A (defined herein).

Termination Date. For purposes of this Agreement, except Except as otherwise provided in Section 2(b), Section 10(b) ), and Section 17(a) hereof), the term “Termination Date” means (i) if the Executive’s employment Termination of Employment is terminated by the Executive’s death, then the date of death; (ii) if the Executive’s employment Termination of Employment is terminated by reason of voluntary early retirement, as agreed in writing by the Company Employer and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if the Executive’s employment is terminated Termination of Employment is, for purposes of this Agreement, by reason of disability pursuant to Section 12 hereof12, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment Termination of Employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and (v) if the Executive’s employment Termination of Employment is terminated by the Company Employer (other than by reason of disability pursuant to Section 12 hereof12) or by the Executive for Good Reason, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by the Company for Cause pursuant to Section 1(d)(iii1(g)(iii) of this Agreement and if the Executive has substantially cured the conduct constituting such Cause as described by the Company Employer in its Notice of Termination within such thirty (30) -day or shorter period, then the Executive’s employment hereunder shall continue as if the Company Employer had not delivered its Notice of Termination and there shall be no Termination Date arising out of such NoticeTermination. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith Employer notifies the Executive that a dispute exists concerning such attempted the termination within the fifteen (15)-day 15-day period following receipt thereof, then the Executive may elect to continue his or her employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier earliest of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof22, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and Section 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (DC) Except as provided in Paragraphs (B) and (C) aboveSection 1(u)(B), if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day appropriate period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his or her employment and the Termination Date shall be the earlier of the date 15 days after the Notice of Termination is given or one day prior to the end of the Employment Period and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under Capitalized terms used in this Agreement shall be paid promptly following not defined in this Section 1 have the execution meanings assigned in the other sections of this Agreement. The definitions of the legally binding settlement or issuance following terms may be found in the sections indicated: Annual Base Salary Section 5(a) Base Period Income Section 9(b)(iii) Bonus Amount Section 5(e)(i) Bonus Plan Section 5(e) Company Incentive Plan Section 5(e)(iii) DTSA Section 14(f) Excise Tax Section 9(b)(i) Expenses Section 15 Goals Section 5(e)(iii) National Tax Counsel Section 9(b)(ii) Notice of the final and nonappealable judgment or other binding decision. (ETermination Section 13 Plans Section 9(c)(iv) If the termination is described in Restricted Employee Section 2 hereof, then the 14(c) Termination Date shall be the date of the Executive’s termination of employment from the Company.Payment Section 9(a) Total Payments Section 9(b)(i)

Termination Date. For purposes The Offer Closing shall not have occurred on or before the Outside Date. The “Outside Date” shall mean the later of (A) the Initial Expiration Date and (B) 10 days following the date on which the Regulatory Condition has been satisfied or waived; provided, however, that (1) in the event that any Restraint shall be in effect as of any Expiration Date, then the Outside Date shall be extended until 10 days following the date on which such Restraint is vacated, terminated or withdrawn; and (2) in the event that GFI shall have breached or failed to perform any of its representations, warranties or covenants contained in this Agreement, except as otherwise provided which breach or failure to perform (x) would result in Section 10(bthe failure of any condition set forth in Exhibit A to be satisfied, (y) was not the result of a willful or intentional breach or failure to perform and Section 17(a(z) hereof, the term “Termination Date” means is capable of being cured by GFI within fifteen (i15) if the Executive’s employment is terminated by the Executive’s deathdays of such breach or failure to perform, then the date of death; Outside Date shall be extended until fifteen (ii) if the Executive’s employment is terminated by reason of voluntary early retirement, as agreed in writing by the Company and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if the Executive’s employment is terminated by reason of disability pursuant to Section 12 hereof, then the earlier of thirty (3015) days after the Notice of Termination is given following such breach or one day prior failure to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and (v) if the Executive’s employment is terminated by the Company (other than by reason of disability pursuant to Section 12 hereof) or by the Executive for Good Reason, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Periodperform. Notwithstanding the foregoing, (A, in no event shall the Outside Date be later than February 12, 2015; provided, however, that, in the event that Parent shall update Section 3.4(b)(i) If termination is by of the Company for Cause Parent Disclosure Letter pursuant to Section 1(d)(iii5.2(a) of this Agreement to include any required approval or waiting period under the Foreign Competition Laws, and if the Executive has substantially cured the conduct constituting such Cause as described by the Company in its Notice of Termination within approval shall not have been obtained or such thirty (30) day waiting period shall not have expired or shorter periodbeen terminated, then the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, on or prior to February 12, 2015, then the Termination Date reference to “February 12, 2015” immediately prior to this proviso shall be amended to be the date that is the earlier of (1A) five Business Days after the date on which the dispute is finally determinedlast of such required approvals shall have been obtained or such waiting periods shall have expired or been terminated, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) aboveFebruary 26, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision2015. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date of the Executive’s termination of employment from the Company.

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(b) and Section 17(a) hereof, the term Executive’s “Termination Date” means will be: (ia) if the Executive’s employment is terminated by the terminates on account of Executive’s death, then the date of Executive’s death; ; (iib) if Executive’s employment hereunder is terminated on account of Executive’s Disability, the date that it is determined that Executive has a Disability; (c) if the Company terminates Executive’s employment is terminated by reason of voluntary early retirementhereunder for Cause, as agreed in writing by the Company and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if the Executive’s employment is terminated by reason of disability pursuant to Section 12 hereof, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and delivered to Executive; (vd) if the Company terminates Executive’s employment is terminated by hereunder without Cause, the Company (other date specified in the Notice of Termination, which shall be no less than by reason of disability pursuant to Section 12 hereof) or by 60 days following the Executive for Good Reason, then the earlier of thirty (30) days after date on which the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by the Company for Cause pursuant to Section 1(d)(iii) of this Agreement and if the Executive has substantially cured the conduct constituting such Cause as described by the Company in its Notice of Termination within such thirty (30) day or shorter perioddelivered; provided that, then the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (B) If the Company shall give have the option to provide Executive with a Notice of Termination for Cause or by reason of disability and the Executive lump sum payment equal to 60 days’ Base Salary in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency lieu of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did existnotice, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution in a lump sum on Executive’s Termination Date and for all purposes of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereofthis Agreement, then the Executive’s Termination Date shall be the date on which such Notice of Termination is delivered; and (e) if Executive terminates employment with or without Good Reason, the date specified in Executive’s Notice of Termination, which shall be no less than 60 days following the date on which the Notice of Termination is delivered; provided that, the Company may waive all or any part of the 60-day notice period by giving written notice to Executive and for all purposes of this Agreement, Executive’s termination of employment from Termination Date shall be the date determined by the Company.. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. For purposes of this Agreement, except as otherwise provided in Section Subsection 2(b), Subsection 10(b) ), and Section Subsection 17(a) hereof, the term “Termination Date” means (i) if the ExecutiveEmployee’s employment Termination of Employment is terminated by due to the ExecutiveEmployee’s death, then the date of death; (ii) if the ExecutiveEmployee’s employment Termination of Employment is terminated by reason of voluntary early retirement, as agreed in writing by the Company and the ExecutiveEmployee, then the date of such early retirement which is set forth in such written agreement; (iii) if the ExecutiveEmployee’s employment Termination of Employment for purposes of this Agreement is terminated by reason of disability pursuant to Section 12 hereof, then the earlier of thirty (30) 30 days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the ExecutiveEmployee’s employment Termination of Employment is terminated by the Executive Employee voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and (v) if the ExecutiveEmployee’s employment Termination of Employment is terminated by the Company (other than by reason of disability pursuant to Section 12 hereof) or by the Executive Employee for Good Reason, then the earlier of thirty (30) 30 days after the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (Ai) If termination is by the Company for Cause pursuant to Section 1(d)(iiiSubsection 1(f)(iii) of this Agreement and if the Executive Employee has substantially cured the conduct constituting such Cause as described by the Company in its Notice of Termination within such thirty (30) -day or shorter period, then the ExecutiveEmployee’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such NoticeTermination. (Bii) If the Company Employee shall in good faith give a Notice of Termination for Cause or by reason of disability Good Reason and the Executive in good faith Company notifies the Company Employee that a dispute exists concerning such attempted the termination within the fifteen (15)-day 15-day period following receipt thereof, then the Executive Employee may elect to continue his the Employee’s employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive Employee so elects and it is thereafter determined that Cause or disability (as the case may be) Good Reason did exist, the Termination Date shall be the earlier earliest of (1i) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 23 hereof, (2ii) the date of the ExecutiveEmployee’s death, death or (3iii) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive Employee so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive Employee hereunder shall continue after such determination as if the Executive Employee had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive Employee had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive Employee shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive Employee delivered his Notice of Termination. (Diii) Except as provided in Paragraphs Subsection (B) and (Cl)(q)(ii) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day appropriate period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the ExecutiveEmployee, the Executive Employee will be deemed to have voluntarily terminated his employment and the Termination Date shall be the earlier of the date 15- days after the Notice of Termination is given or one day prior to the end of the Employment Period and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive Employee other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date of the Executive’s termination of employment from the Company.

Termination Date. For purposes of this Agreement, except Except as otherwise provided in Section 2(b), Section 10(b) ), and Section 17(a) hereof), the term “Termination Date” means (i) if the Executive’s employment Termination of Employment is terminated by the Executive’s death, then the date of death; (ii) if the Executive’s employment Termination of Employment is terminated by reason of voluntary early retirement, as agreed in writing by the Company Employer and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if the Executive’s employment is terminated Termination of Employment is, for purposes of this Agreement, by reason of disability pursuant to Section 12 hereof12, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment Termination of Employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and (v) if the Executive’s employment Termination of Employment is terminated by the Company Employer (other than by reason of disability pursuant to Section 12 hereof12) or by the Executive for Good Reason, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by the Company for Cause pursuant to Section 1(d)(iii1(g)(iii) of this Agreement and if the Executive has substantially cured the conduct constituting such Cause as described by the Company Employer in its Notice of Termination within such thirty (30) -day or shorter period, then the Executive’s employment hereunder shall continue as if the Company Employer had not delivered its Notice of Termination and there shall be no Termination Date arising out of such NoticeTermination. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith Employer notifies the Executive that a dispute exists concerning such attempted the termination within the fifteen (15)-day 15-day period following receipt thereof, then the Executive may elect to continue his or her employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier earliest of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof22, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date of the Executive’s termination of employment from the Company.the

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(b) and Section 17(a) hereofhereof or as set forth below, the term “'Termination Date” date' means (i) if the Executive’s 's employment is terminated by the Executive’s 's death, then the date of death; (ii) if the Executive’s 's employment is terminated by reason of voluntary early retirement, as agreed in writing by the Company and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if the Executive’s 's employment is terminated by reason of disability pursuant to Section 12 hereof, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Periodperiod; (iv) if the Executive’s 's employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and (v) if the Executive’s 's employment is terminated by the Executive voluntarily pursuant to a Discretionary Termination, the Termination Date for purposes of the payment of a Termination Payment under Section 9(b) hereof shall be the date the Notice of Termination is given to the Company, but for any and all other purposes (including for all purposes under all of the Executive's stock option agreements with the Company), the effective Termination Date for employment termination hereunder and for all other purposes shall be such date as is specified by the Executive in his Notice of Termination, provided that such specified date shall not be more than ninety (90) days after the date of the Change in Control of the Company; and (vi) if the Executive's employment is terminated by the Company (other than by reason of disability pursuant to Section 12 hereof) or by the Executive for Good Reason, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing,, ..." [Remainder of existing Section 1(o) to remain as written in Agreement.] (A) If termination is by the Company for Cause pursuant to 3. The first paragraph of Section 1(d)(iii9(b) of this Agreement and if the Executive has substantially cured the conduct constituting such Cause as described by the Company in its Notice of Termination within such thirty (30) day or shorter period, then the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final amended and nonappealable judgment or other binding decision. (E) If the termination is described restated in Section 2 hereof, then the Termination Date shall be the date of the Executive’s termination of employment from the Company.its entirety as follows:

Termination Date. For purposes of this Agreement, except Except as otherwise provided in Section 10(b) Subsection 3(b), Subsection 11(b), and Section 17(aSubsection 18(a) hereof, the term “Termination Date” means (i) if the Executive’s employment Termination of Employment is terminated by the Executive’s death, then the date of death; (ii) if the Executive’s employment Termination of Employment is terminated by reason of voluntary early retirement, as agreed in writing by the Company Employer and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if the Executive’s employment Termination of Employment is terminated by reason of disability pursuant to Section 12 13 hereof, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment Termination of Employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and (v) if the Termination of Employment is by the Employer for Cause, the earlier of ten days after the Notice of Termination is given or one day prior to the end of the Employment Period; and (vi) if the Executive’s employment Termination of Employment is terminated by the Company Employer (other than for Cause or by reason of disability pursuant to Section 12 13 hereof) or by the Executive for Good Reason, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (Ai) If termination is by the Company for Cause pursuant to Section 1(d)(iiiSubsection 2(e)(iii) of this Agreement and if the Executive has substantially cured the conduct constituting such Cause as described by the Company Employer in its Notice of Termination within such thirty (30) ten-day or shorter period, then the Executive’s employment hereunder shall continue as if the Company Employer had not delivered its Notice of Termination; provided, however, the right of the Executive to cure such conduct shall apply only to the first Notice of Termination and there shall be no Termination Date arising out of such Noticeindicating that the termination is for Cause. (Bii) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day appropriate period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1i) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and the Termination Date shall be the earlier of the date fifteen days after the Notice of Termination is given or one day prior to the end of the Employment Period and (2ii) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date of the Executive’s termination of employment from the Company.

