Common use of Termination Following a Change of Control Clause in Contracts

Termination Following a Change of Control. (a) In the event the Employer terminates the Executive's employment, or the Executive terminates employment with Good Reason, in either case within six months prior to, or 24 months after, a Change of Control, the Employer shall, within 60 days of termination, pay to the Executive a lump sum cash payment equal to 2.99 times the average annual compensation paid to the Executive by Employer and included in the Executive's gross income for income tax purposes during the five full calendar years, or shorter period of employment, that immediately precede the year during which the Change of Control occurs. (b) Except as set forth below, in the event it shall be determined that any payment or distribution by or for the account of the Employer to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 4) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, collectively, the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of the Excise Tax and all other taxes (including, without limitation, income taxes) that are imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this Section 4(b), if it shall be determined that the Executive is entitled to a Gross-Up Payment, but that the Executive, after taking into account the Payments and the Gross-Up Payment, would not receive a net after-tax benefit of at least $50,000 (taking into account both income taxes and any Excise Tax) as compared to the net after-tax proceeds to the Executive resulting from an elimination of the Gross-Up Payment and a reduction of the Payments, in the aggregate, to an amount (the "Reduced Amount") such that the receipt of Payments would not give rise to any Excise Tax, then no Gross-Up Payment shall be made to the Executive, the Payments, in the aggregate, made to the Executive shall not exceed the Reduced Amount, and the Executive shall have the right, in the Executive's sole discretion, to designate those payments or benefits that should be reduced or eliminated to satisfy such requirement. (c) For purposes of this Agreement, a "Change of Control" shall mean:

Termination Following a Change of Control. (a) In the event the Employer terminates the Executive's ’s employment, or the Executive terminates employment with Good Reason, in either case within six months prior to, or 24 months after, a Change of Control, the Employer shall, within 60 days of termination, pay to the Executive a lump sum cash payment equal to 2.99 times the average annual compensation paid to the Executive by Employer and included in the Executive's ’s gross income for income tax purposes during the five full calendar years, or shorter period of employment, that immediately precede the year during which the Change of Control occurs. (b) Except as set forth below, in the event it shall be determined that any payment or distribution by or for the account of the Employer to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 4) (a "“Payment"”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "“Code"”) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, collectively, the "“Excise Tax"”), then the Executive shall be entitled to receive an additional payment (a "“Gross-Up Payment"”) in an amount such that after payment by the Executive of the Excise Tax and all other taxes (including, without limitation, income taxes) that are imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this Section 4(b), if it shall be determined that the Executive is entitled to a Gross-Up Payment, but that the Executive, after taking into account the Payments and the Gross-Up Payment, would not receive a net after-tax benefit of at least $50,000 (taking into account both income taxes and any Excise Tax) as compared to the net after-tax proceeds to the Executive resulting from an elimination of the Gross-Up Payment and a reduction of the Payments, in the aggregate, to an amount (the "“Reduced Amount"”) such that the receipt of Payments would not give rise to any Excise Tax, then no Gross-Up Payment shall be made to the Executive, the Payments, in the aggregate, made to the Executive shall not exceed the Reduced Amount, and the Executive shall have the right, in the Executive's ’s sole discretion, to designate those payments or benefits that should be reduced or eliminated to satisfy such requirement. (c) For purposes of this Agreement, a "“Change of Control" ” shall mean:

Termination Following a Change of Control. (a) In Notwithstanding anything in this Section 7 to the event contrary, if Executive’s employment is involuntarily terminated by the Employer terminates the Executive's employment, Company without Cause or the Executive terminates employment with for Good Reason, in either case Reason within six 12 months prior to, or 24 months after, following a Change of Control, the Employer shallthen Executive shall receive, within 60 days in complete satisfaction of terminationall payments (including severance) due under this Agreement, pay (i) Base Salary relating to Executive’s services prior to the Executive termination date and (ii) a lump sum cash payment equal of $999,000. The payments referred to 2.99 times the average annual compensation in subclauses (i) and (ii) of this Section 7(f) shall be paid to the Executive by Employer as soon as practicable, and included in the Executive's gross income for income tax purposes during the five full calendar years, or shorter period all events within thirty (30) days following termination of employment, ; provided that immediately precede the year during which if the Change of Control occurs. does not satisfy the definition of a change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation pursuant to Section 409A, then the payment referred to in subclause (bii) Except of this Section 7(f) will be paid ratably for 24 months in accordance with Company’s existing payroll practices, such payment to begin as soon as practicable, and in all events within 30 days following termination of employment; provided, further, that if amounts paid under this Section 7(f) are determined to be “deferred compensation” within the meaning of Section 409A and Executive is deemed to be a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and the regulations issued thereunder relating to deferred compensation, then the payment referred to in subclause (i) of this Section 7(f) and the first of the ratable payments referred to in subclause (ii) of this Section 7(f) shall be paid on the Company’s first regularly scheduled pay date occurring more than six months following Executive’s termination of employment (the remainder of the ratable payments referred to in subclause (ii) to continue to be paid ratably in accordance with such subclause). In addition, upon a termination of employment described in this Section 7(f), (iii) Executive shall receive the benefits set forth belowin Section 7(g) and (iv) all unvested equity awards granted on or after the Effective Date and held by Executive shall become fully vested and, in the event it shall be determined that any payment or distribution by or for the account case of the Employer to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwisestock options, but determined without regard to any additional payments required under this Section 4) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, collectively, the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of the Excise Tax and all other taxes (including, without limitation, income taxes) that are imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this Section 4(b), if it shall be determined that the Executive is entitled to a Gross-Up Payment, but that the Executive, after taking into account the Payments and the Gross-Up Payment, would not receive a net after-tax benefit of at least $50,000 (taking into account both income taxes and any Excise Tax) as compared to the net after-tax proceeds to the Executive resulting from an elimination of the Gross-Up Payment and a reduction of the Payments, in the aggregate, to an amount (the "Reduced Amount") such that the receipt of Payments would not give rise to any Excise Tax, then no Gross-Up Payment shall be made to the Executive, the Payments, in the aggregate, made to the Executive shall not exceed the Reduced Amount, and the Executive shall have the right, in the Executive's sole discretion, to designate those payments or benefits that should be reduced or eliminated to satisfy such requirementexercisable. (c) For purposes of this Agreement, a "Change of Control" shall mean:

Termination Following a Change of Control. (a) In the event the Employer terminates the Executive's employmentof a “Termination” (as defined in paragraph 5(d) below) of Employee’s employment in anticipation of, or the Executive terminates employment with Good Reason, in either case within six months prior to, or 24 months after, a Change of ControlControl (as defined in paragraph 5(c) below), the Employer shall, within : (i) Within 60 days of termination, pay to the Executive a lump sum cash payment equal to Employee 2.99 times the average annual compensation paid to the Executive Employee by Employer and included in the Executive's Employee’s gross income for income tax purposes during the five full calendar taxable years, or shorter period of employment, that immediately precede the year during which the Change of Control occurs; -33- (ii) Provide Employee with fringe benefits, or the cash equivalent of such benefits, identical to those described in paragraph 2 for a period of 24 months following Employee’s termination of employment; and (iii) Treat as immediately vested and exercisable all forms of equity-based compensation, including unexpired stock options, previously granted to Employee that are not otherwise vested or exercisable or that have not been exercised. (b) Except as set forth below, in the event it shall be determined that If any payment or distribution by or for the account portion of the Employer to amounts paid to, or for the benefit value received by, Employee following a Change of the Executive Control (whether paid or payable or distributed or distributable received pursuant to the terms of this Agreement paragraph 5 or otherwise, but determined without regard to any additional payments required under this Section 4) (a "Payment") would be subject to constitutes an “excess parachute payment” within the excise tax imposed by Section 4999 meaning of the Internal Revenue Code Sections 280G and 4999, then payments to Employee pursuant to this Agreement shall be limited or modified to the extent necessary to eliminate the application of 1986, as amended Internal Revenue Code Sections 280G and 4999. The amount of any payment required by this subparagraph (the "Code"b) or any interest or penalties are incurred shall be calculated by the Executive with respect Employer’s independent auditors, assuming Employee is subject to such excise tax (such excise taxfederal, together with any such interest state and penalties, collectively, the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of the Excise Tax and all other taxes (including, without limitation, income taxes) that are imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this Section 4(b), if it shall be determined that the Executive is entitled to a Gross-Up Payment, but that the Executive, after taking into account the Payments and the Gross-Up Payment, would not receive a net after-tax benefit of at least $50,000 (taking into account both local income taxes and any Excise Tax) as compared to at the net after-tax proceeds to the Executive resulting from an elimination of the Gross-Up Payment and a reduction of the Payments, in the aggregate, to an amount (the "Reduced Amount") such that the receipt of Payments would not give rise to any Excise Tax, then no Gross-Up Payment shall be made to the Executive, the Payments, in the aggregate, made to the Executive shall not exceed the Reduced Amount, and the Executive shall have the right, in the Executive's sole discretion, to designate those payments or benefits that should be reduced or eliminated to satisfy such requirementhighest marginal rate. (c) For purposes of this Agreementparagraph 5(a), a "“Change of Control" ” shall be deemed to have occurred if: (i) any “person,” including a “group” as determined in accordance with the Section 13(d)(3) of the Securities Exchange Act of 1934 (“Exchange Act”), is or becomes the beneficial owner, directly or indirectly, of securities of Employer representing 30% or more of the combined voting power of Employer’s then outstanding securities; (ii) as a result of, or in connection with, any tender offer or exchange offer, merger or other business combination (a “Transaction”), the persons who were directors of Employer before the Transaction shall cease to constitute a majority of the Board of Directors of Employer or any successor to Employer; (iii) Employer is merged or consolidated with another corporation and as a result of the merger or consolidation less than 70% of the outstanding voting securities of the surviving or resulting corporation shall then be owned in the aggregate by the former stockholders of Employer, other than (A) affiliates within the meaning of the Exchange Act, or (B) any party to the merger or consolidation; (iv) a tender offer or exchange offer is made and consummated for the ownership of securities of Employer representing 30% or more of the combined voting power of Employer’s then outstanding voting securities; or (v) Employer transfers substantially all of its assets to another corporation which is not controlled by Employer. -34- (d) For purposes of paragraph 5(a), “Termination” shall mean: (i) termination by the Employer (or successor entity) of the employment of Employee for any reason other than death, Disability (as defined in paragraph 4(c) or termination for “cause” (as defined in paragraph 4(d)), or (ii) resignation by the Employee for the following reasons: (A) a significant change in the nature or scope of the Employee’s authority from that prior to a Change of Control, (B) a reduction in the Employee’s total compensation (including all earned bonuses and benefits) from that prior to that Change in Control, or (C) a change in the general location where the Employee is required to perform services from that prior to a Change of Control.

Termination Following a Change of Control. (a) In the event the Employer terminates the of a “Termination” (as defined in paragraph 4(d) below) of Executive's employment’s employment in anticipation of, or the Executive terminates employment with Good Reason, in either case within six months prior to, or 24 months after, a Change of ControlControl (as defined in paragraph 4(c) below), the Employer shall, within 60 : (i) Within seven (7) business days of after termination, pay to the Executive a lump sum cash payment equal to 2.99 three (3) times the average annual compensation paid to the Executive by Employer and included in the Executive's ’s gross income for income tax purposes during for the five three (3) full calendar years, or shorter period of employment, taxable years that immediately precede the year during which the Change of Control occursoccurs (adjusted to include bonuses paid, rather than accrued, in respect of such years); (ii) Provide Executive with his rights, if any, to receive continued health care benefits under COBRA, and pay Executive, within seven (7) business days after termination of employment, a lump sum amount equal to three (3) times the Company’s annual cost of providing health, life and long-term disability insurance coverages and other fringe benefits provided to Executive immediately prior to such termination; and (iii) Treat as immediately vested and exercisable all forms of equity-based compensation, including unexpired stock options and unvested restricted stock previously granted to Executive that are not otherwise vested or exercisable or that have not been exercised. (b) Except as set forth below, in the event it shall be determined that If any payment or distribution by or for the account portion of the Employer to amounts paid to, or for the benefit value received by, Executive following a Change of the Executive Control (whether paid or payable or distributed or distributable received pursuant to the terms of this Agreement paragraph 4 or otherwise, but determined without regard to any additional payments required under this Section 4) (a "Payment") would be subject to constitutes an “excess parachute payment” within the excise tax imposed by Section 4999 meaning of the Internal Revenue Code of 1986, as amended (the "Code") or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest Sections 280G and penalties, collectively, the "Excise Tax")4999, then the lump sum cash payments to Executive pursuant to this Agreement shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of the Excise Tax and all other taxes (including, without limitation, income taxes) that are imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal reduced to the Excise Tax imposed upon extent necessary to eliminate the Payments. Notwithstanding the foregoing provisions application of this Section 4(b), if it shall be determined that the Executive is entitled to a Gross-Up Payment, but that the Executive, after taking into account the Payments Internal Revenue Code Sections 280G and the Gross-Up Payment, would not receive a net after-tax benefit of at least $50,000 (taking into account both income taxes and any Excise Tax) as compared to the net after-tax proceeds to the Executive resulting from an elimination of the Gross-Up Payment and a reduction of the Payments, in the aggregate, to an amount (the "Reduced Amount") such that the receipt of Payments would not give rise to any Excise Tax, then no Gross-Up Payment shall be made to the Executive, the Payments, in the aggregate, made to the Executive shall not exceed the Reduced Amount, and the Executive shall have the right, in the Executive's sole discretion, to designate those payments or benefits that should be reduced or eliminated to satisfy such requirement4999. (c) For purposes of this Agreementparagraph 4(a), a "“Change of Control" ” shall be deemed to have occurred if: (i) any “person,” including a “group” as determined in accordance with the Section 13(d)(3) of the Securities Exchange Act of 1934 (“Exchange Act”), is or becomes the beneficial owner, directly or indirectly, of securities of Employer representing 30% or more of the combined voting power of Employer’s then outstanding securities; (ii) as a result of, or in connection with, any proxy contest, tender offer or exchange offer, merger or other business combination (a “Transaction”), the persons who were directors of Employer before the Transaction shall cease to constitute a majority of the Board of Directors of Employer or any successor to Employer; (iii) Employer is merged or consolidated with another corporation and as a result of the merger or consolidation less than 70% of the outstanding voting securities of the surviving or resulting corporation shall then be owned in the aggregate by the former stockholders of Employer, other than (A) affiliates within the meaning of the Exchange Act, or (B) any party to the merger or consolidation; (iv) a tender offer or exchange offer is made and consummated for the ownership of securities of Employer representing 30% or more of the combined voting power of Employer’s then outstanding voting securities; or (v) Employer transfers substantially all of its assets to another corporation which is not controlled by Employer. (d) For purposes of paragraph 4(a), “Termination” shall mean: (i) termination by the Employer (or successor entity) of the employment of Executive for any reason other than death, Disability (as defined in paragraph 4(c) or termination for “Cause” (as defined in paragraph 4(d)), or (ii) subject to Section 4(e), resignation by the Executive for the following reasons: (A) a significant change in the nature or scope of the Executive’s duties or authority from that prior to a Change of Control or the Executive’s having to report directly to anyone other than chief executive officer of Employer’s ultimate parent, (B) a reduction in the Executive’s total compensation (including accrued bonus or benefits) from that prior to a Change of Control that is not consistent with the provisions of subparagraph 2(b) hereof, (C) a material breach of this Agreement by the Employer that is not or cannot be cured within thirty (30) days of the Executive giving notice of the breach or (D) a change in the general location where the Executive is required to perform services from that prior to a Change of Control which shall include requiring Executive to relocate more than fifty (50) miles from Syracuse, New York. (e) In the event that Executive elects to resign in accordance with Section 4(d)(ii), Executive shall deliver written notice thereof to Employer’s chief executive officer and the chief executive officer of Employer’s ultimate parent at least ninety (90) days in advance of the effective date of Executive’s resignation.

Termination Following a Change of Control. (a) In the event that there occurs a Change of Control, as defined in Section 13(b) below, and during the Employer period commencing on the day immediately following the occurrence of a Change of Control and ending twenty-four (24) months thereafter the Company terminates the Executive's employment, ’s employment hereunder other than for Cause in accordance with Section 5(d) or the Executive terminates employment hereunder for Good Reason in accordance with Good ReasonSection 5(e) and provided that the Executive satisfies in full all of the conditions set forth in Section 5(h) hereof, then, in either case within six addition to Final Compensation, the Executive, in lieu of any payment for which He would have been eligible under Section 5(d) or Section 5(e) hereof, will be eligible for (A) a single lump sum payment equal to twelve (12) months of Base Salary, without offset for other earnings; (B) a Final Pro-Rated Bonus for the fiscal year in which the Date of Termination occurs, payable at the time bonuses are paid generally; (C) health and dental plan premium payments (or, as applicable, reimbursements) on the same terms and conditions applicable in the event of a termination other than for Cause or for Good Reason prior to, or 24 months after, to a Change of Control; and (The Executive’s eligibility to receive and retain any “Post-Employment Compensation” (meaning any and all compensation, of any kind, provided in accordance with the Employer shall, within 60 days applicable provision of termination, pay to the Executive a lump sum cash payment equal to 2.99 times the average annual compensation paid to the Executive by Employer and included Section 5 of this Agreement in the Executive's gross income for income tax purposes during the five full calendar years, connection with or shorter period following termination of employment, that immediately precede exclusive of Final Compensation) is subject to full satisfaction of all of the year during which following as well as (A) the Change covenant of Control occurs. (b) Except as confidentiality set forth in Section 7 below and (B) the assignment of rights to Intellectual Property (as hereafter defined) set forth in Section 8 below, in but with the event it shall be determined that any payment or distribution by or for the account express understanding and agreement of the Employer to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 4) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, collectively, the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of the Excise Tax and all other taxes (including, without limitation, income taxes) that are imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this Section 4(b), if it shall be determined parties that the Executive is entitled free to a Gross-Up Paymentelect not to comply with clause (i) below and is free not to forbear from competition or solicitation as set forth in clauses (ii), (iii) and (iv) immediately below, but that the Executive, after taking into account the Payments her right to any Post-Employment Compensation under this Agreement is expressly conditioned on compliance with said clause (i) and the Grossforbearance required under all of said clauses (ii), (iii) and (iv), as well as her full satisfaction of her obligations under the covenant of confidentiality and assignment of rights to Intellectual Property (which obligations are not optional and shall survive any termination, howsoever occurring). The conditions to receipt of Post-Up PaymentEmployment Compensation are as follows: (i) The Executive’s execution and return, would to the person designated by the Company to receive notices on its behalf in accordance with Section 18 hereof, of a timely and effective release of claims in the form attached hereto and marked Exhibit A (“Release of Claims”), within the time period specified therein. The Release of Claims creates legally binding obligations and the Company therefore advises the Executive to consult an attorney before signing it. Notwithstanding any other provision of this Agreement, (A) the Company shall not receive be required to make any payment of Post-Employment Compensation unless and until a net afterRelease of Claims has been executed by such holder and delivered to the Company, and the Release of Claims has become irrevocable, all within sixty (60) days following the Date of Termination; and (B) without limiting the generality of the foregoing, the Company shall not be or become obligated to make any such payment unless a Release of Claims is so executed and delivered and the Release of Claims has become irrevocable before the expiration of such 60-tax benefit day period. The foregoing provisions relating to a Release of at least $50,000 (taking into account both income taxes Claims and any Excise Taxother provisions herein relating to a Release of Claims are not in limitation of any claims provisions contained in the LLC Agreement and the provisions of the LLC Agreement relating to releases shall apply in accordance with their terms. (ii) as compared to the net after-tax proceeds to Forbearance by the Executive resulting for twelve (12) months following the Date of Termination from an elimination competition with the business of the GrossCompany and its Immediate Affiliates anywhere in the world where the Company or any of those Immediate Affiliates is doing business, whether as owner, partner, investor, consultant, agent, employee, co-Up Payment and a reduction venturer or otherwise. Specifically, but without limiting the foregoing, in order to satisfy this condition, the Executive must forbear from engaging in any activity that is competitive, or is in preparation to engage in competition, with the business of the PaymentsCompany and its Immediate Affiliates and further the Executive must forbear from working or providing services, in the aggregateany capacity, to whether as an amount (the "Reduced Amount") such that the receipt of Payments would not give rise employee, independent contractor or otherwise, whether with or without compensation, for or to any Excise Taxperson or entity engaged in the business of the Company and its Immediate Affiliates. The business of the Company and its Affiliates is sporting hard goods. For illustrative purposes only, then no Gross-Up Payment competitors of the Company and its Immediate Affiliates on the date of this Agreement include Amer Sports Corporation and Jarden Corporation and their respective subsidiaries. The foregoing condition, however, shall not fail to be made met solely due to the Executive, ’s passive ownership of less than 3% of the Payments, equity securities of any publicly traded company. This provision of non-compete is waived in the aggregateevent Company or an affiliate is acquired by a competitor who seeks to employ Employee, made so long as Company agrees to such employment as part of the Executive shall not exceed the Reduced Amount, and the Executive shall have the right, in the Executive's sole discretion, to designate those payments or benefits that should be reduced or eliminated to satisfy such requirementtransaction. (ciii) Forbearance by the Executive for twelve (12) months following the Date of Termination from any direct or indirect solicitation or encouragement of any of the Customers of the Company or any of its Immediate Affiliates to terminate or diminish their relationship with the Company or any of its Immediate Affiliates and from any direct or indirect solicitation or encouragement of any of the Customers or Prospective Customers of the Company or any of its Immediate Affiliates to conduct with herself or any other Person (as defined in Section 13 hereof) any business or activity which such Customer or Prospective Customer conducts or could conduct with the Company or any of its Immediate Affiliates. For purposes of this AgreementSection 5(h), a "Change Customer is a person or entity which was such at any time during the eighteen (18) months prior to the Date of Control" shall mean:Termination and a Potential Customer is a Person contacted by the Company or any of its Immediate Affiliates to become such at any time within eighteen (18) months prior to the Date of Termination other than by general advertisement, provided, in each case that the Executive had contact with such Customer or Potential Customer through her employment or her other associations with the Company or any of its Immediate Affiliates or had access to Confidential Information that would assist in her solicitation of such Customer or Potential Customer in competition with the Company or any of its Immediate Affiliates. (iv) Forbearance by the Executive for twelve (12)months following the Date of Termination from directly or indirectly hiring or otherwise engaging the services of any employee, independent contractor or other agent providing services to the Company or any of its Immediate Affiliates and from soliciting any such employee, independent contractor or agent to terminate or diminish his/her/its relationship with the Company or any of its Immediate Affiliates. For purposes of this Section 5(h), an employee, independent contractor or agent means any Person who was performing services for the Company or any of its Immediate Affiliates in such capacity at any time during the twelve (12) months immediately preceding the Date of Termination.

Termination Following a Change of Control. (a) In the event the Employer terminates the of a “Termination” (as defined in paragraph 4(d) below) of Executive's employment’s employment in anticipation of, or the Executive terminates employment with Good Reason, in either case within six months prior to, or 24 months after, a Change of ControlControl (as defined in paragraph 4(c) below), the Employer shall, within 60 : (i) Within seven (7) business days of after termination, pay to the Executive a lump sum cash payment equal to 2.99 two (2) times the average annual compensation paid to the Executive by Employer and included in the Executive's ’s gross income for income tax purposes during for the five three (3) full calendar years, or shorter period of employment, taxable years that immediately precede the year during which the Change of Control occursoccurs (adjusted to include bonuses paid, rather than accrued, in respect of such years); (ii) Provide Executive with his rights, if any, to receive continued health care benefits under COBRA, and pay Executive, within seven (7) business days after termination of employment, a lump sum amount equal to two (2) times the Company’s annual cost of providing health, life and long-term disability insurance coverages and other fringe benefits provided to Executive immediately prior to such termination; and (iii) Treat as immediately vested and exercisable all forms of equity-based compensation, including unexpired stock options and unvested restricted stock previously granted to Executive that are not otherwise vested or exercisable or that have not been exercised. (b) Except as set forth below, in the event it shall be determined that If any payment or distribution by or for the account portion of the Employer to amounts paid to, or for the benefit value received by, Executive following a Change of the Executive Control (whether paid or payable or distributed or distributable received pursuant to the terms of this Agreement paragraph 4 or otherwise, but determined without regard to any additional payments required under this Section 4) (a "Payment") would be subject to constitutes an “excess parachute payment” within the excise tax imposed by Section 4999 meaning of the Internal Revenue Code of 1986, as amended (the "Code") or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest Sections 280G and penalties, collectively, the "Excise Tax")4999, then the lump sum cash payments to Executive pursuant to this Agreement shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of the Excise Tax and all other taxes (including, without limitation, income taxes) that are imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal reduced to the Excise Tax imposed upon extent necessary to eliminate the Payments. Notwithstanding the foregoing provisions application of this Section 4(b), if it shall be determined that the Executive is entitled to a Gross-Up Payment, but that the Executive, after taking into account the Payments Internal Revenue Code Sections 280G and the Gross-Up Payment, would not receive a net after-tax benefit of at least $50,000 (taking into account both income taxes and any Excise Tax) as compared to the net after-tax proceeds to the Executive resulting from an elimination of the Gross-Up Payment and a reduction of the Payments, in the aggregate, to an amount (the "Reduced Amount") such that the receipt of Payments would not give rise to any Excise Tax, then no Gross-Up Payment shall be made to the Executive, the Payments, in the aggregate, made to the Executive shall not exceed the Reduced Amount, and the Executive shall have the right, in the Executive's sole discretion, to designate those payments or benefits that should be reduced or eliminated to satisfy such requirement4999. (c) For purposes of this Agreementparagraph 4(a), a "“Change of Control" ” shall be deemed to have occurred if: (i) any “person,” including a “group” as determined in accordance with the Section 13(d)(3) of the Securities Exchange Act of 1934 (“Exchange Act”), is or becomes the beneficial owner, directly or indirectly, of securities of Employer representing 30% or more of the combined voting power of Employer’s then outstanding securities; (ii) as a result of, or in connection with, any proxy contest, tender offer or exchange offer, merger or other business combination (a “Transaction”), the persons who were directors of Employer before the Transaction shall cease to constitute a majority of the Board of Directors of Employer or any successor to Employer; (iii) Employer is merged or consolidated with another corporation and as a result of the merger or consolidation less than 70% of the outstanding voting securities of the surviving or resulting corporation shall then be owned in the aggregate by the former stockholders of Employer, other than (A) affiliates within the meaning of the Exchange Act, or (B) any party to the merger or consolidation; (iv) a tender offer or exchange offer is made and consummated for the ownership of securities of Employer representing 30% or more of the combined voting power of Employer’s then outstanding voting securities; or (v) Employer transfers substantially all of its assets to another corporation which is not controlled by Employer. (d) For purposes of paragraph 4(a), “Termination” shall mean: (i) termination by the Employer (or successor entity) of the employment of Executive for any reason other than death, Disability (as defined in paragraph 4(c) or termination for “Cause” (as defined in paragraph 4(d)), or (ii) subject to Section 4(e), resignation by the Executive for the following reasons: (A) a significant change in the nature or scope of the Executive’s duties or authority from that prior to a Change of Control or the Executive’s having to report directly to anyone other than chief executive officer of Employer’s ultimate parent, (B) a reduction in the Executive’s total compensation (including accrued bonus or benefits) from that prior to a Change of Control that is not consistent with the provisions of subparagraph 2(b) hereof, (C) a material breach of this Agreement by the Employer that is not or cannot be cured within thirty (30) days of the Executive giving notice of the breach or (D) a change in the general location where the Executive is required to perform services from that prior to a Change of Control which shall include requiring Executive to relocate more than fifty (50) miles from Syracuse, New York. (e) In the event that Executive elects to resign in accordance with Section 4(d)(ii), Executive shall deliver written notice thereof to Employer’s chief executive officer and the chief executive officer of Employer’s ultimate parent at least ninety (90) days in advance of the effective date of Executive’s resignation.