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(bThe Executive’s Termination Date shall be: (a) and Section 17(a) hereof, the term “Termination Date” means (i) if If the Executive’s employment is terminated by hereunder terminates on account of the Executive’s death, then the date of the Executive’s death; (iib) if If the Executive’s employment hereunder is terminated by reason on account of voluntary early retirementthe Executive’s Disability, as agreed in writing by the date that Executive satisfies the definition of Disability; (c) If the Company and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if terminates the Executive’s employment is terminated by reason of disability pursuant to Section 12 hereofhereunder for Cause, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is givendelivered to the Executive (subject to any applicable cure period herein); and (vd) if If the Company terminates the Executive’s employment is terminated by hereunder without Cause, the Company (other date specified in the Notice of Termination, which shall be no less than by reason of disability pursuant to Section 12 hereof) or by the Executive for Good Reason, then the earlier of thirty (30) days after following the date on which the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by delivered; provided that, the Company for Cause pursuant shall have the option to Section 1(d)(iii) of this Agreement and if provide the Executive has substantially cured the conduct constituting such Cause as described by the Company in its Notice of Termination within such with a lump sum payment equal to thirty (30) day or shorter perioddays’ Base Salary in lieu of such notice, then which shall be paid in a lump sum on the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out and for all purposes of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereofthis Agreement, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date on which such Notice of Termination is delivered; (e) If the Executive terminates his employment hereunder with or without Good Reason, the date specified in the Executive’s termination Notice of employment from Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Company may waive all or any part of the thirty (30) day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company.; and (f) If the Executive’s employment hereunder terminates because the Company provides notice of non-renewal pursuant to Section 1, the end of the Employment Term. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A. 5.8

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(b) and Section 17(a) hereof, the term “The Executive's "Termination Date” means " shall be: (ia) if If the Executive’s 's employment is terminated by hereunder terminates on account of the Executive’s 's death, then the date of death; (ii) if the Executive’s 's death; (b) If the Executive's employment hereunder is terminated by reason on account of voluntary early retirementthe Executive's Disability, as agreed in writing by the date that it is determined that the Executive has a Disability; (c) If the Company and terminates the Executive's employment hereunder for Cause, then the date of such early retirement which is set forth in such written agreement; (iii) if the Executive’s employment is terminated by reason of disability pursuant to Section 12 hereof, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and (v) if delivered to the Executive’s employment is terminated by ; (d) If the Company (other terminates the Executive's employment hereunder without Cause, the date specified in the Notice of Termination, which shall be no less than by reason of disability pursuant to Section 12 hereof) or by 30 days following the Executive for Good Reason, then the earlier of thirty (30) days after date on which the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by the Company for Cause pursuant to Section 1(d)(iii) of this Agreement and if the Executive has substantially cured the conduct constituting such Cause as described by the Company in its Notice of Termination within such thirty (30) day or shorter perioddelivered; provided that, then the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and have the option to provide the Executive with a lump sum payment equal to 30 days' Base Salary in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency lieu of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did existnotice, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following in a lump sum on the execution Executive's Termination Date and for all purposes of this Agreement, the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Executive's Termination Date shall be the date on which such Notice of Termination is delivered; (e) If the Executive terminates his employment hereunder with or without Good Reason, the date specified in the Executive's Notice of Termination, which shall be no less than 30 days following the date on which the Notice of Termination is delivered; provided that, the Company may waive all or any part of the 30 day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s termination of employment from 's Termination Date shall be the date determined by the Company.; and (f) If the Executive's employment hereunder terminates because either party provides notice of non-renewal pursuant to Section1, the Renewal Date immediately following the date on which the applicable party delivers notice of non-renewal. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a "separation from service" within the meaning of Section 409A.

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(bThe Executive’s Termination Date shall be: (a) and Section 17(a) hereof, the term “Termination Date” means (i) if If the Executive’s employment is terminated by hereunder terminates on account of the Executive’s death, then the date of the Executive’s death; ; (iib) if If the Executive’s employment hereunder is terminated by reason on account of voluntary early retirementthe Executive’s Disability, as agreed in writing by the date that it is determined that the Executive has a Disability; (c) If the Company and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if terminates the Executive’s employment is terminated by reason of disability pursuant to Section 12 hereofhereunder for Cause, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and delivered to the Executive; (vd) if If the Company terminates the Executive’s employment is terminated by hereunder without Cause, the Company (other date specified in the Notice of Termination, which shall be no less than by reason of disability pursuant to Section 12 hereof) or by the Executive for Good Reason, then the earlier of thirty (30) days after following the date on which the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by delivered; provided that, the Company for Cause pursuant shall have the option to Section 1(d)(iii) of this Agreement and if provide the Executive has substantially cured the conduct constituting such Cause as described by the Company in its Notice of Termination within such with a lump sum payment equal to thirty (30) day or shorter perioddays’ Base Salary in lieu of such notice, then which shall be paid in a lump sum on the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out and for all purposes of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereofthis Agreement, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date on which such Notice of Termination is delivered; (e) If the Executive terminates her employment hereunder with or without Good Reason, the date specified in the Executive’s termination Notice of employment from Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Company may waive all or any part of the thirty (30) day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company.; and (f) If the Executive’s employment hereunder terminates because the Company provides notice of non-renewal pursuant to Section 1, the end of the Employment Term. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(b) and Section 17(a) hereof, the term “Termination Date” means (i) if the Executive’s employment is terminated by the Executive’s death, then the date of death; (ii) if the Executive’s employment is terminated by reason of voluntary early retirement, as agreed in writing by the Company and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if the Executive’s employment is terminated by reason of disability pursuant to Section 12 hereof, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and (v) if the Executive’s employment is terminated by the Company (other than by reason of disability pursuant to Section 12 hereof) or by the Executive for Good Reason, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by the Company for Cause pursuant to Section 1(d)(iii) of this Agreement and if the Executive has substantially cured the conduct constituting such Cause as described by the Company in its Notice of 5 Termination within such thirty (30) day or shorter period, then the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) If opinions are required to be delivered pursuant to Section 9(c) hereof and such opinions shall not have been delivered, the Termination Date shall be the earlier of the date on which such opinions are delivered or one day prior to the end of the Employment Period. (E) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt 6 thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date of the Executive’s termination of employment from the Company.

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(b) and Section 17(a) hereof, the term The Executive’s “Termination Date” means shall be: (ia) if If the Executive’s employment is terminated by hereunder terminates on account of the Executive’s death, then the date of the Executive’s death; ; (iib) if If the Executive’s employment hereunder is terminated by reason on account of voluntary early retirementthe Executive’s Disability, as agreed in writing by the date that it is determined that the Executive has a Disability; (c) If the Company and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if terminates the Executive’s employment is terminated by reason of disability pursuant to Section 12 hereofhereunder for Cause, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and delivered to the Executive; (vd) if If the Company terminates the Executive’s employment is terminated by hereunder without Cause, the Company date specified in the Notice of Termination, which shall be no less than fifteen (other than by reason of disability pursuant to Section 12 hereof15) or by calendar days following the Executive for Good Reason, then the earlier of thirty (30) days after date on which the Notice of Termination is given or one day prior delivered; provided, that, the Company may provide the Executive compensation equal to the end fifteen (15) days’ in lieu of the Employment Period. Notwithstanding the foregoing,such notice; and (Ae) If termination is by the Company for Cause pursuant to Section 1(d)(iii) of this Agreement and if the Executive has substantially cured terminates his employment hereunder with or without Good Reason, the conduct constituting such Cause as described by date specified in the Company in its Executive’s Notice of Termination, which shall be no less than thirty (30) calendar days following the date on which the Notice of Termination within such is delivered; provided that, the Company may waive all or any part of the thirty (30) day or shorter periodnotice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, then the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date of the Executive’s termination of employment from determined by the Company; Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A (as defined in Section 20.11 below).

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(bThe Executive’s Termination Date shall be: (a) and Section 17(a) hereof, the term “Termination Date” means (i) if If the Executive’s employment is terminated by hereunder terminates on account of the Executive’s death, then the date of the Executive’s death; ; (iib) if If the Executive’s employment hereunder is terminated by reason on account of voluntary early retirementthe Executive’s Disability, as agreed in writing by the date that it is determined that the Executive has a Disability; (c) If the Company and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if terminates the Executive’s employment is terminated by reason of disability pursuant to Section 12 hereofhereunder for Cause, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and delivered to the Executive; (vd) if If the Company terminates the Executive’s employment is terminated by hereunder without Cause, the Company date specified in the Notice of Termination, which shall be no less than fifteen (other than by reason of disability pursuant to Section 12 hereof) or by the Executive for Good Reason, then the earlier of thirty (3015) days after following the date on which the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by delivered; provided that, the Company for Cause pursuant shall have the option to Section 1(d)(iii) of this Agreement and if provide the Executive has substantially cured the conduct constituting with a lump sum payment equal to fifteen (15) days’ Base Salary in lieu of such Cause as described by the Company notice, which shall be paid in its Notice of Termination within such thirty (30) day or shorter period, then a lump sum on the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out and for all purposes of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereofthis Agreement, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date on which such Notice of Termination is delivered; (e) If the Executive terminates her employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than fifteen (15) days following the date on which the Notice of Termination is delivered (or forty-five (45) days in the case of termination without Good Reason); provided that, the Company may waive all or any part of employment from such notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company.; and (f) If the Executive’s employment hereunder terminates because either party provides notice of non-renewal pursuant to Section 1, the Renewal Date immediately following the date on which the applicable party delivers notice of non-renewal. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. For purposes of this Agreement, except Except as otherwise provided in Section 2(b), Section 10(b) ), and Section 17(a) hereof), the term “Termination Date” means (i) if the Executive’s employment Termination of Employment is terminated by the Executive’s death, then the date of death; (ii) if the Executive’s employment Termination of Employment is terminated by reason of voluntary early retirementRetirement, as agreed in writing by the Company and the Executive, then the date of such early retirement which is set forth in such written agreementretirement; (iii) if the Executive’s employment Termination of Employment is terminated by reason of disability pursuant to Section 12 hereof12, then the earlier of thirty (30) 30 days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment Termination of Employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and (v) if the Executive’s employment Termination of Employment is terminated by the Company Employer (other than by reason of disability pursuant to Section 12 hereof12) or by the Executive for Good Reason, then the earlier of thirty (30) 30 days after the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by the Company for Cause pursuant to Section 1(d)(iii1(g)(iii) of this Agreement and if the Executive has substantially cured the conduct constituting such Cause as described by the Company Employer in its Notice of Termination within such thirty (30) -day or shorter period, then the Executive’s employment hereunder shall continue as if the Company Employer had not delivered its Notice of Termination and there shall be no Termination Date arising out of such NoticeTermination. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith Employer notifies the Executive that a dispute exists concerning such attempted the termination within the fifteen (15)-day 15-day period following receipt thereof, then the Executive may elect to continue his or her employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier earliest of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof22, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and Section 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (DC) Except as provided in Paragraphs (B) and (C) aboveSection 1(r)(B), if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day appropriate period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and the Termination Date shall be the earlier of the date 15 days after the Notice of Termination is given or one day prior to the end of the Employment Period and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date of the Executive’s termination of employment from the Company.