Termination Following a Change of Control. (a) In the event the Employer terminates the Executive's employmentthat, or the Executive terminates employment with Good Reason, in either case within six months prior to, or 24 months after, following a Change of ControlControl (as defined below) of the Company, the Employer shall, within 60 days of termination, pay to the Executive a lump sum cash payment equal to 2.99 times the average annual compensation paid to the Executive by Employer and included in the (i) Executive's gross income for income tax purposes during employment hereunder is terminated by the five full calendar yearsCompany without Cause under Paragraph 7, or shorter period of employment(ii) Executive's employment is terminated by Executive for a Constructive Termination, or (iii) if the Company gives Executive written notice under Paragraph 2(b) above that immediately precede the year during which the Change of Control occurs. (b) Except as set forth belowEmployment Term shall not be extended, in the event it shall be determined that any payment or distribution by or for the account of the Employer to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 4) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, collectively, the "Excise Tax"), then the Executive shall be entitled to receive an additional a lump-sum payment payable within thirty (a "Gross-Up Payment"30) in an amount such that after payment by the Executive days of the Excise Tax and all other taxes (including, without limitation, income taxes) that are imposed upon the Gross-Up Payment, the Executive retains an amount expiration of the Gross-Up Payment Employment Term equal to the Excise Tax imposed upon sum of (i) three (3) times the Paymentsannual Base Salary rate in effect immediately prior to such Termination Date, plus (ii) to the extent earned and not already paid, any bonus payable pursuant to Paragraph 3 for the prior fiscal year. Notwithstanding the foregoing provisions of this Section 4(b)Furthermore, if it in such event, Executive shall be determined that the Executive is entitled to a Grossthe continuation of benefits set forth in Paragraph 11 below until the later of (A) twelve (12) months following the Termination Date or (B) the date which would have been the next two-Up Payment, but that the Executive, after taking into account the Payments and the Gross-Up Payment, would not receive a net after-tax benefit of at least $50,000 (taking into account both income taxes and any Excise Tax) as compared to the net after-tax proceeds to the Executive resulting from an elimination year anniversary of the Gross-Up Payment and a reduction of the Payments, in the aggregate, to an amount (the "Reduced Amount") such that the receipt of Payments would not give rise to any Excise Tax, then no Gross-Up Payment shall be made to the Executive, the Payments, in the aggregate, made to the Executive shall not exceed the Reduced Amount, and the Executive shall have the right, in the Executive's sole discretion, to designate those payments or benefits that should be reduced or eliminated to satisfy such requirement. (c) For purposes of this AgreementCommencement Date. As used herein, a "Change of Control" shall meanbe deemed to have occurred upon the occurrence of any of the following: (i) any sale, lease, exchange or other transfer (in one transaction or a series of transactions) of all or substantially all of the assets of the Company; (ii) individuals who, as of the date hereof, constitute the entire Board of Directors of the Company (the "Incumbent Directors") cease for any reason to constitute at least a majority of the Board of Directors (hereinafter referred to as a "Board Change"), provided that any individual becoming a director subsequent to the date hereof whose election or nomination for election was approved by a vote of at least a majority of the then Incumbent Directors shall be, for purposes of this provision, considered as though such individual were an Incumbent Director; or (iii) any consolidation or merger of the Company (including, without limitation, a triangular merger) where the shareholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own, directly or indirectly, shares representing in the aggregate more than fifty percent (50%) of the combined voting power of all the outstanding securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any); or (iv) any "person," as such term is used in Section 13(d) of the Securities Exchange Act of 1934, as amended (or any successor provision) (the "Exchange Act") (other than Xxxxxx Xxxx, the Company, any employee benefit plan of the Company or any entity organized, appointed or established by the Company for or pursuant to the terms of any such plan), together with all "affiliates" and "associates" (as such terms are defined in Rule 12b-2 under the Exchange Act or any successor provision) of such person, shall become the "beneficial owner" or "beneficial owners" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act or any successor provision), directly or indirectly, of securities of the Company representing in the aggregate (A) in the event the Company is not a "Reporting Company" (meaning a Company that is subject to the reporting requirements of the Exchange Act and has registered shares of a class of equity securities pursuant to Section 12(g) or 12(b) of the Exchange Act), fifty percent (50%) or more or (B) in the event the Company is a Reporting Company, twenty-five percent (25%) or more of either (1) the then outstanding shares of Common Stock of the Company or (2) the combined voting power of all then outstanding securities of the Company having the right under ordinary circumstances to vote in an election of the Board of Directors of the Company.

Termination Following a Change of Control. (a) In the event the Employer terminates the Executive's employment, or the Executive terminates employment with Good Reason, in either case within six months prior to, or 24 months after, there is a Termination Following a Change of Control, the Employer shall, within 60 days of termination, pay this Agreement shall terminate and Executive shall be entitled to the Executive following severance benefits: (1) For a lump sum cash payment equal to 2.99 times period of twelve (12) months after the average annual compensation paid Termination Date (the "Compensation Period"), Base Salary at the rate in effect immediately prior to the Termination Event, payable monthly, in arrears. in addition, the Company shall remain obligated to maintain and keep all benefits set forth in paragraphs 5(e) and (g) available to Executive by Employer at the Company's expense for a period of one (1) year after the Termination Date. Moreover, Executive shall receive at no additional cost, the automobile and included certificate of title to the automobile referenced in the Executive's gross income for income tax purposes during the five full calendar yearsparagraph 5(c) free of any lien, claim, or shorter period of employment, that immediately precede the year during which the Change of Control occursencumbrance. (b2) Except as set forth belowAny stock options which Executive has received shall vest immediately, in the event it and all options required to be granted pursuant to Paragraph 5(i) which have not been so granted, shall be determined that any payment or distribution by or for granted and shall vest immediately and the account xxxxx xxxxx shall be the lowest price of the Employer to or for Company's common stock during the benefit of the Executive (whether paid or payable or distributed or distributable pursuant 120 days prior to the terms announcement of this Agreement or otherwise, but determined without regard to such Change in Control. (3) If Executive receives any additional payments required under this Section 4) (a "Payment") would be hereunder which are subject to the an excise tax imposed by under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") amended, or any interest similar tax imposed under federal, state, or penalties are incurred by the Executive with respect to such excise tax local law (such excise tax, together with any such interest and penalties, collectively, the "Excise TaxTaxes"), the Company shall pay Executive (on or before the date which Executive is required to pay such Excise Taxes), 1) an additional amount equal to all Excise Taxes then due and payable, and 2) the amount necessary to defray Executive's increased (federal, state, and local) income tax liability arising due to such payments and any costs and expenses, including penalties and interest incurred by Executive in connection with any audit, proceedings, etc. related to the payment of such Excise Taxes. For purposes of calculating the amount payable to Executive under this Paragraph, the federal and state income tax rates used shall be the highest marginal federal and state rates applicable to ordinary income in Executive's state of residence, taking into account any federal income tax deductions or credits available to Executive for state income taxes. The Company shall cause its independent auditors to calculate such amount and provide Executive a copy of such calculation at least ten (10) days prior to the date specified above for payment of such amount. (4) All accrued compensation and unreimbursed expenses through the Termination Date. Such amounts shall be paid to Executive in a lump sum in cash within thirty (30) days after the Termination Date along with the certificate of title referenced in paragraph 6(b)(1) above. (5) Executive, in addition to all other amounts, payments or benefits provided hereunder, and in consideration of Executive's agreement under Section 9 below, shall receive a lump sum payment in the amount of one million five hundred thousand dollars ($1,500,000), to be paid within five (5) days following such Termination. (6) Executive shall be entitled free to receive an additional payment (a "Gross-Up Payment") accept other employment during the Compensation Period, and there shall be no offset of any employment compensation earned by Executive in an amount such other employment during the Compensation Period against payments due to Executive hereunder, and there shall be no offset of any compensation received from such other employment against the Base Salary set forth above; provided, however, that after payment by the such compensation may terminate if Executive violate any of the Excise Tax and all other taxes (including, without limitation, income taxes) that are imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this Section 4(b), if it shall be determined that the Executive is entitled to a Gross-Up Payment, but that the Executive, after taking into account the Payments and the Gross-Up Payment, would not receive a net after-tax benefit of at least $50,000 (taking into account both income taxes and any Excise Tax) as compared to the net after-tax proceeds to the Executive resulting from an elimination of the Gross-Up Payment and a reduction of the Payments, in the aggregate, to an amount (the "Reduced Amount") such that the receipt of Payments would not give rise to any Excise Tax, then no Gross-Up Payment shall be made to the Executive, the Payments, in the aggregate, made to the Executive shall not exceed the Reduced Amount, and the Executive shall have the right, in the Executive's sole discretion, to designate those payments or benefits that should be reduced or eliminated to satisfy such requirement9 below. (c) For purposes of this Agreement, a "Change of Control" shall mean:

Termination Following a Change of Control. (a) In Notwithstanding anything in this Section 7 to the event contrary, if Executive’s employment hereunder is involuntarily terminated by the Employer terminates the Executive's employmentCompany Without Cause, or the Executive terminates his employment hereunder with Good ReasonReason in accordance with Section 7(d) or upon expiration of the Employment Term due to the Company’s giving Executive a notice of its desire not to extend the Employment Term in accordance with Section 2, in either each case within six 12 months prior to, or 24 months after, following a Change of Control, or if Executive’s employment hereunder is involuntarily terminated by the Employer shall, within 60 days of termination, pay Company prior to the date on which the Change in Control occurs, and if it is reasonably demonstrated by Executive that such termination of employment (x) was at the request of a lump third party who has taken steps reasonably calculated to effect a Change in Control or (y) otherwise arose in connection with or anticipation of a Change in Control, then Executive shall receive, in complete satisfaction of all payments (including severance) due under this Agreement, (i) a lump-sum cash payment equal to 2.99 times the average annual compensation paid to the Executive by Employer 24 months of Base Salary and included in the (ii) payment of Executive's gross income ’s actual bonus earned for income tax purposes during the five full calendar years, or shorter period of employment, that immediately precede the year during of termination as determined in accordance with the Company’s annual incentive plan and customary practices as if Executive had remained employed hereunder for the full year in which Executive’s employment terminates and thereafter until the bonus is actually determined and paid. The payment referred to in subclause (i) of this Section 7(f) shall be paid (without duplication of payments previously made in respect of Base Salary under Section 7(e)(i) above, and subject to Sections 7(m), 7(n) and 12(s)(ii) below) on the first payroll date following (but not more than one month after or, if earlier, March 15th of the year following the year in which occurs) the later of (x) the 60th day after the Termination Date and (y) the occurrence of the Change in Control. The payment referred to in subclause (ii) of Control this Section 7(f) shall be paid (without duplication of payments previously made in respect of such bonus under Section 7(e)(i) above, and subject to Sections 7(m), 7(n) and 12(s)(ii) below) on the first payroll date following (but not more than one month after or, if earlier, March 15th of the year following the year in which occurs. ) the latest of (bx) Except as 60th day after the Termination Date, (y) the date that the bonus is determined, and (z) the occurrence of the Change in Control. In addition, upon a termination of employment described in this Section 7(f), (A) Executive shall receive the benefits set forth belowin Sections 7(g), 7(h) and 7(i), and (B) all unvested equity-based awards granted to Executive on or after September 30, 2006 shall become fully vested and, in the event it shall be determined that any payment or distribution by or for the account case of the Employer to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwisestock options, but determined without regard to any additional payments required under this Section 4) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest fully vested and penalties, collectively, the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of the Excise Tax and all other taxes (including, without limitation, income taxes) that are imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this Section 4(b), if it shall be determined that the Executive is entitled to a Gross-Up Payment, but that the Executive, after taking into account the Payments and the Gross-Up Payment, would not receive a net after-tax benefit of at least $50,000 (taking into account both income taxes and any Excise Tax) as compared to the net after-tax proceeds to the Executive resulting from an elimination of the Gross-Up Payment and a reduction of the Payments, in the aggregate, to an amount (the "Reduced Amount") such that the receipt of Payments would not give rise to any Excise Tax, then no Gross-Up Payment shall be made to the Executive, the Payments, in the aggregate, made to the Executive shall not exceed the Reduced Amount, and the Executive shall have the right, in the Executive's sole discretion, to designate those payments or benefits that should be reduced or eliminated to satisfy such requirementexercisable. (c) For purposes of this Agreement, a "Change of Control" shall mean:

Termination Following a Change of Control. Notwithstanding Section 4.1 of this Agreement, in the event that the Executive incurs a Termination of employment within twelve months after a Change of Control either (a) In by the event Company or the Employer terminates (or any successor to the Executive's employment, Company or the Employer after the Change of Control) without Cause (but determined without regard to Section 1.2(e) of this Agreement) or (b) by the Executive terminates employment with Good Reason, this Section 4.2 shall apply and Section 4.1 above shall not apply. For avoidance of doubt, it is understood that any payment pursuant to this Section 4.2 is in either case within six months prior lieu of, and not in addition to, or 24 months afterany payments pursuant to Section 4.1 above. Subject to the Release Requirement being met and the Executive’s compliance with the provisions of Section 5 of this Agreement, in the event that the Executive incurs a Change Termination of Controlemployment pursuant to this Section 4.2, the Employer shall, within 60 days of termination, (or any successor thereto) shall pay to the Executive (i) thirty (30) days after such termination of employment, Executive’s accrued but unpaid base salary, any unreimbursed businesses expenses and any unused vacation time which has accrued during the year in which the Executive's employment is terminated, in each case as of the date of termination; (ii) any accrued and unpaid annual bonus under the Executive Bonus Plan with respect to the any prior year at such time as provided under the Executive Bonus Plan but in no event later than the March 15 of the calendar year following the calendar year in which the Executive’s employment is terminated; (iii) any other amounts or benefits owing to the Executive under the terms of any employee benefit plan of the Company or, in the case of equity-based compensation awards, under the terms of the equity award plan or applicable award agreement; (iv) any amounts the Executive may be entitled to pursuant to the Deferred Compensation Plan at such times as provided under the terms of the Deferred Compensation Plan; and (v) a single lump sum cash payment equal to 2.99 times the average annual compensation Special Severance Payment and the Special Severance Bonus. The Special Severance Payment shall be paid to the Executive by Employer and included in on the Executive's gross income for income tax purposes during fifth (5th) business day following the five full calendar years, or shorter period of employment, that immediately precede the year during which the Change of Control occurs. six (b6) Except as set forth below, in the event it shall be determined that any payment or distribution by or for the account month anniversary of the Employer to Termination of employment (or for on the benefit fifth (5th) business day following the death of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 4) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, collectively, the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of the Excise Tax and all other taxes (including, without limitation, income taxes) that are imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this Section 4(b), if it shall be determined that the Executive is entitled to a Gross-Up Payment, but that the Executive, after taking into account the Payments and the Gross-Up Payment, would not receive a net after-tax benefit of at least $50,000 (taking into account both income taxes and any Excise Tax) as compared to the net after-tax proceeds if sooner). The Special Severance Bonus shall be paid to the Executive resulting from an elimination in a single lump sum cash payment on the date that bonuses are paid under the Executive Bonus Plan, but in no event later than March 15th of the Gross-Up Payment and a reduction of calendar year following the Payments, calendar year in the aggregate, to an amount (the "Reduced Amount") such that the receipt of Payments would not give rise to any Excise Tax, then no Gross-Up Payment shall be made to which the Executive, the Payments, in the aggregate, made to the Executive shall not exceed the Reduced Amount, and the Executive shall have the right, in the Executive's sole discretion, to designate those payments or benefits that should be reduced or eliminated to satisfy such requirement’s employment terminates. (c) For purposes of this Agreement, a "Change of Control" shall mean:

Termination Following a Change of Control. (a) In the event the If Employee's employment by Employer terminates the Executive's employment, or the Executive terminates employment with Good Reason, shall cease for any reason other than "cause" (as defined in either case subparagraph 5(e)) within six months prior to, or 24 months after, following a Change of ControlControl that occurs during the Period of Employment, the Employer shall, within : (i) Within 60 days of termination, pay to the Executive a lump sum cash payment equal to Employee 2.99 times the average annual compensation paid to the Executive Employee by Employer and included in the ExecutiveEmployee's gross income for income tax purposes during the five full calendar taxable years, or shorter period of employment, that immediately precede the year during which the Change of Control occurs; (ii) Provide Employee with fringe benefits, or the cash equivalent of such benefits, identical to those described in paragraph 2 for a period of 24 months following Employee's termination of employment; and (iii) Treat as immediately vested and exercisable all forms of equity- based compensation, including unexpired stock options, previously granted to Employee pursuant to paragraph 3 that are not otherwise vested or exercisable or that have not been exercised. (b) Except as set forth below, in the event it shall be determined that If any payment or distribution by or for the account portion of the Employer to amounts paid to, or for the benefit value received by, Employee following a Change of the Executive Control (whether paid or payable or distributed or distributable received pursuant to the terms of this Agreement paragraph 6 or otherwise, but determined without regard to any additional payments required under this Section 4) (a constitutes an "Payment") would be subject to excess parachute payment" within the excise tax imposed by Section 4999 meaning of the Internal Revenue Code of 1986, as amended (the "Code") or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest Sections 280G and penalties, collectively, the "Excise Tax")4999, then the Executive Employer shall pay to Employee, within 90 days of Employee's termination of employment, such additional amount as necessary to ensure that Employee retains the same net amount, after payment of all excise taxes and additional income taxes, that Employee would have retained if Internal Revenue Code Sections 280G and 4999 did not apply. The amount of any payment required by this subparagraph (b) shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment calculated by the Executive of the Excise Tax Employer's independent auditors, assuming Employee is subject to federal, state and all other taxes (including, without limitation, income taxes) that are imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this Section 4(b), if it shall be determined that the Executive is entitled to a Gross-Up Payment, but that the Executive, after taking into account the Payments and the Gross-Up Payment, would not receive a net after-tax benefit of at least $50,000 (taking into account both local income taxes and any Excise Tax) as compared to at the net after-tax proceeds to the Executive resulting from an elimination of the Gross-Up Payment and a reduction of the Payments, in the aggregate, to an amount (the "Reduced Amount") such that the receipt of Payments would not give rise to any Excise Tax, then no Gross-Up Payment shall be made to the Executive, the Payments, in the aggregate, made to the Executive shall not exceed the Reduced Amount, and the Executive shall have the right, in the Executive's sole discretion, to designate those payments or benefits that should be reduced or eliminated to satisfy such requirementhighest marginal rate. (c) For purposes of this Agreementparagraph 6(a), a "Change of Control" shall meanbe deemed to have occurred if: (i) any "person," including a "group" as determined in accordance with the Section 13(d)(3) of the Securities Exchange Act of 1934 ("Exchange Act"), is or becomes the beneficial owner, directly or indirectly, of securities of Employer representing 30% or more of the combined voting power of Employer's then outstanding securities; (ii) as a result of, or in connection with, any tender offer or exchange offer, merger or other business combination (a "Transaction"), the persons who were directors of Employer before the Transaction shall cease to constitute a majority of the Board of Directors of Employer or any successor to Employer; (iii) Employer is merged or consolidated with another corporation and as a result of the merger or consolidation less than 70% of the outstanding voting securities of the surviving or resulting corporation shall then be owned in the aggregate by the former stockholders of Employer, other than (A) affiliates within the meaning of the Exchange Act, or (B) any party to the merger or consolidation; (iv) a tender offer or exchange offer is made and consummated for the ownership of securities of Employer representing 30% or more of the combined voting power of Employer's then outstanding voting securities; or (v) Employer transfers substantially all of its assets to another corporation which is not controlled by Employer. A Change of Control also shall be deemed to have occurred in the event of a material change in or reduction of Employee's duties under this Agreement without Employee's prior consent (including, but not limited to, a change in the primary location at which Employee's duties are to be performed).

Termination Following a Change of Control. (a) In the event the Employer terminates the Executive's employment, or the Executive terminates employment with Good Reason, in either case within six months prior to, or 24 months after, there is a Termination Following a Change of Control, the Employer shall, within 60 days of termination, pay this Agreement shall terminate and Executive shall be entitled to the Executive following severance benefits: (1) For a lump sum cash payment equal to 2.99 times period of twelve (12) months after the average annual compensation paid Termination Date (the "Compensation Period"), Base Salary at the rate in effect immediately prior to the Termination Event, payable monthly, in arrears. In addition, the Company shall remain obligated to maintain and keep all benefits set forth in paragraphs 5(e) and (g) available to Executive by Employer at the Company's expense for a period of one (1) year after the Termination Date. Moreover, Executive shall receive at no additional cost, the automobile and included the certificate of title to the automobile referenced in the Executive's gross income for income tax purposes during the five full calendar yearsparagraph 5(c) free of any lien, claim, or shorter period of employment, that immediately precede the year during which the Change of Control occursencumbrance. (b2) Except as set forth belowAny stock options which Executive has received shall vest immediately, in the event it and all options required to be granted pursuant to Paragraph 5(i) which have not been so granted, shall be determined that any payment or distribution by or for granted and shall vest immediately and the account xxxxx xxxxx shall be the lowest price of the Employer to or for Company's common stock during the benefit of the Executive (whether paid or payable or distributed or distributable pursuant 120 days prior to the terms announcement of this Agreement or otherwise, but determined without regard to such Change in Control. (3) If Executive receives any additional payments required under this Section 4) (a "Payment") would be hereunder which are subject to the an excise tax imposed by under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") amended, or any interest similar tax imposed under federal, state, or penalties are incurred by the Executive with respect to such excise tax local law (such excise tax, together with any such interest and penalties, collectively, the "Excise TaxTaxes"), the Company shall pay Executive (on or before the date which Executive is required to pay such Excise Taxes), 1) an additional amount equal to all Excise Taxes then due and payable, and 2) the amount necessary to defray Executive's increased (federal, state, and local) income tax liability arising due to such payments and any costs and expenses, including penalties and interest incurred by Executive in connection with any audit, proceedings, etc. related to the payment of such Excise Taxes. For purposes of calculating the amount payable to Executive under this Paragraph, the federal and state income tax rates used shall be the highest marginal federal and state rates applicable to ordinary income in Executive's state of residence, taking into account any federal income tax deductions or credits available to Executive for state income taxes. The Company 6 shall cause its independent auditors to calculate such amount and provide Executive a copy of such calculation at least ten (10) days prior to the date specified above for payment of such amount. (4) All accrued compensation and unreimbursed expenses through the Termination Date. Such amounts shall be paid to Executive in a lump sum in cash within thirty (30) days after the Termination Date along with the certificate of title referenced in paragraph 6(b)(1) above. (5) Executive, in addition to all other amounts, payments or benefits provided hereunder, and in consideration of Executive's agreement under Section 9 below, shall receive a lump sum payment in the amount of one million five hundred thousand dollars ($1,500,000), to be paid within five (5) days following such Termination. (6) Executive shall be entitled free to receive an additional payment (a "Gross-Up Payment") accept other employment during the Compensation Period, and there shall be no offset of any employment compensation earned by Executive in an amount such other employment during the Compensation Period against payments due to Executive hereunder, and there shall be no offset of any compensation received from such other employment against the Base Salary set forth above; provided, however, that after payment by the such compensation may terminate if Executive violate any of the Excise Tax and all other taxes (including, without limitation, income taxes) that are imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this Section 4(b), if it shall be determined that the Executive is entitled to a Gross-Up Payment, but that the Executive, after taking into account the Payments and the Gross-Up Payment, would not receive a net after-tax benefit of at least $50,000 (taking into account both income taxes and any Excise Tax) as compared to the net after-tax proceeds to the Executive resulting from an elimination of the Gross-Up Payment and a reduction of the Payments, in the aggregate, to an amount (the "Reduced Amount") such that the receipt of Payments would not give rise to any Excise Tax, then no Gross-Up Payment shall be made to the Executive, the Payments, in the aggregate, made to the Executive shall not exceed the Reduced Amount, and the Executive shall have the right, in the Executive's sole discretion, to designate those payments or benefits that should be reduced or eliminated to satisfy such requirement9 below. (c) For purposes of this Agreement, a "Change of Control" shall mean:

Termination Following a Change of Control. (a) In the event the Employer terminates the Executiveof a "Termination" (as defined in subparagraph 4(d) below) of Employee's employment, or the Executive terminates employment with Good Reason, in either case within six months prior to, or 24 months after, after a Change of ControlControl (as defined in subparagraph 4(c) below), the Employer shall, within 60 days of termination, pay to the Executive a lump sum cash payment equal to Employee 2.99 times the average annual compensation paid to the Executive Employee by Employer and included in the ExecutiveEmployee's gross income for income tax purposes during the five full calendar years, or shorter period of employment, that immediately precede the year during which the Change of Control occurs. (b) Except as set forth below, in the event it shall be determined that If any payment or distribution by or for the account portion of the Employer to amounts paid to, or for the benefit value received by, Employee following a Change of the Executive Control (whether paid or payable or distributed or distributable received pursuant to the terms of this Agreement paragraph 4 or otherwise) would constitute an "excess parachute payment" within the meaning of Internal Revenue Code Sections 280G and 4999, but determined without regard then payments to any additional payments required Employee shall be limited to the extent necessary to ensure that no amount paid to Employee will constitute an "excess parachute payment" within the meaning of Internal Revenue Code Sections 280G and 4999. The maximum payable under this Section 4. (b) (a "Payment") would be subject is calculated without considering any other compensation payable to the excise tax imposed by Section 4999 Employee, including any benefits paid as a result of the Internal Revenue Code accelerated vesting of 1986, as amended (the "Code") or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest stock options and penalties, collectively, the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of the Excise Tax and all other taxes (including, without limitation, income taxes) that are imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this Section 4(b), if it shall be determined that the Executive is entitled to a Gross-Up Payment, but that the Executive, after taking into account the Payments and the Gross-Up Payment, would not receive a net after-tax benefit of at least $50,000 (taking into account both income taxes and any Excise Tax) as compared to the net after-tax proceeds to the Executive resulting from an elimination of the Gross-Up Payment and a reduction of the Payments, in the aggregate, to an amount (the "Reduced Amount") such that the receipt of Payments would not give rise to any Excise Tax, then no Gross-Up Payment shall be made to the Executive, the Payments, in the aggregate, made to the Executive shall not exceed the Reduced Amount, and the Executive shall have the right, in the Executive's sole discretion, to designate those payments or benefits that should be reduced or eliminated to satisfy such requirementrestricted stock grants. (c) For purposes of this Agreementsubparagraph 4(a), a "Change of Control" shall be deemed to have occurred if: (i) any "person" (as such term is used in sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act")), other than (i) a holding company to be formed in connections with the conversion of the Bank to the stock form of ownership; or (ii) a trustee or other fiduciary holding securities under an employee benefit plan maintained for the benefit of employees of the Bank, becomes the "beneficial owner" (as defined in Rule 13d-3 promulgated under the 1934 Act), directly or indirectly, of securities issued by the Bank representing 25% or more of the combined voting power of all of the Bank's then outstanding securities; or (ii) the individuals who on the date this Agreement is made are members of the Board, together with their successors as defined below, cease for any reason to constitute a majority of the members of the Board; or (iii) the shareholders of the Bank approve either: (A) a merger or consolidation of the Bank with any other corporation, other than a merger or consolidation following which both of the following conditions are satisfied; (I) either, (a) the members of the Board of the Bank immediately prior to such merger or consolidation constitute at least a majority of the members of the governing body of the institution resulting from such merger or consolidation; or (b) the shareholders of the Bank own securities of the institution resulting from such merger or consolidation representing seventy percent or more of the combined voting power of all such securities then outstanding in substantially the same proportions as their ownership of voting securities of the Bank before such merger or consolidation; and (II) the entity which results from such merger or consolidation expressly agrees in writing to assume and perform the Bank's obligations under this Agreement; or (B) a plan of complete liquidation of the Bank or an agreement for the sale or disposition by the Bank of all or substantially all of it's assets; and (iv) any event which would be described in sections (i), (ii) or (iii) if the term "Parent Corporation of the Bank" were substituted for the term "Bank" therein. Such event shall be deemed to be a Change in Control under the relevant provision of sections (i), (ii) or (iii). It is understood and agreed that more than one Change in Control may occur at the same or different times during the Employment Period and that the provisions of this Agreement shall apply with equal force and effect with respect to each such Change in Control. (d) For purposes of subparagraph 4(a), "Termination" shall mean:

Termination Following a Change of Control. (a) In Notwithstanding anything in this Section 6.5 to the event the Employer terminates the Executive's employmentcontrary, or the Executive terminates employment with Good Reason, in if this Agreement is terminated by either case party for any reason within six twelve months prior to, or 24 months after, of a Change of Control, (i) if such termination occurs during the Employer shallInitial Term, within 60 days of termination, then Craftmade will pay to the Executive a lump sum cash payment equal to 2.99 times the average annual compensation paid to the Executive by Employer and included in the Executive's gross income Salary for income tax purposes the remainder of such Initial Term plus two times the Executive's Salary, (ii) if such termination occurs during the five full calendar yearsFirst Additional Term, then Craftmade will pay the Executive's Salary for the remainder of such First Additional Term plus an amount equal to the Executive's Salary, or shorter (iii) if such termination occurs during the Second Additional Term, then Craftmade will pay the Executive's Salary for the remainder of such Second Additional Term. If the Executive's employment is terminated for other than Cause or the Executive is removed from office or position with Craftmade in either case following commencement by one or more representatives of Craftmade of discussions (authorized by the Board of Directors or the Chief Executive Officer of Craftmade) with a third party that ultimately results in the occurrence of an event described in subsections (a), (b), (c), (d), or (e) of the definition of "Change of Control" (subject to the final paragraph of such definition) and such termination or removal occurs within the period commencing on the date such discussions are authorized and ending on the date that is twelve months from the consummation of employmentsuch event, that immediately precede the year during which the regardless of whether such third party is a party to such occurrence, then such termination or removal shall be deemed to constitute a termination following a Change of Control occurs. (b) Except as set forth below, in the event it shall be determined that any payment or distribution by or for the account purposes of the Employer to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 4) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, collectively, the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of the Excise Tax and all other taxes (including, without limitation, income taxes) that are imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions first paragraph of this Section 4(b6.5(e), if it shall be determined that and, for the Executive is entitled to a Gross-Up Payment, but that the Executive, after taking into account the Payments and the Gross-Up Payment, would not receive a net after-tax benefit of at least $50,000 (taking into account both income taxes and any Excise Tax) as compared to the net after-tax proceeds to the Executive resulting from an elimination of the Gross-Up Payment and a reduction of the Payments, in the aggregate, to an amount (the "Reduced Amount") such that the receipt of Payments would not give rise to any Excise Tax, then no Gross-Up Payment shall be made to the Executive, the Payments, in the aggregate, made to the Executive shall not exceed the Reduced Amount, and the Executive shall have the right, in the Executive's sole discretion, to designate those payments or benefits that should be reduced or eliminated to satisfy such requirement. (c) For purposes of this Agreement, a "the date of the authorization of such discussions shall be deemed to be the date of the Change of Control" shall mean:Control of Craftmade.

Termination Following a Change of Control. (a) In the event the If Employee's employment by Employer terminates the Executive's employment, or the Executive terminates employment with Good Reason, shall cease for any reason other than "cause" (as defined in either case subparagraph 5(e)) within six months prior to, or 24 months after, following a Change of ControlControl that occurs during the Period of Employment, the Employer shall, within : (i) Within 60 days of termination, pay to the Executive a lump sum cash payment equal to Employee 2.99 times the average annual compensation paid to the Executive Employee by Employer and included in the ExecutiveEmployee's gross income for income tax purposes during the five full calendar taxable years, or shorter period of employment, that immediately precede the year during which the Change of Control occurs; (ii) Provide Employee with fringe benefits, or the cash equivalent of such benefits, identical to those described in paragraph 2 for a period of 24 months following Employee's termination of employment; and (iii) Treat as immediately vested and exercisable all forms of equity-based compensation, including unexpired stock options, previously granted to Employee pursuant to paragraph 3 that are not otherwise vested or exercisable or that have not been exercised. (b) Except as set forth below, in the event it shall be determined that If any payment or distribution by or for the account portion of the Employer to amounts paid to, or for the benefit value received by, Employee following a Change of the Executive Control (whether paid or payable or distributed or distributable received pursuant to the terms of this Agreement paragraph 6 or otherwise, but determined without regard to any additional payments required under this Section 4) (a constitutes an "Payment") would be subject to excess parachute payment" within the excise tax imposed by Section 4999 meaning of the Internal Revenue Code of 1986, as amended (the "Code") or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest Sections 280G and penalties, collectively, the "Excise Tax")4999, then the Executive Employer shall pay to Employee, within 90 days of Employee's termination of employment, such additional amount as necessary to ensure that Employee retains the same net amount, after payment of all excise taxes and additional income taxes, that Employee would have retained if Internal Revenue Code Sections 280G and 4999 did not apply. The amount of any payment required by this subparagraph (b) shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment calculated by the Executive of the Excise Tax Employer's independent auditors, assuming Employee is subject to federal, state and all other taxes (including, without limitation, income taxes) that are imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this Section 4(b), if it shall be determined that the Executive is entitled to a Gross-Up Payment, but that the Executive, after taking into account the Payments and the Gross-Up Payment, would not receive a net after-tax benefit of at least $50,000 (taking into account both local income taxes and any Excise Tax) as compared to at the net after-tax proceeds to the Executive resulting from an elimination of the Gross-Up Payment and a reduction of the Payments, in the aggregate, to an amount (the "Reduced Amount") such that the receipt of Payments would not give rise to any Excise Tax, then no Gross-Up Payment shall be made to the Executive, the Payments, in the aggregate, made to the Executive shall not exceed the Reduced Amount, and the Executive shall have the right, in the Executive's sole discretion, to designate those payments or benefits that should be reduced or eliminated to satisfy such requirementhighest marginal rate. (c) For purposes of this Agreementparagraph 6(a), a "Change of Control" shall meanbe deemed to have occurred if: (i) any "person," including a "group" as determined in accordance with the Section 13(d)(3) of the Securities Exchange Act of 1934 ("Exchange Act"), is or becomes the beneficial owner, directly or indirectly, of securities of Employer representing 30% or more of the combined voting power of Employer's then outstanding securities; (ii) as a result of, or in connection with, any tender offer or exchange offer, merger or other business combination (a "Transaction"), the persons who were directors of Employer before the Transaction shall cease to constitute a majority of the Board of Directors of Employer or any successor to Employer; (iii) Employer is merged or consolidated with another corporation and as a result of the merger or consolidation less than 70% of the outstanding voting securities of the surviving or resulting corporation shall then be owned in the aggregate by the former stockholders of Employer, other than (A) affiliates within the meaning of the Exchange Act, or (B) any party to the merger or consolidation; (iv) a tender offer or exchange offer is made and consummated for the ownership of securities of Employer representing 30% or more of the combined voting power of Employer's then outstanding voting securities; or (v) Employer transfers substantially all of its assets to another corporation which is not controlled by Employer. A Change of Control also shall be deemed to have occurred in the event of a material change in or reduction of Employee's duties under this Agreement without Employee's prior consent (including, but not limited to, a change in the primary location at which Employee's duties are to be performed).

Termination Following a Change of Control. (a) In the event the Employer terminates the Executive's employmentof a “Termination” (as defined in paragraph 5(d) below) of Employee’s employment in anticipation of, or the Executive terminates employment with Good Reason, in either case within six months prior to, or 24 months after, a Change of ControlControl (as defined in paragraph 5(c) below), the Employer shall, within : (i) Within 60 days of termination, pay to the Executive a lump sum cash payment equal to Employee 2.99 times the average annual compensation paid to the Executive Employee by Employer and included in the Executive's Employee’s gross income for income tax purposes during the five three full calendar years, or shorter period of employment, taxable years that immediately precede the year during which the Change of Control occurs; (ii) Provide Employee with fringe benefits, or the cash equivalent of such benefits, identical to those described in paragraph 2 for a period of 24 months following Employee’s termination of employment; and (iii) Treat as immediately vested and exercisable all forms of equity-based compensation, including unexpired stock options, previously granted to Employee that are not otherwise vested or exercisable or that have not been exercised. (b) Except as set forth below, in the event it shall be determined that If any payment or distribution by or for the account portion of the Employer to amounts paid to, or for the benefit value received by, Employee following a Change of the Executive Control (whether paid or payable or distributed or distributable received pursuant to the terms of this Agreement paragraph 5 or otherwise, but determined without regard to any additional payments required under this Section 4) (a "Payment") would be subject to constitutes an “excess parachute payment” within the excise tax imposed by Section 4999 meaning of the Internal Revenue Code Sections 280G and 4999, then payments to Employee pursuant to this Agreement shall be limited or modified to the extent necessary to eliminate the application of 1986, as amended Internal Revenue Code Sections 280G and 4999. The amount of any payment required by this subparagraph (the "Code"b) or any interest or penalties are incurred shall be calculated by the Executive with respect Employer’s independent auditors, assuming Employee is subject to such excise tax (such excise taxfederal, together with any such interest state and penalties, collectively, the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of the Excise Tax and all other taxes (including, without limitation, income taxes) that are imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this Section 4(b), if it shall be determined that the Executive is entitled to a Gross-Up Payment, but that the Executive, after taking into account the Payments and the Gross-Up Payment, would not receive a net after-tax benefit of at least $50,000 (taking into account both local income taxes and any Excise Tax) as compared to at the net after-tax proceeds to the Executive resulting from an elimination of the Gross-Up Payment and a reduction of the Payments, in the aggregate, to an amount (the "Reduced Amount") such that the receipt of Payments would not give rise to any Excise Tax, then no Gross-Up Payment shall be made to the Executive, the Payments, in the aggregate, made to the Executive shall not exceed the Reduced Amount, and the Executive shall have the right, in the Executive's sole discretion, to designate those payments or benefits that should be reduced or eliminated to satisfy such requirementhighest marginal rate. (c) For purposes of this Agreementparagraph 5(a), a "“Change of Control" ” shall be deemed to have occurred if: (i) any “person,” including a “group” as determined in accordance with the Section 13(d)(3) of the Securities Exchange Act of 1934 (“Exchange Act”), is or becomes the beneficial owner, directly or indirectly, of securities of Employer representing 30% or more of the combined voting power of Employer’s then outstanding securities; (ii) as a result of, or in connection with, any tender offer or exchange offer, merger or other business combination (a “Transaction”), the persons who were directors of Employer before the Transaction shall cease to constitute a majority of the Board of Directors of Employer or any successor to Employer; (iii) Employer is merged or consolidated with another corporation and as a result of the merger or consolidation less than 70% of the outstanding voting securities of the surviving or resulting corporation shall then be owned in the aggregate by the former stockholders of Employer, other than (A) affiliates within the meaning of the Exchange Act, or (B) any party to the merger or consolidation; (iv) a tender offer or exchange offer is made and consummated for the ownership of securities of Employer representing 30% or more of the combined voting power of Employer’s then outstanding voting securities; or (v) Employer transfers substantially all of its assets to another corporation which is not controlled by Employer. (d) For purposes of paragraph 5(a), “Termination” shall mean: (i) termination by the Employer (or successor entity) of the employment of Employee for any reason other than death, Disability (as defined in paragraph 4(c) or termination for “cause” (as defined in paragraph 4(d)), or (ii) resignation by the Employee for the following reasons: (A) a significant change in the nature or scope of the Employee’s authority from that prior to a Change of Control, (B) a reduction in the Employee’s total compensation (including all earned bonuses and benefits) from that prior to that Change in Control, or (C) a change in the general location where the Employee is required to perform services from that prior to a Change of Control.