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(b) and Section 17(a) hereofhereof or as set forth below, the term “'Termination Date” ' means (i) if the Executive’s 's employment is terminated by the Executive’s 's death, then the date of death; (ii) if the Executive’s 's employment is terminated by reason of voluntary early retirement, as agreed in writing by the Company and the Executive, then the date of such early retirement which is as set forth in such written agreement; (iii) if the Executive’s 's employment is terminated by reason of disability pursuant to Section 12 hereof, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s 's employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and (v) if the Executive’s 's employment is terminated by the Executive voluntarily pursuant to a Discretionary Termination, the Termination Date for the purposes of the payment of a Termination Payment and a Gross-Up Payment, if any, under Section 9(b) hereof shall be the date the Notice of Termination is given to the Company; and (vi) if the Executive's employment is terminated by the Company (other than by reason of disability pursuant to Section 12 hereof) or by the Executive for Good Reason, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing," [Remainder of existing Section 1(o) to remain as written in the Agreement.] 4. Section 5(c) of the Agreement is hereby amended and restated to read in its entirety as follows: (Ac) If termination Regardless of whether or not an Employment Period exists or is ongoing, from the date of a Change in Control of the Company (regardless of whether the Executive has ceased to be employed by the Company for Cause pursuant any reason) until he reaches age 85, the Executive and the Executive's wife, and each of their children until they reach the age of 21, shall each be entitled to Section 1(d)(iiireceive, without cost, premium, co-pay or deductible charges, full health and medical, dental and vision care as provided by the Company to its senior executive employees; provided, that the Executive and his wife shall not be limited to their choice(s) of this Agreement doctor or the location(s) at which such care is provided. In the event that the Executive dies prior to reaching age 85, his wife shall continue to receive such health care benefits on the same terms and if conditions, until the date when the Executive would have otherwise reached age 85 but for his death, and each of their children shall continue to receive such health care benefits on the same terms and conditions until they reach age 21. From the date of a Change in Control of the Company (regardless of whether the Executive has substantially cured the conduct constituting such Cause as described ceased to be employed by the Company for any reason) until he reaches age 65, the Executive will also be entitled to the benefit of a long-term and short-term disability insurance policy of $3,000 per month, and in its Notice of Termination within such thirty (30) day the event that the Executive dies prior to reaching age 65, his wife shall receive the benefits or shorter period, then the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out continued coverage of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability policies (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) ). From the date of a Change in Control of the Company (regardless of whether the Executive has ceased to be employed by the Company for any reason), the Company will not, without the Executive’s death's consent, make any changes in the foregoing benefits that would adversely affect in any material respect the rights or (3) one day prior to benefits of the end of Executive or his wife or children thereunder. During the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case also be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) aboveentitled to receive any other perquisites generally made available, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant from time to a legally binding settlement time or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not existat any time, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will 's key management personnel. Any payments under this Section 5(c) shall be deemed in addition to have terminated the Executive any other than payments or benefits to be received by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement or otherwise, including under Section 4(C)(ii) of that certain Employment Agreement, dated as of January 1, 1996, by and between the Company and the Executive (the "Employment Agreement")." 5. A new Section 5(f) is hereby added to the Agreement, to read in its entirety as follows: "Regardless of whether or not an Employment Period exists or is ongoing, immediately upon a Change in Control of the Company, all awards granted to the Executive and then outstanding under the Company's stock option and incentive compensation plans ('Executive Awards') that are not then exercisable by their terms automatically will become immediately exercisable and fully vested for the remainder of their stated terms. In addition, for a period of thirty (30) days following such Change in Control of the Company, the Executive shall have the right to terminate the Executive Awards and to receive a lump-sum payment, in cash, equal to the product of (a) the excess of (x) the per-unit fair market value of the securities underlying the Executive Awards, over (y) the per-unit exercise price of such Executive Awards, and (b) the number of units of such securities covered by the Executive Awards. For purposes of the preceding sentence, the 'fair market value' of securities shall be paid promptly following based on the highest of (i) the per-unit closing sale price of the securities underlying the Executive Awards, as reported on a national securities exchange or by the Nasdaq Stock Market, on the execution date of the legally binding settlement or issuance agreement pursuant to which the Change in Control of the final Company is effected, (ii) the per-unit closing sale price of the securities underlying the Executive Awards, as reported on a national securities exchange or by the Nasdaq Stock Market, on the effective date of the transaction constituting a Change in Control of the Company, and nonappealable judgment (iii) the highest per-unit price for such securities actually paid in connection with such Change in Control of the Company. Notwithstanding the foregoing, if the exercise of any right granted pursuant to this Section 5(f) would make a transaction constituting a Change in Control of the Company ineligible for pooling of interests accounting under XXX Xx. 00 which, but for this Section 5(f), would otherwise be eligible for such accounting treatment, the Board of Directors of the Company shall have the ability to substitute for the cash payable pursuant to this Section 5(f) securities of the Company (or of the other binding decisionentity surviving the transaction constituting the Change in Control of the Company, or its parent corporation, if applicable) having a fair market value equal to the cash that would otherwise be payable hereunder. For purposes of the preceding sentence, the 'fair market value' of securities shall be based on the lower of (i) the average closing bid price of such securities for the ten (10) trading days prior to the execution date of the agreement pursuant to which the Change in Control of the Company is effected, and (ii) the average of the closing bid price of such securities for the ten (10) trading days prior to the effective date of the transaction constituting a Change in Control of the Company, in each case as such closing bid prices are reported on a national securities exchange or by the Nasdaq Stock Market." 6. The second and third paragraphs of Section 9(b) of the Agreement are hereby deleted in their entirety and a new paragraph inserted in their place, to read in its entirety as follows: "In the event that a portion of the Termination Payment, Accrued Benefits or any other payment or benefit under this Agreement, or payments to or for the benefit of the Executive under any other agreement or plan of the Company (E) If the termination is described 'Total Benefits'), be deemed to be an 'excess parachute payment,' as defined in Section 2 hereof280G of the Code, then the Termination Date Company shall pay the Executive, no later than the tenth day following the Executive's request, such additional cash amount as is necessary to place the Executive in the same after-tax financial position that he would have been in if he had not incurred any liability for Excise Tax ('Excise Tax Liability') under Section 4999 of the Code (the 'Gross-Up Payment'). For purposes of determining whether any of the Total Benefits will be subject to Excise Tax Liability and the amount of such Excise Tax Liability, (i) Total Benefits shall be treated as 'parachute payments' (within the date meaning of Section 280G(b)(2) of the Code) unless, in the reasonable opinion of the Company's tax counsel (as confirmed by the Executive's tax counsel), such Total Benefits (in whole or in part) do not constitute parachute payments, including by reason of Section 280G(b)(4)(A) of the Code, and all 'excess parachute payments' (within the meaning of Section 280G(b)(1) of the Code) shall be treated as subject to Excise Tax Liability, unless, in the reasonable opinion of the Company's tax counsel (as confirmed by the Executive's tax counsel), such excess parachute payments represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4)(B) of the Code, or are not otherwise subject to Excise Tax Liability, and (ii) the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the residence of the Executive’s termination , net of employment the maximum reduction in federal income taxes that could be obtained from deduction of such state and local taxes." 7. A new Section 26 is hereby added to the Company.Agreement, to read in its entirety as follows:

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(bThe Executive’s Termination Date shall be: (a) and Section 17(a) hereof, the term “Termination Date” means (i) if If the Executive’s employment is terminated by hereunder terminates on account of the Executive’s death, then the date of the Executive’s death; (iib) if If the Executive’s employment hereunder is terminated by reason on account of voluntary early retirementthe Executive’s Disability, as agreed in writing by the date that Executive satisfies the definition of Disability; (c) If the Company and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if terminates the Executive’s employment is terminated by reason of disability pursuant to Section 12 hereofhereunder for Cause, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is givendelivered to the Executive (subject to any applicable cure period herein); and (vd) if If the Company terminates the Executive’s employment is terminated by hereunder without Cause, the Company (other date specified in the Notice of Termination, which shall be no less than by reason of disability pursuant to Section 12 hereof) or by the Executive for Good Reason, then the earlier of thirty (30) days after following the date on which the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by delivered; provided that, the Company for Cause pursuant shall have the option to Section 1(d)(iii) of this Agreement and if provide the Executive has substantially cured the conduct constituting such Cause as described by the Company in its Notice of Termination within such with a lump sum payment equal to thirty (30) day or shorter perioddays’ Base Salary in lieu of such notice, then which shall be paid in a lump sum on the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out and for all purposes of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereofthis Agreement, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date on which such Notice of Termination is delivered; (e) If the Executive terminates her employment hereunder with or without Good Reason, the date specified in the Executive’s termination Notice of employment from Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Company may waive all or any part of the thirty (30) day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company.; and (f) If the Executive’s employment hereunder terminates because the Company provides notice of non-renewal pursuant to Section 1, the end of the Employment Term. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A. 5.8

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(b) and Section 17(a) hereof, the term The Executive’s “Termination Date” means shall be: (ia) if If the Executive’s employment is terminated by hereunder terminates on account of the Executive’s death, then the date of the Executive’s death; ; (iib) if If the Executive’s employment hereunder is terminated by reason on account of voluntary early retirementthe Executive’s Disability, as agreed in writing by the date that it is determined that the Executive has a Disability; (c) If the Company and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if terminates the Executive’s employment is terminated by reason of disability pursuant to Section 12 hereofhereunder for Cause, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and delivered to the Executive; (vd) if If the Company terminates the Executive’s employment is terminated by hereunder without Cause, the Company (other date specified in the Notice of Termination, which shall be no less than by reason of disability pursuant to Section 12 hereof) or by 90 days following the Executive for Good Reason, then the earlier of thirty (30) days after date on which the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by delivered; provided that, the Company for Cause pursuant shall have the option to Section 1(d)(iii) of this Agreement and if provide the Executive has substantially cured the conduct constituting with a lump sum payment equal to 90 days’ Base Salary in lieu of such Cause as described by the Company notice, which shall be paid in its Notice of Termination within such thirty (30) day or shorter period, then a lump sum on the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out and for all purposes of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereofthis Amended Agreement, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date on which such Notice of Termination is delivered; (e) If the Executive terminates her employment hereunder with or without Good Reason, the date specified in the Executive’s termination Notice of employment from Termination, which shall be no less than 90 days following the date on which the Notice of Termination is delivered; provided that, the Company may waive all or any part of the 90 day notice period for no consideration by giving written notice to the Executive, and for all purposes of this Amended Agreement, the Executive’s Termination Date shall be the date determined by the Company.; and (f) If the Executive’s employment hereunder terminates because either party provides notice of non-renewal pursuant to Section 1, the Renewal Date immediately following the date on which the applicable party delivers notice of non-renewal. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(b) and Section 17(a) hereof, the term The Executive’s “Termination Date” means shall be: (ia) if If the Executive’s employment is terminated by hereunder terminates on account of the Executive’s death, then the date of the Executive’s death; ; (iib) if If the Executive’s employment hereunder is terminated by reason on account of voluntary early retirementthe Executive’s Disability, as agreed in writing by the date that it is determined that the Executive has a Disability; (c) If the Company and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if terminates the Executive’s employment is terminated by reason of disability pursuant to Section 12 hereofhereunder for Cause, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and delivered to the Executive; (vd) if If the Company terminates the Executive’s employment is terminated by hereunder without Cause, the Company (other date specified in the Notice of Termination, which shall be no less than by reason of disability pursuant to Section 12 hereof) or by the Executive for Good Reason, then the earlier of thirty (30) days after following the date on which the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by delivered; provided that, the Company for Cause pursuant shall have the option to Section 1(d)(iii) of this Agreement and if provide the Executive has substantially cured the conduct constituting with a lump sum payment equal to 30-days’ Base Salary in lieu of such Cause as described by the Company notice, which shall be paid in its Notice of Termination within such thirty (30) day or shorter period, then a lump sum on the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice Termination Date, and for all purposes of Termination and there shall be no Termination Date arising out of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereofthis Agreement, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date on which such Notice of Termination is delivered; (e) If the Executive terminates his employment hereunder with or without Good Reason, the date specified in the Executive’s termination Notice of employment from Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Company may waive all or any part of the 30-day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company.; and (f) If the Executive’s employment hereunder terminates because either party provides notice of non-renewal pursuant to Section 1, the Renewal Date immediately following the date on which the applicable party delivers notice of non-renewal. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(b) and Section 17(a) hereof, the term “The Executive's "Termination Date” means " shall be: (ia) if If the Executive’s 's employment is terminated by hereunder terminates on account of the Executive’s 's death, then the date of death; (ii) if the Executive’s 's death; (b) If the Executive's employment hereunder is terminated by reason on account of voluntary early retirementthe Executive's Disability, as agreed in writing by the date that it is determined that the Executive has a Disability; (c) If the Company and terminates the Executive's employment hereunder for Cause, then the date of such early retirement which is set forth in such written agreement; (iii) if the Executive’s employment is terminated by reason of disability pursuant to Section 12 hereof, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and (v) if delivered to the Executive’s employment is terminated by ; (d) If the Company terminates the Executive's employment hereunder without Cause, the date specified in the Notice of Termination, which shall be no less than fourteen (other than by reason of disability pursuant to Section 12 hereof) or by the Executive for Good Reason, then the earlier of thirty (3014) days after following the date on which the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by the Company for Cause pursuant to Section 1(d)(iii) of this Agreement and if the Executive has substantially cured the conduct constituting such Cause as described by the Company in its Notice of Termination within such thirty (30) day or shorter perioddelivered; provided that, then the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and have the option to provide the Executive with a lump sum payment equal to fourteen (14) days' Base Salary in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency lieu of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did existnotice, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following in a lump sum on the execution Executive's Termination Date and for all purposes of this Agreement, the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Executive's Termination Date shall be the date on which such Notice of Termination is delivered; (e) If the Executive terminates his employment hereunder with or without Good Reason, the date specified in the Executive's Notice of Termination, which shall be no less than fourteen (14) days following the date on which the Notice of Termination is delivered; provided that, the Company may waive all or any part of the fourteen (14) day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s termination of employment from 's Termination Date shall be the date determined by the Company.; and (f) If the Executive's employment hereunder terminates because either party provides notice of non-renewal pursuant to Section 1, the Renewal Date immediately following the date on which the applicable party delivers notice of non-renewal. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a "separation from service" within the meaning of Section 409A.

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(b) and Section 17(a) hereof, the term Executive’s “Termination Date” means shall be: (ia) if the Executive’s employment is terminated by the hereunder terminates on account of Executive’s death, then the date of Executive’s death; ; (iib) if Executive’s employment hereunder is terminated on account of Executive’s Disability, the date that it is determined that Executive has a Disability; (c) if the Company terminates Executive’s employment is terminated by reason of voluntary early retirementhereunder for Cause, as agreed in writing by the Company and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if the Executive’s employment is terminated by reason of disability pursuant to Section 12 hereof, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and delivered to Executive; (vd) if the Company terminates Executive’s employment is terminated by hereunder without Cause, the Company date specified in the Notice of Termination, which shall be no less than forty-five (other than by reason of disability pursuant to Section 12 hereof) or by the Executive for Good Reason, then the earlier of thirty (3045) days after following the date on which the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by the Company for Cause pursuant to Section 1(d)(iii) of this Agreement and if the Executive has substantially cured the conduct constituting such Cause as described by the Company in its Notice of Termination within such thirty (30) day or shorter perioddelivered; provided that, then the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (B) If the Company shall give have the option to provide Executive with a Notice of Termination for Cause or by reason of disability and the Executive lump sum payment equal to forty-five (45) days’ Base Salary in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency lieu of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did existnotice, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution in a lump sum on Executive’s Termination Date and for all purposes of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereofthis Agreement, then the Executive’s Termination Date shall be the date on which such Notice of Termination is delivered; and (e) if Executive terminates his employment hereunder with or without Good Reason, the date specified in Executive’s Notice of Termination, which shall be no less than forty-five (45) days following the date on which the Notice of Termination is delivered; provided that, the Company may waive all or any part of the forty-five (45) day notice period for no consideration by giving written notice to Executive and for all purposes of this Agreement, Executive’s termination of employment from Termination Date shall be the date determined by the Company. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which Executive incurs a “separation from service” within the meaning of Section 409A (as defined in Section 23 of this Agreement).

Termination Date. For purposes The date Employee’s employment hereunder is deemed terminated shall hereinafter be referred to as the “Termination Date”. Upon the Termination Date, all obligations of Company under this Agreement shall immediately terminate, and Company shall have no further liability to Employee under this Agreement, except as otherwise provided in Section 10(b) and Section 17(a) hereof, the term “Termination Date” means (i) if the Executive’s employment is terminated by the Executive’s death, then the date of death; (ii) if the Executive’s employment is terminated by reason of voluntary early retirement, as agreed in writing by the Company and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if the Executive’s employment is terminated by reason of disability pursuant to Section 12 hereof, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and (v) if the Executive’s employment is terminated by the Company (other than by reason of disability pursuant to Section 12 hereof) or by the Executive for Good Reason, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Periodany accrued but unpaid obligations hereunder. Notwithstanding the foregoing, (A) If termination is by the Company for Cause pursuant to Section 1(d)(iii) of this Agreement and if the Executive has substantially cured the conduct constituting such Cause as described by the Company in its Notice of Termination within such thirty (30) day or shorter period, then the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the The Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date follows: 6.3.1 Employee’s employment shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) deemed terminated immediately upon the date of the Executiveevent permitting the Company to terminate the Employee for cause as defined in Section 6.1 above. 6.3.2 Employee’s employment shall be deemed terminated immediately upon Employee’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after ; in such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date of death. 6.3.3 In the Executiveevent of Employee’s Disability, the Termination Date shall be the date Company gives written notice to Employee of its election to terminate Employee’s employment in accordance with the notice provisions of Paragraph 8 herein. 6.3.4 In the event Company elects to terminate Employee’s employment, except for cause under Section 6.3.1 (in which case termination is immediate), it shall give Employee written notice of its election to terminate such employment from in accordance with Paragraph 8 herein. The Termination Date in such case shall be deemed to be thirty (30) days following the Companydate Employee is deemed to have received notice in accordance with the provisions of Paragraph 8 herein. 6.3.5 In the event Employee elects to terminate his employment, he shall give Company written notice of his election to terminate such employment in accordance with Paragraph 8 herein. The Termination Date in such case shall be deemed to be thirty (30) days following the date Company is deemed to have received notice in accordance with the provisions of Paragraph 8 herein. 6.3.6 If not otherwise terminated in accordance with the terms contained herein, the Termination Date shall be September 29, 2009, unless renewed in accordance with this Agreement.

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 2(b), Section 10(b) and Section 17(a) hereof, the term “Termination Date” means (i) if the Executive’s employment is terminated by the Executive’s death, then the date of death; (ii) if the Executive’s employment is terminated by reason of voluntary early retirement, as agreed in writing by the Company and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if the Executive’s employment is terminated for purposes of this Agreement by reason of disability pursuant to Section 12 hereof, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and (v) if the Executive’s employment is terminated by the Company (other than by reason of disability pursuant to Section 12 hereof) or by the Executive for Good Reason, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by the Company for Cause pursuant to Section 1(d)(iii) of this Agreement and if the Executive has substantially cured the conduct constituting such Cause as described by the Company in its Notice of Termination within such thirty (30) day or shorter period, then the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such NoticeTermination. (B) If the Company (or the Employer) shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted the termination within the fifteen (15)-day day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute dispute, and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company (of the Employer) had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Company (or the Employer) had not delivered the Notice of Termination except that, if it is finally determined that the Company (or the Employer) properly terminated the Executive for the reason asserted in the Notice of Termination, the Executive shall in no case be entitled to a Termination Payment (as hereinafter defined) arising out of events occurring after the Company delivered its Notice of Termination. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith (or the Employer) notifies the Executive that a dispute exists concerning such attempted the termination within the fifteen (15)-day day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier earliest of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs Paragraph (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day appropriate period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and the Termination Date shall be the earlier of the date fifteen days after the Notice of Termination is given or one day prior to the end of the Employment Period and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date of the Executive’s termination of employment from the Company.

Termination Date. For purposes (a) The Commitments shall terminate and each Bank shall be relieved of this Agreementits obligations to make any Loan on the Termination Date. The Borrower may from time to time request an extension of the Termination Date for an additional one-year period by executing and delivering to the Agent a Commitment Termination Date Extension Request at least 60 but not more than 90 days prior to the then scheduled Termination Date. The Termination Date shall be so extended if the Agent shall have received from each Bank on or prior to the 30th day preceding the then scheduled Termination Date a duly executed counterpart of such Commitment Termination Date Extension Request. Each Bank may in its sole and absolute discretion withhold its consent, except as otherwise provided or condition its consent, to any such Commitment Termination Date Extension Request. (b) Notwithstanding the foregoing, if the Agent shall have received duly executed counterparts of a Commitment Termination Date Extension Request from Banks representing, in Section 10(b) and Section 17(a) hereofthe aggregate, 80% or more of the Commitments, but less than 100% of the Commitments, on or prior to the 30th day preceding the then scheduled Termination Date, the term Agent shall so notify (the date of such notice being the “Notice Date”) the Borrower, and the Borrower shall have the right to seek a substitute bank or banks (the “New Banks”) which New Banks would meet the requirements to be Eligible Assignees, acceptable to the Agent and the Borrower (which may be one or more of the Banks) to replace the Bank or Banks which have not delivered a counterpart of such Commitment Termination Date” means Date Extension Request by such time; provided, that such New Banks shall replace such nonrenewing Banks on all such nonrenewing Banks’ Commitments, Loans, L/C Obligations and L/C Advances, so the Pro Rata Share of any New Bank of the Acquisition Commitments, Revolving Commitments, Loans, L/C Obligations and L/C Advances shall be the same. If any Termination Date shall not have been extended pursuant to clause (a) above, the Borrower shall elect, by delivering to the Agent at least four Business Days’ prior to the then scheduled Termination Date a written notice of election, either (i) if not to extend such Termination Date, in which case such Termination Date shall not be so extended for any Bank irrespective of whether such Bank has or has not sent its duly executed counterpart of the Executive’s employment is terminated by the Executive’s death, then the date of death; Commitment Termination Date Extension Request or (ii) if the Executive’s employment is terminated by reason of voluntary early retirement, as agreed in writing by the Company and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if the Executive’s employment is terminated by reason of disability pursuant to Section 12 hereof, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end aggregate Commitments of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice Banks who have delivered duly executed counterparts of a Commitment Termination is given; and (v) if the Executive’s employment is terminated by the Company (other than by reason of disability pursuant to Section 12 hereof) or by the Executive for Good Reason, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end Date Extension Request represent at least 80% of the Employment Period. Notwithstanding the foregoing, Commitments, to extend such current Termination Date, in which case (Ax) If termination is by the Company for Cause pursuant to Section 1(d)(iii) of this Agreement and if the Executive has substantially cured the conduct constituting such Cause as described by the Company in its Notice of Termination within such thirty (30) day or shorter period, then the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If extended for an additional period of one year from the Executive so elects then scheduled Termination Date, and it is thereafter determined that Cause or disability (as y) the case may be) did exist, Commitments shall be reduced on the then scheduled Termination Date to an amount equal to the aggregate of the Commitments of the Banks who had delivered duly executed counterparts of a Commitment Termination Date Extension Request on or prior to the 30th day preceding the then scheduled Termination Date, plus the aggregate Commitments of the New Banks and (z) the Commitments shall be reduced on the earlier of then scheduled Termination Date to an amount equal to (1) the date on which the dispute is finally determined, either (x) by mutual written agreement aggregate of the parties Commitments of the Banks who have delivered executed counterparts of a Commitment Termination Date Extension Request on or (y) in accordance with Section 22 hereof, prior to the 30th day preceding the then scheduled Termination Date plus (2) the date aggregate Commitments of the Executive’s deathNew Banks, and the Borrower shall pay (such payment to be made on such Termination Date) in full all Revolving Loans and Acquisition Loans plus all accrued interest and fees (including any amounts owed under Section 4.4) owing to each such non-renewing Bank and each such non-renewing Bank (to the extent that such Loans have not been acquired by the new Banks) shall no longer have any Commitment for purposes of this Agreement and each other Loan Document. If the Borrower shall not have delivered such a written notice of election to the Agent on or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not existthen scheduled Termination Date, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall not be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Terminationextended. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date of the Executive’s termination of employment from the Company.

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(bThe Executive’s Termination Date shall be: (a) and Section 17(a) hereof, the term “Termination Date” means (i) if If the Executive’s employment is terminated by hereunder terminates on account of the Executive’s death, then the date of the Executive’s death; ; (iib) if If the Executive’s employment hereunder is terminated by reason on account of voluntary early retirement, as agreed in writing by the Company and the Executive’s Disability, then the date of such early retirement which that it is set forth in such written agreement; determined that the Executive has a Disability; (iiic) if If the Corporation terminates the Executive’s employment is terminated by reason of disability pursuant to Section 12 hereofhereunder for Cause, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and delivered to the Executive; (vd) if If the Corporation terminates the Executive’s employment is terminated by hereunder without Cause, the Company (other date specified in the Notice of Termination, which shall be no less than by reason of disability pursuant to Section 12 hereof) or by 30 calendar days following the Executive for Good Reason, then the earlier of thirty (30) days after date on which the Notice of Termination is given or one day prior delivered; provided that, the Corporation shall have the option to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by the Company for Cause pursuant to Section 1(d)(iii) of this Agreement and if provide the Executive has substantially cured the conduct constituting with a lump sum payment equal to 60 calendar days’ Base Salary in lieu of such Cause as described by the Company notice, which shall be paid in its Notice of Termination within such thirty (30) day or shorter period, then a lump sum on the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out and for all purposes of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereofthis Agreement, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date on which such Notice of Termination is delivered; and (e) If the Executive terminates his employment hereunder with or without Good Reason, the date specified in the Executive’s termination Notice of employment Termination, which shall be no less than 60 calendar days following the date on which the Notice of Termination is delivered. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a Separation from Service within the Company.meaning of Section 409A.

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(b) and Section 17(a) hereof, the term The Executive’s “Termination Date” means shall be: (ia) if If the Executive’s employment is terminated by hereunder terminates on account of the Executive’s death, then the date of the Executive’s death; ; (iib) if If the Executive’s employment hereunder is terminated by reason on account of voluntary early retirementthe Executive’s Disability, as agreed in writing by the date that it is determined that the Executive has a Disability; (c) If the Company and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if terminates the Executive’s employment is terminated by reason of disability pursuant to Section 12 hereofhereunder for Cause, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and delivered to the Executive; (vd) if If the Company terminates the Executive’s employment is terminated by hereunder without Cause, the Company (other date specified in the Notice of Termination, which shall be no less than by reason of disability pursuant to Section 12 hereof) or by the Executive for Good Reason, then the earlier of thirty (30) days after following the date on which the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by delivered; provided that, the Company for Cause pursuant shall have the option to Section 1(d)(iii) of this Agreement and if provide the Executive has substantially cured the conduct constituting such Cause as described by the Company in its Notice of Termination within such with a lump sum payment equal to thirty (30) day or shorter perioddays’ Base Salary in lieu of such notice, then which shall be paid in a lump sum on the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out and for all purposes of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereofthis Agreement, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date on which such Notice of Termination is delivered; (e) If the Executive terminates his employment hereunder with or without Good Reason, the date specified in the Executive’s termination Notice of employment from Termination, which shall be no less than ninety (90) days following the date on which the Notice of Termination is delivered; provided that, the Company may waive all or any part of the ninety (90) day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company.; and (f) If the Executive’s employment hereunder terminates because either party provides notice of non-renewal pursuant to Section 1, the Renewal Date immediately following the date on which the applicable party delivers notice of non-renewal. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(b) and Section 17(a) hereof, the term The Executive’s “Termination Date” means shall be: (ia) if If the Executive’s employment is terminated by hereunder terminates on account of the Executive’s death, then the date of the Executive’s death; ; (iib) if If the Executive’s employment hereunder is terminated by reason on account of voluntary early retirementthe Executive’s Disability, as agreed in writing by the date that it is determined that the Executive has a Disability; (c) If the Company and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if UC terminate the Executive’s employment is terminated by reason of disability pursuant to Section 12 hereofhereunder for Cause, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; delivered to the Executive following completion of the resolution, notice and opportunity to be heard process provided for in Sub-Section 4.1(b) of this Agreement, above, if applicable; (vd) if If the Company and UC terminate the Executive’s employment is terminated by hereunder without Cause, the Company date specified in the Notice of Termination, which shall be no less than ninety (other than by reason of disability pursuant to Section 12 hereof) or by the Executive for Good Reason, then the earlier of thirty (3090) days after following the date on which the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing,delivered; (Ae) If termination is by the Company for Cause pursuant to Section 1(d)(iii) of this Agreement and if the Executive has substantially cured terminates his employment hereunder with or without Good Reason, the conduct constituting such Cause as described by the Company date specified in its Notice of Termination within such thirty (30) day or shorter period, then the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there Termination, which, in the event of termination without Good Reason, shall be no Termination Date arising out of such Notice. less than ninety (B90) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period days following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute Notice of Termination is finally determineddelivered; provided that, either (x) by mutual written agreement the Company and UC may waive all or any part of the parties or (y) in accordance with Section 22 hereof90-day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date of determined by the Company and UC; and (f) If the Executive’s termination employment hereunder terminates because either the Executive or the Company and UC provides notice of employment non-renewal pursuant to Section 1, the Renewal Date immediately following the date on which the applicable party delivers notice of non-renewal. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the Company.meaning of Section 409A.

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(b) and Section 17(a) hereof, the term The Executive’s “Termination Date” means shall be: (ia) if If the Executive’s employment is terminated by hereunder terminates on account of the Executive’s death, then the date of the Executive’s death; ; (iib) if If the Executive’s employment hereunder is terminated by reason on account of voluntary early retirementthe Executive’s Disability, as agreed in writing by the date that it is determined that the Executive has a Disability; (c) If the Company and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if terminates the Executive’s employment is terminated by reason of disability pursuant to Section 12 hereofhereunder for Cause, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and delivered to the Executive; (vd) if If the Company terminates the Executive’s employment is terminated by hereunder without Cause, the Company (other date specified in the Notice of Termination, which shall be no less than by reason of disability pursuant to Section 12 hereof) or by 90 days following the Executive for Good Reason, then the earlier of thirty (30) days after date on which the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by delivered; provided that, the Company for Cause pursuant shall have the option to Section 1(d)(iii) of this Agreement and if provide the Executive has substantially cured the conduct constituting with a lump sum payment equal to 90 days’ Base Salary in lieu of such Cause as described by the Company notice, which shall be paid in its Notice of Termination within such thirty (30) day or shorter period, then a lump sum on the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out and for all purposes of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereofthis Agreement, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date on which such Notice of Termination is delivered; (e) If the Executive terminates the Executive’s termination employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than 90 days following the date on which the Notice of Termination is delivered; and (f) If the Executive’s employment from hereunder terminates because either party provides notice of non-renewal pursuant to Section 1, the CompanyRenewal Date immediately following the date on which the applicable party delivers notice of non-renewal.

Termination Date. For purposes of this Agreement, except Except as otherwise provided in Section 2(b), ---------------- ------------ Section 10(b) ), and Section 17(a) hereof), the term “"Termination Date” " means (i) if the ------------- ------------- Executive’s 's employment is terminated by the Executive’s 's death, then the date of death; (ii) if the Executive’s 's employment is terminated by reason of voluntary early retirement, as agreed in writing by the Company Employer and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if the Executive’s 's employment is terminated for purposes of this Agreement by reason of disability pursuant to Section 12 hereof12, then the earlier of thirty (30) days after ---------- the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s 's employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and (v) if the Executive’s 's employment is terminated by the Company Employer (other than by reason of disability pursuant to Section 12 hereof12) or by the Executive ---------- for Good Reason, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by the Company for Cause pursuant to Section 1(d)(iii1(f)(iii) of this Agreement ---------------- and if the Executive has substantially cured the conduct constituting such Cause as described by the Company Employer in its Notice of Termination within such thirty (30) thirty-day or shorter period, then the Executive’s 's employment hereunder shall continue as if the Company Employer had not delivered its Notice of Termination and there shall be no Termination Date arising out of such NoticeTermination. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith Employer notifies the Executive that a dispute exists concerning such attempted the termination within the fifteen (15)-day fifteen-day period following receipt thereof, then the Executive may elect to continue his or her employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier earliest of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof22, (2) the date of the Executive’s 's death or (3) ---------- one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and Section 9 hereof (including a --------- Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (DC) Except as provided in Paragraphs (B) and (C) aboveSection 1(m)(B), if the party receiving -------------- the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day appropriate period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and the Termination Date shall be the earlier of the date fifteen days after the Notice of Termination is given or one day prior to the end of the Employment Period and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date of the Executive’s termination of employment from the Company.

Termination Date. For purposes The Executive's Termination Date shall be: (a) lf the Executive's employment hereunder terminates on account of this Agreement, except as otherwise provided in Section 10(b) and Section 17(a) hereofthe Executive's death, the term “Termination Date” means date of the Executive's death; (ib) if the Executive’s 's employment hereunder is terminated by on account of the Executive’s death's Disability, then the date of death; that it is determined that the Executive has a Disability; (iic) if If the Company terminates the Executive’s 's employment is terminated by reason of voluntary early retirementhereunder for Cause, as agreed in writing by the Company and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if the Executive’s employment is terminated by reason of disability pursuant to Section 12 hereof, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and (v) if delivered to the Executive’s employment is terminated by ; (d) If the Company (other terminates the Executive's employment hereunder with Out Cause, the date specified in the Notice of Termination, which shall be no less than by reason of disability pursuant to Section 12 hereof) or by 7 days following the Executive for Good Reason, then the earlier of thirty (30) days after xxxx on which the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by the Company for Cause pursuant to Section 1(d)(iii) of this Agreement and if the Executive has substantially cured the conduct constituting such Cause as described by the Company in its Notice of Termination within such thirty (30) day or shorter perioddelivered; provided that, then the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and have the option to provide the Executive with a lump sum payment equal to 14 days' Base Salary in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency lieu of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did existnotice, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following in a lump sum on the execution Executive's Termination Date and for all purposes of this Agreement, the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Executive's Termination Date shall be the date on which such Notice of Termination is delivered; (e) If the Executive terminates his employment hereunder with or without Good Reason, the date specified in the Executive's Notice of Termination, which shall be no less than 60 days following the date on which the Notice of Termination is delivered; [provided that, the Company may waive all or any part of the 60 day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement; the Executive’s termination of employment from 's Termination Date shall be the date determined by the Company.; and (f) If the Executive's employment hereunder terminates because either party provides notice of non-renewal pursuant to Section 1, the Renewal Date immediately following the date on which the applicable party delivers notice of non-renewal. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a "separation from service" within the meaning of Section 409A.

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(b) and Section 17(a) hereofhereof or as set forth below, the term “'Termination Date” ' means (i) if the Executive’s 's employment is terminated by the Executive’s 's death, then the date of death; (ii) if the Executive’s 's employment is terminated by reason of voluntary early retirement, as agreed in writing by the Company and the Executive, then the date of such early retirement which is as set forth in such written agreement; (iii) if the Executive’s 's employment is terminated by reason of disability pursuant to Section 12 hereof, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s 's employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and (v) if the Executive’s 's employment is terminated by the Executive voluntarily pursuant to a Discretionary Termination, the Termination Date for the purposes of the payment of a Termination Payment and a Gross-Up Payment, if any, under Section 9(b) hereof shall be the date the Notice of Termination is given to the Company; and (vi) if the Executive's employment is terminated by the Company (other than by reason of disability pursuant to Section 12 hereof) or by the Executive for Good Reason, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing," [Remainder of existing Section 1(o) to remain as written in the Agreement.] 4. Section 5(c) of the Agreement is hereby amended and restated to read in its entirety as follows: (Ac) If termination Regardless of whether or not an Employment Period exists or is ongoing, from the date of a Change in Control of the Company (regardless of whether the Executive has ceased to be employed by the Company for Cause pursuant any reason) until he reaches age 85, the Executive and the Executive's wife, and each of their children until they reach the age of 21, shall each be entitled to Section 1(d)(iiireceive, without cost, premium, co-pay or deductible charges, full health and medical, dental and vision care as provided by the Company to its senior executive employees; provided, that the Executive and his wife shall not be limited to their choice(s) of this Agreement doctor or the location(s) at which such care is provided. In the event that the Executive dies prior to reaching age 85, his wife shall continue to receive such health care benefits on the same terms and if conditions, until the date when the Executive would have otherwise reached age 85 but for his death, and each of their children shall continue to receive such health care benefits on the same terms and conditions until they reach age 21. From the date of a Change in Control of the Company (regardless of whether the Executive has substantially cured the conduct constituting such Cause as described ceased to be employed by the Company for any reason) until he reaches age 65, the Executive will also be entitled to the benefit of a long-term and short-term disability insurance policy of $3,000 per month, and in its Notice of Termination within such thirty (30) day the event that the Executive dies prior to reaching age 65, his wife shall receive the benefits or shorter period, then the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out continued coverage of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability policies (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) ). From the date of a Change in Control of the Company (regardless of whether the Executive has ceased to be employed by the Company for any reason), the Company will not, without the Executive’s death's consent, make any changes in the foregoing benefits that would adversely affect in any material respect the rights or (3) one day prior to benefits of the end of Executive or his wife or children thereunder. During the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case also be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) aboveentitled to receive any other perquisites generally made available, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant from time to a legally binding settlement time or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not existat any time, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will 's key management personnel. Any payments under this Section 5(c) shall be deemed in addition to have terminated the Executive any other than payments or benefits to be received by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following or otherwise, including under Section 4(C)(ii) of that certain Employment Agreement, dated as of January 1, 1996, by and between the execution of Company and the legally binding settlement or issuance of Executive (the final and nonappealable judgment or other binding decision"Employment Agreement")." (E5. A new Section 5(f) If is hereby added to the termination is described Agreement, to read in Section 2 hereof, then the Termination Date shall be the date of the Executive’s termination of employment from the Company.its entirety as follows:

Termination Date. For purposes The Employee’s Termination Date shall be: (a) If the Employee’s employment hereunder terminates on account of this Agreement, except as otherwise provided in Section 10(b) and Section 17(a) hereofexpiration of the Employment Term, the term “Termination Date” means last day of the Employment Term; (ib) if If the ExecutiveEmployee’s employment hereunder is terminated by on account of the ExecutiveEmployee’s deathdeath or Disability, then the date of death; death or the date that the Employee shall have received a notice of Disability which shall not have been contested in good faith; (iic) if If the ExecutiveCompany terminates the Employee’s employment is terminated by reason of voluntary early retirementhereunder for Cause, as agreed in writing by the Company and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if the Executive’s employment is terminated by reason of disability pursuant to Section 12 hereof, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and (v) if the Executive’s employment is terminated by the Company (other than by reason of disability pursuant to Section 12 hereof) or by the Executive for Good Reason, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior delivered to the end of the Employment Period. Notwithstanding the foregoing,Employee; (A) If termination is by the Company for Cause pursuant to Section 1(d)(iii) of this Agreement and if the Executive has substantially cured the conduct constituting such Cause as described by the Company in its Notice of Termination within such thirty (30) day or shorter period, then the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (Bd) If the Company shall give a Notice of Termination for Cause or by reason of disability and terminates the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his Employee’s employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did existhereunder without Cause, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) specified in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason Termination, and there shall be no Termination Date arising out for all purposes of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did existAgreement, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Employee’s Termination Date shall be the date on which such Notice of Termination is delivered; or (e) If the Employee terminates his employment hereunder with or without Good Reason, the date specified in the Employee’s Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Company may waive all or any part of the Executivethirty (30) day notice period for no consideration by giving written notice to the Employee and for all purposes of this Agreement, the Employee’s termination of employment from Termination Date shall be the date determined by the Company.

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(b) and Section 17(a) hereof, the term “The Executive's Termination Date” means (i) if Date shall be: i. If the Executive’s 's employment is terminated by hereunder terminates on account of the Executive’s 's death, then the date of death; (ii) if the Executive’s 's death; ii. If the Executive's employment hereunder is terminated by reason on account of voluntary early retirementthe Executive's Disability, as agreed in writing by the date that Executive satisfies the definition of Disability; iii. If the Company and terminates the Executive's employment hereunder for Cause, then the date of such early retirement which is set forth in such written agreement; (iii) if the Executive’s employment is terminated by reason of disability pursuant to Section 12 hereof, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and delivered to the Executive (v) if subject to any applicable cure period herein); iv. If the Company terminates the Executive’s 's employment is terminated by hereunder without Cause, the Company (other date specified in the Notice of Termination, which shall be no less than by reason of disability pursuant to Section 12 hereof) or by the Executive for Good Reason, then the earlier of thirty (30) days after following the date on which the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by delivered; provided that, the Company for Cause pursuant shall have the option to Section 1(d)(iii) of this Agreement and if provide the Executive has substantially cured the conduct constituting such Cause as described by the Company in its Notice of Termination within such with a lump sum payment equal to thirty (30) day or shorter period, then the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out days' Base Salary in lieu of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereofnotice, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following in a lump sum on the execution Executive's Termination Date and for all purposes of this Agreement, the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Executive's Termination Date shall be the date on which such Notice of Termination is delivered; v. If the Executive terminates his employment hereunder with or without Good Reason, the date specified in the Executive's Notice of 11 Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Company may waive all or any part of the thirty (30) day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s termination of employment from 's Termination Date shall be the date determined by the Company.; and i. If the Executive's employment hereunder terminates because the Company provides notice of non-renewal pursuant to Section 1, the end of the Employment Term. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a "separation from service" within the meaning of Section 409A.