Termination Following a Change of Control. (a) In the event the Employer terminates the of a “Termination” (as defined in paragraph 4(d) below) of Executive's employment’s employment in anticipation of, or the Executive terminates employment with Good Reason, in either case within six months prior to, or 24 months after, a Change of ControlControl (as defined in paragraph 4(c) below), the Employer shall, within 60 : (i) Within seven (7) business days of after termination, pay to the Executive a lump sum cash payment equal to 2.99 two (2) times the average annual compensation paid to the Executive by Employer and included in the Executive's ’s gross income for income tax purposes during for the five three (3) full calendar years, or shorter period of employment, taxable years that immediately precede the year during which the Change of Control occursoccurs (adjusted to include bonuses paid, rather than accrued, in respect of such years); (ii) Provide Executive with his rights, if any, to receive continued health care benefits under COBRA, and pay Executive, within seven (7) business days after termination of employment, a lump sum amount equal to two (2) times the Company’s annual cost of providing health, life and long-term disability insurance coverages and other fringe benefits provided to Executive immediately prior to such termination; and (iii) Treat as immediately vested and exercisable all forms of equity-based compensation, including unexpired stock options and unvested restricted stock previously granted to Executive that are not otherwise vested or exercisable or that have not been exercised. (b) Except as set forth below, in the event it shall be determined that If any payment or distribution by or for the account portion of the Employer to amounts paid to, or for the benefit value received by, Executive following a Change of the Executive Control (whether paid or payable or distributed or distributable received pursuant to the terms of this Agreement paragraph 4 or otherwise, but determined without regard to any additional payments required under this Section 4) (a "Payment") would be subject to constitutes an “excess parachute payment” within the excise tax imposed by Section 4999 meaning of the Internal Revenue Code of 1986, as amended (the "Code") or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest Sections 280G and penalties, collectively, the "Excise Tax")4999, then the lump sum cash payments to Executive pursuant to this Agreement shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of the Excise Tax and all other taxes (including, without limitation, income taxes) that are imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal reduced to the Excise Tax imposed upon extent necessary to eliminate the Payments. Notwithstanding the foregoing provisions application of this Section 4(b), if it shall be determined that the Executive is entitled to a Gross-Up Payment, but that the Executive, after taking into account the Payments Internal Revenue Code Sections 280G and the Gross-Up Payment, would not receive a net after-tax benefit of at least $50,000 (taking into account both income taxes and any Excise Tax) as compared to the net after-tax proceeds to the Executive resulting from an elimination of the Gross-Up Payment and a reduction of the Payments, in the aggregate, to an amount (the "Reduced Amount") such that the receipt of Payments would not give rise to any Excise Tax, then no Gross-Up Payment shall be made to the Executive, the Payments, in the aggregate, made to the Executive shall not exceed the Reduced Amount, and the Executive shall have the right, in the Executive's sole discretion, to designate those payments or benefits that should be reduced or eliminated to satisfy such requirement4999. (c) For purposes of this Agreementparagraph 4(a), a "“Change of Control" ” shall be deemed to have occurred if: (i) any “person,” including a “group” as determined in accordance with the Section 13(d)(3) of the Securities Exchange Act of 1934 (“Exchange Act”), is or becomes the beneficial owner, directly or indirectly, of securities of Employer representing 30% or more of the combined voting power of Employer’s then outstanding securities; (ii) as a result of, or in connection with, any proxy contest, tender offer or exchange offer, merger or other business combination (a “Transaction”), the persons who were directors of Employer before the Transaction shall cease to constitute a majority of the Board of Directors of Employer or any successor to Employer; (iii) Employer is merged or consolidated with another corporation and as a result of the merger or consolidation less than 70% of the outstanding voting securities of the surviving or resulting corporation shall then be owned in the aggregate by the former stockholders of Employer, other than (A) affiliates within the meaning of the Exchange Act, or (B) any party to the merger or consolidation; (iv) a tender offer or exchange offer is made and consummated for the ownership of securities of Employer representing 30% or more of the combined voting power of Employer’s then outstanding voting securities; or (v) Employer transfers substantially all of its assets to another corporation which is not controlled by Employer. (d) For purposes of paragraph 4(a), “Termination” shall mean: (i) termination by the Employer (or successor entity) of the employment of Executive for any reason other than death, Disability (as defined in paragraph 4(c) or termination for “Cause” (as defined in paragraph 4(d)), or (ii) subject to Section 4(e), resignation by the Executive for the following reasons: (A) a significant change in the nature or scope of the Executive’s duties or authority from that prior to a Change of Control or the Executive’s having to report directly to anyone other than chief executive officer of Employer’s ultimate parent, (B) a reduction in the Executive’s total compensation (including accrued bonus or benefits) from that prior to a Change of Control that is not consistent with the provisions of subparagraph 2(b) hereof, (C) a material breach of this Agreement by the Employer that is not or cannot be cured within thirty (30) days of the Executive giving notice of the breach or (D) a change in the general location where the Executive is required to perform services from that prior to a Change of Control which shall include requiring Executive to relocate more than fifty (50) miles from Syracuse, New York. (e) In the event that Executive elects to resign in accordance with Section 4(d)(ii), Executive shall deliver written notice thereof to Employer’s chief executive officer and the chief executive officer of Employer’s ultimate parent at least ninety (90) days in advance of the effective date of Executive’s resignation.

Termination Following a Change of Control. (a) In the event the Employer terminates the Executive's employment, or the Executive terminates If such termination of employment with Good Reason, in either case within six months prior to, or 24 months after, occurs following a Change of Control, the Employer shallAccrued Rights, within 60 days but without further payments or benefits hereunder, however, Executive shall be entitled (albeit without duplication of terminationamounts payable in respect of the Accrued Rights) to be covered by the Company’s Change of Control Severance Pay Plan, pay to the Executive a lump sum cash payment equal to 2.99 times the average annual compensation paid to the Executive by Employer and included substantially in the Executive's gross income for income tax purposes during form of Exhibit B (the five full calendar years“Change of Control Severance Plan”), or shorter period provided however that (a) Executive shall not be entitled to receive, and hereby waives any and all rights to receive, any Gross Up Payments as defined in Section 7(a) of employment, that immediately precede the year during which the Change of Control occurs. Severance Plan, and (b) Except if any Payment (as set forth below, defined in the event it shall be determined that any payment or distribution by or for the account Section 7(a) of the Employer to or for the benefit Change of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwiseControl Severance Plan) would, but determined without regard to any additional payments required under for this Section 4) (a "Payment") would paragraph, be subject to the excise tax imposed by Excise Tax (as defined in Section 4999 7(a) of the Internal Revenue Code Change of 1986, as amended (the "Code") or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, collectively, the "Excise Tax"Control Severance Plan), then the Executive Company shall cause to be determined, before any amounts of the Payment are paid to Executive, which of the following two alternative forms of payment shall be entitled paid to receive an additional Executive: (A) payment in full of the entire amount of the Payment (a "Gross-Up “Full Payment"”), or (B) in an amount such payment of only a part of the Payment so that after Executive receives the largest payment by possible without the Executive full imposition of the Excise Tax and all other taxes (including, without limitation, income taxes) that are imposed upon the Gross-Up a “Reduced Payment, the Executive retains an amount of the Gross-Up ”). A Full Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this Section 4(b), if it shall be determined made in the event that the amount received by Executive is entitled to a Gross-Up Payment, but that the Executive, after taking into account the Payments and the Gross-Up Payment, would not receive on a net after-tax benefit of at least $50,000 (taking into account both income taxes and any Excise Tax) as compared to the basis is greater than what would be received by Executive on a net after-tax proceeds to basis if the Executive resulting from an elimination of the Gross-Up Reduced Payment and were made, otherwise a reduction of the Payments, in the aggregate, to an amount (the "Reduced Amount") such that the receipt of Payments would not give rise to any Excise Tax, then no Gross-Up Payment shall be made made. If a Reduced Payment is made, (i) the Payment shall be paid only to the Executive, the Payments, in the aggregate, made to the Executive shall not exceed extent permitted under the Reduced AmountPayment alternative, and the Executive shall have no rights to any additional payments and/or benefits constituting the rightPayment, and (ii) reduction in payments and/or benefits shall occur in the following order: (A) reduction of cash payments; (B) cancellation of accelerated vesting of equity awards other than stock options; (C) cancellation of accelerated vesting of stock options; and (D) reduction of other benefits paid to Executive's sole discretion. In the event that acceleration of compensation from Executive’s equity awards is to be reduced, to designate those payments or benefits that should such acceleration of vesting shall be reduced or eliminated to satisfy such requirement. canceled in the reverse order of the date of grant. The Accounting Firm (cas defined in Section 7(b) For purposes of this Agreement, a "the Change of Control" Control Severance Plan) shall mean:make all determinations required to be made under this Section 7(c)(iii)(B). The Company shall bear all expenses with respect to the determinations by such Accounting Firm required to be made hereunder. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Termination Following a Change of Control. In the event that a Change of Control of the Company occurs and during the period beginning on the closing date of the transaction giving rise to such Change of Control and ending 12 months after such closing date, the Executive’s employment with the Company (or the successor entity in such Change of Control transaction) is either (a) In terminated by the event the Employer terminates the Executive's employment, Company (or the Executive terminates employment with Good Reason, in either case within six months prior to, its successor entity) without Cause or 24 months after, a Change of Control, the Employer shall, within 60 days of termination, pay to the Executive a lump sum cash payment equal to 2.99 times the average annual compensation paid to the Executive by Employer and included in the Executive's gross income for income tax purposes during the five full calendar years, or shorter period of employment, that immediately precede the year during which the Change of Control occurs. (b) Except is Constructively Terminated, then: (i) One hundred percent (100%) of all unvested Stock Rights as set forth below, in of such date shall become fully vested on the event it shall be determined that any payment or distribution by or for the account date of the Employer such termination; and (ii) The Company will continue to or for the benefit of pay the Executive (whether paid or payable or distributed or distributable pursuant at a rate equal to the terms Executive’s then-current annual base salary for a period of this Agreement 12 months (the “Continuation Period”), which payments will be made in accordance with the Company’s standard payroll procedures on the Company’s regularly scheduled payroll dates, commencing with the first regularly scheduled payroll date that occurs on or otherwise, but determined without regard to any additional payments required under this after the termination. For purposes of Section 4) (a "Payment") would be subject to the excise tax imposed by Section 4999 409A of the Internal Revenue Code of 1986, as amended (the "“Code"”), each payment that is made pursuant to this section (ii) is hereby designated as a separate payment. The amount paid under this section (ii) in connection with Executive’s separation is intended to be exempt from Code Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) and any ambiguities herein shall be interpreted for such amount to so be exempt. To the extent the severance payment under this section (ii) is exempt from the requirements of Section 409A, it will in any event be paid no later than the last day of the Executive’s 2nd taxable year following the taxable year in which the Executive’s separation has occurred; provided that, to the extent that such and any other payment paid to the Executive in connection with Executive’s separation does not qualify or otherwise exceeds the limit set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A) or any interest similar limit promulgated by Treasury or penalties are incurred the IRS, the portion of the payment that does not qualify or otherwise exceeds such limit, as determined by the Executive with respect to such excise Company in its sole discretion, shall be paid by no later than the 15th day of the 3rd month following the end of the Executive’s first tax (such excise taxyear in which the Executive’s separation occurs, together with any such interest and penaltiesor, collectivelyif later, the "Excise Tax"15th day of the 3rd month following the end of the Company’s first tax year in which the Executive’s separation occurs, as provided in Treasury Regulation Section 1.409A-1(b)(4). Notwithstanding the foregoing, then if the Executive shall be entitled to receive an additional payment is, at the time of his or her separation, a “specified employee,” as defined in Treasury Regulation Section 1.409A-1(i) (a "Gross-Up Payment") in an amount such that after payment by the Executive of the Excise Tax and all other taxes (including, without limitation, income taxes) that are imposed upon the Gross-Up Paymenti.e., the Executive retains an amount is a “key employee” of a publicly traded company), and if any payment set forth herein does not qualify for any reason to be exempt from Code Section 409A, the payment will be delayed to the extent required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i). Any payments that are delayed pursuant to the foregoing shall be paid in a single lump sum payment on the first payment date that is permitted under Code Section 409A(a)(2)(B)(i) (i.e., the date that is 6 months after the Executive’s separation or the date of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this Section 4(bExecutive’s death), if it shall be determined that the Executive is entitled to a Gross-Up Payment, but that the Executive, after taking into account the Payments and the Gross-Up Payment, would not receive a net after-tax benefit of at least $50,000 (taking into account both income taxes and any Excise Tax) remaining payments due under the Agreement will be paid as compared to the net after-tax proceeds to the Executive resulting from an elimination of the Gross-Up Payment and a reduction of the Payments, in the aggregate, to an amount (the "Reduced Amount") such that the receipt of Payments would not give rise to any Excise Tax, then no Gross-Up Payment shall be made to the Executive, the Payments, in the aggregate, made to the Executive shall not exceed the Reduced Amount, and the Executive shall have the right, in the Executive's sole discretion, to designate those payments or benefits that should be reduced or eliminated to satisfy such requirementotherwise provided herein. (c) For purposes of this Agreement, a "Change of Control" shall mean:

Termination Following a Change of Control. (a) In the event the Employer terminates the Executive's employment, or the Executive terminates employment with Good Reason, in either case within six months prior to, or 24 months after, there is a Termination Following a Change of Control, the Employer shall, within 60 days of termination, pay this Agreement shall terminate and Executive shall be entitled to the Executive following severance benefits: (1) For a lump sum cash payment equal to 2.99 times period of twelve (12) months after the average annual compensation paid Termination Date (the "Compensation Period"), Base Salary at the rate in effect immediately prior to the Termination Event, payable monthly, in arrears. In addition, the Company shall remain obligated to maintain and keep all benefits set forth in paragraphs 5(e) and (g) available to Executive by Employer at the Company's expense for a period of one (1) year after the Termination Date. Moreover, Executive shall receive at no additional cost, the automobile and included the certificate of title to the automobile referenced in the Executive's gross income for income tax purposes during the five full calendar yearsparagraph 5(c) free of any lien, claim, or shorter period of employment, that immediately precede the year during which the Change of Control occursencumbrance. (b2) Except as set forth belowAny stock options which Executive has received shall vest immediately, in the event it and all options required to be granted pursuant to Paragraph 5(i) which have not been so granted, shall be determined that any payment or distribution by or for granted and shall vest immediately and the account xxxxx xxxxx shall be the lowest price of the Employer to or for Company's common stock during the benefit of the Executive (whether paid or payable or distributed or distributable pursuant 120 days prior to the terms announcement of this Agreement or otherwise, but determined without regard to such Change in Control. (3) If Executive receives any additional payments required under this Section 4) (a "Payment") would be hereunder which are subject to the an excise tax imposed by under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") amended, or any interest similar tax imposed under federal, state, or penalties are incurred by the Executive with respect to such excise tax local law (such excise tax, together with any such interest and penalties, collectively, the "Excise TaxTaxes"), the Company shall pay Executive (on or before the date which Executive is required to pay such Excise Taxes), 1) an additional amount equal to all Excise Taxes then due and payable, and 2) the amount necessary to defray Executive's increased (federal, state, and local) income tax liability arising due to such payments and any costs and expenses, including penalties and interest incurred by Executive in connection with any audit, proceedings, etc. related to the payment of such Excise Taxes. For purposes of calculating the amount payable to Executive under this Paragraph, the federal and state income tax rates used shall be the highest marginal federal and state rates applicable to ordinary income in Executive's state of residence, taking into account any federal income tax deductions or credits available to Executive for state income taxes. The Company shall cause its independent auditors to calculate such amount and provide Executive a copy of such calculation at least ten (10) days prior to the date specified above for payment of such amount. (4) All accrued compensation and unreimbursed expenses through the Termination Date. Such amounts shall be paid to Executive in a lump sum in cash within thirty (30) days after the Termination Date along with the certificate of title referenced in paragraph 6(b)(1) above. (5) Executive, in addition to all other amounts, payments or benefits provided hereunder, and in consideration of Executive's agreement under Section 9 below, shall receive a lump sum payment in the amount of seven hundred fifty thousand dollars ($750,000), to be paid within five (5) days following such Termination. (6) Executive shall be entitled free to receive an additional payment (a "Gross-Up Payment") accept other employment during the Compensation Period, and there shall be no offset of any employment compensation earned by Executive in an amount such other employment during the Compensation Period against payments due to Executive hereunder, and there shall be no offset of any compensation received from such other employment against the Base Salary set forth above; provided, however, that after payment by the such compensation may terminate if Executive violate any of the Excise Tax and all other taxes (including, without limitation, income taxes) that are imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this Section 4(b), if it shall be determined that the Executive is entitled to a Gross-Up Payment, but that the Executive, after taking into account the Payments and the Gross-Up Payment, would not receive a net after-tax benefit of at least $50,000 (taking into account both income taxes and any Excise Tax) as compared to the net after-tax proceeds to the Executive resulting from an elimination of the Gross-Up Payment and a reduction of the Payments, in the aggregate, to an amount (the "Reduced Amount") such that the receipt of Payments would not give rise to any Excise Tax, then no Gross-Up Payment shall be made to the Executive, the Payments, in the aggregate, made to the Executive shall not exceed the Reduced Amount, and the Executive shall have the right, in the Executive's sole discretion, to designate those payments or benefits that should be reduced or eliminated to satisfy such requirement9 below. (c) For purposes of this Agreement, a "Change of Control" shall mean:

Termination Following a Change of Control. (a) In the event the Employer terminates the Executive's employment, or the Executive terminates employment with Good Reason, in either case within six months prior to, or 24 months after, that there occurs a Change of Control, as defined in Section 13(b) below, and during the Employer shall, within 60 days period commencing on the day immediately following the occurrence of termination, pay to a Change of Control and ending twenty-four (24) months thereafter the Company terminates the Executive’s employment hereunder other than for Cause in accordance with Section 5(d) or the Executive terminates her employment hereunder for Good Reason in accordance with Section 5(e) and provided that the Executive satisfies in full all of the conditions set forth in Section 5(h) hereof, then, in addition to Final Compensation, the Executive, in lieu of any payment for which He would have been eligible under Section 5(d) or Section 5(e) hereof, will be eligible for (A) a single lump sum cash payment equal to 2.99 times twelve (12) months of Base Salary, without offset for other earnings; (B) a Final Pro-Rated Bonus for the average annual compensation fiscal year in which the Date of Termination occurs, payable at the time bonuses are paid generally; (C) health and dental plan premium payments (or, as applicable, reimbursements) on the same terms and conditions applicable in the event of a termination other than for Cause or for Good Reason prior to a Change of Control; and (D) Office Stipend subject to the Executive by Employer following conditions Conditions:. The Executive’s eligibility to receive and included retain any “Post-Employment Compensation” (meaning any and all compensation, of any kind, provided in accordance with the Executive's gross income for income tax purposes during the five full calendar years, applicable provision of Section 5 of this Agreement in connection with or shorter period following termination of employment, that immediately precede exclusive of Final Compensation) is subject to full satisfaction of all of the year during which following as well as (A) the Change covenant of Control occurs. (b) Except as confidentiality set forth in Section 7 below and (B) the assignment of rights to Intellectual Property (as hereafter defined) set forth in Section 8 below, in but with the event it shall be determined that any payment or distribution by or for the account express understanding and agreement of the Employer to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 4) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, collectively, the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of the Excise Tax and all other taxes (including, without limitation, income taxes) that are imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this Section 4(b), if it shall be determined parties that the Executive is entitled free to a Gross-Up Paymentelect not to comply with clause (i) below and is free not to forbear from competition or solicitation as set forth in clauses (ii), (iii) and (iv) immediately below, but that the Executive, after taking into account the Payments her right to any Post-Employment Compensation under this Agreement is expressly conditioned on compliance with said clause (i) and the Grossforbearance required under all of said clauses (ii), (iii) and (iv), as well as her full satisfaction of her obligations under the covenant of confidentiality and assignment of rights to Intellectual Property (which obligations are not optional and shall survive any termination, howsoever occurring). The conditions to receipt of Post-Up PaymentEmployment Compensation are as follows: (i) The Executive’s execution and return, would to the person designated by the Company to receive notices on its behalf in accordance with Section 18 hereof, of a timely and effective release of claims in the form attached hereto and marked Exhibit A (“Release of Claims”), within the time period specified therein. The Release of Claims creates legally binding obligations and the Company therefore advises the Executive to consult an attorney before signing it. Notwithstanding any other provision of this Agreement, (A) the Company shall not receive be required to make any payment of Post-Employment Compensation unless and until a net afterRelease of Claims has been executed by such holder and delivered to the Company, and the Release of Claims has become irrevocable, all within sixty (60) days following the Date of Termination; and (B) without limiting the generality of the foregoing, the Company shall not be or become obligated to make any such payment unless a Release of Claims is so executed and delivered and the Release of Claims has become irrevocable before the expiration of such 60-tax benefit day period. The foregoing provisions relating to a Release of at least $50,000 (taking into account both income taxes Claims and any Excise Taxother provisions herein relating to a Release of Claims are not in limitation of any claims provisions contained in the LLC Agreement and the provisions of the LLC Agreement relating to releases shall apply in accordance with their terms. (ii) as compared to the net after-tax proceeds to Forbearance by the Executive resulting for twelve (12) months following the Date of Termination from an elimination competition with the business of the GrossCompany and its Immediate Affiliates anywhere in the world where the Company or any of those Immediate Affiliates is doing business, whether as owner, partner, investor, consultant, agent, employee, co-Up Payment and a reduction venturer or otherwise. Specifically, but without limiting the foregoing, in order to satisfy this condition, the Executive must forbear from engaging in any activity that is competitive, or is in preparation to engage in competition, with the business of the PaymentsCompany and its Immediate Affiliates and further the Executive must forbear from working or providing services, in the aggregateany capacity, to whether as an amount (the "Reduced Amount") such that the receipt of Payments would not give rise employee, independent contractor or otherwise, whether with or without compensation, for or to any Excise Taxperson or entity engaged in the business of the Company and its Immediate Affiliates. The business of the Company and its Affiliates is sporting hard goods. For illustrative purposes only, then no Gross-Up Payment competitors of the Company and its Immediate Affiliates on the date of this Agreement include Amer Sports Corporation and Jarden Corporation and their respective subsidiaries. The foregoing condition, however, shall not fail to be made met solely due to the Executive, ’s passive ownership of less than 3% of the Payments, in the aggregate, made to the Executive shall not exceed the Reduced Amount, and the Executive shall have the right, in the Executive's sole discretion, to designate those payments or benefits that should be reduced or eliminated to satisfy such requirementequity securities of any publicly traded company. (ciii) Forbearance by the Executive for twelve (12) months following the Date of Termination from any direct or indirect solicitation or encouragement of any of the Customers of the Company or any of its Immediate Affiliates to terminate or diminish their relationship with the Company or any of its Immediate Affiliates and from any direct or indirect solicitation or encouragement of any of the Customers or Prospective Customers of the Company or any of its Immediate Affiliates to conduct with herself or any other Person (as defined in Section 13 hereof) any business or activity which such Customer or Prospective Customer conducts or could conduct with the Company or any of its Immediate Affiliates. For purposes of this AgreementSection 5(h), a "Change Customer is a person or entity which was such at any time during the eighteen (18) months prior to the Date of Control" shall mean:Termination and a Potential Customer is a Person contacted by the Company or any of its Immediate Affiliates to become such at any time within eighteen (18) months prior to the Date of Termination other than by general advertisement, provided, in each case that the Executive had contact with such Customer or Potential Customer through her employment or her other associations with the Company or any of its Immediate Affiliates or had access to Confidential Information that would assist in her solicitation of such Customer or Potential Customer in competition with the Company or any of its Immediate Affiliates. (iv) Forbearance by the Executive for twelve (12)months following the Date of Termination from directly or indirectly hiring or otherwise engaging the services of any employee, independent contractor or other agent providing services to the Company or any of its Immediate Affiliates and from soliciting any such employee, independent contractor or agent to terminate or diminish his/her/its relationship with the Company or any of its Immediate Affiliates. For purposes of this Section 5(h), an employee, independent contractor or agent means any Person who was performing services for the Company or any of its Immediate Affiliates in such capacity at any time during the twelve (12) months immediately preceding the Date of Termination.