Termination Date. For purposes of this Agreement, except as otherwise provided in Section Subsection 2(b), Subsection 10(b) ), and Section Subsection 17(a) hereof, the term “Termination Date” means (i) if the ExecutiveEmployee’s employment Termination of Employment is terminated by due to the ExecutiveEmployee’s death, then the date of death; (ii) if the ExecutiveEmployee’s employment Termination of Employment is terminated by reason of voluntary early retirement, as agreed in writing by the Company and the ExecutiveEmployee, then the date of such early retirement which is set forth in such written agreement; (iii) if the ExecutiveEmployee’s employment Termination of Employment for purposes of this Agreement is terminated by reason of disability pursuant to Section 12 hereof, then the earlier of thirty (30) 30 days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the ExecutiveEmployee’s employment Termination of Employment is terminated by the Executive Employee voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and (v) if the ExecutiveEmployee’s employment Termination of Employment is terminated by the Company (other than by reason of disability pursuant to Section 12 hereof) or by the Executive Employee for Good Reason, then the earlier of thirty (30) 30 days after the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (Ai) If termination is by the Company for Cause pursuant to Section 1(d)(iiiSubsection 1(f)(iii) of this Agreement and if the Executive Employee has substantially cured the conduct constituting such Cause as described by the Company in its Notice of Termination within such thirty (30) -day or shorter period, then the ExecutiveEmployee’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such NoticeTermination. (Bii) If the Company Employee shall in good faith give a Notice of Termination for Cause or by reason of disability Good Reason and the Executive in good faith Company notifies the Company Employee that a dispute exists concerning such attempted the termination within the fifteen (15)-day 15-day period following receipt thereof, then the Executive Employee may elect to continue his the Employee’s employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive Employee so elects and it is thereafter determined that Cause or disability (as the case may be) Good Reason did exist, the Termination Date shall be the earlier earliest of (1i) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2ii) the date of the ExecutiveEmployee’s death, death or (3iii) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive Employee so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive Employee hereunder shall continue after such determination as if the Executive Employee had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive Employee had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive Employee shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive Employee delivered his Notice of Termination. (Diii) Except as provided in Paragraphs Subsection (B) and (Cl)(m)(2) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day appropriate period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the ExecutiveEmployee, the Executive Employee will be deemed to have voluntarily terminated his employment and the Termination Date shall be the earlier of the date 15- days after the Notice of Termination is given or one day prior to the end of the Employment Period and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive Employee other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date of the Executive’s termination of employment from the Company.

Termination Date. For purposes The Offer Closing shall not have occurred on or before the Outside Date. The “Outside Date” shall mean the later of (A) the Initial Expiration Date and (B) 10 days following the date on which the Regulatory Condition has been satisfied or waived; provided, however, that (1) in the event that any Restraint shall be in effect as of any Expiration Date, then the Outside Date shall be extended until 10 days following the date on which such Restraint is vacated, terminated or withdrawn; and (2) in the event that GFI shall have breached or failed to perform any of its representations, warranties or covenants contained in this Agreement, except as otherwise provided which breach or failure to perform (x) would result in Section 10(bthe failure of any condition set forth in Exhibit A to be satisfied, (y) was not the result of a willful or intentional breach or failure to perform and Section 17(a(z) hereof, the term “Termination Date” means is capable of being cured by GFI within fifteen (i15) if the Executive’s employment is terminated by the Executive’s deathdays of such breach or failure to perform, then the date of death; Outside Date shall be extended until fifteen (ii) if the Executive’s employment is terminated by reason of voluntary early retirement, as agreed in writing by the Company and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if the Executive’s employment is terminated by reason of disability pursuant to Section 12 hereof, then the earlier of thirty (3015) days after the Notice of Termination is given following such breach or one day prior failure to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and (v) if the Executive’s employment is terminated by the Company (other than by reason of disability pursuant to Section 12 hereof) or by the Executive for Good Reason, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Periodperform. Notwithstanding the foregoing, (A, in no event shall the Outside Date be later than February 12, 2015; provided, however, that, in the event that Parent shall update Section 3.4(b)(i) If termination is by of the Company for Cause pursuant Parent Disclosure Letter pusuant to Section 1(d)(iii5.2(a) of this Agreement to include any required approval or waiting period under the Foreign Competition Laws, and if the Executive has substantially cured the conduct constituting such Cause as described by the Company in its Notice of Termination within approval shall not have been obtained or such thirty (30) day waiting period shall not have expired or shorter periodbeen terminated, then the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, on or prior to February 12, 2015, then the Termination Date reference to “February 12, 2015” immediately prior to this proviso shall be amended to be the date that is the earlier of (1A) five Business Days after the date on which the dispute is finally determinedlast of such required approvals shall have been obtained or such waiting periods shall have expired or been terminated, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) aboveFebruary 26, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision2015. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date of the Executive’s termination of employment from the Company.

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(b) and Section 17(a) hereof, the term “Termination Date” " means (i) if the Executive’s 's employment is terminated by the Executive’s his death, then the date of his death; , (ii) if the Executive’s 's employment is terminated by reason of voluntary early retirement, as agreed in writing by the Company and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if the Executive’s employment is terminated by reason of disability his Disability pursuant to Section 12 hereof4(b), then the earlier of thirty (30) days after the receipt by the Executive of the Notice of Termination Termination, (iii) if the Executive's employment is given terminated by United for Cause pursuant to Section 4(c) or one day prior by the Executive with or without Good Reason pursuant to Section 4(d), the end date specified in the Notice of the Employment Period; Termination, (iv) if the Executive’s 's employment is terminated by mutual agreement of the Executive voluntarily (other than for Good Reason)parties, then the date the Notice of Termination is given; specified in such agreement and (v) if the Executive’s 's employment is terminated by for any other reason, the Company (other than by reason date specified in the Notice of disability pursuant to Section 12 hereof) or by the Executive for Good ReasonTermination, then the earlier of provided that if, within thirty (30) days after the any Notice of Termination is given with respect to a termination for Cause, a termination for Good Reason or one day prior to a termination for Disability, the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by the Company for Cause pursuant to Section 1(d)(iii) of this Agreement and if the Executive has substantially cured the conduct constituting party receiving such Cause as described by the Company in its Notice of Termination within such thirty (30) day or shorter period, then the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company other party that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did existtermination, the Termination Date shall will be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties parties, by a binding and final arbitration award or by a final judgment, order or decree of a court of competent jurisdiction (y) the time for appeal therefrom having expired and no appeal having been perfected), but in accordance with Section 22 hereof, (2) no event will the date Termination Date be later than the fourth anniversary of the Executive’s death, or (3) one day prior to the end commencement of the Employment Period. If Notwithstanding the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not existforegoing, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereofbut subject to Section 9, then the Executive may elect to continue accept any other employment, without diminishing any of his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did existrights or benefits hereunder, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue at any time after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if determined without regard to any extensions pursuant to the Executive had not delivered proviso clause of the Notice preceding sentence. For the avoidance of Termination except that, if it is finally determined that Good Reason did existdoubt, the Executive mere expiration of the Employment Period shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the a termination is described in Section 2 hereof, then the Termination Date shall be the date of the Executive’s 's employment by the Company without Cause or by the Executive for Good Reason for purposes of this Agreement. This provision shall survive the expiration or termination of employment from the Companythis Agreement.

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(b) and Section 17(a) hereofhereof or as set forth below, the term “`Termination Date” date' means (i) if the Executive’s 's employment is terminated by the Executive’s 's death, then the date of death; (ii) if the Executive’s 's employment is terminated by reason of voluntary early retirement, as agreed in writing by the Company and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if the Executive’s 's employment is terminated by reason of disability pursuant to Section 12 hereof, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Periodperiod; (iv) if the Executive’s 's employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and (v) if the Executive’s 's employment is terminated by the Executive voluntarily pursuant to a Discretionary Termination, the Termination Date for purposes of the payment of a Termination Payment under Section 9(b) hereof shall be the date the Notice of Termination is given to the Company, but for any and all other purposes (including for all purposes under all of the Executive's stock option agreements with the Company), the effective Termination Date for employment termination hereunder and for all other purposes shall be such date as is specified by the Executive in his Notice of Termination, provided that such specified date shall not be more than ninety (90) days after the date of the Change in Control of the Company; and (vi) if the Executive's employment is terminated by the Company (other than by reason of disability pursuant to Section 12 hereof) or by the Executive for Good Reason, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing,, ..." [Remainder of existing Section 1(o) to remain as written in Agreement.] (A) If termination is by the Company for Cause pursuant to 3. The first paragraph of Section 1(d)(iii9(b) of this Agreement and if the Executive has substantially cured the conduct constituting such Cause as described by the Company in its Notice of Termination within such thirty (30) day or shorter period, then the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final amended and nonappealable judgment or other binding decision. (E) If the termination is described restated in Section 2 hereof, then the Termination Date shall be the date of the Executive’s termination of employment from the Company.its entirety as follows:

Termination Date. For purposes of this Agreement, except Except as otherwise provided in Section 10(b) Subsection 3(b), Subsection 11(b), and Section 17(aSubsection 18(a) hereof, the term “Termination Date” means (i) if the Executive’s employment Termination of Employment is terminated by the Executive’s death, then the date of death; (ii) if the Executive’s employment Termination of Employment is terminated by reason of voluntary early retirement, as agreed in writing by the Company Employer and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if the Executive’s employment Termination of Employment is terminated by reason of disability pursuant to Section 12 13 hereof, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment Termination of Employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and (v) if the Termination of Employment is by the Employer for Cause, the earlier of ten days after the Notice of Termination is given or one day prior to the end of the Employment Period; and (vi) if the Executive’s employment Termination of Employment is terminated by the Company Employer (other than for Cause or by reason of disability pursuant to Section 12 13 hereof) or by the Executive for Good Reason, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A1) If termination is by the Company for Cause pursuant to Section 1(d)(iiiSubsection 2(e)(iii) of this Agreement and if the Executive has substantially cured the conduct constituting such Cause as described by the Company Employer in its Notice of Termination within such thirty (30) ten-day or shorter period, then the Executive’s employment hereunder shall continue as if the Company Employer had not delivered its Notice of Termination; provided, however, the right of the Executive to cure such conduct shall apply only to the first Notice of Termination and there shall be no Termination Date arising out of such Noticeindicating that the termination is for Cause. (B2) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day appropriate period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1i) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and the Termination Date shall be the earlier of the date fifteen days after the Notice of Termination is given or one day prior to the end of the Employment Period and (2ii) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date of the Executive’s termination of employment from the Company.

Termination Date. For purposes of this Agreement, except Except as otherwise provided in Section 10(b) 2(b), Section 9(b), and Section 17(a) hereof16(a), the term “Termination Date” means (i) if the Executive’s employment Termination of Employment is terminated by the Executive’s death, then the date of death; (ii) if the Executive’s employment Termination of Employment is terminated by reason of voluntary early retirement, as agreed in writing by the Company Employer and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if the Executive’s employment Termination of Employment for purposes of this Agreement is terminated by reason of disability pursuant to Section 12 hereof11, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment Termination of Employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and (v) if the Executive’s employment Termination of Employment is terminated by the Company Employer (other than by reason of disability pursuant to Section 12 hereof11) or by the Executive for Good Reason, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by the Company for Cause pursuant to Section 1(d)(iii1(f)(iii) of this Agreement and if the Executive has substantially cured the conduct constituting such Cause as described by the Company Employer in its Notice of Termination within such thirty (30) thirty-day or shorter period, then the Executive’s employment hereunder shall continue as if the Company Employer had not delivered its Notice of Termination and there shall be no Termination Date arising out of such NoticeTermination. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith Employer notifies the Executive that a dispute exists concerning such attempted the termination within the fifteen (15)-day fifteen-day period following receipt thereof, then the Executive may elect to continue his or her employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier earliest of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof21, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof Section 8 (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (DC) Except as otherwise provided in Paragraphs (B) and (C) aboveherein, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day appropriate period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and the Termination Date shall be the earlier of the date fifteen days after the Notice of Termination is given or one day prior to the end of the Employment Period and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date of the Executive’s termination of employment from the Company.

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(b) and Section 17(a) hereof, the term The Employee’s “Termination Date” means shall be: (ia) if If the ExecutiveEmployee’s employment is terminated by hereunder terminates on account of the ExecutiveEmployee’s death, then the date of the Employee’s death; ; (iib) if If the ExecutiveEmployee’s employment hereunder is terminated by reason on account of voluntary early retirementthe Employee’s Disability, as agreed in writing by the date that it is determined that the Employee has a Disability; (c) If the Company and terminates the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if the ExecutiveEmployee’s employment is terminated by reason of disability pursuant to Section 12 hereofhereunder for Cause, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and delivered to the Employee; (vd) if If the ExecutiveCompany terminates the Employee’s employment is terminated by hereunder without Cause, the Company date specified in the Notice of Termination, which shall be no less than ten (other than by reason of disability pursuant to Section 12 hereof) or by the Executive for Good Reason, then the earlier of thirty (3010) days after following the date on which the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by the Company for Cause pursuant to Section 1(d)(iii) of this Agreement and if the Executive has substantially cured the conduct constituting such Cause as described by the Company in its Notice of Termination within such thirty (30) day or shorter perioddelivered; provided that, then the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (B) If the Company shall give have the option to provide the Employee with a Notice of Termination for Cause or by reason of disability and the Executive lump sum payment equal to five (5) days’ Base Salary in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency lieu of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did existnotice, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following in a lump sum on the execution Employee’s Termination Date and for all purposes of this Agreement, the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Employee’s Termination Date shall be the date on which such Notice of Termination is delivered; (e) If the Employee terminates Employee’s employment hereunder with or without Good Reason, the date specified in the Employee’s Notice of Termination, which shall be no less than ten (10) days following the date on which the Notice of Termination is delivered; provided that, the Company may waive all or any part of the Executivenotice period for no consideration by giving written notice to the Employee and for all purposes of this Agreement, the Employee’s termination of employment from Termination Date shall be the date determined by the Company.; and Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Employee incurs a “separation from service” within the meaning of Section 409A.

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(b) and Section 17(a) hereof, the term The Executive’s “Termination Date” means shall be: (ia) if If the Executive’s employment is terminated by hereunder terminates on account of the Executive’s death, then the date of the Executive’s death; ; (iib) if If the Executive’s employment hereunder is terminated by reason on account of voluntary early retirementthe Executive’s Disability, as agreed in writing by the date that it is determined that the Executive has a Disability; (c) If the Company and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if terminates the Executive’s employment is terminated by reason of disability pursuant to Section 12 hereofhereunder for Cause, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and delivered to the Executive; (vd) if If the Company terminates the Executive’s employment is terminated by hereunder without Cause, the Company (other date specified in the Notice of Termination, which shall be no less than by reason of disability pursuant to Section 12 hereof) or by the Executive for Good Reason, then the earlier of thirty (30) days after following the date on which the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by delivered; provided that, the Company for Cause pursuant shall have the option to Section 1(d)(iii) of this Agreement and if provide the Executive has substantially cured the conduct constituting such Cause as described by the Company in its Notice of Termination within such with a lump sum payment equal to thirty (30) day or shorter perioddays’ Base Salary in lieu of such notice, then which shall be paid in a lump sum on the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out and for all purposes of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereofthis Agreement, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date on which such Notice of Termination is delivered; (e) If the Executive terminates the Executive’s termination employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of employment from Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Company may waive all or any part of the thirty (30) day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company.; and (f) If the Executive’s employment hereunder terminates because either party provides notice of non-renewal pursuant to Section 1, the Renewal Date immediately following the date on which the applicable party delivers notice of non-renewal. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(b) and Section 17(a) hereof, the term The “Termination Date” means means: (i) if the Executive’s employment is terminated by the Executive’s deathhis death under Section 4(a), then the date of his death; (ii) if the Executive’s employment is terminated by reason on account of voluntary early retirementhis Disability under Section 4(b), as agreed in writing by the date on which the Company and provides the Executive, then the date of such early retirement which is set forth in such Executive a written agreementtermination notice; (iii) if the Company terminates the Executive’s employment is terminated by reason of disability pursuant to for Cause under Section 12 hereof4(c), then the earlier of thirty (30) 10 business days after which the Notice of Termination is given or one day prior to Company provides the Executive a written termination following the end of the Employment any Cure Period; (iv) if if, despite the restriction against doing so under Section 4(d), the Company terminates the Executive’s employment is terminated by without Cause, 30 days after the date on which the Company provides the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is givena written termination notice; and (v) if the Executive terminates or resigns his employment without Good Reason under Section 4(e), immediately upon notice to the Company from the Executive’s employment is terminated , or such later date as set forth in the notice, regardless of any termination notice given at any time by the Company to the Executive; (other than by reason of disability pursuant to Section 12 hereofvi) or by if the Executive for terminates or resigns his employment with Good ReasonReason under Section 4(f), then the earlier date on which the Executive provides the Company a written termination notice regardless of thirty (30) days after the Notice of Termination is any termination notice given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is at any time by the Company for Cause pursuant to Section 1(d)(iii) of this Agreement and if the Executive has substantially cured the conduct constituting such Cause as described by the Company in its Notice of Termination within such thirty (30) day or shorter period, then the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, except the Termination Date shall be the earlier last day of any relevant Cure Period, if applicable. Provided further, the Executive must terminate within one (1) the date on which the dispute is finally determined, either (x) by mutual written agreement year of the parties event, act, or omission giving rise to such termination with each such event, act, or omission having its own one-year time period; and (y) in accordance with Section 22 hereof, (2vii) the date last day of the Term, if the Executive’s death, employment terminates under Section 4(g). If an occurrence of any event or (3any change in circumstances described in Section 4(f) one day occurs at any time prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice may exercise his rights under Section 4(f) regardless of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered any exercise by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive its rights under this Agreement shall be paid promptly following or any other agreement, whether any such exercise by the execution Company of the legally binding settlement any of its rights occurs before or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date of the after Executive’s termination exercise of employment from the Companyhis rights under Section 4(f).

Termination Date. For purposes of this Agreement, except as otherwise provided in Section Subsection 2(b), Subsection 10(b) ), and Section Subsection 17(a) hereof, the term “Termination Date” means (i) if the ExecutiveEmployee’s employment is terminated by the ExecutiveEmployee’s death, then the date of death; (ii) if the ExecutiveEmployee’s employment is terminated by reason of voluntary early retirement, as agreed in writing by the Company and the ExecutiveEmployee, then the date of such early retirement which is set forth in such written agreement; (iii) if the ExecutiveEmployee’s employment is terminated for purposes of this Agreement by reason of disability pursuant to Section 12 hereof, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the ExecutiveEmployee’s employment is terminated by the Executive Employee voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and (v) if the ExecutiveEmployee’s employment is terminated by the Company (other than by reason of disability pursuant to Section 12 hereof) or by the Executive Employee for Good Reason, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A1) If termination is by the Company for Cause pursuant to Section Subsection 1(d)(iii) of this Agreement and if the Executive Employee has substantially cured the conduct constituting such Cause as described by the Company in its Notice of Termination within such thirty (30) -day or shorter period, then the ExecutiveEmployee’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such NoticeTermination. (B2) If the Company Employee shall in good faith give a Notice of Termination for Cause or by reason of disability Good Reason and the Executive in good faith Company notifies the Company Employee that a dispute exists concerning such attempted the termination within the fifteen (15)-day 15-day period following receipt thereof, then the Executive Employee may elect to continue his the Employee’s employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive Employee so elects and it is thereafter determined that Cause or disability (as the case may be) Good Reason did exist, the Termination Date shall be the earlier earliest of (1i) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2ii) the date of the ExecutiveEmployee’s death, death or (3iii) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive Employee so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive Employee hereunder shall continue after such determination as if the Executive Employee had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive Employee had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive Employee shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive Employee delivered his Notice of Termination. (D3) If an opinion is required to be delivered pursuant to Subsection 9(b)(ii) hereof and such opinion shall not have been delivered, the Termination Date shall be the earlier of the date on which such opinion is delivered or one day prior to the end of the Employment Period. (4) Except as provided in Paragraphs Subsection (B) and (Cl)(m)(2) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day appropriate period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the ExecutiveEmployee, the Executive Employee will be deemed to have voluntarily terminated his employment and the Termination Date shall be the earlier of the date 15 days after the Notice of Termination is given or one day prior to the end of the Employment Period and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive Employee other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date of the Executive’s termination of employment from the Company.

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(bThe Executive's Termination Date shall be: (a) and Section 17(a) hereof, the term “Termination Date” means (i) if If the Executive’s 's employment is terminated by hereunder terminates on account of the Executive’s 's death, then the date of death; (ii) if the Executive’s 's death; (b) If the Executive's employment hereunder is terminated by reason on account of voluntary early retirementthe Executive's Disability, as agreed in writing by the date that it is determined that the Executive has a Disability; (c) If the Company and terminates the Executive's employment hereunder for Cause, then the date of such early retirement which is set forth in such written agreement; (iii) if the Executive’s employment is terminated by reason of disability pursuant to Section 12 hereof, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and (v) if delivered to the Executive’s employment is terminated by ; (d) If the Company (other terminates the Executive's employment hereunder without Cause, the date specified in the Notice of Termination, which shall be no less than by reason of disability pursuant to Section 12 hereof) or by the Executive for Good Reason, then the earlier of thirty (30) days after following the date on which the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by delivered; provided that, the Company for Cause pursuant shall have the option to Section 1(d)(iii) of this Agreement and if provide the Executive has substantially cured the conduct constituting such Cause as described by the Company in its Notice of Termination within such with a lump sum payment equal to thirty (30) day or shorter period, then the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out days' Base Salary in lieu of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereofnotice, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following in a lump sum on the execution Executive's Termination Date and for all purposes of this Agreement, the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Executive's Termination Date shall be the date on which such Notice of Termination is delivered; (e) If the Executive terminates her employment hereunder with or without Good Reason, the date specified in the Executive's Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Company may waive all or any part of the thirty (30) day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s termination of employment from 's Termination Date shall be the date determined by the Company.; and (f) If the Executive's employment hereunder terminates because either party provides notice of non-renewal pursuant to Section 1, the end of the then Employment Term. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a "separation from service" within the meaning of Section 409A.

Termination Date. For purposes of this Agreement, except Except as otherwise provided in Section 2(b), Section 10(b) ), and Section 17(a) hereof), the term “Termination Date” means (i) if the Executive’s employment Termination of Employment is terminated by the Executive’s death, then the date of death; (ii) if the Executive’s employment Termination of Employment is terminated by reason of voluntary early retirement, as agreed in writing by the Company Employer and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if the Executive’s employment Termination of Employment for purposes of this Agreement is terminated by reason of disability pursuant to Section 12 hereof12, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment Termination of Employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and (v) if the Executive’s employment Termination of Employment is terminated by the Company Employer (other than by reason of disability pursuant to Section 12 hereof12) or by the Executive for Good Reason, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, , (A) If termination is by the Company for Cause pursuant to Section 1(d)(iii1(f)(iii) of this Agreement and if the Executive has substantially cured the conduct constituting such Cause as described by the Company Employer in its Notice of Termination within such thirty (30) thirty-day or shorter period, then the Executive’s employment hereunder shall continue as if the Company Employer had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date of the Executive’s termination of employment from the Company.

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(b) and Section 17(a) hereofhereof or as set forth below, the term “"Termination Date” " means (i) if the Executive’s 's employment is terminated by the Executive’s 's death, then the date of death; (ii) if the Executive’s 's employment is terminated by reason of voluntary early retirement, as agreed in writing by the Company and the Executive, then the date of such early retirement which is as set forth in such written agreement; (iii) if the Executive’s 's employment is terminated by reason of disability pursuant to Section 12 hereof, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s 's employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and (v) if the Executive’s 's employment is terminated by the Executive voluntarily pursuant to a Discretionary Termination, the Termination Date for the purposes of the payment of a Termination Payment and a Gross-Up Payment, if any, under Section 9(b) hereof shall be the date the Notice of Termination is given to the Company; and (vi) if the Executive's employment is terminated by the Company (other than by reason of disability pursuant to Section 12 hereof) or by the Executive for Good Reason, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, , (A) If A)If termination is by the Company for Cause pursuant to Section 1(d)(iii) of this Agreement and if the Executive has substantially cured the conduct constituting such Cause as described by the Company in its Notice of Termination within such thirty (30) day or shorter period, then the Executive’s 's employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date of the Executive’s termination of employment from the Company.

Termination Date. For purposes of this Agreement, except Except as otherwise provided in Section 2(b), ---------------- ------------ Section 10(b) ), and Section 17(a) hereof), the term “"Termination Date” " means (i) if the ------------- ------------- Executive’s 's employment is terminated by the Executive’s 's death, then the date of death; (ii) if the Executive’s 's employment is terminated by reason of voluntary early retirement, as agreed in writing by the Company Employer and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if the Executive’s 's employment is terminated for purposes of this Agreement by reason of disability pursuant to Section 12 hereof12, then the earlier of thirty (30) days after ---------- the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s 's employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and (v) if the Executive’s 's employment is terminated by the Company Employer (other than by reason of disability pursuant to Section 12 hereof12) or by the Executive ---------- for Good Reason, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by the Company for Cause pursuant to Section 1(d)(iii1(f)(iii) of this Agreement ----------------- and if the Executive has substantially cured the conduct constituting such Cause as described by the Company Employer in its Notice of Termination within such thirty (30) thirty- day or shorter period, then the Executive’s 's employment hereunder shall continue as if the Company Employer had not delivered its Notice of Termination and there shall be no Termination Date arising out of such NoticeTermination. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith Employer notifies the Executive that a dispute exists concerning such attempted the termination within the fifteen (15)-day fifteen-day period following receipt thereof, then the Executive may elect to continue his or her employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier earliest of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof22, (2) the date of the Executive’s 's death or (3) ---------- one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and Section 9 hereof (including a Termination --------- Payment) based on events occurring after the Executive delivered his Notice of Termination. (DC) Except as provided in Paragraphs (B) and (C) aboveSection 1(m)(B), if the party receiving --------------- the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day appropriate period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and the Termination Date shall be the earlier of the date fifteen days after the Notice of Termination is given or one day prior to the end of the Employment Period and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date of the Executive’s termination of employment from the Company.

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(bThe Executive’s Termination Date shall be: (a) and Section 17(a) hereof, the term “Termination Date” means (i) if If the Executive’s employment is terminated by hereunder terminates on account of the Executive’s death, then the date of the Executive’s death; ; (iib) if If the Executive’s employment hereunder is terminated by reason on account of voluntary early retirement, as agreed in writing by the Company and the Executive’s Disability, then the date of such early retirement which that it is set forth in such written agreement; determined that the Executive has a Disability; (iiic) if If the Bank terminates the Executive’s employment is terminated by reason of disability pursuant to Section 12 hereofhereunder for Cause, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and delivered to the Executive; (vd) if If the Bank terminates the Executive’s employment hereunder without Cause, the date specified in the Notice of Termination, which shall be no less than ten (10) days following the date on which the Notice of Termination is terminated by the Company delivered; (other than by reason of disability pursuant to Section 12 hereofe) or by If the Executive for terminates his employment hereunder (i) without Good Reason, then the earlier date specified in the Executive’s Notice of Termination, which shall be no less than sixty (60) days following the date on which the Notice of Termination is delivered, (ii) with Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than ten (10) days following the date on which the Notice of Termination is delivered, plus, if applicable, an additional thirty (30) days after during which the Notice Corporation shall have the right to cure as provided in Section 5.1(c) hereof; provided that, in either case, the Bank may waive all or any part of Termination is given or one day prior the notice period for no consideration by giving written notice to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by the Company Executive and for Cause pursuant to Section 1(d)(iii) all purposes of this Agreement and if the Executive has substantially cured the conduct constituting such Cause as described by the Company in its Notice of Termination within such thirty (30) day or shorter periodAgreement, then the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date determined by the Bank; and Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of the Executive’s termination of employment from the Company.Section 409A.

Termination Date. For purposes of this Agreement, except Except as otherwise provided in Section 2(b), Section 10(b) ), and Section 17(a) hereof), the term “Termination Date” means (i) if the Executive’s employment Termination of Employment is terminated by the Executive’s death, then the date of death; (ii) if the Executive’s employment Termination of Employment is terminated by reason of voluntary early retirement, as agreed in writing by the Company Employer and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if the Executive’s employment is terminated Termination of Employment is, for purposes of this Agreement, by reason of disability pursuant to Section 12 hereof12, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment Termination of Employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and (v) if the Executive’s employment Termination of Employment is terminated by the Company Employer (other than by reason of disability pursuant to Section 12 hereof12) or by the Executive for Good Reason, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by the Company for Cause pursuant to Section 1(d)(iii1(g)(iii) of this Agreement and if the Executive has substantially cured the conduct constituting such Cause as described by the Company Employer in its Notice of Termination within such thirty (30) -day or shorter period, then the Executive’s employment hereunder shall continue as if the Company Employer had not delivered its Notice of Termination and there shall be no Termination Date arising out of such NoticeTermination. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith Employer notifies the Executive that a dispute exists concerning such attempted the termination within the fifteen (15)-day 15-day period following receipt thereof, then the Executive may elect to continue his or her employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier earliest of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof22, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and Section 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (DC) Except as provided in Paragraphs (B) and (C) aboveSection 1(q)(B), if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day appropriate period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and the Termination Date shall be the earlier of the date 15 days after the Notice of Termination is given or one day prior to the end of the Employment Period and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under Capitalized terms used in this Agreement shall be paid promptly following not defined in this Section 1 have the execution meanings assigned in the other sections of this Agreement. The definitions of the legally binding settlement or issuance following terms may be found in the sections indicated: Annual Base Salary Section 5(a) Base Period Income Section 9(b)(iii) Bonus Amount Section 5(e)(i) Bonus Plan Section 5(e) Company Incentive Plan Section 5(e)(iii) Excise Tax Section 9(b)(i) Expenses Section 15 Goals Section 5(e)(iii) National Tax Counsel Section 9(b)(ii) Notice of the final and nonappealable judgment or other binding decision. (ETermination Section 13 Plans Section 9(c)(iv) If the termination is described in Restoration Plan Section 2 hereof, then the 9(c)(iv) SERP Section 9(c)(iv) Termination Date shall be the date of the Executive’s termination of employment from the Company.Payment Section 9(a) Total Payments Section 9(b)(i)

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(b) and Section 17(a) hereof, the term “"Termination Date” means " shall mean (ia) in the case of the Executive's death, his date of death, (b) if the Executive’s 's employment is terminated by the Executive’s deathfor Disability, then the date of death; (ii) if the Executive’s employment is terminated by reason of voluntary early retirement, as agreed in writing by the Company and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if the Executive’s employment is terminated by reason of disability pursuant to Section 12 hereof, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior (provided that the Executive shall not have returned to the end performance of the Employment Period; his duties on a full-time basis during such thirty (iv30) day period) and (c) if the Executive’s 's employment is terminated by for any other reason, the Executive voluntarily date specified in the Notice of Termination (other which, in the case of a termination for Cause shall not be less than thirty (30) days, and in the case of a termination for Good Reason)Reason following a Change of Control shall not be more than sixty (60) days, then from the date the such Notice of Termination is given); and (v) PROVIDED, HOWEVER, that if the Executive’s employment is terminated by the Company (other than by reason of disability pursuant to Section 12 hereof) or by the Executive for Good Reason, then the earlier of within thirty (30) days after the any Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by the Company for Cause pursuant to Section 1(d)(iii) of this Agreement and if the Executive has substantially cured the conduct constituting such Cause as described by the Company in its Notice of Termination within such thirty (30) day or shorter period, then the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the such Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within basis for the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not existtermination, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date on which the dispute is finally determined, either by mutual written agreement of the Executive’s termination parties, or by the final judgment, order or decree of employment from a court of competent jurisdiction (the time for appeal therefrom having expired and no appeal having been taken). Notwithstanding the pendency of any such dispute, the Company shall continue to pay the Executive his Base Amount and continue the Executive as a participant (at or above the level provided prior to the date of such dispute) in all compensation, incentive, bonus, pension, profit sharing, medical, hospitalization, prescription drug, dental, life insurance and disability benefit plans in which he was participating when the notice giving rise to the dispute was given, until the dispute is finally resolved (whether or not the dispute is resolved in favor of the Company); PROVIDED FURTHER, that if the dispute results in the payment by the Company to the Executive of the amounts contemplated under Section 10.2(b) hereof, the amount of such payments shall be reduced by any Base Amount paid to the Executive during the pendency of the dispute. Except as provided in the last proviso of the preceding sentence, notwithstanding the outcome of any dispute, the Executive shall not be obligated to repay to the Company any amounts paid or benefits provided pursuant to this sentence.

Termination Date. For purposes of this Agreement, except Except as otherwise provided in Section 10(b) 9(b), Section 12 and Section 17(a) hereof16(a), the term “”Termination Date” means (i) if the Executive’s employment is terminated by the Executive’s death, then the date of death; (ii) if the Executive’s employment is terminated by reason of voluntary early retirement, as agreed in writing by the Company and the Executive, then the date of such early retirement which that is set forth in such written agreement; (iii) if the Executive’s employment is terminated for purposes of this Agreement by reason of disability pursuant to Section 12 hereof11, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Periodgiven; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason)) or by the Company for Cause, then the date the Notice of Termination is given; and (v) if the Executive’s employment is terminated by the Company (other than for Cause or by reason of disability pursuant to Section 12 hereof11) or by the Executive for Good Reason, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Periodgiven. Notwithstanding the foregoing, (A) If termination is by the Company for Cause pursuant to Section 1(d)(iii) of this Agreement and if the Executive has substantially cured the conduct constituting such Cause as described by the Company shall in its Notice of Termination within such thirty (30) day or shorter period, then the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (B) If the Company shall good faith give a Notice of Termination for Cause or by reason of disability Good Reason and the Executive in good faith Company notifies the Company Executive that a dispute exists concerning such attempted the termination within the fifteen (15)-day fifteen-day period following receipt thereof, then the Executive may elect to continue his the Executive’s employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did existExecutive terminated the Executive’s employment for Good Reason in accordance with this Agreement, then the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, 21 or (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) Executive did not exist, then terminate the Executive’s employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not existthis Agreement, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that the Executive terminated the Executive’s employment for Good Reason did existin accordance with this Agreement, then the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof Section 8 (including a Termination Payment) based on events occurring after the Executive delivered his the Executive’s Notice of Termination. (DB) If an opinion is required to be delivered pursuant to Section 8(a)(ii) and such opinion shall not have been delivered, then the Termination Date shall be the date on which such opinion is delivered. (C) Except as provided in Paragraphs paragraph (B) and (CA) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day fifteen-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that termination of the Executive’s employment for the reason asserted in such Notice of Termination did was not existin accordance with this Agreement, then (1) if such Notice was delivered by the Executive, then the Executive will be deemed to have voluntarily terminated his the Executive’s employment other than for Good Reason by means of such Notice and (2) if delivered by the Company, then the Company will be deemed to have terminated the Executive Executive’s employment other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution Cause by means of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decisionsuch Notice. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date of the Executive’s termination of employment from the Company.

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(b) and Section 17(a) hereof, the term Executive’s “Termination Date” means shall be: (ia) if the Executive’s employment is terminated by the hereunder terminates on account of Executive’s death, then the date of Executive’s death; ; (iib) if Executive’s employment hereunder is terminated on account of Executive’s Disability, the date that it is determined that Executive has a Disability; (c) if the Company terminates Executive’s employment is terminated by reason of voluntary early retirementhereunder for Cause, as agreed in writing by the Company and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if the Executive’s employment is terminated by reason of disability pursuant to Section 12 hereof, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and delivered to Executive; (vd) if the Company terminates Executive’s employment is terminated by hereunder without Cause, the Company (other date specified in the Notice of Termination, which shall be no less than by reason of disability pursuant to Section 12 hereof) or by the Executive for Good Reason, then the earlier of thirty (30) days after following the date on which the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by delivered; provided that, the Company for Cause pursuant shall have the option to Section 1(d)(iii) of this Agreement and if the provide Executive has substantially cured the conduct constituting such Cause as described by the Company in its Notice of Termination within such with a lump sum payment equal to thirty (30) day or shorter period, then the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out days’ Base Salary in lieu of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereofnotice, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution in a lump sum on Executive’s Termination Date and for all purposes of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereofthis Agreement, then the Executive’s Termination Date shall be the date on which such Notice of Termination is delivered; and (e) if Executive terminates his employment hereunder with or without Good Reason, the date specified in Executive’s Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Company may waive all or any part of the thirty (30) day notice period for no consideration by giving written notice to Executive and for all purposes of this Agreement, Executive’s termination of employment from Termination Date shall be the date determined by the Company. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which Executive incurs a “separation from service” within the meaning of Section 409A (as defined in Section 23 of this Agreement).

Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(b) and Section 17(a) hereof, the term The Executive’s “Termination Date” means shall be: (ia) if If the Executive’s employment is terminated by hereunder terminates on account of the Executive’s death, then the date of the Executive’s death; ; (iib) if If the Executive’s employment hereunder is terminated by reason on account of voluntary early retirementthe Executive’s Disability, as agreed in writing by the date that it is determined that the Executive has a Disability; (c) If the Company and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if terminates the Executive’s employment is terminated by reason of disability pursuant to Section 12 hereofhereunder for Cause, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and delivered to the Executive; (vd) if If the Company terminates the Executive’s employment is terminated by hereunder without Cause, the Company (other date specified in the Notice of Termination, which shall be no less than by reason of disability pursuant to Section 12 hereof) or by 90 days following the Executive for Good Reason, then the earlier of thirty (30) days after date on which the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is by delivered; provided that, the Company for Cause pursuant shall have the option to Section 1(d)(iii) of this Agreement and if provide the Executive has substantially cured the conduct constituting with a lump sum payment equal to 90 days’ Base Salary in lieu of such Cause as described by the Company notice, which shall be paid in its Notice of Termination within such thirty (30) day or shorter period, then a lump sum on the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out and for all purposes of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereofthis Agreement, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earlier of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement shall be paid promptly following the execution of the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. (E) If the termination is described in Section 2 hereof, then the Termination Date shall be the date on which such Notice of Termination is delivered; (e) If the Executive terminates his/her employment hereunder with or without Good Reason, the date specified in the Executive’s termination Notice of employment from Termination, which shall be no less than 90 days following the date on which the Notice of Termination is delivered; provided that, the Company may waive all or any part of the 90 day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company.; and (f) If the Executive’s employment hereunder terminates because either party provides due notice of non-renewal pursuant to Section 1, the Renewal Date immediately following the date on which the applicable party delivers notice of non-renewal. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.