Termination Following a Change of Control. (a) In the event the Employer terminates the Executiveof a "Termination" (as defined in subparagraph 5(d) below) of Employee's employment, or the Executive terminates employment with Good Reason, in either case within six months prior to, or 24 months after, after a Change of ControlControl (as defined in subparagraph 5(c) below), the Employer shall, within 60 days of termination, pay to the Executive a lump sum cash payment equal to Employee 2.99 times the average annual compensation paid to the Executive Employee by Employer and included in the ExecutiveEmployee's gross income for income tax purposes during the five full calendar taxable years, or shorter period of employment, that immediately precede the year during which the Change of Control occurs. The parties also agree to discuss a stock option plan, where the form of the Change of Control makes it appropriate to do so. (b) Except as set forth below, in the event it shall be determined that If any payment or distribution by or for the account portion of the Employer to amounts paid to, or for the benefit value received by, Employee following a Change of the Executive Control (whether paid or payable or distributed or distributable received pursuant to the terms of this Agreement paragraph 5 or otherwise, but determined without regard to any additional payments required under this Section 4) (a "Payment") would be subject to constitute an "excess parachute payment" within the excise tax imposed by Section 4999 meaning of the Internal Revenue Code of 1986, as amended (the "Code") or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest Sections 280G and penalties, collectively, the "Excise Tax")4999, then the Executive payments to Employee shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of the Excise Tax and all other taxes (including, without limitation, income taxes) that are imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal limited to the Excise Tax imposed upon extent necessary to ensure that no amount paid to Employee will constitute an "excess parachute payment" within the Payments. Notwithstanding the foregoing provisions meaning of this Section 4(b), if it shall be determined that the Executive is entitled to a Gross-Up Payment, but that the Executive, after taking into account the Payments Internal Revenue Code Sections 280G and the Gross-Up Payment, would not receive a net after-tax benefit of at least $50,000 (taking into account both income taxes and any Excise Tax) as compared to the net after-tax proceeds to the Executive resulting from an elimination of the Gross-Up Payment and a reduction of the Payments, in the aggregate, to an amount (the "Reduced Amount") such that the receipt of Payments would not give rise to any Excise Tax, then no Gross-Up Payment shall be made to the Executive, the Payments, in the aggregate, made to the Executive shall not exceed the Reduced Amount, and the Executive shall have the right, in the Executive's sole discretion, to designate those payments or benefits that should be reduced or eliminated to satisfy such requirement4999. (c) For purposes of this Agreementsubparagraph 5(a), a "Change of Control" shall be deemed to have occurred if: (i) as a result of, or in connection with, any exchange offer, merger or other business combination (a "Transaction"), the persons who were Trustees of Employer before the Transaction shall cease to constitute a majority of the Board of Trustees of Employer or any successor to Employer; (ii) Employer is merged or consolidated with another entity and as a result of the merger or consolidation less than 70% of the outstanding voting rights of the surviving or resulting entity shall then be held in the aggregate by the former depositors of Employer, other than (A) affiliates of Employer, or (B) any party to the merger or consolidation; or (iii) Employer transfers substantially all of its assets to another entity which is not controlled by Employer. (d) For purposes of subparagraph 5(a), "Termination" shall mean:

Termination Following a Change of Control. (a) In the event the Employer terminates the Executive's employment, or the Executive terminates employment with Good Reason, in either case within six months prior to, or 24 months after, that there occurs a Change of Control, as defined in Section 13(b) below, and during the Employer shall, within 60 days period commencing on the day immediately following the occurrence of termination, pay to a Change of Control and ending twenty-four (24) months thereafter the Company terminates the Executive’s employment hereunder other than for Cause in accordance with Section 5(d) or the Executive terminates her employment hereunder for Good Reason in accordance with Section 5(e) and provided that the Executive satisfies in full all of the conditions set forth in Section 5(h) hereof, then, in addition to Final Compensation, the Executive, in lieu of any payment for which He would have been eligible under Section 5(d) or Section 5(e) hereof, will be eligible for (A) a single lump sum cash payment equal to 2.99 times Eighteen months of Base Salary, without offset for other earnings; (B) a Final Pro-Rated Bonus for the average annual compensation fiscal year in which the Date of Termination occurs, payable at the time bonuses are paid generally; (C) health and dental plan premium payments (or, as applicable, reimbursements) on the same terms and conditions applicable in the event of a termination other than for Cause or for Good Reason prior to a Change of Control; and (D) Office Stipend subject to the Executive by Employer following conditions Conditions:. The Executive’s eligibility to receive and included retain any “Post-Employment Compensation” (meaning any and all compensation, of any kind, provided in accordance with the Executive's gross income for income tax purposes during the five full calendar years, applicable provision of Section 5 of this Agreement in connection with or shorter period following termination of employment, that immediately precede exclusive of Final Compensation) is subject to full satisfaction of all of the year during which following as well as (A) the Change covenant of Control occurs. (b) Except as confidentiality set forth in Section 7 below and (B) the assignment of rights to Intellectual Property (as hereafter defined) set forth in Section 8 below, in but with the event it shall be determined that any payment or distribution by or for the account express understanding and agreement of the Employer to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 4) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, collectively, the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of the Excise Tax and all other taxes (including, without limitation, income taxes) that are imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this Section 4(b), if it shall be determined parties that the Executive is entitled free to a Gross-Up Paymentelect not to comply with clause (i) below and is free not to forbear from competition or solicitation as set forth in clauses (ii), (iii) and (iv) immediately below, but that the Executive, after taking into account the Payments her right to any Post-Employment Compensation under this Agreement is expressly conditioned on compliance with said clause (i) and the Grossforbearance required under all of said clauses (ii), (iii) and (iv), as well as her full satisfaction of her obligations under the covenant of confidentiality and assignment of rights to Intellectual Property (which obligations are not optional and shall survive any termination, howsoever occurring). The conditions to receipt of Post-Up PaymentEmployment Compensation are as follows: (i) The Executive’s execution and return, would to the person designated by the Company to receive notices on its behalf in accordance with Section 18 hereof, of a timely and effective release of claims in the form attached hereto and marked Exhibit A (“Release of Claims”), within the time period specified therein. The Release of Claims creates legally binding obligations and the Company therefore advises the Executive to consult an attorney before signing it. Notwithstanding any other provision of this Agreement, (A) the Company shall not receive be required to make any payment of Post-Employment Compensation unless and until a net afterRelease of Claims has been executed by such holder and delivered to the Company, and the Release of Claims has become irrevocable, all within sixty (60) days following the Date of Termination; and (B) without limiting the generality of the foregoing, the Company shall not be or become obligated to make any such payment unless a Release of Claims is so executed and delivered and the Release of Claims has become irrevocable before the expiration of such 60-tax benefit day period. The foregoing provisions relating to a Release of at least $50,000 (taking into account both income taxes Claims and any Excise Taxother provisions herein relating to a Release of Claims are not in limitation of any claims provisions contained in the LLC Agreement and the provisions of the LLC Agreement relating to releases shall apply in accordance with their terms. (ii) as compared to the net after-tax proceeds to Forbearance by the Executive resulting for Eighteen (18) months following the Date of Termination from an elimination competition with the business of the GrossCompany and its Immediate Affiliates anywhere in the world where the Company or any of those Immediate Affiliates is doing business, whether as owner, partner, investor, consultant, agent, employee, co-Up Payment and a reduction venturer or otherwise. Specifically, but without limiting the foregoing, in order to satisfy this condition, the Executive must forbear from engaging in any activity that is competitive, or is in preparation to engage in competition, with the business of the PaymentsCompany and its Immediate Affiliates and further the Executive must forbear from working or providing services, in the aggregateany capacity, to whether as an amount (the "Reduced Amount") such that the receipt of Payments would not give rise employee, independent contractor or otherwise, whether with or without compensation, for or to any Excise Taxperson or entity engaged in the business of the Company and its Immediate Affiliates. The business of the Company and its Affiliates is sporting hard goods. For illustrative purposes only, then no Gross-Up Payment competitors of the Company and its Immediate Affiliates on the date of this Agreement include Amer Sports Corporation and Jarden Corporation and their respective subsidiaries. The foregoing condition, however, shall not fail to be made met solely due to the Executive, ’s passive ownership of less than 3% of the Payments, in the aggregate, made to the Executive shall not exceed the Reduced Amount, and the Executive shall have the right, in the Executive's sole discretion, to designate those payments or benefits that should be reduced or eliminated to satisfy such requirementequity securities of any publicly traded company. (ciii) Forbearance by the Executive for Eighteen (18) months following the Date of Termination from any direct or indirect solicitation or encouragement of any of the Customers of the Company or any of its Immediate Affiliates to terminate or diminish their relationship with the Company or any of its Immediate Affiliates and from any direct or indirect solicitation or encouragement of any of the Customers or Prospective Customers of the Company or any of its Immediate Affiliates to conduct with herself or any other Person (as defined in Section 13 hereof) any business or activity which such Customer or Prospective Customer conducts or could conduct with the Company or any of its Immediate Affiliates. For purposes of this AgreementSection 5(h), a "Change Customer is a person or entity which was such at any time during the eighteen (18) months prior to the Date of Control" shall mean:Termination and a Potential Customer is a Person contacted by the Company or any of its Immediate Affiliates to become such at any time within eighteen (18) months prior to the Date of Termination other than by general advertisement, provided, in each case that the Executive had contact with such Customer or Potential Customer through her employment or her other associations with the Company or any of its Immediate Affiliates or had access to Confidential Information that would assist in her solicitation of such Customer or Potential Customer in competition with the Company or any of its Immediate Affiliates. (iv) Forbearance by the Executive for Eighteen (18) months following the Date of Termination from directly or indirectly hiring or otherwise engaging the services of any employee, independent contractor or other agent providing services to the Company or any of its Immediate Affiliates and from soliciting any such employee, independent contractor or agent to terminate or diminish his/her/its relationship with the Company or any of its Immediate Affiliates. For purposes of this Section 5(h), an employee, independent contractor or agent means any Person who was performing services for the Company or any of its Immediate Affiliates in such capacity at any time during the twelve (12) months immediately preceding the Date of Termination.

Termination Following a Change of Control. (a) In Notwithstanding anything in this Section 7 to the event contrary, if Executive’s employment hereunder is involuntarily terminated by the Employer terminates the Executive's employmentCompany Without Cause, or the Executive terminates his employment hereunder with Good Reason, Reason in either case accordance with Section 7(d) within six 12 months prior to, or 24 months after, following a Change of Control, or if Executive’s employment hereunder is involuntarily terminated by the Employer shall, within 60 days of termination, pay Company prior to the date on which the Change in Control occurs, and if it is reasonably demonstrated by Executive that such termination of employment (x) was at the request of a lump third party who has taken steps reasonably calculated to effect a Change in Control or (y) otherwise arose in connection with or anticipation of a Change in Control, then Executive shall receive, in complete satisfaction of all payments (including severance) due under this Agreement, (i) a lump-sum cash payment equal to 2.99 times the average annual compensation paid to the Executive by Employer 24 months of Base Salary and included in the (ii) payment of Executive's gross income ’s actual bonus earned for income tax purposes during the five full calendar years, or shorter period of employment, that immediately precede the year during of termination as determined in accordance with the Company’s annual incentive plan and customary practices as if Executive had remained employed hereunder for the full year in which Executive’s employment terminates and thereafter until the bonus is actually determined and paid. The payment referred to in subclause (i) of this Section 7(f) shall be paid (without duplication of payments previously made in respect of Base Salary under Section 7(e)(i) above, and subject to Sections 7(m), 7(n) and 12(s)(ii) below) on the first payroll date following (but not more than one month after or, if earlier, March 15th of the year following the year in which occurs) the later of (x) the 60th day after the Termination Date and (y) the occurrence of the Change in Control. The payment referred to in subclause (ii) of Control this Section 7(f) shall be paid (without duplication of payments previously made in respect of such bonus under Section 7(e)(i) above, and subject to Sections 7(m), 7(n) and 12(s)(ii) below) on the first payroll date following (but not more than one month after or, if earlier, March 15th of the year following the year in which occurs. ) the latest of (bx) Except as 60th day after the Termination Date, (y) the date that the bonus is determined, and (z) the occurrence of the Change in Control. In addition, upon a termination of employment described in this Section 7(f), (A) Executive shall receive the benefits set forth belowin Sections 7(g), 7(h) and 7(i), and (B) all unvested equity-based awards granted to Executive on or after September 30, 2006 shall become fully vested and, in the event it shall be determined that any payment or distribution by or for the account case of the Employer to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwisestock options, but determined without regard to any additional payments required under this Section 4) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest fully vested and penalties, collectively, the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of the Excise Tax and all other taxes (including, without limitation, income taxes) that are imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this Section 4(b), if it shall be determined that the Executive is entitled to a Gross-Up Payment, but that the Executive, after taking into account the Payments and the Gross-Up Payment, would not receive a net after-tax benefit of at least $50,000 (taking into account both income taxes and any Excise Tax) as compared to the net after-tax proceeds to the Executive resulting from an elimination of the Gross-Up Payment and a reduction of the Payments, in the aggregate, to an amount (the "Reduced Amount") such that the receipt of Payments would not give rise to any Excise Tax, then no Gross-Up Payment shall be made to the Executive, the Payments, in the aggregate, made to the Executive shall not exceed the Reduced Amount, and the Executive shall have the right, in the Executive's sole discretion, to designate those payments or benefits that should be reduced or eliminated to satisfy such requirementexercisable. (c) For purposes of this Agreement, a "Change of Control" shall mean: