Common use of Termination Following Change in Control Clause in Contracts

Termination Following Change in Control. In the event of the occurrence of Constructive Termination within twelve (12) months after the effective date of a Change in Control, Employee may, at Employee's option, terminate Employee's employment due to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination shall be effective upon Employee giving notice to Successor. In the event of termination of Employee's employment (1) by Successor within twelve (12) months after the effective date of a Change of Control, or (2) by Employee within twelve (12) months after the effective date of a Change of Control as a result of a Constructive Termination, then (a) Successor shall pay Employee a lump sum cash payment equal to the Severance Amount within 10 business days after the termination of employment; (b) Successor shall make available to Employee, at Employee's cost and expense, medical and other insurance coverage at a level and to the extent required by COBRA; and (c) any outstanding options held by Employee that remain unvested as of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoing, in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(i) of the Internal Revenue Code of 1986, as amended (an "Excess Parachute Payment"), then the payments to Employee under this Section 2 shall be limited to an amount equal to the maximum amount that could be paid to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject to the terms of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as a result of the termination of Employee's employment following a Change of Control or Constructive Termination.

Termination Following Change in Control. In (a) The Executive's employment may be terminated for any reason by the event of the occurrence of Constructive Termination Company within twelve (12) months after the effective date of two years following a Change in Control, Employee may, at Employee's option, terminate EmployeeControl of the Company. If the Executive's employment due to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination shall be effective upon Employee giving notice to Successor. In is terminated for any reason other than the event of termination of Employee's employment (1) by Successor within twelve (12) months after the effective date of a Change of Control, or (2) by Employee within twelve (12) months after the effective date of a Change of Control as a result of a Constructive Termination, then (a) Successor shall pay Employee a lump sum cash payment equal to the Severance Amount within 10 business days after the termination of employment; (b) Successor shall make available to Employee, at Employee's cost and expense, medical and other insurance coverage at a level and to the extent required by COBRA; and (c) any outstanding options held by Employee that remain unvested as of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoing, in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(i) of the Internal Revenue Code of 1986, as amended (an "Excess Parachute Payment")reasons set forth below, then the payments to Employee under this Section 2 Executive shall be limited to an amount equal entitled to the maximum amount that could be paid to Employee so that no such amountbenefits set forth in this Agreement in lieu of any termination, along with all other payments to Employee by Successorseparation, will be deemed to constitute an Excess Parachute Paymentseverance or similar benefits under the Executive's Employment Agreement, if any, or under the Company's termination, separation, severance or similar plans or policies, if any. Subject to If the terms Executive's employment is terminated for any of this Section 2the reasons set forth below, Employee then the Executive shall not be entitled to receive any other compensation termination, separation, severance or similar benefits under this Agreement as a result Agreement, and the Executive shall be entitled to benefits under the Executive's Employment Agreement, if any, or under the Company's termination, separation, severance or similar plans or policies, if any, only in accordance with the terms of such Employment Agreement, or such plans or policies. (i) termination by reason of the Executive's death, PROVIDED the Executive has not previously given a "Notice of Termination" pursuant to Section 4; (ii) termination by reason of Employeethe Executive's employment following "disability," PROVIDED the Executive has not previously given a Change "Notice of Control Termination" pursuant to Section 4; (iii) termination by reason of "retirement" at or Constructive after age 65, PROVIDED the Executive has not previously given "Notice of Termination" pursuant to Section 4; or (iv) termination by the Company for "Cause." For the purposes of this Agreement, "disability" shall be defined as the Executive's inability by reason of illness or other physical or mental disability to perform the principal duties required by the position held by the Executive at the inception of such illness or disability for any consecutive 180-day period. A determination of disability shall be subject to the certification of a qualified medical doctor agreed to by the Company and the Executive or, in the Executive's incapacity to designate a doctor, the Executive's legal representative. If the Company and the Executive cannot agree on the designation of a doctor, each party shall nominate a qualified medical doctor and the two doctors shall select a third doctor and the third doctor shall make the determination as to disability.

Termination Following Change in Control. In If, during the event of the occurrence of Constructive Termination Employment Period and within twelve (12) months after the effective date of following a Change in Control, Employee maythe Company (or its successor) terminates the Executive’s employment without Cause pursuant to Section 5(b) or the Executive terminates his employment for Good Reason pursuant to Section 5(c), the Executive shall be entitled to receive, in addition to the items referenced in Section 6(a), the following: (i) continued payment of his Base Salary, at Employee's optionthe rate in effect on his last day of employment, terminate Employee's employment due to Constructive Termination unless Employee has entered into an employment agreement with Successorfor a period of thirty-six (36) months (the “Control Change Severance Payment”). Such termination The Control Change Severance Payment shall be effective upon Employee giving notice paid in approximately equal installments on the Company’s regularly scheduled payroll dates, subject to Successor. In all legally required payroll deductions and withholdings for sums owed by the event of Executive to the Company Group; (ii) continued payment by the Company for the Executive’s life and health insurance coverage during the thirty-six (36) month severance period referenced in Section 6(d)(i) to the same extent that the Company paid for such coverage immediately prior to the termination of Employee's the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the thirty-six (136) by Successor within twelve (12) months month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after the effective date of a Change of Controlreduction for income and employment taxes, or (2) by Employee within twelve (12) months after the effective date of a Change of Control as a result of a Constructive Termination, then (a) Successor shall pay Employee a lump sum cash payment is equal to the Severance Amount within 10 business days after employer premiums for such insurance for the termination remainder of employment; such severance period; (biii) Successor shall make available to Employee, at Employee's cost and expense, medical and other insurance coverage at a level and to the extent required by COBRA; and (c) any outstanding options held by Employee that remain unvested vesting as of the date last day of termination shall become fully vested his employment in any unvested portion of any option and exercisable as any restricted shares previously issued to the Executive by the Company Group; and (iv) a bonus equal to three (3) times the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the date of termination of Employee's Executive’s employment with Successor if shorter), and prior (y) the most recent bonus paid to the occurrence Executive. Such bonus shall be paid to the Executive within sixty (60) days following the end of an event otherwise terminating the options. Notwithstanding the foregoing, fiscal year in which such termination occurs. (A) In the event that any payments Control Change Severance Payment, insurance benefits, accelerated vesting, pro-rated bonus or other benefit payable to the Executive (under this Agreement or otherwise), shall (1) constitute “parachute payments” within the meaning of Section 2 will 280G (as it may be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(iamended or replaced) of the Internal Revenue Code (the “Code”) (“Parachute Payments”) and (2) be subject to the excise tax imposed by Section 4999 (as it may be amended or replaced) of 1986, as amended the Code (an "Excess Parachute Payment"the “Excise Tax”), then the payments Company shall pay to Employee the Executive an additional amount (the “Gross-Up Amount”) such that the net benefits retained by the Executive after the deduction of the Excise Tax (including interest and penalties) and any federal, state or local income and employment taxes (including interest and penalties) upon the Gross-Up Amount shall be equal to the benefits that would have been delivered hereunder had the Excise Tax not been applicable and the Gross-Up Amount not been paid. Any such Gross-Up Amount shall be paid by the end of the taxable year following the taxable year in which the Excise Tax was paid. (B) For purposes of determining the Gross-Up Amount: (1) Parachute Payments provided under arrangements with the Executive other than under any bonus or other incentive pay or equity plan or program of the Company (collectively, the “Plan”) and this Agreement, if any, shall be taken into account in determining the total amount of Parachute Payments received by the Executive so that the amount of excess Parachute Payments that are attributable to provisions of the Plan and Agreement is maximized; and (2) the Executive shall be deemed to pay federal, state and local income taxes at the highest marginal rate of taxation for the Executive’s taxable year in which the Parachute Payments are includable in the Executive’s income for purposes of federal, state and local income taxation. (C) The determination of whether the Excise Tax is payable, the amount thereof, and the amount of any Gross-Up Amount shall be made in writing in good faith by a nationally recognized independent certified public accounting firm selected by the Company and approved by the Executive, such approval not to be unreasonably withheld (the “Accounting Firm”). If such determination is not finally accepted by the Internal Revenue Service (or state or local revenue authorities) on audit, then appropriate adjustments shall be computed (including Executive’s return of excess payments) based upon the amount of Excise Tax and any interest or penalties so determined; provided, however, that the Executive in no event shall owe the Company any interest on any portion of the Gross-Up Amount that is returned to the Company. For purposes of making the calculations required by this Section 6(d)(v), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon. The Company and the Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 2 6(d)(v). The Company shall be limited to an amount equal bear all costs incurred in connection with the performance of the calculations contemplated by this Section 6(d)(v). The Company shall pay the Gross-Up Amount to the maximum amount that could be paid to Employee so that Executive no such amount, along with all other payments to Employee by Successor, later than sixty (60) days following receipt of the Accounting Firm’s determination of the Gross-Up Amount. (vi) None of the benefits described in this Section 6(d) will be deemed to constitute an Excess Parachute Payment. Subject payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination, which has (and not until it has) become irrevocable, satisfactory to the terms Company in the reasonable exercise of its discretion, releasing the Company, its affiliates, including the REIT, and their officers, trustees and employees, from any and all claims or potential claims arising from or related to the Executive’s employment or termination of employment. (vii) For purposes of this Section 2Agreement, Employee a “Change in Control” shall not be entitled to receive mean any other compensation or benefits under this Agreement as a result of the termination of Employee's employment following a Change of Control or Constructive Termination.events:

Termination Following Change in Control. In If, (x) during the event of the occurrence of Constructive Termination Employment Period and within twelve (12) 12 months after the effective date of following a Change in Control, Employee mayCoda Octopus (or its successor) terminates the Executive’s employment without Cause pursuant to Section 5(a) or the Executive terminates his employment for Good Reason pursuant to Section 5(c), at Employee's optionor (y) the Executive, terminate Employee's by notice given under this clause (y) of this Section 6(d) during the 90 day period commencing on the three-month anniversary of the date of the Change in Control (the “Notice Period”), terminates his employment due to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such for any reason, which termination shall be effective upon Employee giving notice on the last day of the Notice Period, the Executive shall be entitled to Successor. In the event of termination of Employee's employment (1) by Successor within twelve (12) months after the effective date of a Change of Controlreceive, or (2) by Employee within twelve (12) months after the effective date of a Change of Control as a result of a Constructive Termination, then (a) Successor shall pay Employee a lump sum cash payment equal in addition to the Severance Amount within 10 business days after items referenced in Section 6(a), the termination of employmentfollowing: (i) the items referenced in Section 6(c); and (bii) Successor shall make available to EmployeeTax Gross-up Payment, at Employee's cost and expense, medical and other insurance coverage at a level and to the extent required by COBRA; and as follows: (cA) any outstanding options held by Employee that remain unvested as of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoing, in In the event that any payments payment made pursuant to Section 6(c) hereof or any insurance benefits, accelerated vesting, pro-rated bonus or other benefit payable to the Executive (under this Agreement or otherwise), (1) constitute “parachute payments” within the meaning of Section 2 will 280G (as it may be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(iamended or replaced) of the Internal Revenue Code of 1986, as amended (an "Excess the “Code”) (“Parachute Payment"Payments”) and (2) are subject to the excise tax imposed by Section 4999 (as it may be amended or replaced) of the Code (“the Excise Tax”), then Coda Octopus shall pay to the payments Executive an additional amount (the “Gross-Up Amount”) such that the net benefits retained by the Executive after the deduction of the Excise Tax (including interest and penalties) and any federal, or local income and employment taxes (including interest and penalties) upon the Gross-Up Amount shall be equal to Employee the benefits that would have been delivered hereunder had the Excise Tax not been applicable and the Gross-Up Amount not been paid. (B) For purposes of determining the Gross-Up Amount: (1) Parachute Payments provided under arrangements with the Executive other than under any bonus or other incentive pay or stock plan or program of Coda Octopus (collectively, the “Plan”) and this Agreement, if any, shall be taken into account in determining the total amount of Parachute Payments received by the Executive so that the amount of excess Parachute Payments that are attributable to provisions of the Plan and Agreement is maximized; and (2) the Executive shall be deemed to pay federal, state and local income taxes at the highest marginal rate of taxation for the Executive’s taxable year in which the Parachute Payments are includable in the Executive’s income for purposes of federal, state and local income taxation. (C) The determination of whether the Excise Tax is payable, the amount thereof, and the amount of any Gross-Up Amount shall be made in writing in good faith by a nationally recognized independent certified public accounting firm selected by Coda Octopus and approved by the Executive, such approval not to be unreasonably withheld (the “Accounting Firm”). If such determination is not finally accepted by the Internal Revenue Service (or state or local revenue authorities) on audit, then appropriate adjustments shall be computed based upon the amount of Excise Tax and any interest or penalties so determined; provided, however, that the Executive in no event shall owe Coda Octopus any interest on any portion of the Gross-Up Amount that is returned to Coda Octopus. For purposes of making the calculations required by this Section 6(d)(v), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon. Coda Octopus and the Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 2 6(d)(v). Coda Octopus shall be limited to an amount equal bear all costs incurred in connection with the performance of the calculations contemplated by this Section 6(d)(v). Coda Octopus shall pay the Gross-Up Amount to the maximum amount that could be paid to Employee so that Executive no such amount, along with all other payments to Employee by Successor, later than 60 days following receipt of the Accounting Firm’s determination of the Gross-Up Amount. (iii) None of the benefits described in this Section 6(d) will be deemed payable unless the Executive has signed a general release which has become irrevocable, satisfactory to constitute an Excess Parachute Payment. Subject Coda Octopus in the reasonable exercise of its discretion, releasing Coda Octopus, its affiliates including Coda Octopus, and their officers, directors and employees, from any and all claims or potential claims arising from or related to the terms Executive’s employment or termination of employment. (iv) For the purposes of this Agreement, a “Change in Control” shall mean any of the following events: (A) The ownership or acquisition (whether by a merger contemplated by Section 6(d)(vii)(B) below, or otherwise) by any Person (other than a Qualified Affiliate), in a single transaction or a series of related or unrelated transactions, of Beneficial Ownership of more than 50% of (1) Coda Octopus’s outstanding common stock (the “Common Stock”) or (2) the combined voting power of Coda Octopus’s outstanding securities entitled to vote generally in the election of directors (the “Outstanding Voting Securities”); (B) The merger or consolidation of Coda Octopus with or into any other Person other than a Qualified Affiliate, if, immediately following the effectiveness of such merger or consolidation, Persons who did not Beneficially Own Outstanding Voting Securities immediately before the effectiveness of such merger or consolidation directly or indirectly Beneficially Own more than 50% of the outstanding shares of voting stock of the surviving entity of such merger or consolidation (including for such purpose in both the numerator and denominator, shares of voting stock issuable upon the exercise of then outstanding rights (including conversion rights), options or warrants) (“Resulting Voting Securities”), provided that, for purposes of this Section 26(d)(vii)(B), Employee shall not be entitled to receive any other compensation if a Person who Beneficially Owned Outstanding Voting Securities immediately before the merger or benefits under this Agreement consolidation Beneficially Owns a greater number of the Resulting Voting Securities immediately after the merger or consolidation than the number the Person received solely as a result of the termination of Employee's employment following merger or consolidation, such greater number will be treated as held by a Person who did not Beneficially Own Outstanding Voting Securities before the merger or consolidation, and provided further that such merger or consolidation would also constitute a Change in Control if it would satisfy the foregoing test if rights (including conversion rights), options and warrants were not included in the calculation; (C) Any one or a series of related sales or conveyances to any Person or Persons (including a liquidation or dissolution) other than any one or more Qualified Affiliates of all or substantially all of the assets of Coda Octopus; (D) Incumbent Directors cease, for any reason, to be a majority of the members of the Board of Directors, where an “Incumbent Director” is (1) an individual who is a member of the Board of Directors on the effective date of this Agreement or (2) any new director whose appointment by the Board of Directors or whose nomination for election by the stockholders was approved by a majority of the persons who were already Incumbent Directors at the time of such appointment, election or approval, other than any individual who assumes office initially as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors or as a result of an agreement to avoid or settle such a contest or solicitation; or (E) A Change in Control shall also be deemed to occur immediately before the completion of a tender offer for Coda Octopus’s securities representing more than 50% of the Outstanding Voting Securities, other than a tender offer by a Qualified Affiliate. (F) For purposes of this Agreement, the following definitions shall apply: (a) “Beneficial Ownership,” “Beneficially Owned” and “Beneficially Owns” shall have the meanings provided in Exchange Act Rule 13d-3; (b) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended; (c) “Person” shall mean any individual, entity, or Constructive Termination.group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act), including any natural person, corporation, trust, association, company, partnership, joint venture, limited liability company, legal entity of any kind, government, or political subdivision, agency or instrumentality of a government, as well as two or more Persons acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of Coda Octopus’s securities; and (d) “Qualified Affiliate” shall mean (i) any directly or indirectly wholly owned subsidiary of Coda Octopus; (ii) any employee benefit plan (or related trust) sponsored or maintained by Coda Octopus or by any entity controlled by Coda Octopus; or

Termination Following Change in Control. In the event of the occurrence of Constructive Termination within twelve (12) months after the effective date of a Change in Control, Employee may, at Employee's option, terminate Employee's employment due to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination shall be effective upon Employee giving notice to Successor. In the event of termination of Employee's employment (1) by Successor within twelve (12) months after the effective date of a Change of Control, or (2) by Employee within twelve (12) months after the effective date of a Change of Control as a result of a Constructive Termination, then (a) Successor shall pay Employee a lump sum cash payment equal Anything contained herein to the Severance Amount within 10 business days after the termination of employment; (b) Successor shall make available to Employee, at Employee's cost and expense, medical and other insurance coverage at a level and to the extent required by COBRA; and (c) any outstanding options held by Employee that remain unvested as of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoingcontrary notwithstanding, in the event that any payments under this Section 2 will be deemed the Executive resigns from his employment hereunder for Good Reason, the Board terminates the Executive’s employment hereunder without Cause or Executive’s employment terminates by reason of death or Disability, in each case, within the period commencing three months prior to constitute an "excess parachute payment" as defined a Change in Section 280G(b)(i) of Control and ending 24 months following the Internal Revenue Code of 1986, as amended Change in Control (an "Excess Parachute Payment"a “Change in Control Period”), then then, in lieu of any amount otherwise payable pursuant to Section 4.4.2, Amneal shall pay or provide the payments Executive the Amounts and Benefits and, subject to Employee under this Section 2 shall be limited to 4.4.5, a severance payment as follows: (i) an amount equal to the maximum sum of (x) two times the Base Salary as then in effect (without taking into account any reduction therein that constitutes a basis for Good Reason), plus (y) an amount equal to two times the Executive’s target Incentive Bonus as then in effect (without taking into account any reduction therein that could constitutes a basis for Good Reason), with the aggregate amount due paid in equal installments on Amneal’s normal payroll dates for a period of 12 months from the Date of Termination in accordance with the normal payroll practices of Amneal, with each such payment deemed to be a separate payment for the purposes of Section 409A of the Code; provided, however, that all or a portion of the severance payable under this Section 4.4.3(i) shall instead be paid in a lump sum on the 60th day following the date of the Executive’s “separation from service” (within the meaning of Section 409A of the Code) to the extent that such lump sum payment would not result in any additional excise tax or tax penalties under Section 409A of the Code; (ii) During the COBRA Period, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, Amneal shall, in its sole discretion, either (A) continue to provide to the Executive and the Executive’s dependents, at Amneal’s sole expense, or (B) reimburse the Executive and the Executive’s dependents for coverage under its group health plan (if any) at the same levels in effect on the Date of Termination; provided, however, that if (1) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the continuation coverage period to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), (2) Amneal is otherwise unable to continue to cover the Executive or the Executive’s dependents under its group health plans, or (3) Amneal cannot provide the benefit without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in any such case, an amount equal to each remaining subsidy shall thereafter be paid to Employee so that no such amountthe Executive in substantially equal monthly installments over the COBRA Period (or remaining portion thereof); and (iii) The vesting and, along with all other payments to Employee by Successorif applicable, will be deemed to constitute an Excess Parachute Payment. Subject exercisability of each equity award granted to the terms Executive by Amneal, including each stock option and restricted stock unit award, shall accelerate in respect of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as a result 100% of the termination shares of Employee's employment Amneal common stock subject thereto effective as of the Date of Termination, and any such stock options, notwithstanding any provision to the contrary in the option agreement or the plan pursuant to which the option was granted, shall remain exercisable for a period of 12 months following a Change the Date of Control or Constructive TerminationTermination or, if earlier, until the original expiration date of the option.

Termination Following Change in Control. In Except as provided in Section 4, the Company will provide or cause to be provided to Executive the rights and benefits described in Section 3 in the event that Executive’s employment is terminated at any time within two years following a Change in Control (as such term is defined in this Section 2) under the circumstances stated in (a) or (b) below: (a) by the Company without Executive’s consent and where Executive is willing and able to continue providing his services, i.e., for reasons other than for “cause” (as such term is defined in Section 4) or other than as a consequence of Executive’s death, permanent disability or attainment of the date he or she reaches “full retirement age” as provided under the statutes and regulations governing Social Security benefits in the United States of America (“Normal Retirement Date”); or (b) by Executive within 120 days following the occurrence of any of the following events: (i) a material reduction in Executive’s base salary from his or her base salary immediately prior to the Change in Control; (ii) a reduction in Executive’s total annual compensation paid by the Company as reported by the Company on Form W-2 (“W-2 Compensation”) such that Executive’s W-2 Compensation is materially less than the average of Executive’s annual W-2 Compensation from the Company for the three most recently completed years prior to the Change in Control (or the average of Executive’s annual W-2 Compensation from the Company for his or her entire period of employment with the Company, if less than three full years, with compensation annualized for periods of less than a full year); or (iii) a material change in the geographic location at which Executive must perform his services without the Executive’s consent, meaning, the transfer of Executive, without his consent, to a location requiring a change in his residence or a material increase in the amount of travel normally required of Executive in connection with his employment; provided, however, that Executive must provide the Company notice of the occurrence of Constructive Termination such event within twelve (12) months 90 days after the effective date occurrence of such event and give the Company an opportunity to remedy the condition within 30 days thereafter, and, if such condition has been timely remedied, the Company will not be required to provide any of the rights and benefits described in Section 3. For purposes of this Agreement, a “Change in Control, Employee may, at Employee's option, terminate Employee's employment due ” is hereby defined to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination shall be effective upon Employee giving notice to Successor. In the event of termination of Employee's employment be: (1) by Successor within twelve (12) months after a merger, consolidation or other corporate reorganization of the effective date Company or any Applicable Subsidiary in which either the Company or the Applicable Subsidiary fails to survive, other than a merger of a Change the Applicable Subsidiary into the Company or another subsidiary of Control, or the Company; (2) disposition by Employee within twelve (12) months after the effective date Company of a Change of Control as a result of a Constructive Termination, then (a) Successor shall pay Employee a lump sum cash payment equal to the Severance Amount within 10 business days after the termination of employmentan Applicable Subsidiary; (b3) Successor shall make available to Employee, at Employee's cost and expense, medical and other insurance coverage at a level and to the extent required by COBRA; and (c) any outstanding options held by Employee that remain unvested as acquisition of the date beneficial ownership by one person or a closely related group of termination shall become fully vested and exercisable persons of as much as 40% of the date of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoing, in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(i) outstanding voting stock of the Internal Revenue Code Company or an Applicable Subsidiary, unless the acquisition of 1986, as amended (an "Excess Parachute Payment"), then stock resulting in such ownership by such person or related group had been approved in advance by the payments to Employee under this Section 2 shall be limited to an amount equal to the maximum amount that could be paid to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject to the terms Board of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as a result Directors of the termination Company; or (4) as may otherwise be defined by the Board of Employee's employment following a Change of Control or Constructive TerminationDirectors from time to time.

Termination Following Change in Control. In (a) If a Change in Control (as defined in Section 2(b) of this Agreement) shall occur and if thereafter, at any time during the event term of this Agreement, the Executive shall be involuntarily terminated or there shall be: (i) any reduction in title or a reduction in the Executive's responsibilities or authority with respect to Peoples or the Bank, including such responsibilities and authority as the same may be increased at any time during the term of this Agreement, or the assignment to the Executive of duties inconsistent with the Executive's prior status as a Vice President of the Bank; (ii) any reassignment of the Executive which requires the Executive to move his principal residence; (iii) any removal of the Executive from office or any adverse change in the terms and conditions of the Executive's employment, except for any termination of the Executive's employment under the provisions of Section 1(b) hereof; (iv) any reduction in the Executive's annual base salary as in effect on the date hereof or as the same may be increased from time to time; (v) any failure of Peoples to provide the Executive with benefits at least as favorable as those enjoyed by the Executive under any of the pension, life insurance, medical, health, accident, disability or other employee benefit plans of Peoples (or any affiliated company) in which the Executive participated at the time of the Change in Control, or the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control, unless such reduction is part of a reduction applicable to all employees; (vi) any failure to obtain a satisfactory agreement from any successor to assume and agree to perform under this Agreement, as contemplated in Section 11(a) hereof; (vii) any material change in the legal relationship between Peoples and the Bank; or (viii) any material breach of this Agreement on the part of Peoples; then, at the option of the Executive, exercisable by the Executive within one hundred twenty (120) days of the occurrence of Constructive Termination within twelve each and every of the foregoing enumerated events, the Executive may resign from employment with Peoples (12or, if involuntarily terminated, give notice of intention to collect benefits under this Agreement) months after by delivering a notice in writing (the effective date "Notice of a Termination") to Peoples, and the provisions of Section 3 of this Agreement shall apply. (b) As used in this Agreement, "Change in Control, Employee may, at Employee's option, terminate Employee's employment due to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination shall be effective upon Employee giving notice to Successor. In the event " means a change of termination of Employee's employment (1) by Successor within twelve (12) months after the effective date control of a Change of Control, or (2) by Employee within twelve (12) months after the effective date of a Change of Control as a result of a Constructive Termination, then (a) Successor shall pay Employee a lump sum cash payment equal nature that would be required to the Severance Amount within 10 business days after the termination of employment; (b) Successor shall make available be reported in response to Employee, at Employee's cost and expense, medical and other insurance coverage at a level and to the extent required by COBRA; and (c) any outstanding options held by Employee that remain unvested as of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoing, in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(iItem 6(e) of Schedule 14A of Regulation 14A promulgated under the Internal Revenue Code Securities Exchange Act of 19861934, as amended (an the "Excess Parachute PaymentExchange Act"), as enacted and in force on the date hereof, whether or not Peoples is then the payments subject to Employee under this Section 2 such reporting requirement; provided, however, that, without limitation, such a Change in Control shall be limited to an amount equal to the maximum amount that could be paid to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject to have occurred if: (i) any "person" (including a group acting in concert, as the terms of this term "person" is defined in Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as a result 13(d) of the termination Exchange Act, as enacted and in force on the date hereof) becomes the "beneficial owner" (as that term is defined in Rule 13d-3, as enacted and in force on the date hereof, under the Exchange Act) of Employee's employment following securities of Peoples representing more than 19.9% of the combined voting power of Peoples' securities then outstanding; (ii) there occurs a Change merger, consolidation or other business combination or reorganization to which Peoples or the Bank is a party, whether or not approved in advance by the Board of Control Directors of Peoples or Constructive Terminationthe Bank (as the case may be) in which the members of the Board of Directors of Peoples or the Bank (as the case may be) immediately preceding the consummation of such transaction do not constitute a majority of the members of the Board of Directors of the resulting corporation and of any parent corporation thereof immediately after the consummation of such transaction; (iii) there occurs a sale, exchange, transfer, or other disposition of substantially all of the assets of Peoples or the Bank to another entity, which is not approved in advance by the Board of Directors of Peoples; (iv) there occurs a contested proxy solicitation of the stockholders of Peoples that results in the contesting party obtaining the ability to elect candidates to a majority of the positions on Peoples' Board of Directors next up for election; or (v) there occurs a tender offer for the shares of voting securities of Peoples that results in the tender offeror obtaining securities representing more than 19.9% of the combined voting power of Peoples' securities then outstanding.

Termination Following Change in Control. In the event there is a Change in Control of the occurrence of Constructive Termination Company, as defined in Section 2.6, during the Term, and: (a) within twelve (12) the period commencing three months after prior to the effective date of a Change in Control and ending six months following the date of the Change in Control (the "Firm Term"), the Officer's employment hereunder is terminated by the Company other than for Cause, as defined in Section 2.4; or (b) within the Firm Term, the Officer resigns from his employment hereunder upon thirty days written notice given to the Company within thirty days following a material change in the Officer's title, authorities or duties, in effect immediately prior to the Change in Control, Employee may, at Employee's option, terminate Employee's employment due a reduction in the compensation or a reduction in benefits provided pursuant to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination shall be effective upon Employee giving notice this Agreement or the Compensation and Benefit Plans below the amount of compensation and benefits in effect immediately prior to Successor. In the event of termination of Employee's employment (1) by Successor within twelve (12) months after the effective date of a Change of in Control, or (2) by Employee within twelve (12) months after a change of the effective date Officer's principal place of employment without his consent to a Change of Control as a result of a Constructive Terminationcity more than 25 miles from Springfield, Illinois, then (a) Successor the Officer shall pay Employee a lump sum cash payment equal have no further obligation to the Severance Amount within 10 business days after Company hereunder, except the termination of employment; (b) Successor duty not to disclose Confidential Information in accordance with Section 1.5, and the Company shall make available to Employee, at Employee's cost and expense, medical and other insurance coverage at a level and have no further obligation to the extent required by COBRA; and (c) any outstanding options held by Employee that remain unvested as of Officer hereunder from the date of termination shall become fully vested except (i) to pay to the Officer the salary payments described in Section 1.2, in the amount in effect on the date of termination, for a period of twelve months from the date of termination, (ii) to pay to the Officer any other benefits due under the Compensation and exercisable as Benefit Plans for a period of twelve months from the date of termination of Employee's employment with Successor and prior (iii) to pay to the occurrence Officer reasonable expenses of an event otherwise terminating out placement within the options. Notwithstanding financial institutions industry during the foregoingtwelve month period following the date of termination; provided, however, out placement expenses shall be paid only upon actually incurring such expenses and Officer's furnishing of evidence thereof to the Company and shall not include moving or relocation expenses and provided, however, that any benefit to be provided by a Compensation and Benefit Plan may be provided by the Company through cash of equivalent value or through a nonqualified arrangement or arrangements if, in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(i) judgment of the Internal Revenue Code Company, permitting the Officer to participate in such plan after the date of 1986, as amended (an "Excess Parachute Payment"), then termination would adversely affect the payments to Employee under this Section 2 shall be limited to an amount equal to the maximum amount that could be paid to Employee so that no tax status of such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject to the terms of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as a result of the termination of Employee's employment following a Change of Control or Constructive Terminationplan.

Termination Following Change in Control. In If, within the event of the occurrence of Constructive Termination within twelve (12) months after the effective date of two-year period following a Change in ControlControl Event, the Employee’s employment with the Company is terminated by the Company without Cause or by the Employee mayfor Good Reason, at then in lieu of the amounts and benefits payable pursuant to Section 5(a) above, the Company shall pay to the Employee's option, terminate or with respect to clause (5) below pay on the Employee's employment due to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination shall be effective upon Employee giving notice to Successor. In the event of termination of Employee's employment ’s behalf: (1) by Successor within twelve (12) months after any unpaid base salary the effective Employee has earned through the date of a Change of Controltermination, or (2) by any unpaid annual bonus that the Employee within twelve has earned with respect to a year ending prior to such termination, (123) months after the effective date of a Change of Control as a result of a Constructive Termination, then (a) Successor shall pay Employee a lump sum cash payment an amount equal to 24 months of the Severance Amount within 10 business days after Employee’s then current base salary paid, (4) the pro-rata portion of the Employee’s target bonus for the year of such termination of employment; employment (b) Successor shall make available to Employee, at Employee's cost and expense, medical and other insurance coverage at a level and to based on the extent required by COBRA; and (c) any outstanding options held by Employee that remain unvested as number of completed days through the date of termination shall become fully vested and exercisable as of termination), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoingtermination, in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(i(5) of the Internal Revenue Code of 1986, as amended (an "Excess Parachute Payment"), then the payments to Employee under this Section 2 shall be limited to an amount equal to the maximum amount that could Employee’s target bonus for the year of termination, (6) the costs of COBRA continuation coverage or similar coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier of (A) the date which is 24 months after the date of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. The amounts described in this Section 6(b), other than those described in clause (7), shall be paid to the Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject to the terms of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as in a result lump sum within 5 days of the termination of the Employee's ’s employment following with the Company. No amount shall be payable and no benefits shall be provided pursuant to this Section 6(b) until the Employee has executed a Change of Control or Constructive Terminationrelease and waiver agreement (substantially in the form attached hereto as Schedule B) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee.

Termination Following Change in Control. In the event there is a Change in Control of Illini, as defined in Section H below, during the occurrence of Constructive Termination Term, and (1) within the period commencing twelve (12) months after prior to the effective date of a Change in Control, Employee may, at Employee's option, terminate Employee's employment due to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination shall be effective upon Employee giving notice to Successor. In Control and ending twelve months following the event of termination of Employee's employment (1) by Successor within twelve (12) months after the effective date of a the Change of Controlin Control (the “Firm Term”), the Officer’s employment hereunder is terminated by the Illini other than for Cause, as defined in Section II, F; or (2) by Employee Within the Firm Term, the Officer resigns from his employment hereunder upon thirty days written notice given to Illini within twelve (12) months after thirty days following a material change in the effective date Officer’s title, authorities or duties, in effect immediately prior to the Change in Control, a reduction in the compensation or a reduction in benefits provided pursuant to this Agreement or the Compensation and Benefit Plans below the amount of compensation and benefits in effect immediately prior to the Change in Control, or a Change change of Control as the Officer’s principal place of employment without his consent to a result of a Constructive Terminationcity more than 25 miles from Springfield, Illinois, then (a) Successor the Officer shall pay Employee a lump sum cash payment equal have no further obligation to Illini hereunder, except the duty not to disclose Confidential Information in accordance with Section I, E, and Illini shall have no further obligation to the Severance Amount within 10 business days after the termination of employment; (b) Successor shall make available to Employee, at Employee's cost and expense, medical and other insurance coverage at a level and to the extent required by COBRA; and (c) any outstanding options held by Employee that remain unvested as of Officer hereunder from the date of termination except (i) to pay to the Officer the salary payments described in Section I, B, in the amount in effect on the date of termination, for a period of twelve months from the date of termination, (ii) to pay to the Officer any other benefits due under the Compensation and Benefit Plans without imposing further condition or reduction thereof, and (iii) to pay to the Officer reasonable expenses of out placement within the financial institutions industry or financial industry following the date of termination; provided, however, out placement expenses shall become fully vested be paid only upon actually incurring such expenses and exercisable as Officer’s furnishing of evidence thereof to the Illini and shall not include moving or relocation expenses and provided, however, that any benefit to be provided by the Illini through cash of equivalent values or through a nonqualified arrangement or arrangements if, in the judgment of the Illini, permitting the Officer to participate in such plan after the date of termination would adversely affect the tax status of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoing, in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(i) of the Internal Revenue Code of 1986, as amended (an "Excess Parachute Payment"), then the payments to Employee under this Section 2 shall be limited to an amount equal to the maximum amount that could be paid to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject to the terms of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as a result of the termination of Employee's employment following a Change of Control or Constructive Terminationplan.

Termination Following Change in Control. In If your employment by the event of Company is terminated by the Company without Cause (as defined below), or if there is a Constructive Termination (as defined below), in each case at any time within thirteen (13) months following the occurrence of Constructive Termination within a Change in Control, and if you provide the Company with a signed general release of all claims, a form of which is set forth in Exhibit A hereto, the Company shall provide you with the following severance benefits: (1) a lump sum payment equal to twelve (12) months after of your base salary at the rate in effect immediately prior to the Change in Control, less applicable withholdings, to be paid by the Company within ten (10) days of your date of termination; (2) for the period beginning on your date of termination and ending on the date which is twelve (12) full months following your date of termination (or, if earlier, the date on which you accept employment with another employer that provides comparable benefits), the Company shall pay for and provide you and your dependents with the same health benefits (e.g., medical and dental) to which you would have been entitled had you remained continuously employed by the Company during such period, including, if necessary, paying the costs associated with continuation coverage pursuant to COBRA; and (3) on your date of termination, you shall immediately become 100% vested with respect to any options to purchase the Company’s capital stock that you then hold and/or any restrictions with respect to restricted shares of the Company’s capital stock that you then hold shall immediately lapse, and you shall be entitled to exercise any such vested options until the expiration date of such options set forth in the stock option agreement(s) pursuant to which they were granted; provided, however, that if you are terminated by the Company following the effective date of a Change in Control, Employee may, at Employee's option, terminate Employee's Control described in clause (d)(2)(b) below but accept employment due to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination shall be effective upon Employee giving notice to Successor. In the event of termination of Employee's employment Company’s successor or acquirer within thirty (130) by Successor within twelve (12) months days after the effective date of a the Change of Control, or (2) by Employee within twelve (12) months after the effective date of a Change of in Control as a result of a Constructive Termination, then (a) Successor shall pay Employee a lump sum cash payment equal on terms and conditions not less favorable to the Severance Amount within 10 business days after the termination of employment; (b) Successor shall make available to Employee, at Employee's cost and expense, medical and other insurance coverage at a level and to the extent required by COBRA; and (c) any outstanding options held by Employee that remain unvested as of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoing, you than those contained in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(i) of the Internal Revenue Code of 1986, Offer Letter (as amended (an "Excess Parachute Payment"by this letter agreement), then the payments to Employee under this Section 2 shall be limited to an amount equal to the maximum amount that could be paid to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject to the terms of this Section 2, Employee you shall not be entitled to receive any severance benefits under this clause (c); provided, further, however, that if your employment is thereafter terminated by the successor or acquiror without Cause (as defined below), or if there is a Constructive Termination (as defined below), at any time within thirteen (13) months following the occurrence of the Change in Control, you shall be entitled to the severance benefits described above in this clause (c). You understand and agree that you shall not be entitled to any other severance pay, severance benefits, or any other compensation or benefits other than as set forth in this paragraph in the event of such a termination, other than as required under this Agreement as a result of the termination of Employee's employment following a Change of Control or Constructive Terminationapplicable law.

Termination Following Change in Control. In (a) If the event of Executive’s employment with the occurrence of Company is terminated by the Company for any reason other than for Cause or if there is a Constructive Termination within twelve (12) months after Termination, in each case, on the effective date of a Change in Control, Employee may, at Employee's option, terminate Employee's employment due to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination shall be effective upon Employee giving notice to Successor. In the event of termination of Employee's employment (1) by Successor Control or within twelve (12) months after thereafter, and if the effective Executive provides the Company with a signed general release of all claims against the Company and its affiliates in a form reasonably acceptable to the Company (the “Release”) within the 21-day period following the date of termination of employment and the seven-day revocation period for the Release has expired, then the Company shall provide the Executive with the following benefits: (i) Continuation of the Executive’s base salary for a Change period of Control, or (2) by Employee within twelve (12) months after following the effective date of a Change of Control as a result of a Constructive Termination, then (a) Successor shall pay Employee a lump sum cash payment equal to the Severance Amount within 10 business days after the Executive’s termination of employment; (b) Successor shall make available to Employee, at Employee's cost and expense, medical and other insurance coverage at a level and the rate in effect immediately prior to the extent required by COBRA; and Executive’s termination of employment (c) any outstanding options held by Employee or, if higher, the rate in effect immediately prior to the Change in Control), payable in accordance with standard payroll procedures commencing on the first payroll date that remain unvested as of the date of termination shall become fully vested and exercisable as of occurs 30 days after the date of termination of Employee's employment with Successor and prior to the occurrence of an event (except as otherwise terminating the options. Notwithstanding the foregoing, in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" as defined provided in Section 280G(b)(i2(d) below), less applicable withholdings; provided that, solely for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (an "Excess Parachute Payment"the “Code”), then each installment payment is considered a separate payment; (ii) With regard to the payments Executive’s outstanding options, twelve (12) months vesting of the unvested shares to Employee under purchase the Company’s common stock and the immediate lapsing of any vesting restrictions on any Company restricted stock awards that the Executive holds as of the date of such termination of employment (the acceleration of vesting of stock options and restricted stock described in this Section 2 section shall be limited to an amount equal effective as of the date of the Executive’s termination of employment); and (iii) the Company shall pay the group health, dental and vision plan continuation coverage premiums for the Executive and, if applicable, the Executive’s covered dependents under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, for twelve (12) months from the date of the Executive’s termination of employment, or if earlier, until the date upon which the Executive commences employment with another employer. (b) For purposes of this Agreement, “Cause” shall mean (i) gross negligence or willful misconduct by the Executive in the performance of the Executive’s duties to the maximum amount Company that could be paid is not cured within thirty (30) days of written notice thereof, where such gross negligence or willful misconduct has resulted or is likely to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject result in substantial and material damage to the terms Company or its subsidiaries; (ii) the Executive’s repeated unexplained or unjustified absence from the Company; (iii) a material and willful violation by the Executive of this Section 2, Employee shall not be entitled any federal or state law; (iv) commission by the Executive of any act of fraud with respect to receive any other compensation the Company; or benefits under this Agreement as (v) the Executive’s commission of an act of moral turpitude or conviction of or entry of a result plea of the termination of Employee's employment following nolo contendere to a Change of Control or Constructive Terminationfelony.

Termination Following Change in Control. In the event of the occurrence of Constructive Termination within twelve (12) months after the effective date of a Change in Control, Employee may, at Employee's option, terminate Employee's employment due to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination shall be effective upon Employee giving notice to Successor. In the event of termination of Employee's employment (1) by Successor within twelve (12) months after the effective date of a Change of Control, or (2) by Employee within twelve (12) months after the effective date of a Change of Control as a result of a Constructive Termination, then (a) Successor shall pay Employee a lump sum cash payment equal Anything contained herein to the Severance Amount within 10 business days after the termination of employment; (b) Successor shall make available to Employee, at Employee's cost and expense, medical and other insurance coverage at a level and to the extent required by COBRA; and (c) any outstanding options held by Employee that remain unvested as of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoingcontrary notwithstanding, in the event that any payments under this Section 2 will be deemed the Executive resigns from his employment hereunder with Good Reason, the Board terminates the Executive’s employment hereunder without Cause or Executive’s employment terminates by reason of death or Disability, in each case, within the period commencing three months prior to constitute an "excess parachute payment" as defined a Change in Section 280G(b)(i) of Control and ending 24 months following the Internal Revenue Code of 1986, as amended Change in Control (an "Excess Parachute Payment"a “Change in Control Period”), then then, in lieu of any amount otherwise payable pursuant to Section 4.4.2, the payments Company shall pay or provide the Executive the Amounts and Benefits and, subject to Employee under this Section 2 shall be limited to 4.4.5, a severance payment as follows: (i) an amount equal to the maximum sum of (x) two times the Base Salary as then in effect (without taking into account any reduction therein that constitutes a basis for Good Reason), plus (y) an amount equal to two times the Executive’s target Incentive Bonus as then in effect (without taking into account any reduction therein that could constitutes a basis for Good Reason), with the aggregate amount due paid in a lump sum on the first payroll date on or following the 60th day after the Date of Termination; (ii) (A) a pro-rated portion of the Incentive Bonus for the year during which the Date of Termination occurs based on the number of days the Executive serves the Company during such year and actual performance of the corporate goals for such Incentive Bonus, inclusive of any adjustments made by the Board that are applied to all other executive participants in the annual incentive program, such pro-rated Incentive Bonus to be paid in a lump sum at the same time related bonuses are paid executives who continue to be employed by the Company and, in any event, in the calendar year following the year during which the Date of Termination occurs and (B) the prior year’s bonus to the extent not then already paid with the amount based on the higher of target or actual performance of the relevant goals, such prior year’s Incentive Bonus to be paid in a lump sum at the same time related bonuses are paid to executives who continue to be employed by the Company; (iii) During the COBRA Period, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall, in its sole discretion, either (A) continue to provide to the Executive and the Executive’s dependents, at the Company’s sole expense, or (B) reimburse the Executive and the Executive’s dependents for coverage under its group health plan (if any) at the same levels in effect on the Date of Termination; provided, however, that if (1) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the continuation coverage period to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), (2) the Company is otherwise unable to continue to cover the Executive or the Executive’s dependents under its group health plans, or (3) the Company cannot provide the benefit without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in any such case, an amount equal to each remaining subsidy shall thereafter be paid to Employee so that no such amountthe Executive in substantially equal monthly installments over the COBRA Period (or remaining portion thereof); (iv) The vesting and, along with all other payments to Employee by Successorif applicable, will be deemed to constitute an Excess Parachute Payment. Subject exercisability of each equity award granted to the terms Executive by the Company shall accelerate in respect of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as a result 100% of the termination shares of Employee's employment the Company common stock subject thereto effective as of the Date of Termination and, to the extent applicable, shall remain exercisable for a period of not less than 12 months following the Date of Termination (unless doing so would not comply with Code Section 409A (as defined in Section 8.9 hereof); and (v) Outplacement services provided to the Executive by a Change reputable national outplacement service provider for up to two years following the Date of Control or Constructive Termination.

Termination Following Change in Control. In For the event purposes of this Agreement, a "Qualifying Termination," entitling the Executive to receive the benefits provided in Section 5 hereof, is defined to mean: layoff or involuntary termination of the occurrence Executive's employment other than for Cause (as hereinafter defined) or termination of Constructive Termination employment by the Executive for Good Reason (as hereinafter defined), all occurring within twelve (12) months two years after the effective date of a Change In Control occurs. Termination of employment shall be considered to be for "Cause," whether it occurred by resignation or discharge, if the reason for the termination of employment was the Executive's proven in a court of law or admitted embezzlement, dishonesty, fraud, conviction on a felonious or other charge involving moral turpitude, all in connection with the Company's affairs. The Board or, following a Change In Control, Employee maythe Trust Administration Committee, at Employee's option, terminate Employee's employment due shall make the determination as to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such whether the termination is for cause and such determination shall be effective upon Employee giving notice binding, final and conclusive on all concerned. Termination of employment shall be considered to Successor. In the event of termination of Employee's employment be for "Good Reason" if (1) by Successor within twelve (12) months after without the effective date express written consent of a the Executive, the Executive is assigned material duties substantially inconsistent with the Executive's positions, duties, responsibilities or status with the Company as in effect before the Change of In Control, or (2) by Employee within twelve (12) months after the effective date of a Change of Control Executive's titles or offices as a result of a Constructive Termination, then (a) Successor shall pay Employee a lump sum cash payment equal to the Severance Amount within 10 business days after the termination of employment; (b) Successor shall make available to Employee, at Employee's cost and expense, medical and other insurance coverage at a level and to the extent required by COBRA; and (c) any outstanding options held by Employee that remain unvested as of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and in effect immediately prior to the occurrence Change In Control are substantially diminished or the Executive is removed from or not reelected to any of such positions, or any other action is taken by the Company or any of its affiliates which results in a diminution in the Executive's position, authority, or principal duties or responsibilities other than an event otherwise terminating insubstantial and inadvertent act that is remedied by the options. Notwithstanding Company promptly after receipt of notice given thereof by the Executive, except any such assignment, action or change resulting from the Executive's termination of employment for Cause, or from the Executive's Disability (as hereinafter defined) or death; provided, however, that notwithstanding the foregoing, in no event shall a termination of employment be considered to be for "Good Reason" if, at the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(i) time of the Internal Revenue Code termination, the Executive shall have had a position with a title, level of 1986, as amended (an "Excess Parachute Payment"), then the payments to Employee under this Section 2 shall be limited to an amount equal duties and responsibilities substantially similar to the maximum amount that could be paid to Employee so that no such amountExecutive's title, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject duties and responsibilities immediately prior to the terms of this Section 2Change In Control (but disregarding, Employee shall not be entitled to receive except for (i) the Company's Chairman, President and Chief Executive Officer or (ii) the Corporate Senior Vice Presidents -- General Counsel, Human Resources, Chief Financial Officer and Corporate Development, any other compensation or benefits under this Agreement changes as a result of the termination Company no longer being publicly traded or becoming a subsidiary, and any changes to conform titles to those of Employee's employment following a equivalent positions in an affiliate of the Company); (2) either the compensation or benefit entitlement of the Executive as in effect immediately prior to the Change of In Control or Constructive Terminationas increased following the Change In Control is substantially reduced; (3) the Company requires the Executive without the Executive's express written consent to be based anywhere other than the Company's location where the Executive is principally employed or another location that is not more than fifty (50) miles from the location where the Executive is principally employed immediately prior to the Change In Control, except for required travel on the Company's business to an extent substantially consistent with the Executive's business travel obligations in effect immediately prior to the Change In Control; (4) any failure by the Company to obtain an express written assumption of this Agreement from any successor to or assign of the Company; or (5) if the Executive is, on the date the Change In Control occurs, (i) the Company's Chairman, President and Chief Executive Officer or (ii) a Corporate Senior Vice President, the Executive elects for any reason to terminate his employment during the thirty-day period commencing one year after the date of the Change In Control. In the case of events described in (1) through (4), the Executive shall not be deemed to have waived a claim of Good Reason as a result of the passage of no more than 180 days between the occurrence of the event and the assertion of such claim.

Termination Following Change in Control. In If, during the event of the occurrence of Constructive Termination Employment Period and within twelve (12) months after the effective date of following a Change in Control, Employee maythe Trust (or its successor) terminates the Executive’s employment without Cause pursuant to Section 5(b) or the Executive terminates his employment for Good Reason pursuant to Section 5(c), the Executive shall be entitled to receive, in addition to the items referenced in Section 6(a) and in lieu of any benefits described in Section 6(c), the following: (i) continued payment of his Base Salary, at Employee's optionthe rate in effect on his last day of employment, terminate Employee's employment due to Constructive Termination unless Employee has entered into an employment agreement with Successorfor a period of thirty-six (36) months (the “Control Change Severance Payment”). Such termination The Control Change Severance Payment shall be effective upon Employee giving notice paid in approximately equal installments on the Trust’s regularly scheduled payroll dates, subject to Successor. In all legally required payroll deductions and withholdings for sums owed by the event of Executive to the Company Group; (ii) continued payment by the Trust for the Executive’s life and health insurance coverage during the thirty-six (36) month severance period referenced in Section 6(d)(i) to the same extent that the Trust paid for such coverage immediately prior to the termination of Employee's the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the thirty-six (136) by Successor within twelve (12) months month severance period, the Trust thereafter shall be obliged only to pay to the Executive an amount which, after the effective date of a Change of Controlreduction for income and employment taxes, or (2) by Employee within twelve (12) months after the effective date of a Change of Control as a result of a Constructive Termination, then (a) Successor shall pay Employee a lump sum cash payment is equal to the Severance Amount employer premiums for such insurance for the remainder of such severance period; (iii) vesting as of the last day of his employment in any unvested portion of any option and any restricted shares previously issued to the Executive by the Company Group; and (iv) a bonus equal to three (3) times the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and (y) the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within 10 business sixty (60) days after following the end of the fiscal year in which such termination occurs. (v) None of the benefits described in this Section 6(d) will be payable unless the Executive has signed and delivered a general release (attached hereto as Exhibit A) within 45 days of date of termination, which has (and not until it has) become irrevocable, satisfactory to the Trust in the reasonable exercise of its discretion, releasing the Company Group and its affiliates, including their respective officers, trustees, members, partners, directors and employees, from any and all claims or potential claims arising from or related to the Executive’s employment or termination of employment; . (bvi) Successor For purposes of this Agreement, a “Change in Control” shall make available to Employee, at Employee's cost and expense, medical and other insurance coverage at a level and to the extent required by COBRA; and (c) mean any outstanding options held by Employee that remain unvested as of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoing, in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(i) of the Internal Revenue Code of 1986, as amended (an "Excess Parachute Payment"), then the payments to Employee under this Section 2 shall be limited to an amount equal to the maximum amount that could be paid to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject to the terms of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as a result of the termination of Employee's employment following a Change of Control or Constructive Termination.events:

Termination Following Change in Control. In the event of the occurrence of Constructive Termination within twelve (12) months after the effective date of a Change in Control, Employee may, at Employee's option, terminate Employee's employment due to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination shall be effective upon Employee giving notice to Successor. In the event of termination of Employee's employment (1) by Successor within twelve (12) months after the effective date of a Change of Control, or (2) by Employee within twelve (12) months after the effective date of a Change of Control as a result of a Constructive Termination, then (a) Successor shall pay Employee a lump sum cash payment equal Anything contained herein to the Severance Amount within 10 business days after the termination of employment; (b) Successor shall make available to Employee, at Employee's cost and expense, medical and other insurance coverage at a level and to the extent required by COBRA; and (c) any outstanding options held by Employee that remain unvested as of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoingcontrary notwithstanding, in the event that any payments under this Section 2 will be deemed the Executive resigns from his employment hereunder for Good Reason, the Board terminates the Executive’s employment hereunder without Cause or Executive’s employment terminates by reason of death or Disability, in each case, within the period commencing three months prior to constitute an "excess parachute payment" as defined a Change in Section 280G(b)(i) of Control and ending 24 months following the Internal Revenue Code of 1986, as amended Change in Control (an "Excess Parachute Payment"a “Change in Control Period”), then then, in lieu of any amount otherwise payable pursuant to Section 4.4.2, the payments Company shall pay or provide the Executive the Amounts and Benefits and, subject to Employee under this Section 2 shall be limited to 4.4.5, a severance payment as follows: (i) an amount equal to the maximum sum of (x) two times the Base Salary as then in effect (without taking into account any reduction therein that constitutes a basis for Good Reason), plus (y) an amount equal to two times the Executive’s target Incentive Bonus as then in effect (without taking into account any reduction therein that could constitutes a basis for Good Reason), with the aggregate amount due paid in a lump sum on the first payroll date on or following the 60th day after the Date of Termination; (ii) a pro-rated portion of the Incentive Bonus for the year during which the Date of Termination occurs based on the number of days the Executive serves the Company during such year and actual performance of the corporate goals for such Incentive Bonus, inclusive of any adjustments made by the Board that are applied to all other executive participants in the annual incentive program, such pro-rated Incentive Bonus to be paid in a lump sum at the same time related bonuses are paid to executives who continue to be employed by the Company and, in any event, in the calendar year following the year during which the Date of Termination occurs; (iii) During the COBRA Period, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall, in its sole discretion, either (A) continue to provide to the Executive and the Executive’s dependents, at the Company’s sole expense, or (B) reimburse the Executive and the Executive’s dependents for coverage under its group health plan (if any) at the same levels in effect on the Date of Termination; provided, however, that if (1) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the continuation coverage period to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), (2) the Company is otherwise unable to continue to cover the Executive or the Executive’s dependents under its group health plans, or (3) the Company cannot provide the benefit without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in any such case, an amount equal to each remaining subsidy shall thereafter be paid to Employee so that no such amountthe Executive in substantially equal monthly installments over the COBRA Period (or remaining portion thereof); (iv) The vesting and, along with all other payments to Employee by Successorif applicable, will be deemed to constitute an Excess Parachute Payment. Subject exercisability of each equity award granted to the terms Executive by the Company shall accelerate in respect of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as a result 100% of the termination shares of Employee's employment the Company common stock subject thereto effective as of the Date of Termination, provided, however, that if the Date of Termination occurs prior to the Sign-On RSUs, Initial Option and Initial RSUs being granted by the Company and if the Substitute Equity Awards have not been granted as of the Date of Termination, then in lieu of such vesting acceleration, the Company shall pay to the Executive $10,000,000, less withholding taxes, in a lump sum on the first payroll date on or following the 60th day after the Date of Termination; and (v) Outplacement services provided to the Executive by a Change reputable national outplacement service provider for up to two years following the Date of Control or Constructive Termination.

Termination Following Change in Control. In Executive shall be entitled to the event of the occurrence of Constructive Termination within twelve (12) months after the effective date of benefits described below if a Change in Control, Employee may, at Employee's option, terminate EmployeeControl shall have occurred and within three years of such Change in Control either (i) Executive terminates his employment upon making a determination (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith) that Executive's employment due to Constructive Termination unless Employee has entered into an status or employment agreement with Successor. Such termination shall be effective upon Employee giving notice to Successor. In the event of termination of Employee's employment (1) by Successor within twelve (12) months after the effective date of a Change of Controlresponsibilities have been materially and adversely affected thereby, or (2ii) his employment is terminated by Employee within twelve (12) months after the effective date of a Change of Control as a result of a Constructive Termination, then Huntington: (a) Successor Executive shall pay Employee a be entitled to receive after termination of his employment, his Minimum Annual Base Salary, through the termination date, as such phrase is defined in any employment agreement between Executive and Huntington, plus credit for any vacation accrued but not taken and the amount of any unpaid bonus, incentive compensation or any other benefit to which he is entitled to under any employment agreement between Executive and Huntington, if applicable. (b) If the Minimum Annual Base Salary payable pursuant to paragraph 2(a) above is less than three times the Minimum Annual Base Salary in effect for the year in which termination occurs, then in lieu of any payment of Minimum Annual Base Salary under paragraph 2(a) Executive shall be entitled to receive an amount equal to three times his Minimum Annual Base Salary in effect for the year in which his termination of employment occurs. (c) In addition to the amount paid pursuant to subparagraph (a) or (b) of this paragraph 2, Executive shall also be entitled to receive three times the average bonus or incentive compensation paid to him in respect of the three fiscal years preceding his termination of employment. (d) At Executive's option the amount payable under paragraphs 2(a) or (b), and paragraph 2(c) shall be paid to him in one lump sum cash payment within thirty days after termination of employment or in twenty-four equal consecutive monthly payments commencing on the first day of the month following termination of employment. (e) Huntington shall maintain for Executive's benefit until the earlier of (i) thirty-six months after termination of employment, or (ii) Executive's commencement of full-time employment with a new employer (the "Continuation Period"), all costs and expenses associated with providing a corporate automobile, all professional memberships, dues in all clubs in which Executive maintains membership, all life insurance, medical, health and accident, disability plans or programs and such other substantially similar benefits which Executive shall have been entitled to prior to termination, provided Executive's continued participation is permitted under the Severance Amount within 10 business days general terms of such plans and programs after the termination of employment; . In the event Executive's participation in any such plan or program is not permitted, Huntington will provide at no cost to Executive directly the benefits to which Executive would be entitled under such plans and programs. (bf) Successor Executive also shall be paid the aggregate of the increases in the single sum actuarial equivalents of Executive's vested accrued benefits under Huntington's retirement plan or any successor plan (hereinafter referred to as the "Pension Plan") and each nonqualified defined benefit pension plan sponsored by Huntington, including the supplemental executive retirement plan that would result if Executive were credited with three additional years of service and benefit service (as such terms are defined in the Pension Plan) and three additional years of age under such plans. (g) Without limiting the rights of Executive at law or in equity, if Huntington fails to make available any payment or provide any benefit required to Employeebe made or provided hereunder on a timely basis, Huntington will pay interest on the amount or value thereof at Employee's cost and expense, medical and other insurance coverage at a level and an annualized rate of interest equal to the extent required by COBRA; greater of (i) 12% or (ii) the prime commercial rate in effect of The Huntington National Bank or its successor from time to time. Such interest will be payable as it accrues on demand. Any change in such prime rate will be effective on and (c) any outstanding options held by Employee that remain unvested as of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoing, in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(i) of the Internal Revenue Code of 1986, as amended (an "Excess Parachute Payment"), then the payments to Employee under this Section 2 shall be limited to an amount equal to the maximum amount that could be paid to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject to the terms of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as a result of the termination of Employee's employment following a Change of Control or Constructive Terminationchange.

Termination Following Change in Control. In If, within the event of the occurrence of Constructive Termination within twelve (12) months after the effective date of two-year period following a Change in ControlControl Event, the Employee’s employment with the Company is terminated by the Company without Cause or by the Employee mayfor Good Reason, at then in lieu of the amounts and benefits payable pursuant to Section 5(a) above, the Company shall pay to the Employee's option, terminate or with respect to clause (5) below pay on the Employee's employment due to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination shall be effective upon Employee giving notice to Successor. In the event of termination of Employee's employment ’s behalf: (1) by Successor within twelve (12) months after any unpaid base salary the effective Employee has earned through the date of a Change of Controltermination, or (2) by any unpaid annual bonus that the Employee within twelve has earned with respect to a year ending prior to such termination, (123) months after the effective date of a Change of Control as a result of a Constructive Termination, then (a) Successor shall pay Employee a lump sum cash payment an amount equal to 18 months of the Severance Amount within 10 business days after Employee’s then current base salary paid, (4) the pro-rata portion of the Employee’s target bonus for the year of such termination of employment; employment (b) Successor shall make available to Employee, at Employee's cost and expense, medical and other insurance coverage at a level and to based on the extent required by COBRA; and (c) any outstanding options held by Employee that remain unvested as number of completed days through the date of termination shall become fully vested and exercisable as of termination), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoingtermination, in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(i(5) of the Internal Revenue Code of 1986, as amended (an "Excess Parachute Payment"), then the payments to Employee under this Section 2 shall be limited to an amount equal to the maximum amount that could Employee’s target bonus for the year of termination, (6) the costs of COBRA continuation coverage or similar coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier of (A) the date which is 18 months after the date of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. The amounts described in this Section 6(b), other than those described in clause (7), shall be paid to the Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject to the terms of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as in a result lump sum within 5 days of the termination of the Employee's ’s employment following with the Company. No amount shall be payable and no benefits shall be provided pursuant to this Section 6(b) until the Employee has executed a Change of Control or Constructive Terminationrelease and waiver agreement (substantially in the form attached hereto as Schedule B) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee.

Termination Following Change in Control. In the event there is a Change in Control of the occurrence of Constructive Termination Company, as defined in Section 2.6, during the Term, and: (a) within twelve (12) the period commencing three months after prior to the effective date of a Change in Control and ending six months following the date of the Change in Control (the “Firm Term”), the Officer’s employment hereunder is terminated by the Company other than for Cause, as defined in Section 2.4; or (b) within the Firm Term, the Officer resigns from his employment hereunder upon thirty days written notice given to the Company within thirty days following a material change in the Officer’s title, authorities or duties, in effect immediately prior to the Change in Control, Employee may, at Employee's option, terminate Employee's employment due a reduction in the compensation or a reduction in benefits provided pursuant to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination shall be effective upon Employee giving notice this Agreement or the Compensation and Benefit Plans below the amount of compensation and benefits in effect immediately prior to Successor. In the event of termination of Employee's employment (1) by Successor within twelve (12) months after the effective date of a Change of in Control, or (2) by Employee within twelve (12) months after a change of the effective date Officer’s principal place of employment without his consent to a Change of Control as a result of a Constructive Terminationcity more than 25 miles from Springfield, Illinois, then (a) Successor the Officer shall pay Employee a lump sum cash payment equal have no further obligation to the Severance Amount within 10 business days after Company hereunder, except the termination of employment; (b) Successor duty not to disclose Confidential Information in accordance with Section 1.5, and the Company shall make available to Employee, at Employee's cost and expense, medical and other insurance coverage at a level and have no further obligation to the extent required by COBRA; and (c) any outstanding options held by Employee that remain unvested as of Officer hereunder from the date of termination shall become fully vested except (i) to pay to the Officer the salary payments described in Section 1.2, in the amount in effect on the date of termination, for a period of twelve months from the date of termination, (ii) to pay to the Officer any other benefits due under the Compensation and exercisable as Benefit Plans for a period of twelve months from the date of termination of Employee's employment with Successor and prior (iii) to pay to the occurrence Officer reasonable expenses of an event otherwise terminating out placement within the options. Notwithstanding financial institutions industry during the foregoingtwelve month period following the date of termination; provided, however, out placement expenses shall be paid only upon actually incurring such expenses and Officer’s furnishing of evidence thereof to the Company and shall not include moving or relocation expenses and provided, however, that any benefit to be provided by a Compensation and Benefits Plan may be provided by the Company through cash of equivalent value or through a nonqualified arrangement or arrangements if, in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(i) judgment of the Internal Revenue Code Company, permitting the Officer to participate in such plan after the date of 1986, as amended (an "Excess Parachute Payment"), then termination would adversely affect the payments to Employee under this Section 2 shall be limited to an amount equal to the maximum amount that could be paid to Employee so that no tax status of such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject to the terms of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as a result of the termination of Employee's employment following a Change of Control or Constructive Terminationplan.

Termination Following Change in Control. In the event (a) If any of the occurrence of Constructive Termination within twelve (12) months after the effective date of events described in Section 1 hereof constituting a Change in ControlControl of the Company shall have occurred, Employee may, at Employee's option, terminate Employeethe Executive shall be entitled to the benefits set forth herein upon any termination by the Company of the Executive's employment due with the Company and its subsidiaries within two years following a Change in Control for any reason except any of the following: (i) Termination by reason of the Executive's death, provided the Executive has not previously given a "Notice of Termination" pursuant to Constructive Section 4; (ii) Termination unless Employee by reason of the Executive's "disability," provided the Executive has entered into an employment agreement with Successornot previously given a "Notice of Termination" pursuant to Section 4. Such termination For the purposes of this Agreement, "disability" shall be effective upon Employee giving notice defined as the Executive's inability by reason of illness or other physical or mental disability to Successorperform the principal duties required by the position held by the Executive at the inception of such illness or disability for any consecutive 180-day period. In A determination of "disability" shall be subject to the event of termination of Employee's employment (1) by Successor within twelve (12) months after the effective date certification of a Change qualified medical doctor agreed to by the Company and the Executive or, in the Executive's incapacity to designate a doctor, the Executive's legal representative. If the Company and the Executive cannot agree on the designation of Controla doctor, each party shall nominate a qualified medical doctor and the two doctors shall select a third doctor; the third doctor shall make the determination as to "disability"; (iii) Termination by reason of retirement in accordance with and under the Company's Employee Retirement Income Plan -- Salaried Plan, or such of the Company's other salaried employee tax-qualified retirement plans in which the Executive participates (2or any plans in substitution thereof) by Employee within twelve (12) months after the effective date of a Change of Control as a result of a Constructive Termination, then (a) Successor shall pay Employee a lump sum cash payment equal to the Severance Amount within 10 business days after the termination of employment; (b) Successor shall make available to Employee, at Employee's cost and expense, medical and other insurance coverage at a level and to the extent required by COBRA; and (c) any outstanding options held by Employee that remain unvested as of in effect on the date of termination this Agreement (collectively, the "Retirement Plan"), provided the Executive has not previously given Notice of Termination pursuant to Section 4; or (iv) Termination by the Company for "Cause". For purposes of this Agreement, "Cause" shall become fully vested and exercisable as mean (A) any act or acts by the Executive constituting a felony under applicable law; (B) any act or acts of gross dishonesty or gross misconduct on the Executive's part which result or are intended to result directly or indirectly in gain or personal enrichment at the expense of the date Company or its subsidiaries to which the Executive is not legally entitled; or (C) any material violation by the Executive of termination of Employeehis or her obligations under this Agreement (other than any violation resulting from the Executive's employment with Successor incapacity due to physical or mental illness), which violation is demonstrably willful and prior deliberate on the Executive's part and which results in material damage to the occurrence business or reputation of an event otherwise terminating the optionsCompany or its subsidiaries. Notwithstanding the foregoing, the employment of the Executive shall in the no event that any payments under this Section 2 will be deemed to constitute have been terminated by the Company for "Cause" if termination of his or her employment by the Company took place: (i) as the result of bad judgment or negligence on the part of the Executive other than gross negligence; (ii) because of an "excess parachute payment" act or omission believed by the Executive in good faith to have been in or not opposed to the interests of the Company and its subsidiaries; (iii) for any act or omission in respect of which a determination could properly be made that the Executive met the applicable standard of conduct prescribed for indemnification or reimbursement or payment of expenses under the charter or bylaws of the Company or the laws of the state of incorporation of the Company, in each case as in effect at the time of such act or omission; (iv) as the result of an act or omission which occurred more than twelve calendar months prior to the Executive's having been given Notice of Termination (as defined in Section 280G(b)(ibelow) for such act or omission unless the commission of such act or omission could not at the time of such commission or omission have been known to a member of the Internal Revenue Code Board (other than the Executive, if he or she is then a member of 1986, as amended (an "Excess Parachute Payment"the Board), then in which case more than twelve calendar months from the payments date that the commission of such act or such omission was or could reasonably have been so known; or (v) as the result of a continuing course of action which commenced and was or could reasonably have been known to Employee under this Section 2 shall be limited to an amount equal a member of the Board (other than the Executive) more than twelve calendar months prior to the maximum amount that could be paid to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject to the terms Executive having been given Notice of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as a result of the termination of Employee's employment following a Change of Control or Constructive Termination.

Termination Following Change in Control. In If the event of Company terminates your employment with the occurrence of Company without Cause (as defined below), or if there is a Constructive Termination (as defined below), in each case, at any time on or within twelve (12) months after a Change in Control, and if you provide the Company with a signed general release of all claims and do not revoke such release, the form of which shall be reasonably acceptable to the Company, the Company shall provide you with the following severance benefits: (i) the Cash Payment, which Cash Payment shall be payable in substantially equal monthly installments over the twelve- (12)-month period commencing on your termination date, such that the Cash Payment is fully paid on the Severance Period Termination Date; (ii) in the event that you elect to receive continued health benefits pursuant to COBRA, the Company shall pay the cost of your applicable COBRA premiums until the earlier of: (x) the Severance Period Termination Date or (y) the date you are first covered under any comparable group health plan and (iii) on your date of termination, you shall immediately become 100% vested with respect to any options to purchase Common Stock that you then hold and/or any restrictions with respect to restricted shares or restricted share units of Common Stock that you then hold shall immediately lapse; provided, however, that if the Company terminates your employment following the effective date of a Change in ControlControl described in clause (e)(2) below but you accept employment with the Company’s successor or acquiror within thirty (30) days after the effective date of the Change in Control on terms and conditions not less favorable to you than those contained in this Agreement, Employee mayyou shall not be entitled to any severance benefits under this clause (c); and provided further, that if your employment is thereafter terminated by the successor or acquiror without Cause, or if there is a Constructive Termination, at Employee's option, terminate Employee's employment due to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination shall be effective upon Employee giving notice to Successor. In the event of termination of Employee's employment (1) by Successor any time within twelve (12) months after the effective date of a Change of Control, or (2) by Employee within twelve (12) months after the effective date of a Change of Control as a result of a Constructive Termination, then (a) Successor shall pay Employee a lump sum cash payment equal to the Severance Amount within 10 business days after the termination of employment; (b) Successor shall make available to Employee, at Employee's cost and expense, medical and other insurance coverage at a level and to the extent required by COBRA; and (c) any outstanding options held by Employee that remain unvested as of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to following the occurrence of an event otherwise terminating the options. Notwithstanding the foregoingChange in Control, in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(i) of the Internal Revenue Code of 1986, as amended (an "Excess Parachute Payment"), then the payments to Employee under this Section 2 you shall be limited to an amount equal entitled to the maximum amount severance benefits described above in this clause (c). You understand and agree that could be paid to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject to the terms of this Section 2, Employee you shall not be entitled to receive any other severance pay, severance benefits or any other compensation or benefits other than as set forth in this paragraph in the event of such a termination, other than as required under applicable law. You and the Company hereby understand and agree that during the period that the severance benefits referred to in this Agreement as a result paragraph are payable to you, you shall not be an employee of the termination Company for any purpose, including, without limitation, for the purpose of Employee's employment following a Change of Control or Constructive Terminationdetermining the Company’s payroll tax and withholding obligations.

Termination Following Change in Control. In the event of the occurrence of Constructive Termination If, within twelve (12) months after the effective date consummation of a Change in ControlControl (as such term is defined in Section 7(e)(i)), Employer terminates Employee’s employment without Just Cause or Employee may, at Employee's option, terminate Employee's terminates his employment due to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination shall be effective upon Employee giving notice to Successor. In the event of termination of Employee's employment (1) by Successor within twelve (12) months after the effective date of a Change of Control, or (2) by Employee within twelve (12) months after the effective date of a Change of Control Employer Agreement as a result of a Constructive TerminationGood Reason (as such term is defined in Section 7(e)(ii)); and, then in either event, if Employee executes a Release within the time period set forth therein (abut in no event later than forty-five (45) Successor shall pay Employee a lump sum cash payment equal to the Severance Amount within 10 business days after the termination of employment; (bdate) Successor and allows such Release to become effective in accordance with its terms, then Employee shall make available to Employee, at Employee's cost and expense, medical and other insurance coverage at a level and be entitled to the extent required by COBRA; and following in lieu of any severance compensation or benefits set forth in Section 7(c): (ci) any outstanding options held by Employee that remain unvested as of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoing, in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" all Accrued Compensation (as defined in Section 280G(b)(i7(a) herein); (ii) severance, payable in accordance with the Employer’s standard payroll practices, equal to Employee’s then current base salary (exclusive of any bonus pursuant to Section 3 herein or other variable compensation) for 12 months commencing with the first payroll period following the effectiveness of the Internal Revenue Code Release (the “Change in Control Severance Period”); (iii) all stock option grants and any restricted stock grants then held by Employee shall be subject to accelerated vesting such that all unvested shares shall be accelerated and deemed fully vested as of 1986Employee’s last day of employment; and (iv) if the Employee elects continued health care coverage under COBRA and timely pays his or her portion of the applicable premiums, the COBRA Premium Payment benefits provided for in Section 7(c)(iii) shall commence on the first day of the Change in Control Severance Period and continue until the earlier of (i) the last day of the Change in Control Severance Period; (ii) the date on which the Employee or qualified beneficiary, as amended applicable, becomes enrolled in the group health insurance plan of another employer, or (an "Excess Parachute Payment")iii) the date on which the Employee or qualified beneficiary, then as applicable, becomes entitled to Medicare after the payments to Employee under this Section 2 shall be limited to an amount equal to the maximum amount that could be paid to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute PaymentCOBRA election. Subject to If the terms of any benefit plan referred to in this Section 2section do not permit continued participation by Employee, then Employer will arrange for other coverage providing substantially similar benefits at the same contribution level of Employee. Employee’s disability insurance coverage will end upon his last day of active employment and Employee shall not be entitled to receive any other compensation may port or benefits under this Agreement as a result convert the basic life insurance coverage within 31 days of the termination date as provided under the terms of Employee's employment following a Change of Control or Constructive Terminationthe policy.

Termination Following Change in Control. In the event (a) If any of the occurrence of Constructive Termination within twelve (12) months after the effective date of events described in paragraph 1 hereof constituting a Change in ControlControl of the Company shall have occurred, Employee may, at Employee's option, terminate Employeethe Executive shall be entitled to the benefits provided in paragraph 4 hereof upon the subsequent termination of the Executive's employment within the applicable period set forth in paragraph 4 hereof following such Change in Control unless such termination is (i) due to Constructive Termination unless Employee has entered into an the Executive's death after the Window Period referred to below or Retirement (as hereinafter defined)(other than Early Retirement during the Window Period, as hereinafter defined); or (ii) by the Company or a Subsidiary by reason of the Executive's Disability or for Cause (as hereinafter defined); or (iii) by the Executive other than for Good Reason (as hereinafter defined). (b) If following a Change in Control the Executive's employment agreement with Successor. Such termination is terminated by reason of the Executive's death after the Window Period, Retirement (other than Early Retirement during the Window Period) or Disability, the Executive shall be effective upon Employee giving notice entitled to Successordeath, retirement or disability benefits, as the case may be, from the Company no less favorable than those benefits to which the Executive would have been entitled had the death, Retirement or termination for Disability occurred during the six (6) month period prior to the Change in Control. In If prior to any such termination for Disability, the event of termination of EmployeeExecutive fails to perform the Executive's employment (1) by Successor within twelve (12) months after the effective date of a Change of Control, or (2) by Employee within twelve (12) months after the effective date of a Change of Control duties as a result of a Constructive Terminationincapacity due to physical or mental illness, then the Executive shall continue to receive the Executive's Base Salary (a) Successor shall pay Employee a lump sum cash payment equal as hereinafter defined), less any benefits as may be available to the Severance Amount within 10 business days after Executive under the termination of employment; (b) Successor shall make available to EmployeeCompany's or Subsidiary's disability plans, at Employeeuntil the Executive's cost and expense, medical and other insurance coverage at a level and to the extent required by COBRA; and employment is terminated for Disability. (c) any outstanding options held by Employee that remain unvested as of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoing, in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(i) of the Internal Revenue Code of 1986, as amended (an "Excess Parachute Payment"), then the payments to Employee under this Section 2 shall be limited to an amount equal to the maximum amount that could be paid to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject to the terms of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as a result of the termination of Employee's employment If following a Change in Control the Executive's employment shall be terminated by the Company or a Subsidiary for Cause or by the Executive other than for Good Reason, the Company shall pay (subject to any applicable payroll or other taxes required to be withheld) to the Executive the Executive's Base Salary through the Date of Control Termination (as hereinafter defined), and the Company or Constructive Terminationa Subsidiary shall have no further obligations to the Executive under this Agreement. This paragraph 3(c) shall not apply to a termination of the Executive's employment by the Company or a Subsidiary by reason of Death, Retirement or Disability. (d) For purposes of this Agreement:

Termination Following Change in Control. In the event of the occurrence of Constructive Termination within twelve (12) months after the effective date of If a “Change in Control”, Employee mayas defined in Section 8(e)(i), at Employee's optionshall have occurred and within 13 months following such Change in Control the Company terminates your employment other than for Disability under Section 8(a) or Cause under Section 8(b), or you terminate Employee's your employment due for Good Reason, as that term is defined in Section 8(e)(vii), then the Company shall be obligated to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination pay, maintain or reimburse you the items enumerated in (ii) through (v) below, which obligation shall be effective only upon Employee giving notice your prior execution and delivery to Successor. In the event Company of termination a release (and the expiration of Employee's employment any period during which you could lawfully revoke or rescind such release) of the Company and its officers, directors, employees, subsidiaries and affiliates, except for claims based on the Company’s failure to pay or provide to you the items enumerated below in (1ii) by Successor within twelve through (12ix) months below. (i) A “Change in Control” shall be deemed to have occurred if and when, after the effective date hereof, (A) any “person” (as that term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on the date hereof), including any “group” as such term is used in Section 13(d)(3) of the Exchange Act on the date hereof, shall acquire (or disclose the previous acquisition of) beneficial ownership (as that term is defined in Section 13(d) of the Exchange Act and the rules thereunder on the date hereof) of shares of the outstanding stock of any class or classes of the Company which results in such person or group possessing more than 50% of the total voting power of the Company's outstanding voting securities ordinarily having the right to vote for the election of directors of the Company (“a Majority Ownership Change”); or (B) as the result of, or in connection with, any tender or exchange offer, merger or other business combination, or any combination of the foregoing transactions (a “Stock Transaction”), the owners of the voting shares of the Company outstanding immediately prior to such Transaction own less than a majority of the voting shares of the Company after the Transaction; or (C) during any period of two consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute the Board of Directors of the Company (or who take office following the approval of a majority of the directors then in office who were directors at the beginning of the period) cease for any reason to constitute a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors of the Company representing at least one-half of the directors then in office who were directors at the beginning of the period (a “Majority Board Change”); or (D) the sale, exchange, transfer, or other disposition of all or substantially all of the assets of the Company (an “Asset Transaction”) shall have occurred. (ii) You shall be entitled to the unpaid portion of your Basic Salary plus credit for any vacation accrued but not taken and the amount of any earned but unpaid portion of any bonus, incentive compensation, or any other Fringe Benefit to which you are entitled under this Agreement through the date of a Change of Control, or (2) by Employee within twelve (12) months after the effective date of a Change of Control termination as a result of a Constructive TerminationChange in Control (the “Unpaid Earned Compensation”), then plus 1.5 times your “Average Annualized Includible Compensation” as defined in this Section 8(e)(ii) (athe “Salary Termination Benefit”). “Average Annualized Includible Compensation” shall mean 20% of the total of your base salary and any incentive bonus compensation paid to you by the Company, whether in cash or stock or a combination thereof, and includible in your gross income during the most recent five taxable years ending before the date on which the Change in Control occurred (or such portion of such period during which you performed services for the Company), but Average Annualized Includible Compensation shall not include the value of any stock options granted or exercised, restricted stock awards granted or vested, contributions to 401(k) Successor shall pay Employee a lump sum cash payment equal to or other qualified plans, the Severance Amount within 10 business days after the termination value of employment; (b) Successor shall make available to Employeeany medical, at Employee's cost and expensedental, medical and or other insurance coverage at a level and benefits, or other fringe benefits or perquisites paid or provided to the extent required by COBRA; and (c) any outstanding options held by Employee that remain unvested as of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the optionsyou. Notwithstanding the foregoing, in no case shall the event that any payments under this Section 2 will be deemed Salary Termination Benefit payable to constitute an "excess parachute payment" as defined in Section 280G(b)(iyou exceed one-half of one percent (0.5%) of the Internal Revenue Code “Aggregate Valuation” at the time of 1986, as amended (an "Excess Parachute Payment"), then the payments to Employee under this Section 2 shall be limited to an amount equal to the maximum amount that could be paid to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject to the terms of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as a result of the termination of Employee's employment following a Change of in Control or Constructive Termination.where:

Termination Following Change in Control. In (a) If a Change in Control (as defined in Section 2(b) of this Agreement) shall occur and if thereafter, at any time during the event term of this Agreement, the Executive shall be involuntarily terminated or there shall be: (i) any reduction in title or a reduction in the Executive's responsibilities or authority with respect to Peoples, including such responsibilities and authority as the same may be increased at any time during the term of this Agreement, or the assignment to the Executive of duties inconsistent with the Executive's prior status as an officer of Peoples; (ii) any reassignment of the Executive which requires the Executive to move his principal residence; (iii) any removal of the Executive from office or any adverse change in the terms and conditions of the Executive's employment, except for any termination of the Executive's employment under the provisions of Section 1(b) hereof; (iv) any reduction in the Executive's annual base salary as in effect on the date hereof or as the same may be increased from time to time; (v) any failure of Peoples to provide the Executive with benefits at least as favorable as those enjoyed by the Executive under any of the pension, life insurance, medical, health, accident, disability or other employee benefit plans of Peoples (or any affiliated company) in which the Executive participated at the time of the Change in Control, or the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control, unless such reduction is part of a reduction applicable to all employees; (vi) any failure to obtain a satisfactory agreement from any successor to assume and agree to perform under this Agreement, as contemplated in Section 11(a) hereof; (vii) any material change in the legal relationship between Peoples and the Bank; or (viii) any material breach of this Agreement on the part of Peoples; then, at the option of the Executive, exercisable by the Executive within one hundred twenty (120) days of the occurrence of Constructive Termination within twelve each and every of the foregoing enumerated events, the Executive may resign from employment with Peoples (12or, if involuntarily terminated, give notice of intention to collect benefits under this Agreement) months after by delivering a notice in writing (the effective date "Notice of a Termination") to Peoples, and the provisions of Section 3 of this Agreement shall apply. (b) As used in this Agreement, "Change in Control, Employee may, at Employee's option, terminate Employee's employment due to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination shall be effective upon Employee giving notice to Successor. In the event " means a change of termination of Employee's employment (1) by Successor within twelve (12) months after the effective date control of a Change of Control, or (2) by Employee within twelve (12) months after the effective date of a Change of Control as a result of a Constructive Termination, then (a) Successor shall pay Employee a lump sum cash payment equal nature that would be required to the Severance Amount within 10 business days after the termination of employment; (b) Successor shall make available be reported in response to Employee, at Employee's cost and expense, medical and other insurance coverage at a level and to the extent required by COBRA; and (c) any outstanding options held by Employee that remain unvested as of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoing, in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(iItem 6(e) of Schedule 14A of Regulation 14A promulgated under the Internal Revenue Code Securities Exchange Act of 19861934, as amended (an the "Excess Parachute PaymentExchange Act"), as enacted and in force on the date hereof, whether or not Peoples is then the payments subject to Employee under this Section 2 such reporting requirement; provided, however, that, without limitation, such a Change in Control shall be limited to an amount equal to the maximum amount that could be paid to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject to the terms of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as a result of the termination of Employee's employment following a Change of Control or Constructive Termination.have occurred if:

Termination Following Change in Control. In Executive shall be entitled to the event of the occurrence of Constructive Termination within twelve (12) months after the effective date of benefits described below if a Change in Control, Employee may, at Employee's option, terminate EmployeeControl shall have occurred and within three years of such Change in Control either (i) Executive terminates his employment upon making a determination (which determination will be conclusive and binding upon the parties to this Agreement provided it has been made in good faith) that Executive's employment due to Constructive Termination unless Employee has entered into an status or employment agreement with Successor. Such termination shall be effective upon Employee giving notice to Successor. In the event of termination of Employee's employment (1) by Successor within twelve (12) months after the effective date of a Change of Controlresponsibilities have been materially and adversely affected thereby, or (2ii) his employment is terminated by Employee within twelve (12) months after the effective date of a Change of Control as a result of a Constructive Termination, then Corporation: (a) Successor Executive shall pay Employee a be entitled to receive an amount equal to three times his Minimum Base Compensation in effect for the year in which his termination of employment occurs. Executive shall also be entitled to receive three times the average bonus or incentive compensation paid to him in respect of the three fiscal years (or such lesser number of years as Executive has been employed by the Corporation) preceding his termination of employment. At Executive's option the amount payable under this paragraph 2(a) shall be paid to him in one lump sum cash payment within thirty days after termination of employment or in twenty-four equal consecutive monthly payments commencing on the first day of the month following termination of employment. (b) The Corporation shall maintain for Executive's benefit until the earlier of (i) thirty-six months after termination of employment, or (ii) Executive's commencement of full-time employment with a new employer (the "Continuation Period"), all costs and expenses associated with providing a corporate automobile, all professional memberships, dues in all clubs in which Executive maintains membership, all life insurance, medical, health and accident, disability plans or programs and such other substantially similar benefits which Executive shall have been entitled to prior to termination, provided Executive's continued participation is permitted under the Severance Amount within 10 business days general terms of such plans and programs after the termination of employment; (b) Successor shall make available . In the event Executive's participation in any such plan or program is not permitted, the Corporation will provide at no cost to Employee, at Employee's cost Executive directly the benefits to which Executive would be entitled under such plans and expense, medical and other insurance coverage at a level and to the extent required by COBRA; and programs. (c) Executive also shall be paid the aggregate of the increases in the single sum actuarial equivalents of Executive's vested accrued benefits under the Corporation's retirement plan or any outstanding successor plan (the "Pension Plan") and each nonqualified defined benefit pension plan sponsored by the Corporation, including any supplemental executive retirement plan that would result if Executive were credited with three additional years of service and benefit service and three additional years of age under such plans. (d) Executive shall be entitled to all shares of stock and stock options of the Corporation owned by Executive or promised by the Corporation to Executive, including without limitation all stock pledged, held by Employee that remain unvested in escrow, stock options, warrants or other rights to own or purchase stock in the Corporation, released of any escrow, forfeiture, or vesting provisions. (e) Without limiting the rights of Executive at law or in equity, if the Corporation fails to make any payment or provide any benefit required to be made or provided under this Agreement on a timely basis, the Corporation will pay interest on the amount or value thereof at an annualized rate of interest equal to the greater of (i) 12% or (ii) the prime commercial rate in effect of the Corporation primary lender from time to time. Such interest will be payable as it accrues on demand. Any change in such prime rate will be effective on and as of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoing, in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(i) of the Internal Revenue Code of 1986, as amended (an "Excess Parachute Payment"), then the payments to Employee under this Section 2 shall be limited to an amount equal to the maximum amount that could be paid to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject to the terms of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as a result of the termination of Employee's employment following a Change of Control or Constructive Terminationchange.

Termination Following Change in Control. In If the event of Employee’s employment shall be terminated by the occurrence of Constructive Termination Company, with or without cause, during the Employment Period and within twelve (12) months after 180 days following the effective date of a Change in ControlControl pursuant to Section 7(f), in lieu of the obligations of the Company hereunder, all Employee’s rights and benefits provided for by this Agreement will terminate as of such date; provided, however, that Employee may, at Employee's option, terminate Employee's employment due to Constructive Termination unless Employee will be paid (i) any Incentive Compensation award that has entered into an employment agreement with Successor. Such termination shall be effective upon Employee giving notice to Successor. In been earned but that has not yet been paid; (ii) the event of termination unpaid amount of Employee's employment (1) by Successor within twelve (12) months after ’s Annual Base Salary earned through the effective date of such termination; and (iii) a Change of Control, or (2) by Employee within twelve (12) months after the effective date of a Change of Control as a result of a Constructive Termination, then (a) Successor shall pay Employee a lump sum cash payment equal to a pro rata portion of the target award under the Company’s Incentive Compensation Plan, for the period from the beginning of the period to which such target award pertains through the date of termination. Employee shall also be entitled to continuation of his then-current Annual Base Salary for a period of 24 months following the date of termination (“Severance Period”), subject to all applicable tax withholdings, such payments to be made in equal installments according to the normal payroll practices of the Company during the Severance Amount within 10 business days after the termination of employment; Period. Employee will also be entitled to extended health care benefits (bCOBRA) Successor shall make available to Employee, at Employee's cost and expense, medical and other insurance coverage at a level ’s expense and to the extent required Employee is qualified for such benefits as provided by COBRAlaw; and (c) any outstanding options held by Employee provided, however, that remain unvested as of the date of termination Company shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoing, in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(i) of the Internal Revenue Code of 1986, as amended (an "Excess Parachute Payment"), then the payments pay to Employee under this Section 2 shall be limited to an amount equal to the maximum amount that could be paid to Company’s portion of employee health care costs under the Company’s group health care plan as if Employee so that no were an active employee of the Company, such amount, along with all other payments to Employee be made concurrently with the salary continuation payments made during the Severance Period for so long as such coverage remains in effect as provided by Successor, will be deemed to constitute an Excess Parachute Payment. Subject to the terms of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as a result of the termination of Employee's employment following a Change of Control or Constructive Terminationlaw.”

Termination Following Change in Control. In the event of the occurrence of Constructive Termination If, within twelve (12) months after the effective date consummation of a Change in ControlControl (as such term is defined in Section 7(e)(i), Employee may, at Employee's option, terminate Employer terminates Employee's employment due to Constructive Termination unless without Just Cause or Employee has entered into an terminates his employment agreement with Successor. Such termination shall be effective upon Employee giving notice to Successor. In the event of termination of Employee's employment (1) by Successor within twelve (12) months after the effective date of a Change of Control, or (2) by Employee within twelve (12) months after the effective date of a Change of Control Employer Agreement as a result of a Constructive TerminationGood Reason (as such term is defined in Section 7(e)(ii) or Employee voluntarily terminates his employment within the first thirty (30) days following Change in Control subject to Employee’s providing written notice of voluntary termination during such period; and, then in either event, if Employee executes a Release which shall be reasonable in all particulars within the time period set forth therein (abut in no event later than forty-five (45) Successor shall pay Employee a lump sum cash payment equal to the Severance Amount within 10 business days after the termination of employment; (bdate) Successor and allows such Release to become effective in accordance with its terms, then Employee shall make available to Employee, at Employee's cost and expense, medical and other insurance coverage at a level and be entitled to the extent required by COBRA; and following in lieu of any severance compensation or benefits set forth in Section 7(c): (ci) any outstanding options held by Employee that remain unvested as of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoing, in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" all Accrued Compensation (as defined in Section 280G(b)(i7(a) herein); (ii) severance, payable in accordance with the Employer's standard payroll practices, of the Internal Revenue Code of 1986, as amended (an "Excess Parachute Payment"), then the payments to Employee under this Section 2 shall be limited to an amount equal to the maximum 24 months of Employee's then current base salary (exclusive of any bonus pursuant to Section 3 herein or other variable compensation), said amount that could to be paid in lump sum or, at the election of Employee, over a term of twenty-four (24) months commencing with the first payroll period following the effectiveness of the Release (the "Change in Control Severance Period"); (iii) all stock option grants and any restricted stock grants then held by Employee shall be subject to accelerated vesting such that all unvested shares shall be accelerated and deemed fully vested as of Employee's last day of employment; and (iv) if the Employee so that no such amountelects continued health care coverage under COBRA and timely pays his or her portion of the applicable premiums, along with all other payments the COBRA Premium Payment benefits provided for in Section 7(c)(iii) shall commence on the first day of the Change in Control Severance Period and continue until the earlier of (i) the last day of the Change in Control Severance Period; (ii) the date on which the Employee or qualified beneficiary, as applicable, becomes enrolled in the group health insurance plan of another employer, or (iii) the date on which the Employee or qualified beneficiary, as applicable, becomes entitled to Employee by Successor, will be deemed to constitute an Excess Parachute PaymentMedicare after the COBRA election. Subject to If the terms of any benefit plan referred to in this Section 2section do not permit continued participation by Employee, then Employer will arrange for other coverage providing substantially similar benefits at the same contribution level of Employee. Employee's disability insurance coverage will end upon his last day of active employment and Employee shall not be entitled to receive any other compensation may port or benefits under this Agreement as a result convert the basic life insurance coverage within 31 days of the termination date as provided under the terms of Employee's employment following a Change of Control or Constructive Terminationthe policy.

Termination Following Change in Control. In If the event of Company terminates the occurrence of Constructive Termination Executive's employment other than for Cause, Disability or death within twelve (12) months after the effective date of following a Change in Control, Employee may, at Employee's option, terminate Employee's or if the Executive terminates his or her employment due to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination shall be effective upon Employee giving notice to Successor. In the event of termination of Employee's employment (1) by Successor for Good Reason within twelve (12) months after the effective date of following a Change of in Control, or (2) by Employee within twelve (12) months after then notwithstanding anything to the effective date of a Change of Control as a result of a Constructive Terminationcontrary contained in any prior agreement, then the Executive shall be entitled to benefits described in subsections (a) Successor through (d) below, the distribution of which shall be subject to the provisions of Sections 5.4, 5.5 and 5.8: (a) The Company shall pay Employee to the Executive on the Termination Date, in a lump sum sum, in cash payment (less applicable withholdings): (i) the Accrued Obligations; (ii) the Executive's annual target bonus for the calendar year in which the termination occurred, pro-rated based upon the number of days during such calendar year that the Executive had been employed prior to the Termination Date; and (iii) an amount equal to one hundred fifty percent (150%) of the Severance Amount within 10 business days after the termination of employment; Executive's annual base salary and target bonus. (b) Successor During the Severance Period, the Company shall make available continue to Employee, at Employee's cost and expense, medical and other insurance provide coverage at a level and to the extent Executive in accordance with and subject to the terms of the applicable welfare benefit plans of the Company in effect on the Termination Date; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer, then the Company shall no longer be required by COBRAto provide those particular benefits to the Executive; and and (c) With respect to any outstanding stock options held granted to the Executive by Employee the Company prior to the Termination Date: (i) any such stock options that remain are unvested as of the date of termination Termination Date shall become fully vested and immediately exercisable effective as of the date Termination Date; and (ii) all such stock options shall remain exercisable by the Executive for ninety (90) days following the conclusion of termination the Severance Period but in no event beyond the maximum term of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the any such stock options. Notwithstanding The Executive acknowledges and agrees that the foregoing, in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(i) of the Internal Revenue Code of 1986, as amended (an "Excess Parachute Payment"), then the payments to Employee under this Section 2 shall be limited to an amount equal to the maximum amount that could be paid to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject to the terms provisions of this Section 2, Employee 5.1(d) shall not be entitled to receive cause any other compensation or benefits stock options which had previously been qualified as Incentive Stock Options under this Agreement as a result Section 422 of the termination of Employee's employment following a Change of Control or Constructive TerminationCode to become non-qualified options and lose, irrevocably, any tax-advantaged treatment previously available.

Termination Following Change in Control. In If the event of Company terminates the occurrence of Constructive Termination Executive's employment other than for Cause, Disability or death within twelve (12) months after the effective date of following a Change in Control, Employee may, at Employee's option, terminate Employee's or if the Executive terminates his or her employment due to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination shall be effective upon Employee giving notice to Successor. In the event of termination of Employee's employment (1) by Successor for Good Reason within twelve (12) months after the effective date of following a Change of in Control, or (2) by Employee within twelve (12) months after then notwithstanding anything to the effective date of a Change of Control as a result of a Constructive Terminationcontrary contained in any prior agreement, then the Executive shall be entitled to benefits described in subsections (a) Successor through (d) below, the distribution of which shall be subject to the provisions of Sections 5.4, 5.5 and 5.8: (a) The Company shall pay Employee to the Executive on the Termination Date, in a lump sum sum, in cash payment (less applicable withholdings): (i) the Accrued Obligations; (ii) the Executive's annual target bonus for the calendar year in which the termination occurred, pro-rated based upon the number of days during such calendar year that the Executive had been employed prior to the Termination Date; and (iii) an amount equal to one hundred percent (100%) of the Severance Amount within 10 business days after the termination of employment; Executive's annual base salary and target bonus. (b) Successor During the Severance Period, the Company shall make available continue to Employee, at Employee's cost and expense, medical and other insurance provide coverage at a level and to the extent Executive in accordance with and subject to the terms of the applicable welfare benefit plans of the Company in effect on the Termination Date; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer, then the Company shall no longer be required by COBRAto provide those particular benefits to the Executive; and and (c) With respect to any outstanding options held Awards granted to the Executive by Employee the Company prior to the Termination Date: (i) any Awards that remain are subject to time-based vesting and unvested as of the date of termination Termination Date shall become fully vested and immediately exercisable effective as of the date Termination Date; and (ii) all Awards that have an exercise period, including without limitation stock options, shall remain exercisable by the Executive for ninety (90) days following the conclusion of termination the Severance Period but in no event beyond the maximum term of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoing, any such Award; and (iii) any performance-based Awards shall have such terms as are set forth in the event grant agreement applicable thereto. The Executive acknowledges and agrees that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(i) of the Internal Revenue Code of 1986, as amended (an "Excess Parachute Payment"), then the payments to Employee under this Section 2 shall be limited to an amount equal to the maximum amount that could be paid to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject to the terms provisions of this Section 2, Employee shall not be entitled to receive 5.1(d) may cause any other compensation or benefits stock options which had previously been qualified as Incentive Stock Options under this Agreement as a result Section 422 of the termination of Employee's employment following a Change of Control or Constructive TerminationCode to become non-qualified options and lose, irrevocably, any tax-advantaged treatment previously available.

Termination Following Change in Control. In If, (x) during the event of the occurrence of Constructive Termination Employment Period and within twelve (12) 12 months after the effective date of following a Change in Control, Employee maythe REIT (or its successor) terminates the Executive’s employment without Cause pursuant to Section 5(b) or the Executive terminates his employment for Good Reason pursuant to Section 5(c), at Employee's optionor (y) the Executive, terminate Employee's by notice given under this clause (y) of this Section 6(d) during the 90 day period commencing on the three-month anniversary of the date of the Change in Control (the “Notice Period”), terminates his employment due to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such for any reason, which termination shall be effective upon Employee giving notice on the last day of the Notice Period, the Executive shall be entitled to Successor. In the event of termination of Employee's employment (1) by Successor within twelve (12) months after the effective date of a Change of Controlreceive, or (2) by Employee within twelve (12) months after the effective date of a Change of Control as a result of a Constructive Termination, then (a) Successor shall pay Employee a lump sum cash payment equal in addition to the Severance Amount within 10 business days after items referenced in Section 6(a), the termination of employmentfollowing: (i) the items referenced in Section 6(c); and (bii) Successor shall make available to EmployeeTax Gross-up Payment, at Employee's cost and expense, medical and other insurance coverage at a level and to the extent required by COBRA; and as follows: (cA) any outstanding options held by Employee that remain unvested as of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoing, in In the event that any payments payment made pursuant to Section 6(c) hereof or any insurance benefits, accelerated vesting, pro-rated bonus or other benefit payable to the Executive (under this Agreement or otherwise), (1) constitute “parachute payments” within the meaning of Section 2 will 280G (as it may be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(iamended or replaced) of the Internal Revenue Code of 1986, as amended (an "Excess the “Code”) (“Parachute Payment"Payments”) and (2) are subject to the excise tax imposed by Section 4999 (as it may be amended or replaced) of the Code (“the Excise Tax”), then the payments REIT shall pay to Employee the Executive an additional amount (the “Gross-Up Amount”) such that the net benefits retained by the Executive after the deduction of the Excise Tax (including interest and penalties) and any federal, or local income and employment taxes (including interest and penalties) upon the Gross-Up Amount shall be equal to the benefits that would have been delivered hereunder had the Excise Tax not been applicable and the Gross-Up Amount not been paid. (B) For purposes of determining the Gross-Up Amount: (1) Parachute Payments provided under arrangements with the Executive other than under any bonus or other incentive pay or stock plan or program of the REIT (collectively, the “Plan”) and this Agreement, if any, shall be taken into account in determining the total amount of Parachute Payments received by the Executive so that the amount of excess Parachute Payments that are attributable to provisions of the Plan and Agreement is maximized; and (2) the Executive shall be deemed to pay federal, state and local income taxes at the highest marginal rate of taxation for the Executive’s taxable year in which the Parachute Payments are includable in the Executive’s income for purposes of federal, state and local income taxation. (C) The determination of whether the Excise Tax is payable, the amount thereof, and the amount of any Gross-Up Amount shall be made in writing in good faith by a nationally recognized independent certified public accounting firm selected by the REIT and approved by the Executive, such approval not to be unreasonably withheld (the “Accounting Firm”). If such determination is not finally accepted by the Internal Revenue Service (or state or local revenue authorities) on audit, then appropriate adjustments shall be computed based upon the amount of Excise Tax and any interest or penalties so determined; provided, however, that the Executive in no event shall owe the REIT any interest on any portion of the Gross-Up Amount that is returned to the REIT. For purposes of making the calculations required by this Section 6(d)(v), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon. The REIT and the Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 2 6(d)(v). The REIT shall be limited to an amount equal bear all costs incurred in connection with the performance of the calculations contemplated by this Section 6(d)(v). The REIT shall pay the Gross-Up Amount to the maximum amount that could be paid to Employee so that Executive no such amount, along with all other payments to Employee by Successor, later than 60 days following receipt of the Accounting Firm’s determination of the Gross-Up Amount. (iii) None of the benefits described in this Section 6(d) will be deemed to constitute an Excess Parachute Payment. Subject payable unless the Executive has signed a general release which has become irrevocable, satisfactory to the terms REIT in the reasonable exercise of its discretion, releasing the Company Group, its affiliates including the REIT, and their officers, directors and employees, from any and all claims or potential claims arising from or related to the Executive’s employment or termination of employment. (iv) For purposes of this Agreement, a “Change in Control” shall mean any of the following events: (A) The ownership or acquisition (whether by a merger contemplated by Section 6(d)(vii)(B) below, or otherwise) by any Person (other than a Qualified Affiliate), in a single transaction or a series of related or unrelated transactions, of Beneficial Ownership of more than 50% of (1) the REIT’s outstanding common stock (the “Common Stock”) or (2) the combined voting power of the REIT’s outstanding securities entitled to vote generally in the election of directors (the “Outstanding Voting Securities”); (B) The merger or consolidation of the REIT with or into any other Person other than a Qualified Affiliate, if, immediately following the effectiveness of such merger or consolidation, Persons who did not Beneficially Own Outstanding Voting Securities immediately before the effectiveness of such merger or consolidation directly or indirectly Beneficially Own more than 50% of the outstanding shares of voting stock of the surviving entity of such merger or consolidation (including for such purpose in both the numerator and denominator, shares of voting stock issuable upon the exercise of then outstanding rights (including conversion rights), options or warrants) (“Resulting Voting Securities”), provided that, for purposes of this Section 26(d)(vii)(B), Employee shall not be entitled to receive any other compensation if a Person who Beneficially Owned Outstanding Voting Securities immediately before the merger or benefits under this Agreement consolidation Beneficially Owns a greater number of the Resulting Voting Securities immediately after the merger or consolidation than the number the Person received solely as a result of the termination of Employee's employment following merger or consolidation, such greater number will be treated as held by a Person who did not Beneficially Own Outstanding Voting Securities before the merger or consolidation, and provided further that such merger or consolidation would also constitute a Change of in Control or Constructive Termination.if it would satisfy the foregoing test if rights (including conversion rights), options and warrants were not included in the calculation;

Termination Following Change in Control. In the event of the occurrence of Constructive Termination within twelve (12) months after the effective date of a Change in Control, Employee may, at Employee's option, terminate Employee's employment due to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination shall be effective upon Employee giving notice to Successor. In the event of termination of Employee's your employment (1) by Successor the Company other than for Cause or by you for Good Reason within twelve (12) months after two years following the effective date consummation of a Change in Control (as defined in Section 5(d) below), in lieu of Control, any benefits otherwise payable to you under Section 5 of this Agreement and provided that no greater benefits are payable to you under a separate plan or (2) by Employee within twelve (12) months after the effective date of a Change of Control agreement as a result of a Constructive Terminationsuch Change in Control (in which case you may elect to receive the package of payments and benefits that are available to you under either this Agreement or the separate plan or agreement, then but not both), you shall be entitled to the following: (ai) Successor shall pay Employee a Final Compensation; (ii) A lump sum cash payment amount equal to 150% of your Base Salary in effect on the Severance Amount date of termination plus 150% of your target bonus amount for the year in which such termination occurs (provided, however, that if the target bonus amount for the year in which termination occurs has not yet been set, the actual bonus amount for the preceding year will be used in this calculation), which amounts will be paid in cash within 10 business fifteen (15) days after of the Effective Date of the Employee Release, as defined in Section 5(f) below, but in no event later than two and one-half months following the end of the fiscal year in which termination occurred; (iii) All of employment; the unvested CEO Gxxxxx and all other unvested Company equity awards that have been previously issued to you (bincluding any equity award of the surviving corporation) Successor shall make available to Employee, at Employee's cost and expense, medical and other insurance coverage at a level and to the extent required by COBRA; and (c) any outstanding options held by Employee that remain unvested become vested effective as of the date of termination such termination; (iv) For a period of twenty-four (24) months following the date of termination, you will be entitled to continue to participate in the Company’s medical, dental, disability and life insurance plans, subject to any employee contribution applicable to you on the date of termination; and your 401(k) plan will continue to vest, provided you are eligible to continue such participation and vesting under applicable law and plan terms. All other benefits shall become fully vested and exercisable as terminate in accordance with the terms of the applicable benefit plans based on the date of termination of Employee's employment with Successor your employment, without regard to any continuation of Base Salary or other payment to you following termination. For the avoidance of doubt, if it is permitted by applicable law and prior plan terms, you will be allowed to the occurrence of participate in such plans for this twenty-four (24) month period as if you were an event otherwise terminating the options. Notwithstanding the foregoingactive employee, and if such participation is not permitted, you may elect to participate in the event that any payments Company’s group health and dental plans under this Section 2 will be deemed to constitute an "excess parachute payment" the federal law known as defined “COBRA” for so long as you are so eligible. (Together, the pay and benefits set forth in Section 280G(b)(i) of the Internal Revenue Code of 1986, as amended (an "Excess Parachute Payment"Sections 5(c)(ii), then the payments 5(c)(iii) and 5(c)(iv) are sometimes referred to Employee under this Section 2 shall be limited to an amount equal to the maximum amount that could be paid to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject to the terms of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as a result of the termination of Employee's employment following a “Change of Control or Constructive TerminationBenefits”).

Termination Following Change in Control. In If, (x) during the event of the occurrence of Constructive Termination Employment Period and within twelve (12) months after the effective date of following a Change in Control, Employee may, at Employee's option, terminate Employeethe Company (or its successor) terminates the Executive's employment due without Cause pursuant to Constructive Termination unless Employee has entered into an Section 5(b) or the Executive terminates his employment agreement with Successor. Such for Good Reason pursuant to Section 5(c), or (y) the Executive, by notice given under this clause (y) of this Section 6(d) on or before the tenth (10th) business day following the Change in Control, terminates his employment for any reason, which termination shall be effective upon Employee giving notice on the sixtieth (60th) day following a Change in Control, the Executive shall be entitled to Successorreceive, in addition to the items referenced in Section 6(a), the following: (i) continued payment of his Base Salary, at the rate in effect on his last day of employment, for a period of twenty-four (24) months (the "Control Change Severance Payment"). In The Control Change Severance Payment shall be paid in approximately equal installments on the event of Company's regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Group; (ii) continued payment by the Company for the Executive's life, health and disability insurance coverage during the twenty-four (24) month severance period referenced in Section 6(d)(i) to the same extent that the Company paid for such coverage immediately prior to the termination of Employeethe Executive's employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (124) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; (iii) vesting as of the last day of his employment in any unvested portion of any stock option and any restricted stock previously issued to the Executive by Successor within twelve the Company Group; and (12iv) months after the effective date of a Change of Control, or bonus equal to two (2) by Employee within twelve times the greater of (12x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months after (or the effective date period of a Change of Control as a result of a Constructive Terminationthe Executive's employment if shorter), then and (ay) Successor shall pay Employee a lump sum cash payment equal the most recent bonus paid to the Severance Amount within 10 business days after the termination of employment; (b) Successor Executive. Such bonus shall make available to Employee, at Employee's cost and expense, medical and other insurance coverage at a level and be paid to the extent required by COBRA; and Executive within sixty (c60) any outstanding options held by Employee that remain unvested as days following the end of the date of fiscal year in which such termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoing, in occurs. (A) In the event that any payments Control Change Severance Payment, insurance benefits, accelerated vesting, pro-rated bonus or other benefit payable to the Executive (under this Agreement or otherwise), shall (1) constitute "parachute payments" within the meaning of Section 2 will 280G (as it may be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(iamended or replaced) of the Internal Revenue Code (the "Code") ("Parachute Payments") and (2) be subject to the excise tax imposed by Section 4999 (as it may be amended or replaced) of 1986, as amended the Code (an "Excess Parachute Paymentthe Excise Tax"), then the payments Company shall pay to Employee the Executive an additional amount (the "Gross-Up Amount") such that the net benefits retained by the Executive after the deduction of the Excise Tax (including interest and penalties) and any federal, state or local income and employment taxes (including interest and penalties) upon the Gross-Up Amount shall be equal to the benefits that would have been delivered hereunder had the Excise Tax not been applicable and the Gross-Up Amount not been paid. (B) For purposes of determining the Gross-Up Amount: (1) Parachute Payments provided under arrangements with the Executive other than under any bonus or other incentive pay or stock plan or program of the Company (collectively, the "Plan") and this Agreement, if any, shall be taken into account in determining the total amount of Parachute Payments received by the Executive so that the amount of excess Parachute Payments that are attributable to provisions of the Plan and Agreement is maximized; and (2) the Executive shall be deemed to pay federal, state and local income taxes at the highest marginal rate of taxation for the Executive's taxable year in which the Parachute Payments are includable in the Executive's income for purposes of federal, state and local income taxation. (C) The determination of whether the Excise Tax is payable, the amount thereof, and the amount of any Gross-Up Amount shall be made in writing in good faith by a nationally recognized independent certified public accounting firm selected by the Company and approved by the Executive, such approval not to be unreasonably withheld (the "Accounting Firm"). If such determination is not finally accepted by the Internal Revenue Service (or state or local revenue authorities) on audit, then appropriate adjustments shall be computed based upon the amount of Excise Tax and any interest or penalties so determined; provided, however, that the Executive in no event shall owe the Company any interest on any portion of the Gross-Up Amount that is returned to the Company. For purposes of making the calculations required by this Section 6(d)(v), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon. The Company and the Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 2 6(d)(v). The Company shall be limited to an amount equal bear all costs incurred in connection with the performance of the calculations contemplated by this Section 6(d)(v). The Company shall pay the Gross-Up Amount to the maximum amount that could be paid to Employee so that Executive no such amount, along with all other payments to Employee by Successor, later than sixty (60) days following receipt of the Accounting Firm's determination of the Gross-Up Amount. (vi) None of the benefits described in this Section 6(d) will be deemed to constitute an Excess Parachute Payment. Subject payable unless the Executive has signed a general release which has become irrevocable, satisfactory to the terms Company in the reasonable exercise of its discretion, releasing the Company, its affiliates, including the REIT, and their officers, directors and employees, from any and all claims or potential claims arising from or related to the Executive's employment or termination of employment. (vii) For purposes of this Section 2Agreement, Employee a "Change in Control" shall not be entitled to receive mean any other compensation or benefits under this Agreement as a result of the termination of Employee's employment following a Change of Control or Constructive Termination.events:

Termination Following Change in Control. In the event of the occurrence of Constructive Termination within twelve (12) months after the effective date of If a “Change in Control”, Employee mayas defined in Section 8(e)(i), at Employee's optionshall have occurred and within 13 months following such Change in Control the Company terminates your employment other than for Disability under Section 8(a) or Cause under Section 8(b), or you terminate Employee's your employment due for Good Reason, as that term is defined in Section 8(e)(vii), then the Company shall be obligated to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination pay, maintain or reimburse you the items enumerated in (ii) through (iv) below, which obligation shall be effective only upon Employee giving notice your prior execution and delivery to Successor. In the event Company of termination a release (and the expiration of Employee's employment any period during which you could lawfully revoke or rescind such release) of the Company and its officers, directors, employees, subsidiaries and affiliates, except for claims based on the Company’s failure to pay or provide to you the items enumerated below in (1ii) by Successor within twelve through (12iv) months below. (i) A “Change in Control” shall be deemed to have occurred if and when, after the effective date hereof, (A) any “person” (as that term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on the date hereof), including any “group” as such term is used in Section 13(d)(3) of the Exchange Act on the date hereof, shall acquire (or disclose the previous acquisition of) beneficial ownership (as that term is defined in Section 13(d) of the Exchange Act and the rules thereunder on the date hereof) of shares of the outstanding stock of any class or classes of the Company which results in such person or group possessing more than 50% of the total voting power of the Company's outstanding voting securities ordinarily having the right to vote for the election of directors of the Company (“a Majority Ownership Change”); or (B) as the result of, or in connection with, any tender or exchange offer, merger or other business combination, or any combination of the foregoing transactions (a “Stock Transaction”), the owners of the voting shares of the Company outstanding immediately prior to such Transaction own less than a majority of the voting shares of the Company after the Transaction; or (C) during any period of two consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute the Board of Directors of the Company (or who take office following the approval of a majority of the directors then in office who were directors at the beginning of the period) cease for any reason to constitute a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors of the Company representing at least one-half of the directors then in office who were directors at the beginning of the period (a “Majority Board Change”); or (D) the sale, exchange, transfer, or other disposition of all or substantially all of the assets of the Company (an “Asset Transaction”) shall have occurred. (ii) You shall be entitled to the unpaid portion of your Basic Salary plus credit for any vacation accrued but not taken and the amount of any earned but unpaid portion of any bonus, incentive compensation, or any other Fringe Benefit to which you are entitled under this Agreement through the date of a Change of Control, or (2) by Employee within twelve (12) months after the effective date of a Change of Control termination as a result of a Constructive Termination, then Change in Control (a) Successor shall pay Employee a lump sum cash payment equal to the Severance Amount within 10 business days after the termination of employment; (b) Successor shall make available to Employee, at Employee's cost and expense, medical and other insurance coverage at a level and to the extent required by COBRA; and (c) any outstanding options held by Employee that remain unvested as of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoing, in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(i) of the Internal Revenue Code of 1986, as amended (an "Excess Parachute Payment"“Unpaid Earned Compensation”), plus 1.0 times your then the payments to Employee under this Section 2 shall be limited to an amount equal to the maximum amount that could be paid to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject to the terms of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as a result of the termination of Employee's employment following a Change of Control or Constructive Terminationeffective Basic Salary (“Salary Termination Benefit”).

Termination Following Change in Control. In (i) Anything contained herein to the contrary notwithstanding, in the event of the occurrence of Constructive Termination Executive’s employment hereunder is terminated during the Term and during the period in which the Executive serves as Interim Chief Executive Officer and within twelve (12) months after the effective date of following a Change in Control, Employee may, at Employee's option, terminate Employee's employment due to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination shall be effective upon Employee giving notice to Successor. In the event of termination of Employee's employment Control (1as defined below) by Successor within twelve (12) months after the effective date of a Change of Control, Company without Cause or (2) by Employee within twelve (12) months after the effective date of a Change of Control as a result of a Constructive TerminationExecutive with Good Reason, then the Company shall pay to the Executive in complete satisfaction of its obligations under this Agreement, as severance pay and as liquidated damages (because actual damages are difficult to ascertain), an amount equal to (i) (a) Successor shall pay Employee his Base Salary as then in effect for a period of twenty-four (24) months from the Date of Termination, in equal installments on the Company’s normal payroll dates over the 24 months period following the Date of Termination plus (b) an amount equal to the Incentive Bonus which would otherwise have been payable in accordance with Section 2.2 hereof for the fiscal year in which the Date of Termination occurs at such time the Incentive Bonus, if any, would otherwise have been payable in accordance with Section 2.2 hereof; or (ii) except with regard to the payment of an amount that is a Section 409A Amount, the Company, in its sole discretion, may elect to make a lump sum cash payment equal to the Severance Amount within 10 business days after the termination of employment; (b) Successor shall make available to Employee, at Employee's cost and expense, medical and other insurance coverage at a level and to the extent required by COBRA; and (c) any outstanding options held by Employee that remain unvested as present value of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event payments otherwise terminating the options. Notwithstanding the foregoing, due under clause (i)(a); provided that if any severance payment payable after a “Change in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" Control” as defined in Section 280G(b)(i) 280G of the Internal Revenue Code of 19861986 (the “Code”), either alone or together with other payments or benefits, either cash or non-cash, that the Executive has the right to receive from the Company, including, but not limited to, accelerated vesting or payment of any deferred compensation, options, stock appreciation rights or any benefits payable to the Executive under any plan for the benefit of employees, which would constitute an “excess parachute payment” (as amended (an "Excess Parachute Payment"defined in Code Section 280G), then the payments to Employee under this Section 2 such severance payment or other benefit shall be limited to an amount equal reduced to the maximum largest amount that could will not result in receipt by the Executive of a excess parachute payment. The determination of the amount of the payment described in this subsection shall be paid to Employee so that no such amount, along with all other payments to Employee made by Successor, the Company’s independent auditors at the sole expense of the Company. For purposes of clarification the value of any options described above will be deemed to constitute an Excess Parachute Payment. Subject to determined by the terms of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as Company’s independent auditors using a result of the termination of Employee's employment following a Change of Control or Constructive TerminationBlack-Scholes valuation methodology.

Termination Following Change in Control. In the event of the occurrence of Constructive Termination If, within twelve (12) months after the effective date consummation of a Change in ControlControl (as such term is defined in Section 7(e)(i)), Employee may, at Employee's option, terminate Employer terminates Employee's employment due to Constructive Termination unless without Just Cause or Employee has entered into an terminates his employment agreement with Successor. Such termination shall be effective upon Employee giving notice to Successor. In the event of termination of Employee's employment (1) by Successor within twelve (12) months after the effective date of a Change of Control, or (2) by Employee within twelve (12) months after the effective date of a Change of Control Employer Agreement as a result of a Constructive TerminationGood Reason (as such term is defined in Section 7(e)(ii)); and, in either event, if Employee executes a Release which shall be reasonable in all particulars within the time period set forth therein (but in no event later than forty-five (45) days after the termination date) and allows such Release to become effective in accordance with its tem1s, then Employee shall be entitled to the following in lieu of any severance compensation or benefits set forth in Section 7(c): (ai) Successor all Accrued Compensation (as defined in Section 7(a) herein); (ii) severance, payable in accordance with the Employer's standard payroll practices, of an amount equal to 12 months of Employee's then current base salary (exclusive of any bonus pursuant to Section 3 herein or other variable compensation), commencing with the first payroll period following the effectiveness of the Release (the "Change in Control Severance Period''); (iii) all time-based stock option grants and all time-based restricted stock grants then held by Employee shall be subject to accelerated vesting such that all unvested shares subject to such stock awards shall be accelerated and deemed fully vested as of Employee's last day of employment; and (iv) if the Employee elects continued health care coverage under COBRA and timely pays his portion of the applicable premiums, the COBRA Premium Payment benefits provided for in Section 7(c)(iii) shall commence on the first day of the Change in Control Severance Period and continue until the earlier of (i) the last day of the Change in Control Severance Period; (ii) the date on which the Employee or qualified beneficiary, as applicable, becomes enrolled in the group health insurance plan of another employer, or (iii) the date on which the Employee or qualified beneficiary, as applicable, becomes entitled to Medicare after the COBRA election (such period from the termination date through the earliest of (i) through (iii), the "Change in Control COBRA Payment Period'). Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that its payment of COBRA premiums on the Employee's behalf would result in a violation of applicable law (including, without limitation, Section 2716 of the Public Health Service 7 Act), then in lieu of paying COBRA premiums on the Employee's behalf, the Company will pay the Employee on the last day of each remaining month of the Change in Control COBRA Payment Period a lump sum cash payment equal to the COBRA premium for that month on a post-tax basis, which payment shall be subject to applicable tax withholding (such amount, the "Change in Control Special Severance Amount Payment"), such Change in Control Special Severance Payment to be made without regard to the Employee's payment of COBRA premiums and without regard to the expiration of the Change in Control COBRA Payment Period prior to the end of the Change in Control Severance Period following the Employee's termination. Such Change in Control Special Severance Payment shall end on the earlier of (i) the date on which the Employee commences other employment and (ii) the close or termination of the Change in Control Severance Period following the Employee's termination. Employee's disability insurance coverage will end upon his last day of active employment and Employee may port or convert the basic life insurance coverage within 10 business 31 days after of the termination date as provided under the terms of employment; the policy. (bv) Successor shall make available If the Employee terminated service before an Annual Bonus has been determined for a perfom1ance year, then the Employee will have no legally binding right to Employeeany bonus payment. However, at Employee's cost and expensethe time of determination of Annual Bonuses first following the date of tennination, medical and other insurance coverage at Employee will be considered for a level and bonus in the manner described in Section 3(b) (but taking into account any period of service during the applicable performance period(s)); provided that if Employee is granted a bonus, the amount shall be prorated based upon the portion of any period for which the bonus is calculated during which Employee was employed. Employer shall pay the amount of the bonus so determined, if any, to the extent required by COBRA; and Employee within thirty (c30) any outstanding options held by Employee that remain unvested as days of the date of termination shall become fully vested and exercisable as determination of the date of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoing, in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(i) of the Internal Revenue Code of 1986, as amended (an "Excess Parachute Payment"), then the payments to Employee under this Section 2 shall be limited to an amount equal to the maximum amount that could be paid to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject to the terms of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as a result of the termination of Employee's employment following a Change of Control or Constructive Terminationbonus.

Termination Following Change in Control. In If, (x) during the event of the occurrence of Constructive Termination Employment Period and within twelve (12) 24 months after the effective date of following a Change in Control, Employee may, at Employee's option, terminate Employee's employment due (to Constructive Termination unless Employee has entered into an employment agreement the extent employee is unaffiliated with Successor. Such termination shall be effective upon Employee giving notice and did not cause or cooperate to Successor. In cause the event of change) the REIT (or its successor) terminates the Employee’s employment without Cause pursuant to Section 10(b) or the Employee terminates his employment for Good Reason pursuant to Section 10(c), or the employee is expected to relocate his home to a location which is more than 50 miles from the then existing corporate headquarters location, the Employee shall be entitled to receive, in addition to the items referenced in Section 11(a), the following: (i) continued payment of his Base Salary, at the rate in effect on his last day of employment, for a period of 36 months (the “Control Change Severance Payment”). The Control Change Severance Payment shall be paid in approximately equal installments on the REIT’s regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Employee to the REIT; (ii) continued payment by the REIT for the Employee’s life, health and disability insurance coverage during the 36 month severance period referenced in Section 6(d)(i) to the same extent that the REIT paid for such coverage immediately prior to the termination of the Employee's ’s employment (1) by Successor within twelve (12) months and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the 24 month severance period, the REIT thereafter shall be obligated only to pay to the Employee an amount which, after the effective date of a Change of Controlreduction for income and employment taxes, or (2) by Employee within twelve (12) months after the effective date of a Change of Control as a result of a Constructive Termination, then (a) Successor shall pay Employee a lump sum cash payment is equal to the Severance Amount within 10 business days after employer premiums for such insurance for the termination remainder of employment; such severance period; (biii) Successor shall make available to Employee, at Employee's cost and expense, medical and other insurance coverage at a level and to the extent required by COBRA; and (c) any outstanding options held by Employee that remain unvested vesting as of the date last day of termination shall become fully vested his employment in any unvested portion of any stock option and exercisable as any restricted stock previously issued to the Employee by the REIT; and (iv) a bonus equal to three times the greater of (x) the average of all bonuses paid to the Employee (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding two years (or the period of the date of termination of Employee's ’s employment with Successor if shorter), and prior (y) the most recent bonus paid to the occurrence Employee. Such bonus shall be paid to the Employee within sixty (60) days following the end of an event otherwise terminating the options. Notwithstanding the foregoing, fiscal year in which such termination occurs. (A) In the event that any payments Control Change Severance Payment, insurance benefits, accelerated vesting, pro-rated bonus or other benefit payable to the Employee (under this Agreement or otherwise), shall (1) constitute “parachute payments” within the meaning of Section 2 will 280G (as it may be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(iamended or replaced) of the Internal Revenue Code (the “Code”) (“Parachute Payments”) and (2) be subject to the excise tax imposed by Section 4999 (as it may be amended or replaced) of 1986, as amended the Code (an "Excess Parachute Payment"the “Excise Tax”), then the payments REIT shall pay to the Employee under this Section 2 an additional amount (the “Gross-Up Amount”) such that the net benefits retained by the Employee after the deduction of the Excise Tax (including interest and penalties) upon the Gross-Up Amount shall be limited to an amount equal to the maximum benefits that would have been delivered hereunder had the Excise Tax not been applicable and the Gross-Up Amount not been paid. The calculation of such gross up amount that could shall be paid to Employee so that no such amount, along with all other payments to Employee provided by Successor, the accountant at the time of the event of change. (vi) None of the benefits described in this Section 11(d) will be deemed to constitute an Excess Parachute Payment. Subject payable unless the Employee has signed a general release which has become irrevocable, satisfactory to the terms REIT in the reasonable exercise of its discretion, releasing the REIT and its affiliates and their respective officers, directors and employees, from any and all claims or potential claims arising from or related to the Employee’s employment or termination of employment. (vii) For purposes of this Agreement, a “Change in Control” shall mean any of the following events: (A) The ownership or acquisition (whether by a merger contemplated by Section 11(d)(vii)(B) below, or otherwise) by any Person (other than a Qualified Affiliate (as defined below)), in a single transaction or a series of related or unrelated transactions, of Beneficial Ownership of more than fifty percent (50%) of (1) the REIT’s outstanding common stock (the “Common Stock”) or (2) the combined voting power of the REIT’s outstanding securities entitled to vote generally in the election of directors (the “Outstanding Voting Securities”); (B) The merger or consolidation of the REIT with or into any other Person other than a Qualified Affiliate, if, immediately following the effectiveness of such merger or consolidation, Persons who did not Beneficially Own Outstanding Voting Securities immediately before the effectiveness of such merger or consolidation directly or indirectly Beneficially Own more than fifty percent (50%) of the outstanding shares of voting stock of the surviving entity of such merger or consolidation (including for such purpose in both the numerator and denominator, shares of voting stock issuable upon the exercise of then outstanding rights (including then exercisable conversion rights), options or warrants) (“Resulting Voting Securities”), provided that, for purposes of this Section 211(d)(vii)(B), Employee shall not be entitled to receive any other compensation if a Person who Beneficially Owned Outstanding Voting Securities immediately before the merger or benefits under this Agreement consolidation Beneficially Owns a greater number of the Resulting Voting Securities immediately after the merger or consolidation than the number the Person received solely as a result of the termination of Employee's employment following merger or consolidation, that greater number will be treated as held by a Person who did not Beneficially Own Outstanding Voting Securities before the merger or consolidation, and provided further that such merger or consolidation would also constitute a Change in Control if it would satisfy the foregoing test if rights, options and warrants were not included in the calculation; (C) Any one or a series of related sales or conveyances to any Person or Persons (including a liquidation) other than any one or more Qualified Affiliates of all or substantially all of the assets of the REIT; (D) Incumbent Directors cease to be a majority of the members of the Board of Directors, where an “Incumbent Director” is (1) an individual who is a member of the Board of Directors on the effective date of this Agreement or is otherwise named in the REIT’s registration statement on Form S-11 as consenting to serve on the Board of Directors upon the closing of the initial public offering of the REIT’s common stock or (2) any new director whose appointment by the Board of Directors or whose nomination for election by the stockholders was approved by a majority of the persons who were already Incumbent Directors at the time of such appointment, election or approval, other than any individual who assumes office initially as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors or as a result of an agreement to avoid or settle such a contest or solicitation; or (E) A Change in Control or Constructive Terminationshall also be deemed to have occurred immediately before the completion of a tender offer for the REIT’s securities representing more than fifty percent (50%) of the Outstanding Voting Securities, other than a tender offer by a Qualified Affiliate. (F) For purposes of this Agreement, the following definitions shall apply:

Termination Following Change in Control. In Anything contained herein to the contrary notwithstanding, in the event of the occurrence of Constructive Termination Executive’s employment hereunder is terminated within twelve six (126) months after the effective date of following a Change in Control, Employee may, at Employee's option, terminate Employee's employment due to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination shall be effective upon Employee giving notice to Successor. In the event of termination of Employee's employment Control (1as defined below) by Successor within twelve (12) months after the effective date of a Change of Control, or (2) by Employee within twelve (12) months after the effective date of a Change of Control as a result of a Constructive TerminationCompany without Cause, then the Company shall pay to the Executive in complete satisfaction of its obligations under this Agreement, reimbursement for any unpaid and approved expenses incurred pursuant to Section 6.5 through the Termination Date, any accrued but unpaid Base Salary and vacation and, as severance pay and as liquidated damages (because actual damages are difficult to ascertain), an amount equal to (i) (a) Successor shall pay Employee his Base Salary as then in effect for a period of twenty-four months (24) months from the Termination Date, payable in equal installments on the Company’s normal payroll dates for the twenty-four (24) month period following the Termination Date; and (b) an amount equal to the Discretionary Bonus which would otherwise been payable in accordance with Section 6.2 hereof for the employment year in which the Termination Date occurs, payable at such time the Discretionary Bonus, if any, would otherwise have been payable in accordance with Section 6.2 hereof; or (ii) except with regard to the payment of any amount that is a Section 409A Amount, the Company, in its sole discretion, may elect to make a lump sum cash payment equal to the Severance Amount within 10 business days after the termination of employment; (b) Successor shall make available to Employee, at Employee's cost and expense, medical and other insurance coverage at a level and to the extent required by COBRA; and (c) any outstanding options held by Employee that remain unvested as present value of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event payments otherwise terminating the options. Notwithstanding the foregoing, due under clause (i); provided that if any severance payment payable after a “Change in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" Control” as defined in Section 280G(b)(i) 280G of the Internal Revenue Code of 19861986 (the “Code”), either alone or together with other payments or benefits, either cash or non-cash, that the Executive has the right to receive from the Company, including, but not limited to, accelerated vesting or payment of any deferred compensation, options, stock appreciation rights or any benefits payable to the Executive under any plan for the benefit of employees, which would constitute an “excess parachute payment” (as amended (an "Excess Parachute Payment"defined in Code Section 280G), then the payments to Employee under this Section 2 such severance payment or other benefit shall be limited to an amount equal reduced to the maximum largest amount that could will not result in receipt by the Executive of a parachute payment. The determination of the amount of the payment described in this subsection shall be paid to Employee so that no such amount, along with all other payments to Employee made by Successor, the Company’s independent auditors at the sole expense of the Company. For purposes of clarification the value of any options described above will be deemed to constitute an Excess Parachute Payment. Subject to determined by the terms of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as Company’s independent auditors using a result of the termination of Employee's employment following a Change of Control or Constructive TerminationBlack-Scholes valuation methodology.

Termination Following Change in Control. In Anything contained herein to the contrary notwithstanding, in the event of the occurrence of Constructive Termination Executive’s employment hereunder is terminated within twelve six (126) months after the effective date of following a Change in Control, Employee may, at Employee's option, terminate Employee's employment due to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination shall be effective upon Employee giving notice to Successor. In the event of termination of Employee's employment Control (1as defined below) by Successor within twelve (12) months after the effective date of a Change of Control, or (2) by Employee within twelve (12) months after the effective date of a Change of Control as a result of a Constructive TerminationCompany without Cause, then the Company shall pay to the Executive in complete satisfaction of its obligations under this Agreement, reimbursement for any unpaid and approved expenses incurred pursuant to Section 6.6 through the Termination Date, any accrued but unpaid Base Salary and vacation and, as severance pay and as liquidated damages (because actual damages are difficult to ascertain), an amount equal to (i) (a) Successor shall pay Employee her Base Salary as then in effect for a period of eighteen months (18) months from the Termination Date, payable in equal installments on the Company’s normal payroll dates for the eighteen (18) month period following the Termination Date; and (b) an amount equal to the Discretionary Bonus which would otherwise been payable in accordance with Section 6.3 hereof for the employment year in which the Termination Date occurs, payable at such time the Discretionary Bonus, if any, would otherwise have been payable in accordance with Section 6.3 hereof; and (c) the remainder of any Non-Bonus Eligible Base Salary not already paid pursuant to section 6.2 above; or (ii) except with regard to the payment of any amount that is a Section 409A Amount, the Company, in its sole discretion, may elect to make a lump sum cash payment equal to the Severance Amount within 10 business days after the termination of employment; (b) Successor shall make available to Employee, at Employee's cost and expense, medical and other insurance coverage at a level and to the extent required by COBRA; and (c) any outstanding options held by Employee that remain unvested as present value of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event payments otherwise terminating the options. Notwithstanding the foregoing, due under clause (i); provided that if any severance payment payable after a “Change in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" Control” as defined in Section 280G(b)(i) 280G of the Internal Revenue Code of 19861986 (the “Code”), either alone or together with other payments or benefits, either cash or non-cash, that the Executive has the right to receive from the Company, including, but not limited to, accelerated vesting or payment of any deferred compensation, options, stock appreciation rights or any benefits payable to the Executive under any plan for the benefit of employees, which would constitute an “excess parachute payment” (as amended (an "Excess Parachute Payment"defined in Code Section 280G), then the payments to Employee under this Section 2 such severance payment or other benefit shall be limited to an amount equal reduced to the maximum largest amount that could will not result in receipt by the Executive of a parachute payment. The determination of the amount of the payment described in this subsection shall be paid to Employee so that no such amount, along with all other payments to Employee made by Successor, the Company’s independent auditors at the sole expense of the Company. For purposes of clarification the value of any options described above will be deemed to constitute an Excess Parachute Payment. Subject to determined by the terms of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as Company’s independent auditors using a result of the termination of Employee's employment following a Change of Control or Constructive TerminationBlack-Scholes valuation methodology.

Termination Following Change in Control. In Anything contained herein to the contrary notwithstanding, in the event of the occurrence of Constructive Termination Executive’s employment hereunder is terminated within twelve six (126) months after the effective date of following a Change in Control, Employee may, at Employee's option, terminate Employee's employment due to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination shall be effective upon Employee giving notice to Successor. In the event of termination of Employee's employment Control (1as defined below) by Successor within twelve (12) months after the effective date of a Change of Control, or (2) by Employee within twelve (12) months after the effective date of a Change of Control as a result of a Constructive TerminationCompany without Cause, then the Company shall pay to the Executive in complete satisfaction of its obligations under this Agreement, reimbursement for any unpaid and approved expenses incurred pursuant to Section 6.6 through the Termination Date, any accrued but unpaid Base Salary and vacation and, as severance pay and as liquidated damages (because actual damages are difficult to ascertain), an amount equal to (i) (a) Successor shall pay Employee his Base Salary as then in effect for a period of eighteen months (18) months from the Termination Date, payable in equal installments on the Company’s normal payroll dates for the eighteen (18) month period following the Termination Date; and (b) an amount equal to the Discretionary Bonus which would otherwise been payable in accordance with Section 6.2 hereof for the employment year in which the Termination Date occurs, payable at such time the Discretionary Bonus, if any, would otherwise have been payable in accordance with Section 6.2 hereof; or (ii) except with regard to the payment of any amount that is a Section 409A Amount, the Company, in its sole discretion, may elect to make a lump sum cash payment equal to the Severance Amount within 10 business days after the termination of employment; (b) Successor shall make available to Employee, at Employee's cost and expense, medical and other insurance coverage at a level and to the extent required by COBRA; and (c) any outstanding options held by Employee that remain unvested as present value of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event payments otherwise terminating the options. Notwithstanding the foregoing, due under clause (i); provided that if any severance payment payable after a “Change in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" Control” as defined in Section 280G(b)(i) 280G of the Internal Revenue Code of 19861986 (the “Code”), either alone or together with other payments or benefits, either cash or non-cash, that the Executive has the right to receive from the Company, including, but not limited to, accelerated vesting or payment of any deferred compensation, options, stock appreciation rights or any benefits payable to the Executive under any plan for the benefit of employees, which would constitute an “excess parachute payment” (as amended (an "Excess Parachute Payment"defined in Code Section 280G), then the payments to Employee under this Section 2 such severance payment or other benefit shall be limited to an amount equal reduced to the maximum largest amount that could will not result in receipt by the Executive of a parachute payment. The determination of the amount of the payment described in this subsection shall be paid to Employee so that no such amount, along with all other payments to Employee made by Successor, the Company’s independent auditors at the sole expense of the Company. For purposes of clarification the value of any options described above will be deemed to constitute an Excess Parachute Payment. Subject to determined by the terms of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as Company’s independent auditors using a result of the termination of Employee's employment following a Change of Control or Constructive TerminationBlack-Scholes valuation methodology.

Termination Following Change in Control. In (i) Anything contained herein to the contrary notwithstanding, in the event of the occurrence of Constructive Termination Executive’s employment hereunder is terminated within twelve (12) months after the effective date of following a Change in Control, Employee may, at Employee's option, terminate Employee's employment due to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination shall be effective upon Employee giving notice to Successor. In the event of termination of Employee's employment Control (1as defined below) by Successor within twelve (12) months after the effective date of a Change of ControlCompany without Cause, or (2) by Employee within twelve (12) months after the effective date of a Change of Control as a result of a Constructive TerminationExecutive with Good Reason, then the Company shall pay to the Executive in complete satisfaction of its obligations under this Agreement, as severance pay and as liquidated damages (because actual damages are difficult to ascertain), an amount equal to (i) (a) Successor shall pay Employee his Base Salary as then in effect for a period of twenty four (24) months from the Date of Termination, in equal installments on the Company’s normal payroll dates over the twenty four (24) month period following the Date of Termination plus (b) an amount equal to the Incentive Bonus which would otherwise have been payable in accordance with Section 2.2 hereof for the Employment Year in which the Date of Termination occurs at such time the Incentive Bonus, if any, would otherwise have been payable in accordance with Section 2.2 hereof; or (ii) except with regard to the payment of an amount that is a Section 409A Amount, the Company, in its sole discretion, may elect to make a lump sum cash payment equal to the Severance Amount within 10 business days after the termination of employment; (b) Successor shall make available to Employee, at Employee's cost and expense, medical and other insurance coverage at a level and to the extent required by COBRA; and (c) any outstanding options held by Employee that remain unvested as present value of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event payments otherwise terminating the options. Notwithstanding the foregoing, due under clause (i)(a); provided that if any severance payment payable after a “Change in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" Control” as defined in Section 280G(b)(i) 280G of the Internal Revenue Code of 19861986 (the “Code”), either alone or together with other payments or benefits, either cash or non-cash, that the Executive has the right to receive from the Company, including, but not limited to, accelerated vesting or payment of any deferred compensation, options, stock appreciation rights or any benefits payable to the Executive under any plan for the benefit of employees, which would constitute an “excess parachute payment” (as amended (an "Excess Parachute Payment"defined in Code Section 280G), then the payments to Employee under this Section 2 such severance payment or other benefit shall be limited to an amount equal reduced to the maximum largest amount that could will not result in receipt by the Executive of a excess parachute payment. The determination of the amount of the payment described in this subsection shall be paid to Employee so that no such amount, along with all other payments to Employee made by Successor, the Company’s independent auditors at the sole expense of the Company. For purposes of clarification the value of any options described above will be deemed to constitute an Excess Parachute Payment. Subject to determined by the terms of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as Company’s independent auditors using a result of the termination of Employee's employment following a Change of Control or Constructive TerminationBlack-Scholes valuation methodology.

Termination Following Change in Control. In If, (x) during the event of the occurrence of Constructive Termination Employment Period and within twelve (12) 12 months after the effective date of following a Change in Control, Employee maythe REIT (or its successor) terminates the Executive’s employment without Cause pursuant to Section 5(b) or the Executive terminates his employment for Good Reason pursuant to Section 5(c), at Employee's optionor (y) the Executive, terminate Employee's by notice given under this clause (y) of this Section 6(d) during the 90 day period commencing on the three-month anniversary of the date of the Change in Control (the “Notice Period”), terminates his employment due to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such for any reason, which termination shall be effective upon Employee giving notice on the last day of the Notice Period, the Executive shall be entitled to Successor. In the event of termination of Employee's employment (1) by Successor within twelve (12) months after the effective date of a Change of Controlreceive, or (2) by Employee within twelve (12) months after the effective date of a Change of Control as a result of a Constructive Termination, then (a) Successor shall pay Employee a lump sum cash payment equal in addition to the Severance Amount within 10 business days after items referenced in Section 6(a), the termination of employmentfollowing: (i) the items referenced in Section 6(c); and (bii) Successor shall make available to EmployeeTax Gross-up Payment, at Employee's cost and expense, medical and other insurance coverage at a level and to the extent required by COBRA; and as follows: (cA) any outstanding options held by Employee that remain unvested as of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoing, in In the event that any payments payment made pursuant to Section 6(c) hereof or any insurance benefits, accelerated vesting, pro-rated bonus or other benefit payable to the Executive (under this Agreement or otherwise), (1) constitute “parachute payments” within the meaning of Section 2 will 280G (as it may be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(iamended or replaced) of the Internal Revenue Code of 1986, as amended (an "Excess the “Code”) (“Parachute Payment"Payments”) and (2) are subject to the excise tax imposed by Section 4999 (as it may be amended or replaced) of the Code (“the Excise Tax”), then the payments REIT shall pay to Employee under this Section 2 the Executive an additional amount (the “Gross-Up Amount”) such that the net benefits retained by the Executive after the deduction of the Excise Tax (including interest and penalties) and any federal, or local income and employment taxes (including interest and penalties) upon the Gross-Up Amount shall be limited to an amount equal to the maximum amount benefits that could be paid to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject to would have been delivered hereunder had the terms of this Section 2, Employee shall Excise Tax not be entitled to receive any other compensation or benefits under this Agreement as a result of been applicable and the termination of Employee's employment following a Change of Control or Constructive TerminationGross-Up Amount not been paid.

Termination Following Change in Control. In the event (a) If a Change in Control of the occurrence Company shall have occurred, the Associate shall be entitled to the benefits provided in Section 4 hereof upon the subsequent termination of Constructive Termination his employment within twelve the applicable period set forth in Section 4 hereof following such Change in Control, unless such termination is (12i) months after due to the effective date Associate's death or Retirement, (ii) by the Company or a Subsidiary by reason of the Associate's Disability or for Cause or (iii) by the Associate other than for Good Reason, as such terms are defined in Section 3(d) hereof. (b) If the Associate's employment is terminated by reason of his death or Disability during the two (2) years following a Change in Control, Employee may, at Employee's option, terminate Employee's employment due to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination the Associate shall be effective upon Employee giving notice entitled to Successor. In death or long-term disability benefits, as the event case may be, from the Company no less favorable than the most favorable benefits to which he would have been entitled had the death or termination for Disability occurred at any time during the period commencing one year prior to the initiation of termination of Employee's employment (1) by Successor within twelve (12) months after the effective date of actions that resulted in a Change of in Control, or . If prior to any such termination for Disability during the two (2) by Employee within twelve (12) months after the effective date of years following a Change of Control in Control, the Associate fails to perform his duties as a result of a Constructive Terminationincapacity due to physical or mental illness, then he shall continue to receive his Base Salary (aas hereinafter defined) Successor less any benefits as may be received by him under the Company's or Subsidiary's disability plan until his employment is terminated for Disability, and shall pay Employee a lump sum cash payment equal be entitled to the Severance Amount within 10 business days after most favorable other benefits applicable under the termination of employment; (b) Successor shall make available to Employee, at EmployeeCompany's cost and expense, medical and other insurance coverage at a level and policies during the period commencing one year prior to the extent required by COBRA; and initiation of actions that resulted in the Change in Control. (c) If following a Change in Control, the Associate's employment shall be terminated by the Company for Cause or by the Associate other than for Good Reason during the two (2) years following a Change in Control, the Company shall pay to the Associate his full Base Salary through the Date of Termination at the rate in effect on such Date of Termination and any outstanding options held by Employee amounts to be paid to the Associate in accordance with the terms of any deferred compensation or other executive benefit plan or program, and the Company shall have no further obligations to the Associate under this Agreement. (d) For purposes of this Agreement: (i) An Associate shall have a "Disability" if such Associate is eligible to receive benefits under the applicable Group Long Term Disability Income Plan for Executives or any successor plan thereto; provided, however, that remain unvested in the event that no such plan is in effect as of the applicable date, "Disability" shall have the meaning ascribed to such term in any long term disability benefit plan of the Company in effect as of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoing, Change in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(i) of the Internal Revenue Code of 1986, as amended (an "Excess Parachute Payment"), then the payments to Employee under this Section 2 shall be limited to an amount equal to the maximum amount that could be paid to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject to the terms of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as a result of the termination of Employee's employment following a Change of Control or Constructive TerminationControl.

Termination Following Change in Control. In the event (a) If a Change in Control of the occurrence Company shall have occurred, the Associate shall be entitled to the benefits provided in Section 4 hereof upon the subsequent termination of Constructive Termination his employment within twelve the applicable period set forth in Section 4 hereof following such Change in Control, unless such termination is (12i) months after due to the effective date Associate's death or Retirement, (ii) by the Company or a Subsidiary by reason of the Associate's Disability or for Cause or (iii) by the Associate other than for Good Reason, as such terms are defined in Section 3(d) hereof. (b) If the Associate's employment is terminated by reason of his death or Disability during the two (2) years following a Change in Control, Employee may, at Employee's option, terminate Employee's employment due to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination the Associate shall be effective upon Employee giving notice entitled to Successor. In death or long-term disability benefits, as the event case may be, from the Company no less favorable than the most favorable benefits to which he would have been entitled had the death or termination for Disability occurred at any time during the period commencing one year prior to the initiation of termination of Employee's employment (1) by Successor within twelve (12) months after the effective date of actions that resulted in a Change of in Control, or . If prior to any such termination for Disability during the two (2) by Employee within twelve (12) months after the effective date of years following a Change of Control in Control, the Associate fails to perform his duties as a result of a Constructive Terminationincapacity due to physical or mental illness, then he shall continue to receive his Base Salary (aas hereinafter defined) Successor less any benefits as may be received by him under the Company's or Subsidiary's disability plan until his employment is terminated for Disability, and shall pay Employee a lump sum cash payment equal be entitled to the Severance Amount within 10 business days after most favorable other benefits applicable under the termination of employment; (b) Successor shall make available to Employee, at EmployeeCompany's cost and expense, medical and other insurance coverage at a level and policies during the period commencing one year prior to the extent required by COBRA; and initiation of actions that resulted in the Change in Control. (c) If following a Change in Control, the Associate's employment shall be terminated by the Company for Cause or by the Associate other than for Good Reason during the two (2) years following a Change in Control, the Company shall pay to the Associate his full Base Salary through the Date of Termination at the rate in effect on such Date of Termination and any outstanding options held by Employee amounts to be paid to the Associate in accordance with the terms of any deferred compensation or other Associate benefit plan or program, and the Company shall have no further obligations to the Associate under this Agreement. (d) For purposes of this Agreement: (i) An Associate shall have a "Disability" if such Associate is eligible to receive benefits under the applicable Group Long Term Disability Income Plan for Associates or any successor plan thereto; provided, however, that remain unvested in the event that no such plan is in effect as of the applicable date, "Disability" shall have the meaning ascribed to such term in any long term disability benefit plan of the Company in effect as of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoing, Change in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(i) of the Internal Revenue Code of 1986, as amended (an "Excess Parachute Payment"), then the payments to Employee under this Section 2 shall be limited to an amount equal to the maximum amount that could be paid to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject to the terms of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as a result of the termination of Employee's employment following a Change of Control or Constructive TerminationControl.

Termination Following Change in Control. In the event of the occurrence of Constructive Termination If Executive’s employment is terminated by Company (or its successor) without Cause or Executive terminates his employment with Company (or its successor) with Good Reason in either case within twelve twenty-four (1224) months after the effective date of a Change in ControlControl (as defined in Section 4.8 below), Employee may, at Employee's option, terminate Employee's employment due Executive will be entitled to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination shall be effective upon Employee giving notice to Successor. In the event of termination of Employee's employment (1) by Successor within twelve (12) months after the effective date of a Change of Control, or (2) by Employee within twelve (12) months after the effective date of a Change of Control as a result of a Constructive Termination, then following benefits: (a) Successor Company (or its successor) shall pay Employee to the Executive all Accrued Obligations in a lump sum in cash within thirty (30) days after the Date of Termination. For the avoidance of doubt, salary, annual bonus, vacation and sick leave, other employee benefits (except for COBRA Coverage and retiree medical) and other perquisites shall cease to accrue as of the Date of Termination. (b) Company (or its successor) shall immediately pay Executive a lump sum payment equal to the Severance Amount within 10 business days after then current annualized base salary provided for under Section 3.1 and the termination Target Bonuses due as described in Section 3.3, through the remainder of employment; the Term, provided that the lump sum shall not be less than two (b2) Successor times the sum of Executive’s annualized base salary and Target Bonus. (c) All outstanding LTICP Awards shall make available to Employeenot forfeit and shall be paid at the times and in the amounts provided for in, at Employee's cost and expense, medical and other insurance coverage at a level and subject to the extent required by COBRAterms and conditions of, such awards. Additionally, all ungranted LTICP Awards that would have been made to Executive pursuant to Section 3.4 on or prior to the expiration date of the initial 5-year Term shall be immediately granted. The performance period for each such previously ungranted LTICP Award shall be the performance period that would have applied had the award been made at the time provided for in Section 3.4. Each such previously ungranted LTICP Award shall be delivered or paid following the applicable performance period in accordance with the terms of the award. (d) Company shall pay Executive an amount equal to: (i) the forfeited portion of Executive’s accounts under the TXU Deferred and Incentive Compensation Plan (“DICP”) and the TXU Salary Deferral Program (“SDP”) (valued as of the date of such termination in accordance with the valuation methodology used under such plans); and (cii) the matching contributions which would have been made on behalf of Executive under the DICP had Executive continued to defer salary under the DICP at the rate in effect as of the date of such termination for an additional twenty-four (24) months. (e) Executive shall be entitled to receive the Additional Retirement Compensation provided for in Section 3.5 as if Executive had continued in the employment of Company through the expiration of the Term. (f) Company (or its successor) shall provide Executive and his eligible dependents with COBRA Coverage at the prevailing active employee rate for up to eighteen (18) months from such termination. (g) Company’s (or its successor’s) obligations under Sections 4.6 and 5.1 shall continue. (h) Company (or its successor) shall pay any outstanding options held by Employee that remain unvested amounts owed but unpaid to Executive under any plan, policy or program of Company as of the date of termination shall become fully vested at the time provided by, and exercisable as of in accordance with the date of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoingterms of, such plan, policy or program, including any Annual Bonus earned in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" prior calendar year or portion thereof as defined described in Section 280G(b)(i) of the Internal Revenue Code of 1986, as amended (an "Excess Parachute Payment"), then the payments to Employee under this Section 2 shall be limited to an amount equal to the maximum amount that could be paid to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject to the terms of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as a result of the termination of Employee's employment following a Change of Control or Constructive Termination3.3.

Termination Following Change in Control. In the event of the occurrence of Constructive Termination Executive's employment is terminated within twelve (12) 24 months after the effective date of a Change in Control, Employee maythe Company agrees to pay to the Executive, at Employeeand the Executive agrees to accept, subject to the Executive's optionprior resignation as a director of the Company, terminate Employeethe following payments in full satisfaction of any and all claims the Executive has or may have against the Company, for remuneration, fees, salary, benefits, bonuses or severance, arising out of or in connection with the Executive's employment due to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination shall be effective upon Employee giving notice to Successor. In by the event of Company or the termination of Employeethe Executive's employment (1) by Successor within twelve (12) months after the effective date of a Change of Control, or (2) by Employee within twelve (12) months after the effective date of a Change of Control as a result of a Constructive Termination, then employment: (a) Successor shall pay Employee a lump sum cash payment equal If the Executive's employment is terminated by the Company for Cause or by the Executive other than for Good Reason, the respective terms of sections 13 or 15 will govern and the Company will have no further obligations to the Severance Amount within 10 business days after the termination of employment; Executive under this Agreement. (b) Successor shall make available to EmployeeIf the Executive's employment is terminated by the Executive for Good Reason or, at Employee's cost and expensenotwithstanding section 14, medical and other insurance coverage at a level and by the Company without Cause, then the Executive will be entitled to the extent required by COBRA; following payments and benefits: (ci) any outstanding options held by Employee that remain unvested subject to the withholding of all applicable statutory deductions, the Company will pay the Executive the amount of compensation accrued pursuant to this Agreement as of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment together with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoing, in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(i) of the Internal Revenue Code of 1986, as amended (an "Excess Parachute Payment"), then the payments to Employee under this Section 2 shall be limited to an amount equal to 12 months' Base Salary, as referred to in section 5 and as adjusted from time to time in accordance with section 6, multiplied by a fraction, the maximum amount that could be paid to Employee so that no such amount, along with all other payments to Employee by Successor, numerator of which will be deemed 6 plus one for each year either the Executive or Terrell has been employed by the Company since its inceptxxx xx 1987 and the denominator of which will be 12; (ii) to constitute an Excess Parachute Payment. Subject the extent permitted by law and subject to the terms and conditions of this Section 2any benefit plans in effect from time to time, Employee shall the Company will maintain the Benefit Payment for a period of six months from the effective date of termination. If either the Executive or Terrell obtains a new source of remuneration for personal xxxxxxxs, whether through an office, new employment, a contract to provide consulting or other personal services, or any position analogous to any of the foregoing, the Benefit Payment will terminate on the date of commencement of such office, employment, contract or position. (iii) the Company will arrange for the Executive to be provided with such outplacement career counselling services as are reasonable and appropriate, to assist the Executive in seeking new executive level employment; (iv) all incentive stock options granted to the Executive by the Company under any stock option agreement that is entered into between the Executive and the Company and is outstanding at the time of termination of the Executive's employment, which incentive stock options have not be entitled to receive any other compensation or benefits under this Agreement as a result of yet vested, will immediately vest upon the termination of Employeethe Executive's employment following a Change and will be fully exercisable by the Executive in accordance with the terms of Control the agreement or Constructive Terminationagreements under which such options were granted; and (v) the Executive will not be required to mitigate the amount of any payment provided for in this section 16 by seeking other employment or otherwise, nor will any sums actually received be deducted therefrom.

Termination Following Change in Control. In Executive shall be entitled to the event of the occurrence of Constructive Termination within twelve (12) months after the effective date of benefits described below if a Change in Control, Employee may, at Employee's option, terminate EmployeeControl shall have occurred and within three years of such Change in Control either (i) Executive terminates his employment upon making a determination (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith) that Executive's employment due to Constructive Termination unless Employee has entered into an status or employment agreement with Successor. Such termination shall be effective upon Employee giving notice to Successor. In the event of termination of Employee's employment (1) by Successor within twelve (12) months after the effective date of a Change of Controlresponsibilities have been materially and adversely affected thereby, or (2ii) his employment is terminated by Employee within twelve (12) months after Huntington: Executive shall be entitled to receive an amount equal to three times his Minimum Annual Base Salary in effect for the effective date year in which his termination of a Change of Control as a result of a Constructive Termination, then employment occurs. (a) Successor Executive shall pay Employee a also be entitled to receive three times the average bonus or incentive compensation paid to him in respect of the three fiscal years preceding his termination of employment. Notwithstanding any provision for compensation under this paragraph 2(a), if Executive will attain his Normal Retirement Date as defined in Section 1.31(c) of the Huntington Bancshares Retirement Plan ("Normal Retirement Date") within three years of his termination of employment, then Executive shall be entitled to an amount equal to his Minimum Annual Base Salary for each year, or any portion thereof, remaining between his termination of employment and his Normal Retirement Date. At Executive's option the amount payable under this paragraph 2(a) shall be paid to him in one lump sum cash payment within thirty days after termination of employment or in twenty-four equal consecutive monthly payments commencing on the first day of the month following termination of employment. (b) Huntington shall maintain for Executive's benefit until the earlier of (i) thirty-six months after termination of employment, or (ii) Executive's commencement of full-time employment with a new employer (the "Continuation Period"), all costs and expenses associated with providing a corporate automobile, all professional memberships, dues in all clubs in which Executive maintains membership, all life insurance, medical, health and accident, disability plans or programs and such other substantially similar benefits which Executive shall have been entitled to prior to termination, provided Executive's continued participation is permitted under the Severance Amount within 10 business days general terms of such plans and programs after the termination of employment; (b) Successor shall make available . In the event Executive's participation in any such plan or program is not permitted, Huntington will provide at no cost to Employee, at Employee's cost Executive directly the benefits to which Executive would be entitled under such plans and expense, medical and other insurance coverage at a level and to the extent required by COBRA; and programs. (c) Executive also shall be paid the aggregate of the increases in the single sum actuarial equivalents of Executive's vested accrued benefits under Huntington's retirement plan or any outstanding options held successor plan (hereinafter referred to as the "Pension Plan") and each nonqualified defined benefit pension plan sponsored by Employee Huntington, including the supplemental executive retirement plan that remain unvested would result if Executive were credited with three additional years of service and benefit service and three additional years of age under such plans. (d) Without limiting the rights of Executive at law or in equity, if Huntington fails to make any payment or provide any benefit required to be made or provided hereunder on a timely basis, Huntington will pay interest on the amount or value thereof at an annualized rate of interest equal to the greater of (i) 12% or (ii) the prime commercial rate in effect of The Huntington National Bank or its successor from time to time. Such interest will be payable as it accrues on demand. Any change in such prime rate will be effective on and as of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoing, in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(i) of the Internal Revenue Code of 1986, as amended (an "Excess Parachute Payment"), then the payments to Employee under this Section 2 shall be limited to an amount equal to the maximum amount that could be paid to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject to the terms of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as a result of the termination of Employee's employment following a Change of Control or Constructive Terminationchange.

Termination Following Change in Control. In (a) If your employment is terminated within the event of 12-month period immediately following the occurrence of Constructive Termination within twelve (12) months after the effective date of a Change in ControlControl (i) by the Company other than for Cause or (ii) by you for Good Reason (as defined below), Employee maythen, at Employee's optionin lieu of any severance benefits to which you may otherwise be entitled under any severance plan or program of the Company, terminate Employee's employment due to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination you shall be effective upon Employee giving notice entitled to Successor. In the event of termination of Employee's employment benefits provided below: (1i) by Successor within twelve (12) months after the effective Company shall, on the date of a Change of Controltermination, or (2) by Employee within twelve (12) months after the effective date of a Change of Control as a result of a Constructive Terminationpay to you your full earned but unpaid base salary, then (a) Successor shall pay Employee a lump sum cash payment equal to the Severance Amount within 10 business days after the termination of employment; (b) Successor shall make available to Employeewhen due, at Employee's cost and expense, medical and other insurance coverage at a level and to the extent required by COBRA; and (c) any outstanding options held by Employee that remain unvested as of through the date of termination at the rate in effect at the time notice of termination is given, plus all other amounts to which you are entitled under any compensation plan or practice of the Company at the time such payments are due; provided, however, that any accrued but unpaid bonus shall become fully vested and exercisable not be paid to you unless you are employed on the date such bonus would otherwise be paid in accordance with the Company's standard practices; (ii) you shall be entitled to receive, at the times specified in Section 2(b), severance pay equal to your monthly base salary as in effect immediately prior to delivery of the notice of termination for a period of nine (9) months, payable over the 9-month period commencing on the date of termination; and (iii) you will immediately become 75% vested with respect to any unvested options to purchase the Company's capital stock that you then hold and/or the restrictions with respect to 75% of the unvested restricted shares of the Company's capital stock that you then hold shall immediately lapse. (b) The payments provided for in Section 2(a)(ii) shall be made periodically in the same amounts and at the same intervals as your base salary was paid immediately prior to termination of Employee's employment with Successor and prior employment. You shall not be required to mitigate the occurrence amount of an event otherwise terminating the options. Notwithstanding the foregoing, any payment provided for in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" as defined by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in Section 280G(b)(i) of the Internal Revenue Code of 1986, as amended (an "Excess Parachute Payment"), then the payments to Employee under this Section 2 shall be limited reduced by any compensation earned by you as the result of employment by another employer or self-employment, by retirement benefits, by offset against any amounts (other than loans or advances to an amount equal you by the Company) claimed to be owed by you to the maximum amount that could be paid Company, or otherwise. (c) For purposes of this Agreement, "Cause" shall mean (i) your gross negligence, breach of fiduciary duty involving personal profit, personal dishonesty, recklessness or willful misconduct with respect to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject your obligations or otherwise relating to the terms of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as a result business of the termination Company; (ii) the material breach of Employee's employment following any agreement between you and the Company, including Company policies and practices; (iii) your conviction or entry of a Change plea of Control nolo contendere for fraud or Constructive Terminationembezzlement, or any felony or crime of moral turpitude; or (iv) your willful neglect of duties or failure to satisfactorily perform stated duties, in each case as determined in good faith by the Board.

Termination Following Change in Control. In (i) Anything contained herein to the contrary notwithstanding, in the event of the occurrence of Constructive Termination Executive’s employment hereunder is terminated within twelve six (126) months after the effective date of following a Change in Control, Employee may, at Employee's option, terminate Employee's employment due to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination shall be effective upon Employee giving notice to Successor. In the event of termination of Employee's employment Control (1as defined below) by Successor within twelve (12) months after the effective date of a Change of ControlCompany without Cause, or by the Executive with Good Reason, then the Company shall pay to the Executive in complete satisfaction of its obligations under this Agreement, as severance pay and as liquidated damages (because actual damages are difficult to ascertain), an amount equal to (i) (a) his Base Salary as then in effect for a period of two (2) by Employee within twelve (12) months after years from the effective date Date of a Change of Control as a result of a Constructive Termination, then in equal installments on the Company’s normal payroll dates over the twenty four (a24) Successor shall pay Employee month period following the Date of Termination and continuing on the same day of each succeeding month thereafter plus (b) an amount equal to the Incentive Bonus which would otherwise been payable in accordance with Section 2.2 hereof for the Employment Year in which the Date of Termination occurs at such time the Incentive Bonus, if any, would otherwise have been payable in accordance with Section 2.2 hereof; or (ii) except with regard to the payment of an amount that is a Section 409A Amount, the Company, in its sole discretion, may elect to make a lump sum cash payment equal to the Severance Amount within 10 business days after the termination of employment; (b) Successor shall make available to Employee, at Employee's cost and expense, medical and other insurance coverage at a level and to the extent required by COBRA; and (c) any outstanding options held by Employee that remain unvested as present value of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event payments otherwise terminating the options. Notwithstanding the foregoing, due under clause (i)(a); provided that if any severance payment payable after a “Change in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" Control” as defined in Section 280G(b)(i) 280G of the Internal Revenue Code of 19861986 (the “Code”), either alone or together with other payments or benefits, either cash or non-cash, that the Executive has the right to receive from the Company, including, but not limited to, accelerated vesting or payment of any deferred compensation, options, stock appreciation rights or any benefits payable to the Executive under any plan for the benefit of employees, which would constitute an “excess parachute payment” (as amended (an "Excess Parachute Payment"defined in Code Section 280G), then the payments to Employee under this Section 2 such severance payment or other benefit shall be limited to an amount equal reduced to the maximum largest amount that could will not result in receipt by the Executive of a parachute payment. The determination of the amount of the payment described in this subsection shall be paid to Employee so that no such amount, along with all other payments to Employee made by Successor, the Company’s independent auditors at the sole expense of the Company. For purposes of clarification the value of any options described above will be deemed to constitute an Excess Parachute Payment. Subject to determined by the terms of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as Company’s independent auditors using a result of the termination of Employee's employment following a Change of Control or Constructive TerminationBlack-Scholes valuation methodology.

Termination Following Change in Control. In If a Change in Control occurs during the event term of this Agreement, and if Executive's employment is terminated during the 12 month period following the date of the occurrence Change in Control (i) by Printware other than for Cause, Retirement, or Disability or (ii) by Executive for Good Reason or (iii) by Executive for voluntary resignation, then Executive shall be entitled to the benefits provided below: (a) Printware shall pay Executive, through the Date of Constructive Termination, the Executive's base salary as in effect at the time the Notice of Termination is given and any other form or type of compensation and benefit otherwise payable for such period; (b) Printware shall pay Executive a severance payment (the "Severance Payment") equal to 24 months of 125% the Executive's monthly base salary of of the Date of Termination (base salary shall include any amounts contributed by the Executive to any cash or deferred arrangement that qualifies under Section 401(k) of the Code or any cafeteria plan under Section 125 of the Code sponsored by Printware). The Severance Payment shall be made in a single lump sum within twelve (12) months 60 days after the effective date Date of Termination. The Severance Payment herein shall be in lieu of any other cash severance benefits payable under any other policy, plan or program of Printware. (c) All nonvested options to purchase the capital stock of Printware held by Executive on the Date of Termination shall immediately vest in full and all restrictions on any restricted stock held by Executive shall immediately lapse and Executive shall be entitled to exercise all rights and to receive all benefits accruing to Executive under any and all Printware stock purchase and stock option plans or programs, or any successor to any such plans or programs, for a period of 90 days following the Date of Termination, which shall be in addition to, and not reduced by, any other amounts payable to Executive under this Section 3. (d) Executive shall be entitled to receive all benefits payable to the Executive under any of Printware's pension, life insurance, medical, health and accident, disability, deferred compensation, or savings plans in which Executive was participating immediately prior to the Change in Control, Employee may, at Employee's option, terminate Employee's employment due to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination which shall be effective upon Employee giving notice in addition to, and not reduced by, any other amounts payable to Successor. In the event of termination of Employee's employment (1) by Successor within twelve (12) months after the effective date of a Change of Control, or (2) by Employee within twelve (12) months after the effective date of a Change of Control as a result of a Constructive Termination, then (a) Successor shall pay Employee a lump sum cash payment equal to the Severance Amount within 10 business days after the termination of employment; (b) Successor shall make available to Employee, at Employee's cost and expense, medical and other insurance coverage at a level and to the extent required by COBRA; and (c) any outstanding options held by Employee that remain unvested as of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoing, in the event that any payments Executive under this Section 2 will be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(i3. (e) of the Internal Revenue Code of 1986, as amended (an "Excess Parachute Payment"), then the payments to Employee under this Section 2 shall be limited to an amount equal to the maximum amount that could be paid to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject to the terms of this Section 2, Employee Executive shall not be entitled required to receive mitigate the amount of any payment provided for in this Section 3 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 3 be reduced by any compensation earned by Executive as the result of employment by another employer or by any other amounts of compensation or benefits under this Agreement as a result payable by Printware after the Date of the termination of Employee's employment following a Change of Control Termination, or Constructive Terminationotherwise.

Termination Following Change in Control. In the event the Executive's employment hereunder is terminated without cause at any time within three months after a "Change in Control" (as hereinafter defined), which the Company shall be entitled to do, the Executive shall receive from the Company (in lieu of any rights or claims, other than the possible right to an incentive bonus for the period prior to termination as set forth in Section 6 hereof, that the Executive may have in respect of this Agreement, including without limitation the provisions of Section 11.2 hereof, all of which rights or claims the Executive hereby waives and releases in consideration for the severance payments provided in this Section 11.4) as severance payments, and in consideration of the occurrence Executive's compliance with the provisions of Constructive Termination Section 13 hereof for so long as payments are being made pursuant to this Section 11.4, payment of the Executive's Base Salary and the insurance benefits described in Sections 7.4, 7.6 and 8 hereof, in each case for a period of eighteen months beginning on the date of termination of the Executive's employment; provided, however, that in the event the Executive receives any fees, salary or other compensation of any kind in consideration for providing services as an employee, agent, consultant, independent contractor or otherwise during the last six months of the aforementioned 18-month period (such last six months being hereinafter referred to as the "Mitigation Period"), then the Company shall be obligated with respect to the Executive's Base Salary payments during the Mitigation Period to pay only an amount equal to the excess, if any, of the Executive's Base Salary otherwise payable during such Mitigation Period over the amount of any such fees, salary or other compensation earned or received by the Executive during such period. In addition, the Company's obligation to provide the insurance benefits described in Sections 7.4, 7.6 or 8 hereof during the Mitigation Period shall terminate as to any such insurance at such time as the Executive becomes entitled to comparable insurance coverage from any other employer or entity. Payments of Base Salary shall be made at the same times and in the same manner that such payments would have been made to the Executive if his employment had not been terminated. In addition, if the Executive's employment hereunder is terminated without cause at any time within twelve (12) three months after the effective date of a Change in Control, Employee may, at Employee's option, terminate Employee's employment due to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination the Executive shall be effective upon Employee giving notice entitled to Successor. In the event of termination of Employee's employment (1) by Successor within twelve (12) months after the effective date of a Change of Control, or (2) by Employee within twelve (12) months after the effective date of a Change of Control as a result of a Constructive Termination, then (a) Successor shall pay Employee a lump sum cash payment equal to the Severance Amount within 10 business days after the termination of employment; (b) Successor shall make available to Employee, at Employee's cost and expense, medical and other insurance coverage at a level and to the extent required by COBRA; and (c) any outstanding exercise all options held by Employee that remain unvested as of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoing, in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" as defined referenced in Section 280G(b)(i) of the Internal Revenue Code of 19869 hereof which are not then exercisable, as amended (an "Excess Parachute Payment"), then the payments to Employee under this Section 2 shall be limited to an amount equal to the maximum amount that could be paid to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject subject to the terms and provisions of the option agreement provided for by the terms of the Plan. For purposes of this Section 211.4, Employee a "Change in Control" shall not be mean the sale of all or substantially all of the Company's assets to, or the acquisition (by purchase, merger, reorganization or otherwise) of shares of the Company's capital stock representing more than 50% of the votes which all stockholders are entitled to receive cast by, any other compensation person or benefits under this Agreement as a result group of affiliated persons not presently affiliated with the termination of Employee's employment following a Change of Control or Constructive TerminationCompany.

Termination Following Change in Control. In the event of the occurrence of Constructive Termination If, within twelve (12) months after the effective date consummation of a Change in ControlControl (as such term is defined in Section 7(e)(i), Employer terminates Employee’s employment without Just Cause or Employee mayterminates her employment with Employer Agreement as a result of a Good Reason (as such term is defined in Section 7(e)(ii); and, at Employee's optionin either event, terminate Employee's employment due if Employee executes a Release within the time period set forth therein (but in no event later than forty-five (45) days after the termination date) and allows such Release to Constructive Termination unless become effective in accordance with its terms, then Employee has entered into an employment agreement with Successor. Such termination shall be effective upon Employee giving notice entitled to Successor. In the event following in lieu of termination any severance compensation or benefits set forth in Section 7(c): (i) all Accrued Compensation (as defined in Section 7(a) herein); (ii) severance, payable in accordance with the Employer’s standard payroll practices, equal to Employee’s then current base salary (exclusive of Employee's employment (1any bonus pursuant to Section 3 herein or other variable compensation) by Successor within for twelve (12) months after commencing with the effective date first payroll period following the effectiveness of a the Release (the “Change of Control, or in Control Severance Period”); (2iii) all stock option grants and any restricted stock grants then held by Employee within twelve (12) months after the effective date shall be subject to accelerated vesting such that all unvested shares shall be accelerated and deemed fully vested as of a Change of Control as a result of a Constructive Termination, then (a) Successor shall pay Employee a lump sum cash payment equal to the Severance Amount within 10 business days after the termination Employee’s last day of employment; and (biv) Successor shall make available to Employee, at Employee's cost if the Employee elects continued health care coverage under COBRA and expense, medical and other insurance coverage at a level and to the extent required by COBRA; and (c) any outstanding options held by Employee that remain unvested as timely pays his or her portion of the date of termination applicable premiums, the COBRA Premium Payment benefits provided for in Section 7(c)(iii) shall become fully vested and exercisable as commence on the first day of the date Change in Control Severance Period and continue until the earlier of termination of Employee's employment with Successor and prior to (i) the occurrence of an event otherwise terminating the options. Notwithstanding the foregoing, in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(i) last day of the Internal Revenue Code of 1986Change in Control Severance Period; (ii) the date on which the Employee or qualified beneficiary, as amended (an "Excess Parachute Payment"), then the payments to Employee under this Section 2 shall be limited to an amount equal to the maximum amount that could be paid to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject to the terms of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as a result of the termination of Employee's employment following a Change of Control or Constructive Termination.as

Termination Following Change in Control. In the event of the occurrence of Constructive Termination within twelve (12) months after the effective date of a Change in Control, Employee may, at Employee's option, terminate Employee's employment due to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination shall be effective upon Employee giving notice to Successor. In the event of termination of Employee's employment (1) by Successor within twelve (12) months after the effective date of a Change of Control, or (2) by Employee within twelve (12) months after the effective date of a Change of Control as a result of a Constructive Termination, then (a) Successor shall pay Employee a lump sum cash payment equal Anything contained herein to the Severance Amount within 10 business days after the termination of employment; (b) Successor shall make available to Employee, at Employee's cost and expense, medical and other insurance coverage at a level and to the extent required by COBRA; and (c) any outstanding options held by Employee that remain unvested as of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoingcontrary notwithstanding, in the event that any payments under this Section 2 will be deemed the Executive resigns from his employment hereunder with Good Reason, the Board terminates the Executive’s employment hereunder without Cause or Executive’s employment terminates by reason of death or Disability, in each case, within the period commencing three months prior to constitute an "excess parachute payment" as defined a Change in Section 280G(b)(i) of Control and ending 24 months following the Internal Revenue Code of 1986, as amended Change in Control (an "Excess Parachute Payment"a “Change in Control Period”), then then, in lieu of any amount otherwise payable pursuant to Section 4.4.2, the payments Company shall pay or provide the Executive the Amounts and Benefits and, subject to Employee under this Section 2 shall be limited to 4.4.5, a severance payment as follows: (i) an amount equal to the maximum sum of (x) two times the Base Salary as then in effect (without taking into account any reduction therein that constitutes a basis for Good Reason), plus (y) an amount equal to two times the Executive’s target Incentive Bonus as then in effect (without taking into account any reduction therein that could constitutes a basis for Good Reason), with the aggregate amount due paid in a lump sum on the first payroll date on or following the 60th day after the Date of Termination; (ii) the prior year’s Incentive Bonus to the extent not then already paid with the amount based on the higher of target or actual performance of the relevant goals, such prior year’s Incentive Bonus to be paid in a lump sum at the same time related bonuses are paid to executives who continue to be employed by the Company; (iii) the vesting and, if applicable, exercisability of each equity award granted to the Executive by the Company shall accelerate in respect of 100% of the shares of the Company common stock subject thereto effective as of the Date of Termination and, to the extent applicable, shall remain exercisable for a period of not less than 12 months following the Date of Termination (unless doing so would not comply with Code Section 409A (as defined in Section 8.9 hereof)); (iv) during the COBRA Period, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall, in its sole discretion, either (A) continue to provide to the Executive and the Executive’s dependents, at the Company’s sole expense, or (B) reimburse the Executive and the Executive’s dependents for coverage under its group health plan (if any) at the same levels in effect on the Date of Termination; provided, however, that if (1) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the continuation coverage period to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), (2) the Company is otherwise unable to continue to cover the Executive or the Executive’s dependents under its group health plans, or (3) the Company cannot provide the benefit without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in any such case, an amount equal to each remaining subsidy shall thereafter be paid to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject the Executive in substantially equal monthly installments over the COBRA Period (or remaining portion thereof); and (v) outplacement services provided to the terms Executive by a reputable national outplacement service provider for up to 12 months following the Date of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as a result of the termination of Employee's employment following a Change of Control or Constructive Termination.

Termination Following Change in Control. In Notwithstanding anything to the event contrary in this Agreement, if either the Company elects to terminate the Employee without cause pursuant to Section 4E within ninety (90) days before or twenty four (24) months after a change in control or the Employee elects to resign with good reason, within twenty-four (24) months after a change in control of the occurrence Company, then as a severance benefit and in lieu of Constructive Termination within twelve all compensation or damages the Company shall (12i) pay the Employee a lump sum equal to four (4) times the average of the annual base salary plus bonuses paid to the Employee during each of the three years prior to the time of such termination or resignation, (ii) continue to provide the Employee at Company expense all medical, disability and insurance benefits available to him at the time of such termination or resignation for a period of forty-eight (48) months after such termination or resignation, or, if shorter, the maximum period allowed under the Company's policies as then in effect or under applicable law, (iii) accelerate the vesting of all unvested stock options granted to the Employee under the Company's stock option or other benefit plans so that all such stock options will vest and be fully exercisable on the date of such termination or resignation, and (iv) extend the post-termination exercise period for all stock options granted to the Employee under the Company's stock option and other benefit plans so that all such stock options will be exercisable for the longer of sixty (60) months after the effective date of a Change such termination or resignation or any longer post-termination exercise period provided in Controlsuch plan. For purposes of this subsection, Employee maythe term "change in control" shall mean any change in control that the Company would be required to report in response to Item 5(f) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, at Employee's option, terminate Employee's employment due to Constructive Termination unless Employee has entered into an employment agreement with Successoras amended (the "Exchange Act"). Such termination shall be effective upon Employee giving notice to Successor. In the event of termination of Employee's employment (1) by Successor within twelve (12) months after the effective date of a Change of Control, or (2) by Employee within twelve (12) months after the effective date of a Change of Control as a result of a Constructive Termination, then (a) Successor shall pay Employee a lump sum cash payment equal to the Severance Amount within 10 business days after the termination of employment; (b) Successor shall make available to Employee, at Employee's cost and expense, medical and other insurance coverage at a level and to the extent required by COBRA; and (c) any outstanding options held by Employee that remain unvested as of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding Without limiting the foregoing, a change in the event that any payments under this Section 2 will control shall also be deemed to constitute an have occurred if (i) any "excess parachute paymentperson" as defined in Section 280G(b)(i13(d) and 14(d) of the Internal Revenue Code Exchange Act is or becomes, directly or indirectly, the "beneficial owner" as defined in Rule 13 (d-3) under the Exchange Act of 1986securities of the Company which represent forty percent (40.0%) or more of the combined voting power of the Company's then outstanding securities, as amended but excluding from such "person" Xxxxxx Xxxxx Xxxxx, his estate, affiliates or successors; or (an "Excess Parachute Payment")ii) during any period of two (2) consecutive years, then individuals who at the payments beginning of said two (2) year period constituted the Board of Directors of the Company cease for any reason to constitute at least a majority of the Board, unless the election or nomination of each new director was approved by a vote of at least two-thirds of the directors who were in office at the beginning of said two year period, whether such individuals who were directors of the Company at the beginning of said two (2) year period are still directors at the time such approval is sought. For purposes of this subsection, the Employee under this Section 2 shall be limited to an amount equal to the maximum amount that could be paid to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject have resigned if he so elects "with good reason", if he does so following a change in control as a result of the Company having done any or all of the following without the Employee's express written consent: (i) assigned the Employee different duties or changed the working environment, (ii) failed to provide administrative and secretarial support (iii) made changes in his reporting responsibilities, title, or office that are substantially inconsistent with the Employee's duties, responsibilities, titles, or offices immediately prior to the terms change in control; (iv) reduced the Employee's base salary from that in effect at the time of the change in control; (v) failed to continue any bonus plan in substantially the same form as it existed prior to the change in control and the Company has not given the Employee an equivalent benefit; (vi) required the Employee to be based more than five (5) miles from his present office location, except for required travel consistent with the Employee's present business travel obligations and subject to Section 1 above; (vii) failed to continue any plan or program for compensation, employee benefits, stock purchase or ownership, life insurance, group medical, disability, or vacation in substantially the same form as immediately prior to the change in control, or otherwise made any material reduction in the Employee's fringe benefits, and the Company has not given the Employee an equivalent benefit, or (viii) failed to obtain the assumption of this Section 2, Agreement by any successor to the Company. The Employee shall not be entitled to receive the benefits of this Section 4F if this Agreement and his employment are terminated pursuant to Section 4A, B or D. If the Employee institutes legal proceedings to enforce any provision of this Section 4F or any other compensation provision of this Agreement providing rights or benefits under this Agreement as after a result change of control, he shall be entitled to recover from the termination Company all costs, fees and expenses of Employee's employment following a Change of Control or Constructive Termination.such proceeding if he is the prevailing party

Termination Following Change in Control. In the event of the occurrence of Constructive Termination within twelve (12) months after the effective date of a Change in Control, Employee may, at Employee's option, terminate Employee's employment due to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination shall be effective upon Employee giving notice to Successor. In the event of termination of Employee's the Executive’s employment within six months following a Change of Control the Executive shall be entitled to the following severance pay and benefits: (1i) by Successor within twelve Severance Pay -Severance payments in the form of continuation as the Executive’s base salary as in effect immediately prior to such termination for a period of 24 months commencing on the sixtieth (1260th) months after day following the effective date of a Change termination; (ii) Benefits Continuation - continued coverage under the Company’s medical care and life insurance benefit plans in which the Executive is participating at the time of Controltermination, or (2equivalent coverage thereof, on the same terms as applicable to other executive employees of the Company from time to time, over the same period with respect to which the Executive’s base salary is continued as provided in Section 9(c)(i) by Employee within twelve (12) months after hereof; provided, however, that the effective date Company’s obligation to provide such coverages shall be terminated if the Executive obtains substitute coverage from another employer of a Change the Executive at any time during the continuation period; the Executive shall be obligated to notify Company of Control as a result of a Constructive Termination, then (a) Successor shall pay Employee a lump sum cash payment equal to the Severance Amount within 10 business days after the termination of employment; (b) Successor shall make available to Employee, at Employee's cost any such substitute coverage and expense, medical and other insurance coverage at a level and to the extent required by COBRA; and (c) any outstanding options held by Employee that remain unvested as of the date of termination commencement thereof promptly upon obtaining any such coverage. The Executive shall become fully vested and exercisable as be entitled, at the expiration of the date period of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoing, in the event that any payments benefits continuation under this Section 2 will be deemed 9(c)(ii), to constitute an "excess parachute payment" as defined elect continued medical coverage upon timely election of COBRA continuation coverage, in accordance with Section 280G(b)(i) 4980B of the Internal Revenue Code of 1986, as amended (an "Excess Parachute Payment")or any successor provision thereto) with the Company premiums paid at the same percentage as prior to the Executive’s termination; provided that, then if COBRA continuation coverage is otherwise earlier terminated under applicable law, then, in lieu of coverage, the payments Company will pay its share of the monthly Company premium in effect prior to Employee the termination of COBRA continuation coverage directly to the Executive each month for the remainder of the relevant period. Any amounts paid by the Company on Executive’s behalf under this Section 2 9(c)(ii) to continue the Executive’s medical care and life insurance benefits shall be limited recorded as additional income pursuant to an amount equal to Section 6041 of the maximum amount that could be paid to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject to the terms of this Section 2, Employee Code and shall not be entitled to receive any other compensation or benefits under this Agreement as a result of the termination of Employee's employment following a Change of Control or Constructive Termination.tax qualified treatment; and

Termination Following Change in Control. In the event (a) If any of the occurrence of Constructive Termination within twelve (12) months after the effective date of events described in paragraph 1 hereof constituting a Change in ControlControl of the Company shall have occurred, Employee may, at Employee's option, terminate Employeethe Executive shall be entitled to the payments and benefits provided in paragraph 4 hereof upon the subsequent termination of the Executive's employment within the applicable period set forth in paragraph 4 hereof following such Change in Control of the Company unless such termination is (i) due to Constructive Termination unless Employee has entered into an the Executive's death; or (ii) by the Company by reason of the Executive's Disability (as hereinafter defined) or for Cause (as hereinafter defined); or (iii) by the Executive other than for Good Reason (as hereinafter defined). (b) If, following a Change in Control of the Company, the Executive's employment agreement with Successor. Such termination is terminated by reason of the Executive's death or Disability, the Executive shall be effective upon Employee giving notice entitled to Successordeath or long-term disability benefits, as the case may be, from the Company no less favorable than the maximum benefits to which the Executive would have been entitled had the death or termination for Disability occurred at any time during the six month period prior to the Change in Control of the Company. In If prior to any such termination for Disability, the event of termination of EmployeeExecutive fails to perform the Executive's employment (1) by Successor within twelve (12) months after the effective date of a Change of Control, or (2) by Employee within twelve (12) months after the effective date of a Change of Control duties as a result of a Constructive Terminationincapacity due to physical or mental illness, then the Executive shall continue to receive the Executive's Salary (a) Successor shall pay Employee a lump sum cash payment equal as hereinafter defined), less any benefits as may be available to the Severance Amount within 10 business days after Executive under the termination of employment; (b) Successor shall make available to Employee, at EmployeeCompany's cost and expense, medical and other insurance coverage at a level and to disability plans until the extent required by COBRA; and Executive's employment is terminated for Disability. (c) any outstanding options held by Employee that remain unvested as of If the date of termination shall become fully vested and exercisable as of the date of termination of EmployeeExecutive's employment with Successor and prior shall be terminated by the Company for Cause or by the Executive other than for Good Reason, the Company shall pay to the occurrence Executive the Executive's full Salary through the Date of an event otherwise terminating Termination (as hereinafter defined) at the options. Notwithstanding rate in effect at the foregoingtime Notice of Termination is given, in and the event that any payments Company shall have no further obligations to the Executive under this Section 2 will be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(iAgreement. (d) of the Internal Revenue Code of 1986, as amended (an "Excess Parachute Payment"), then the payments to Employee under this Section 2 shall be limited to an amount equal to the maximum amount that could be paid to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject to the terms For purposes of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as a result of the termination of Employee's employment following a Change of Control or Constructive Termination.Agreement:

Termination Following Change in Control. In Unless Employee’s employment is terminated: (a) because of Employee’s death or disability (as defined in Section 6.2(i)), in which case, the event Corporation shall make payments to the estate of the occurrence of Constructive Termination within twelve Employee or to Employee, as the case may be, as provided in Section 5.3(c) above; (12b) months after by the effective date of a Change Corporation for Cause as defined in Control, Section 6.2(ii); (c) by Employee may, at Employee's option, terminate Employee's employment due to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination shall be effective other than for Good Reason as defined in Section 6.2(iii); upon Employee giving notice to Successor. In the event of termination of Employee's ’s employment (1) by Successor within twelve (12) months after the effective date of a Change of Control, or (2) by Employee within twelve (12) months after the effective date of subsequent to a Change of Control as regardless of the number of months then remaining in the term of this Agreement, Employee shall be entitled to a result of a Constructive Termination, then (a) Successor shall pay Employee a lump sum cash severance payment equal to Employee’s then current monthly salary for twenty-four (24) months plus an amount equal to two (2) times the Severance Amount within 10 business days after value of Employee’s target bonus, as described in the Corporation’s Annual Incentive Compensation Plan (“Target Bonus”), for the year in which the termination occurs (less any applicable taxes and withholdings) with such severance payment beingpayable in substantially equal installments on the last business day of each applicable month. For purposes of Section 409A, as applicable, each installment payment shall be considered a separate payment. Employee’s entitlement to such payments shall not be reduced by subsequent employment; (b) Successor , provided that no payments shall make available to Employee, at Employee's cost and expense, medical and other insurance coverage at a level and be made under this Section 6.2 to the extent required by COBRA; and (c) any outstanding options held by Employee that remain unvested as of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoing, in the event that any such payments under this Section 2 will be deemed to would constitute an "“excess parachute payment" as defined in Section 280G(b)(i) of payments” under the Internal Revenue Code of 1986, as amended (an "Excess Parachute Payment"the “Code”). In addition, then in the payments to event of such termination, for twenty-four (24) months following the termination of Employee’s employment, the Corporation shall reimburse Employee under for certain premiums paid for health insurance coverage as described in this Section 2 shall be limited 6.2. Employee may elect to an amount equal to continue coverage under the maximum amount that could be paid to Employee so that no such amountCorporation’s group health insurance plan in which he participated on the effective date of the termination of employment by election of continuation coverage under COBRA, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject subject to the terms of the group health plan and applicable law. The Corporation shall reimburse Employee for that portion of the COBRA premiums that are in excess of the amount Employee paid for group health plan coverage immediately prior to termination of employment for the lesser of: (i) the maximum COBRA period for which Employee is eligible, or (ii) twenty-four (24) months following termination of employment. At the end of the maximum COBRA continuation period, the Corporation shall further reimburse Employee for that portion of health insurance premiums under a fully insured, individual health insurance policy that are in excess of the amount Employee paid for coverage under the Corporation’s group health plan immediately prior to termination of employment. Such individual health insurance policy reimbursements shall continue for no longer than the remainder, if any, of the twenty-four (24) month health insurance continuation period following expiration of the maximum COBRA continuation period. Notwithstanding the foregoing, in the event Employee prefers to initially obtain health insurance coverage under a fully insured, individual health insurance policy that is less expensive than COBRA coverage, the Corporation shall reimburse Employee for premiums that are in excess of the amount Employee paid for health insurance under the Corporation’s group health plan immediately prior to termination for twenty-four (24) months. All such reimbursements required pursuant to this Section 26.2 shall be paid as soon as reasonably practicable following Employee’s submission of proof of timely premium payments to the Corporation; provided, however, that all such claims for reimbursement shall be submitted by Employee shall not be entitled to receive any other compensation or benefits under this Agreement as a result of and paid by the Corporation no later than twenty-seven (27) months following Employee’s termination of Employee's employment following a Change of Control or Constructive Terminationemployment.

Termination Following Change in Control. In the event of the occurrence of Constructive Termination Executive's employment hereunder is terminated without cause at any time within twelve two years after a "Change in Control" (12) months as hereinafter defined), which the Company shall be entitled to do, or if the Executive voluntarily resigns his employment hereunder within two years after the effective date of a Change in Control, Employee may, at Employee's option, terminate Employee's employment due to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination shall be effective upon Employee giving notice to Successor. In the event of termination of Employee's employment (1) by Successor within twelve (12) months after the effective date of a Change of Control, or (2) by Employee within twelve (12) months after the effective date of a Change of Control as a result of a Constructive Termination, then following (a) Successor shall pay Employee a lump sum cash payment equal to the Severance Amount within 10 relocation of the Executive's principal business days after the termination of employment; location by more than 35 miles, (b) Successor shall make available to Employee, at Employeea significant reduction in the Executive's cost duties and expense, medical and other insurance coverage at a level and responsibilities from those existing prior to the extent required by COBRA; and Change in Control or (c) a reduction in the Executive's then-current Base Salary, which the Executive shall be entitled to do, the Executive shall receive from the Company (in lieu of any outstanding options held by Employee rights or claims, other than the possible right to an incentive bonus for the period prior to termination as set forth in Section 6 hereof, that remain unvested the Executive may have in respect of this Agreement, including without limitation the provisions of Section 11.2 hereof, all of which rights or claims the Executive hereby waives and releases in consideration for the severance payments provided in this Section 11.4) as severance payments, and in consideration of the date Executive's compliance with the provisions of termination shall become fully vested Section 13 hereof for so long as payments are being made pursuant to this Section 11.4, payment of the Executive's Base Salary and exercisable as the insurance benefits described in Sections 7.4, 7.6 and 8 hereof, in each case for a period of one year beginning on the date of termination of Employeethe Executive's employment with Successor employment. In addition, under such circumstances, the Executive shall be entitled to exercise all options referenced in Section 9 hereof and prior all other options then held by the Executive which are not then exercisable, subject to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoing, in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(i) terms and provisions of the Internal Revenue Code option agreement provided for by the terms of 1986the Plan, as amended (an "Excess Parachute Payment"), then the payments to Employee under this Section 2 shall be limited to an amount for a period equal to the maximum amount that could be paid to Employee so that no lesser of (y) one year from the date of termination for all options granted after 1996 and five years from the date of the Change in Control for all options granted before 1997 or (z) the original term of such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Paymentoptions. Subject to the terms For purposes of this Section 211.4, Employee a "Change in Control" shall not be mean the sale of all or substantially all of the Company's assets to, or the acquisition (by purchase, merger, reorganization or otherwise) of shares of the Company's capital stock representing more than 50% of the votes which all stockholders are entitled to receive cast by, any other compensation person or benefits under this Agreement as a result group of affiliated persons not presently affiliated with the termination of Employee's employment following a Change of Control or Constructive TerminationCompany.

Termination Following Change in Control. In the event of the occurrence of Constructive Termination If, within twelve (12) months after the effective date consummation of a Change in ControlControl (as such term is defined in Section 7(e)(i), Employee may, at Employee's option, terminate Employer terminates Employee's employment due to Constructive Termination unless without Just Cause or Employee has entered into an terminates his employment agreement with Successor. Such termination shall be effective upon Employee giving notice to Successor. In the event of termination of Employee's employment (1) by Successor within twelve (12) months after the effective date of a Change of Control, or (2) by Employee within twelve (12) months after the effective date of a Change of Control Employer Agreement as a result of a Constructive TerminationGood Reason; and, in either event, if Employee executes a Release which shall be reasonable in all particulars within the time period set forth therein (but in no event later than forty-five (45) days after the termination date) and allows such Release to become effective in accordance with its terms, then Employee shall be entitled to the following in lieu of any severance compensation or benefits set forth in Section 7(c): (ai) Successor all Accrued Compensation (as defined in Section 7(a) herein); (ii) severance, payable in accordance with the Employer's standard payroll practices, of an amount equal to 12 months of Employee's then current base salary (exclusive of any bonus pursuant to Section 3 herein or other variable compensation), commencing with the first payroll period following the effectiveness of the Release (the "Change in Control Severance Period"); (iii) all stock option grants and any restricted stock grants then held by Employee shall be subject to accelerated vesting such that all unvested shares shall be accelerated and deemed fully vested as of Employee's last day of employment; and (iv) if the Employee elects continued health care coverage under COBRA and timely pays his or her portion of the applicable premiums, the COBRA Premium Payment benefits provided for in Section 7(c)(iii) shall commence on the first day of the Change in Control Severance Period and continue until the earlier of (i) the last day of the Change in Control Severance Period; (ii) the date on which the Employee or qualified beneficiary, as applicable, becomes enrolled in the group health insurance plan of another employer, or (iii) the date on which the Employee or qualified beneficiary, as applicable, becomes entitled to Medicare after the COBRA election (such period from the termination date through the earliest of (i) through (iii), the “Change in Control COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums on Employee’s behalf, the Company will pay Employee on the last day of each remaining month of the Change in Control COBRA Payment Period a lump sum cash payment equal to the COBRA premium for that month on a post-tax basis, which payment shall be subject to applicable tax withholding (such amount, the “Change in Control Special Severance Amount within 10 business days after the termination of employment; (b) Successor shall make available Payment”), such Change in Control Special Severance Payment to Employee, at Employee's cost be made without regard to whether Employee elects COBRA coverage or alternative health coverage and expense, medical and other insurance coverage at a level and without regard to the extent required by COBRA; and (c) any outstanding options held by Employee that remain unvested as expiration of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and Change in Control COBRA Payment Period prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoing, in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(i) end of the Internal Revenue Code Change in Control Severance Period following Employee’s termination. Such Change in Control Special Severance Payment shall end on the earlier of 1986, (i) the date on which Employee commences other employment and (ii) the close or termination of the Change in Control Severance Period following Employee’s termination. Employee's disability insurance coverage will end upon his last day of active employment and Employee may port or convert the basic life insurance coverage within 31 days of the termination date as amended (an "Excess Parachute Payment"), then the payments to Employee provided under this Section 2 shall be limited to an amount equal to the maximum amount that could be paid to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject to the terms of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as a result of the termination of Employee's employment following a Change of Control or Constructive Terminationpolicy.

Termination Following Change in Control. In Anything contained herein to the contrary notwithstanding, in the event of the occurrence of Constructive Termination Executive’s employment hereunder is terminated within twelve six (126) months after the effective date of following a Change in Control, Employee may, at Employee's option, terminate Employee's employment due to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination shall be effective upon Employee giving notice to Successor. In the event of termination of Employee's employment Control (1as defined below) by Successor within twelve (12) months after the effective date of a Change of Control, or (2) by Employee within twelve (12) months after the effective date of a Change of Control as a result of a Constructive TerminationCompany without Cause, then the Company shall pay to the Executive in complete satisfaction of its obligations under this Agreement, reimbursement for any unpaid and approved expenses incurred pursuant to Section 6.6 through the Termination Date, any accrued but unpaid Base Salary and vacation and, as severance pay and as liquidated damages (because actual damages are difficult to ascertain), an amount equal to (i) (a) Successor shall pay Employee his Base Salary as then in effect for a period of eighteen months (18) months from the Termination Date, payable in equal installments on the Company’s normal payroll dates for the eighteen (18) month period following the Termination Date; and (b) an amount equal to the Discretionary Bonus which would otherwise have been payable in accordance with Section 6.3 hereof for the employment year in which the Termination Date occurs, payable at such time the Discretionary Bonus, if any, would otherwise have been payable in accordance with Section 6.3 hereof; and (c) the remainder of any Non-Bonus Eligible Base Salary not already paid pursuant to section 6.2 above; or (ii) except with regard to the payment of any amount that is a Section 409A Amount, the Company, in its sole discretion, may elect to make a lump sum cash payment equal to the Severance Amount within 10 business days after the termination of employment; (b) Successor shall make available to Employee, at Employee's cost and expense, medical and other insurance coverage at a level and to the extent required by COBRA; and (c) any outstanding options held by Employee that remain unvested as present value of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event payments otherwise terminating the options. Notwithstanding the foregoing, due under clause (i); provided that if any severance payment payable after a “Change in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" Control” as defined in Section 280G(b)(i) 280G of the Internal Revenue Code of 19861986 (the “Code”), either alone or together with other payments or benefits, either cash or non-cash, that the Executive has the right to receive from the Company, including, but not limited to, accelerated vesting or payment of any deferred compensation, options, stock appreciation rights or any benefits payable to the Executive under any plan for the benefit of employees, which would constitute an “excess parachute payment” (as amended (an "Excess Parachute Payment"defined in Code Section 280G), then the payments to Employee under this Section 2 such severance payment or other benefit shall be limited to an amount equal reduced to the maximum largest amount that could will not result in receipt by the Executive of a parachute payment. The determination of the amount of the payment described in this subsection shall be paid to Employee so that no such amount, along with all other payments to Employee made by Successor, the Company’s independent auditors at the sole expense of the Company. For purposes of clarification the value of any options described above will be deemed to constitute an Excess Parachute Payment. Subject to determined by the terms of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as Company’s independent auditors using a result of the termination of Employee's employment following a Change of Control or Constructive TerminationBlack-Scholes valuation methodology.

Termination Following Change in Control. In (a) If your employment is terminated within the event of 12-month period immediately following the occurrence of Constructive Termination within twelve (12) months after the effective date of a Change in ControlControl (i) by the Company other than for Cause or (ii) by you for Good Reason (as defined below), Employee maythen, at Employee's optionin lieu of any severance benefits to which you may otherwise be entitled under any severance plan or program of the Company, terminate Employee's employment due to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination you shall be effective upon Employee giving notice entitled to Successor. In the event of termination of Employee's employment benefits provided below: (1i) by Successor within twelve (12) months after the effective Company shall, on the date of a Change of Controltermination, or (2) by Employee within twelve (12) months after the effective date of a Change of Control as a result of a Constructive Terminationpay to you your full earned but unpaid base salary, then (a) Successor shall pay Employee a lump sum cash payment equal to the Severance Amount within 10 business days after the termination of employment; (b) Successor shall make available to Employeewhen due, at Employee's cost and expense, medical and other insurance coverage at a level and to the extent required by COBRA; and (c) any outstanding options held by Employee that remain unvested as of through the date of termination at the rate in effect at the time notice of termination is given, plus all other amounts to which you are entitled under any compensation plan or practice of the Company at the time such payments are due; provided, however, that any accrued but unpaid bonus shall become fully vested and exercisable not be paid to you unless you are employed on the date such bonus would otherwise be paid in accordance with the Company's standard practices; (ii) you shall be entitled to receive, at the times specified in Section 2(b), severance pay equal to your monthly base salary as in effect immediately prior to delivery of the notice of termination for a period of nine (9) months, payable over the 9-month period commencing on the date of termination; and (iii) you will immediately become 75% vested with respect to any options to purchase the Company's capital stock that you then hold and/or the restrictions with respect to 75% of the restricted shares of the Company's capital stock that you then hold shall immediately lapse. (b) The payments provided for in Section 2(a)(ii) shall be made periodically in the same amounts and at the same intervals as your base salary was paid immediately prior to termination of Employee's employment with Successor and prior employment. You shall not be required to mitigate the occurrence amount of an event otherwise terminating the options. Notwithstanding the foregoing, any payment provided for in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" as defined by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in Section 280G(b)(i) of the Internal Revenue Code of 1986, as amended (an "Excess Parachute Payment"), then the payments to Employee under this Section 2 shall be limited reduced by any compensation earned by you as the result of employment by another employer or self-employment, by retirement benefits, by offset against any amounts (other than loans or advances to an amount equal you by the Company) claimed to be owed by you to the maximum amount that could be paid Company, or otherwise. (c) For purposes of this Agreement, "Cause" shall mean (i) your gross negligence, breach of fiduciary duty involving personal profit, personal dishonesty, recklessness or willful misconduct with respect to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject your obligations or otherwise relating to the terms of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as a result business of the termination Company; (ii) the material breach of Employee's employment following any agreement between you and the Company, including Company policies and practices; (iii) your conviction or entry of a Change plea of Control nolo contendere for fraud or Constructive Terminationembezzlement, or any felony or crime of moral turpitude; or (iv) your willful neglect of duties or failure to satisfactorily perform stated duties, in each case as determined in good faith by the Board.

Termination Following Change in Control. In the event of the occurrence of Constructive Termination If, within twelve (12) months after the effective date consummation of a Change in ControlControl (as such term is defined in Section 7(e)(i)), Employee may, at Employee's option, terminate Employer terminates Employee's employment due to Constructive Termination unless without Just Cause or Employee has entered into an terminates her employment agreement with Successor. Such termination shall be effective upon Employee giving notice to Successor. In the event of termination of Employee's employment (1) by Successor within twelve (12) months after the effective date of a Change of Control, or (2) by Employee within twelve (12) months after the effective date of a Change of Control Employer Agreement as a result of a Constructive TerminationGood Reason (as such term is defined in Section 7(e)(ii)); and, in either event, if Employee executes a Release which shall be reasonable in all particulars within the time period set forth therein (but in no event later than forty-five (45) days after the termination date) and allows such Release to become effective in accordance with its terms, then Employee shall be entitled to the following in lieu of any severance compensation or benefits set forth in Section 7(c): (ai) Successor all Accrued Compensation (as defined in Section 7(a) herein); (ii) severance, payable in accordance with the Employer's standard payroll practices, of an amount equal to 12 months of Employee's then current base salary (exclusive of any bonus pursuant to Section 3 herein or other variable compensation), commencing with the first payroll period following the effectiveness of the Release (the "Change in Control Severance Period"); (iii) all time-based stock option grants and all time-based restricted stock grants then held by Employee shall be subject to accelerated vesting such that all unvested shares subject to such stock awards shall be accelerated and deemed fully vested as of Employee's last day of employment; and (iv) if the Employee elects continued health care coverage under COBRA and timely pays her portion of the applicable premiums, the COBRA Premium Payment benefits provided for in Section 7(c)(iii) shall commence on the first day of the Change in Control Severance Period and continue until the earlier of (i) the last day of the Change in Control Severance Period; (ii) the date on which the Employee or qualified beneficiary, as applicable, becomes enrolled in the group health insurance plan of another employer, or (iii) the date on which the Employee or qualified beneficiary, as applicable, becomes entitled to Medicare after the COBRA election (such period from the termination date through the earliest of (i) through (iii), the “Change in Control COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that its payment of COBRA premiums on the Employee’s behalf would result in a violation of applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums on the Employee’s behalf, the Company will pay the Employee on the last day of each remaining month of the Change in Control COBRA Payment Period a lump sum cash payment equal to the COBRA premium for that month on a post-tax basis, which payment shall be subject to applicable tax withholding (such amount, the “Change in Control Special Severance Amount Payment”), such Change in Control Special Severance Payment to be made without regard to the Employee’s payment of COBRA premiums and without regard to the expiration of the Change in Control COBRA Payment Period prior to the end of the Change in Control Severance Period following the Employee’s termination. Such Change in Control Special Severance Payment shall end on the earlier of (i) the date on which the Employee commences other employment and (ii) the close or termination of the Change in Control Severance Period following the Employee’s termination. Employee's disability insurance coverage will end upon her last day of active employment and Employee may port or convert the basic life insurance coverage within 10 business 31 days after of the termination date as provided under the terms of employment; the policy. (bv) Successor shall make available If the Employee terminated service before an Annual Bonus has been determined for a performance year, then the Employee will have no legally binding right to Employeeany bonus payment. However, at Employee's cost and expensethe time of determination of Annual Bonuses first following the date of termination, medical and other insurance coverage at Employee will be considered for a level and bonus in the manner described in Section 3(b) (but taking into account any period of service during the applicable performance period(s)); provided that if Employee is granted a bonus, the amount shall be prorated based upon the portion of any period for which the bonus is calculated during which Employee was employed. Employer shall pay the amount of the bonus so determined, if any, to the extent required by COBRA; and Employee within thirty (c30) any outstanding options held by Employee that remain unvested as days of the date of termination shall become fully vested and exercisable as determination of the date of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoing, in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(i) of the Internal Revenue Code of 1986, as amended (an "Excess Parachute Payment"), then the payments to Employee under this Section 2 shall be limited to an amount equal to the maximum amount that could be paid to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject to the terms of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as a result of the termination of Employee's employment following a Change of Control or Constructive Terminationbonus.

Termination Following Change in Control. In Except as provided in Section 4 here, CARBONIC will provide or cause to be provided to COLLEN the rights and benefixx xxscribed in Section 3 here in the event that COLLEN's employment is terminated at any time within three years following a Change in Control (as such term is defined in this Section 2) under the circumstances stated in (a) or (b) below. (a) by CARBONIC or the subsidiary employing COLLEN for reasons other than xxx "xause" (as such term is defined in Section 4 here) or other than as a consequence of COLLEN's death or attainment of the occurrence normal retirement date as provided under CARBONIC's 401K Plan (the "Retirement Plan") as in effect immediately preceding such date ("Normal Retirement Date"); or (b) by COLLEN following the occurrencx xx xny of Constructive Termination within twelve the following events: (12i) months after the effective date assignment of a COLLEN to any duties or respoxxxxxxities that are inconsistent with his position, duties, responsibilities or status immediately preceding such Change in Control, Employee may, or a change in his reporting responsibilities or titles in effect at Employeesuch time resulting in a reduction of his responsibilities or position; (ii) the reduction of COLLEN's option, terminate Employee's employment annual salary (including any deferred portions of it) or level of benefits or supplemental compensation; (iii) the transfer of COLLEN to a location requixxxx a change in his residence; (iv) a transfer of COLLEN resulting in a material xxxxxase in the amount of travel normally required of COLLEN in connection with hxx employment; or (v) the good faith determination by COLLEN that due to Constructive Termination unless Employee has entered into an the Change xx Control (including any changes in circumstances at CARBONIC that directly or indirectly effect COLLEN's position, duties, responsibilities or status immediately preceding such Change in Control) he is no longer able to effectively discharge his duties and responsibilities. (vi) upon COLLEN's disability or whenever the continued performance of COLLEN's duties would become hazardous to his health. Under the latter circumstance, as a condition to termination, COLLEN must furnish XXXXXNIC with a physician's written statement that COLLEN's continued employment agreement with Successoris impossible or otherwise hazardous to his health. Such termination That statement must be independently verified by a physician selected by CARBONIC before COLLEN may terminate his employment for reasons of health or disability. If a Change in Control shall occur prior to or during any renewal term, as set forth in Section 6 herein, COLLEN shall be effective upon Employee giving notice entitled to Successor. In the event of termination of Employee's employment (1) by Successor within twelve (12) months after the effective date of a Change of Control, or (2) by Employee within twelve (12) months after the effective date of a Change of Control as a result of a Constructive Termination, then (a) Successor shall pay Employee a lump sum cash payment equal to the Severance Amount within 10 business days after the termination of employment; (b) Successor shall make available to Employee, at Employee's cost xxx xights and expense, medical and other insurance coverage at a level and to the extent required by COBRA; and (c) any outstanding options held by Employee that remain unvested as of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoing, benefits provided for in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(i) of the Internal Revenue Code of 1986, as amended (an "Excess Parachute Payment"), then the payments to Employee under this Section 2 shall be limited to an amount equal notwithstanding any other provisions to the maximum amount that could be paid to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject to the terms of contrary in this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as a result of the termination of Employee's employment following a Change of Control or Constructive TerminationAgreement.

Termination Following Change in Control. In the event of the occurrence of Constructive Termination If, within twelve (12) months after the effective date consummation of a Change in ControlControl (as such term is defined in Section 7(e)(i), Employee may, at Employee's option, terminate Employer terminates Employee's employment due to Constructive Termination unless without Just Cause or Employee has entered into an terminates his employment agreement with Successor. Such termination shall be effective upon Employee giving notice to Successor. In the event of termination of Employee's employment (1) by Successor within twelve (12) months after the effective date of a Change of Control, or (2) by Employee within twelve (12) months after the effective date of a Change of Control Employer Agreement as a result of a Constructive TerminationGood Reason (as such term is defined in Section 7(e)(ii); and, then in either event, if Employee executes a Release which shall be reasonable in all particulars within the time period set forth therein (abut in no event later than forty-five (45) Successor shall pay Employee a lump sum cash payment equal to the Severance Amount within 10 business days after the termination of employment; (bdate) Successor and allows such Release to become effective in accordance with its terms, then Employee shall make available to Employee, at Employee's cost and expense, medical and other insurance coverage at a level and be entitled to the extent required by COBRA; and following in lieu of any severance compensation or benefits set forth in Section 7(c): (ci) any outstanding options held by Employee that remain unvested as of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoing, in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" all Accrued Compensation (as defined in Section 280G(b)(i7(a) herein); (ii) severance, payable in accordance with the Employer's standard payroll practices, of the Internal Revenue Code of 1986, as amended (an "Excess Parachute Payment"), then the payments to Employee under this Section 2 shall be limited to an amount equal to 12 months of Employee's then current base salary (exclusive of any bonus pursuant to Section 3 herein or other variable compensation), commencing with the maximum amount first payroll period following the effectiveness of the Release (the "Change in Control Severance Period"); (iii) all stock option grants and any restricted stock grants then held by Employee shall be subject to accelerated vesting such that could all unvested shares shall be paid accelerated and deemed fully vested as of Employee's last day of employment; and (iv) if the Employee elects continued health care coverage under COBRA and timely pays his or her portion of the applicable premiums, the COBRA Premium Payment benefits provided for in Section 7(c)(iii) shall commence on the first day of the Change in Control Severance Period and continue until the earlier of (i) the last day of the Change in Control Severance Period; (ii) the date on which the Employee or qualified beneficiary, as applicable, becomes enrolled in the group health insurance plan of another employer, or (iii) the date on which the Employee or qualified beneficiary, as applicable, becomes entitled to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute PaymentMedicare after the COBRA election. Subject to If the terms of any benefit plan referred to in this Section 2section do not permit continued participation by Employee, then Employer will arrange for other coverage providing substantially similar benefits at the same contribution level of Employee. Employee's disability insurance coverage will end upon his last day of active employment and Employee shall not be entitled to receive any other compensation may port or benefits under this Agreement as a result convert the basic life insurance coverage within 31 days of the termination date as provided under the terms of Employee's employment following a Change of Control or Constructive Terminationthe policy.

Termination Following Change in Control. In the event of the occurrence of Constructive Termination If Executive’s employment is terminated by Company (or its successor) without Cause or Executive terminates his employment with Company (or its successor) with Good Reason in either case within twelve twenty-four (1224) months after the effective date of a Change in ControlControl (as defined in Section 4.8 below), Employee may, at Employee's option, terminate Employee's employment due Executive will be entitled to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination shall be effective upon Employee giving notice to Successor. In the event of termination of Employee's employment (1) by Successor within twelve (12) months after the effective date of a Change of Control, or (2) by Employee within twelve (12) months after the effective date of a Change of Control as a result of a Constructive Termination, then following benefits: (a) Successor Company (or its successor) shall pay Employee to the Executive all Accrued Obligations in a lump sum in cash within thirty (30) days after the Date of Termination. For the avoidance of doubt, salary, annual bonus, vacation and sick leave, other employee benefits (except for COBRA Coverage and retiree medical) and other perquisites shall cease to accrue as of the Date of Termination. (b) Company (or its successor) shall immediately pay Executive a lump sum payment equal to the Severance Amount within 10 business days after then current annualized base salary provided for under Section 3.1 and the termination Target Bonuses due as described in Section 3.3, through the remainder of employment; the Term, provided that the lump sum shall not be less than three (b3) Successor times the sum of Executive’s annualized base salary and Target Bonus. (c) All outstanding LTICP Awards shall make available to Employeenot forfeit and shall be paid at the times and in the amounts, at Employee's cost provided for in, and expense, medical and other insurance coverage at a level and subject to the extent required by COBRAterms and conditions of, such awards. Additionally, all ungranted LTICP Awards that would have been made to Executive pursuant to Section 3.4 on or prior to the expiration date of the initial 5-year Term shall be immediately granted. The performance period for each such previously ungranted LTICP Award shall be the performance period that would have applied had the award been made at the time provided for in Section 3.4. Each such previously ungranted LTICP Award shall be delivered or paid following the applicable performance period in accordance with the terms of the award. (d) Company shall pay Executive an amount equal to: (i) the forfeited portion of Executive’s accounts under the TXU Deferred and Incentive Compensation Plan (“DICP”) and the TXU Salary Deferral Program (“SDP”) (valued as of the date of such termination in accordance with the valuation methodology used under such plans); and (cii) the matching contributions which would have been made on behalf of Executive under the DICP had Executive continued to defer salary under the DICP at the rate in effect as of the date of such termination for an additional twenty-four (24) months. (e) Executive shall be entitled to receive the Additional Retirement Compensation provided for in Section 3.5 as if Executive had continued in the employment of Company through the expiration of the Term. (f) Company (or its successor) shall provide Executive and his eligible dependents with COBRA Coverage at the prevailing active employee rate for up to eighteen (18) months from such termination. (g) Company’s (or its successor’s) obligations under Sections 4.6 and 5.1 shall continue. (h) Company (or its successor) shall pay any outstanding options held by Employee that remain unvested amounts owed but unpaid to Executive under any plan, policy or program of Company as of the date of termination shall become fully vested at the time provided by, and exercisable as of in accordance with the date of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoingterms of, such plan, policy or program, including any Annual Bonus earned in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" prior calendar year or portion thereof as defined described in Section 280G(b)(i) of the Internal Revenue Code of 1986, as amended (an "Excess Parachute Payment"), then the payments to Employee under this Section 2 shall be limited to an amount equal to the maximum amount that could be paid to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject to the terms of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as a result of the termination of Employee's employment following a Change of Control or Constructive Termination3.3.

Termination Following Change in Control. In the event (a) If any of the occurrence of Constructive Termination within twelve (12) months after the effective date of events described in paragraph 1 hereof constituting a Change in ControlControl of the Company shall have occurred, Employee may, at Employee's option, terminate Employeethe Executive shall be entitled to the benefits provided in paragraph 4 hereof upon the subsequent termination of the Executive's employment within the applicable period set forth in paragraph 4 hereof following such Change in Control unless such termination is (i) due to Constructive Termination unless Employee has entered into an the Executive's death after the Window Period referred to below or Retirement (as hereinafter defined)(other than Early Retirement during the Window Period, as hereinafter defined); or (ii) by the Company or a Subsidiary by reason of the Executive's Disability or for Cause (as hereinafter defined); or (iii) by the Executive other than for Good Reason (as hereinafter defined). (b) If following a Change in Control the Executive's employment agreement with Successor. Such termination is terminated by reason of the Executive's death after the Window Period, Retirement (other than Early Retirement during the Window Period) or Disability, the Executive shall be effective upon Employee giving notice entitled to Successordeath, retirement or disability benefits, as the case may be, from the Company no less favorable than those benefits to which the Executive would have been entitled had the death, Retirement or termination for Disability occurred during the six (6) month period prior to the Change in Control. In If prior to any such termination for Disability, the event of termination of EmployeeExecutive fails to perform the Executive's employment (1) by Successor within twelve (12) months after the effective date of a Change of Control, or (2) by Employee within twelve (12) months after the effective date of a Change of Control duties as a result of a Constructive Terminationincapacity due to physical or mental illness, then the Executive shall continue to receive the Executive's Base Salary (a) Successor shall pay Employee a lump sum cash payment equal as hereinafter defined), less any benefits as may be available to the Severance Amount within 10 business days after Executive under the termination of employment; (b) Successor shall make available to EmployeeCompany's or Subsidiary's disability plans, at Employeeuntil the Executive's cost and expense, medical and other insurance coverage at a level and to the extent required by COBRA; and employment is terminated for Disability. (c) If the Executive's employment shall be terminated by the Company or a Subsidiary for Cause or by the Executive other than for Good Reason, the Company shall pay (subject to any outstanding options held by Employee that remain unvested applicable payroll or other taxes required to be withheld) to the Executive the Executive's Base Salary through the Date of Termination (as hereinafter defined), and the Company or a Subsidiary shall have no further obligations to the Executive under this Agreement. This paragraph 3(c) shall not apply to a termination of the date of termination shall become fully vested and exercisable as of the date of termination of EmployeeExecutive's employment with Successor and prior to by the occurrence Company or a Subsidiary by reason of an event otherwise terminating the options. Notwithstanding the foregoingDeath, in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(iRetirement or Disability. (d) of the Internal Revenue Code of 1986, as amended (an "Excess Parachute Payment"), then the payments to Employee under this Section 2 shall be limited to an amount equal to the maximum amount that could be paid to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject to the terms For purposes of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as a result of the termination of Employee's employment following a Change of Control or Constructive Termination.Agreement:

Termination Following Change in Control. In If the event of Company terminates the occurrence of Constructive Termination Executive's employment other than for Cause, Disability or death within twelve (12) months after the effective date of following a Change in Control, Employee may, at Employee's option, terminate Employee's or if the Executive terminates his or her employment due to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination shall be effective upon Employee giving notice to Successor. In the event of termination of Employee's employment (1) by Successor for Good Reason within twelve (12) months after the effective date of following a Change of in Control, or (2) by Employee within twelve (12) months after then notwithstanding anything to the effective date of a Change of Control as a result of a Constructive Terminationcontrary contained in any prior agreement, then the Executive shall be entitled to benefits described in subsections (a) Successor through (d) below, the distribution of which shall be subject to the provisions of Sections 5.4, 5.5 and 5.8: (a) The Company shall pay Employee to the Executive on the Termination Date, in a lump sum sum, in cash payment (less applicable withholdings): (i) the Accrued Obligations; (ii) the Executive's annual target bonus for the calendar year in which the termination occurred, pro-rated based upon the number of days during such calendar year that the Executive had been employed prior to the Termination Date; and (iii) an amount equal to one hundred percent (100%) of the Severance Amount within 10 business days after the termination of employment; Executive's annual base salary and target bonus. (b) Successor During the Severance Period, the Company shall make available continue to Employee, at Employee's cost and expense, medical and other insurance provide coverage at a level and to the extent Executive in accordance with and subject to the terms of the applicable welfare benefit plans of the Company in effect on the Termination Date; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer, then the Company shall no longer be required by COBRAto provide those particular benefits to the Executive; and and (c) With respect to any outstanding stock options held granted to the Executive by Employee the Company prior to the Termination Date: (i) any such stock options that remain are unvested as of the date of termination Termination Date shall become fully vested and immediately exercisable effective as of the date Termination Date; and (ii) all such stock options shall remain exercisable by the Executive for ninety (90) days following the conclusion of termination the Severance Period but in no event beyond the maximum term of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the any such stock options. Notwithstanding The Executive acknowledges and agrees that the foregoing, in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(i) of the Internal Revenue Code of 1986, as amended (an "Excess Parachute Payment"), then the payments to Employee under this Section 2 shall be limited to an amount equal to the maximum amount that could be paid to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject to the terms provisions of this Section 2, Employee 5.1(d) shall not be entitled to receive cause any other compensation or benefits stock options which had previously been qualified as Incentive Stock Options under this Agreement as a result Section 422 of the termination of Employee's employment following a Change of Control or Constructive TerminationCode to become non-qualified options and lose, irrevocably, any tax-advantaged treatment previously available.

Termination Following Change in Control. In the event of the occurrence of Constructive Termination If, within twelve (12) months after the effective date consummation of a Change in ControlControl (as such term is defined in Section 7(e)(i)), Employer terminates Employee’s employment without Just Cause or Employee may, at Employee's option, terminate Employee's terminates his employment due to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination shall be effective upon Employee giving notice to Successor. In the event of termination of Employee's employment (1) by Successor within twelve (12) months after the effective date of a Change of Control, or (2) by Employee within twelve (12) months after the effective date of a Change of Control Employer Agreement as a result of a Constructive TerminationGood Reason (as such term is defined in Section 7(e)(ii)); and, then in either event, if Employee executes a Release within the time period set forth therein (abut in no event later than forty-five (45) Successor shall pay Employee a lump sum cash payment equal to the Severance Amount within 10 business days after the termination of employment; (bdate) Successor and allows such Release to become effective in accordance with its terms, then Employee shall make available to Employee, at Employee's cost and expense, medical and other insurance coverage at a level and be entitled to the extent required by COBRA; and following in lieu of any severance compensation or benefits set forth in Section 7(c): (ci) any outstanding options held by Employee that remain unvested as of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoing, in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" all Accrued Compensation (as defined in Section 280G(b)(i7(a) herein); (ii) severance, payable in accordance with the Employer’s standard payroll practices, equal to Employee’s then current base salary (exclusive of any bonus pursuant to Section 3 herein or other variable compensation) for 24 months commencing with the first payroll period following the effectiveness of the Internal Revenue Code Release (the “Change in Control Severance Period”); (iii) all stock option grants and any restricted stock grants then held by Employee shall be subject to accelerated vesting such that all unvested shares shall be accelerated and deemed fully vested as of 1986Employee’s last day of employment; and (iv) if the Employee elects continued health care coverage under COBRA and timely pays his or her portion of the applicable premiums, the COBRA Premium Payment benefits provided for in Section 7(c)(iii) shall commence on the first day of the Change in Control Severance Period and continue until the earlier of (i) the last day of the Change in Control Severance Period; (ii) the date on which the Employee or qualified beneficiary, as amended applicable, becomes enrolled in the group health insurance plan of another employer, or (an "Excess Parachute Payment")iii) the date on which the Employee or qualified beneficiary, then as applicable, becomes entitled to Medicare after the payments to Employee under this Section 2 shall be limited to an amount equal to the maximum amount that could be paid to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute PaymentCOBRA election. Subject to If the terms of any benefit plan referred to in this Section 2section do not permit continued participation by Employee, then Employer will arrange for other coverage providing substantially similar benefits at the same contribution level of Employee. Employee’s disability insurance coverage will end upon his last day of active employment and Employee shall not be entitled to receive any other compensation may port or benefits under this Agreement as a result convert the basic life insurance coverage within 31 days of the termination date as provided under the terms of Employee's employment following a Change of Control or Constructive Terminationthe policy.

Termination Following Change in Control. In (a) If the event Executive's employment is terminated by the Company without Cause or by the Executive with Good Reason following a Change in Control (as defined in (b) below) during the period from the date of said Change in Control and prior to the second anniversary of the occurrence of Constructive Termination within twelve (12) months after the effective date of a Change in Control, Employee may, at Employeethe Executive's option, terminate Employee's employment due to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination base salary shall be effective upon Employee giving notice to Successor. In the event continued for a period of termination of Employee's employment (1) by Successor within twelve (12) months after the effective date of a Change of Control, or two (2) years from said termination, and the Company shall pay any earned but unpaid bonus for the preceding fiscal year and full bonuses for any fiscal years ending within said two (2) years and a pro rated portion (based on the days remaining within such fiscal year which ends within the two year period divided by Employee within twelve (12the total days in such fiscal year) months after the effective date for any portion of a Change fiscal year remaining within said two-year period. Bonuses shall be paid at the time and in the manner they are otherwise payable to employees of Control the Company. For purposes of said bonus calculation, the actual performance of the Company, or a relevant division, during the bonus measurement period will be used and it will be assumed that Executive achieved a "neutral" performance as a result of a Constructive Termination, then (a) Successor shall pay Employee a lump sum cash payment equal to the Severance Amount within 10 business days after personal goals aspect, if any, of the termination of employment; bonus formula. (b) Successor For purposes hereof, a "Change in Control" shall make available be deemed to Employeeoccur on the earliest of: (i) The effective time of any purchase, sale, merger, consolidation or other transaction after which any person, corporation, partnership or other entity other than Flowers Industries, Inc. ("Flowers") or its Affiliates, the then current management of the Company or of Flowers or any member of the immediate family of said management, or any employee benefit plan of Company or of Flowers ("Permitted Owners") shall own more than fifty percent (50%) of the outstanding capital stock of the Company which stock is entitled to vote for the election of directors. (ii) If it occurs during the first three years beginning on the Commencement Date, the effective time of any purchase, sale, merger, consolidation or other transaction after which any person, corporation, partnership or other entity other than the then current management of the Company or Flowers or any member of the immediate family of said management, or any employee benefit plan of Company or of Flowers ("Permitted Owners") shall own more than fifty percent (50%) of the outstanding capital stock of Flowers which stock is entitled to vote for the election of directors. (iii) The effective time of a transfer to an entity other than a Permitted Owner of substantially all of the property of the Company. (iv) Continuing Directors at Employee's cost and expense, medical and other insurance coverage at any time fail to constitute a level and to majority of the extent required by COBRA; and (c) any outstanding options held by Employee that remain unvested Board of Directors of the Company. "Continuing Directors" shall mean the members of the Board of Directors as of the date of termination shall become fully vested and exercisable as hereof, plus any new directors whose nominations were approved by at least a majority of the date Continuing Directors in office at the time of termination the election of Employee's employment with Successor and prior to any such new directors. For the occurrence purposes of an event otherwise terminating this Agreement, the options. Notwithstanding the foregoing, in the event that any payments under this Section 2 will term "Affiliate" shall be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(i) Rule 405 of the Internal Revenue Code General Rules and Regulations under the Securities Act of 19861933, as amended (an "Excess Parachute Payment"), then the payments to Employee under this Section 2 shall be limited to an amount equal to the maximum amount that could be paid to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject to the terms of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as a result of the termination of Employee's employment following a Change of Control or Constructive Terminationamended.

Termination Following Change in Control. In Anything contained herein to the contrary notwithstanding, in the event of the occurrence of Constructive Termination Executive’s employment hereunder is terminated within twelve six (126) months after the effective date of following a Change in Control, Employee may, at Employee's option, terminate Employee's employment due to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination shall be effective upon Employee giving notice to Successor. In the event of termination of Employee's employment Control (1as defined below) by Successor within twelve (12) months after the effective date of a Change of Control, or (2) by Employee within twelve (12) months after the effective date of a Change of Control as a result of a Constructive TerminationCompany without Cause, then the Company shall pay to the Executive in complete satisfaction of its obligations under this Agreement, as severance pay and as liquidated damages (because actual damages are difficult to ascertain), an amount equal to (i) (a) Successor shall pay Employee his Base Salary as then in effect for a period of twenty-four months (24) months from the Date of Termination, in equal installments on the Company’s normal payroll dates for the twenty-four months (24) month period following the Date of Termination, and continuing on the same day of each succeeding month thereafter for such twenty four month period, plus (b) an amount equal to the Bonus which would otherwise been payable in accordance with Section 6.2 hereof for the employment year in which the Date of Termination occurs at such time the Bonus, if any, would otherwise have been payable in accordance with Section 6.2 hereof; and (ii) except with regard to the payment of an amount that is a Section 409A Amount, the Company, in its sole discretion, may elect to make a lump sum cash payment equal to the Severance Amount within 10 business days after the termination of employment; (b) Successor shall make available to Employee, at Employee's cost and expense, medical and other insurance coverage at a level and to the extent required by COBRA; and (c) any outstanding options held by Employee that remain unvested as present value of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event payments otherwise terminating the options. Notwithstanding the foregoing, due under clause (i) (a); provided that if any severance payment payable after a “Change in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" Control” as defined in Section 280G(b)(i) 280G of the Internal Revenue Code of 19861986 (the “Code”), either alone or together with other payments or benefits, either cash or non-cash, that the Executive has the right to receive from the Company, including, but not limited to, accelerated vesting or payment of any deferred compensation, options, stock appreciation rights or any benefits payable to the Executive under any plan for the benefit of employees, which would constitute an “excess parachute payment” (as amended (an "Excess Parachute Payment"defined in Code Section 280G), then the payments to Employee under this Section 2 such severance payment or other benefit shall be limited to an amount equal reduced to the maximum largest amount that could will not result in receipt by the Executive of a parachute payment. The determination of the amount of the payment described in this subsection shall be paid to Employee so that no such amount, along with all other payments to Employee made by Successor, the Company’s independent auditors at the sole expense of the Company. For purposes of clarification the value of any options described above will be deemed to constitute an Excess Parachute Payment. Subject to determined by the terms of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as Company’s independent auditors using a result of the termination of Employee's employment following a Change of Control or Constructive TerminationBlack-Scholes valuation methodology.

Termination Following Change in Control. In the event of the occurrence of Constructive Termination If Executive’s employment is terminated by Company (or its successor) without Cause or Executive terminates his employment with Company (or its successor) with Good Reason in either case within twelve twenty-four (1224) months after the effective date of a Change in ControlControl (as defined in Section 4.8 below), Employee may, at Employee's option, terminate Employee's employment due Executive will be entitled to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination shall be effective upon Employee giving notice to Successor. In the event of termination of Employee's employment (1) by Successor within twelve (12) months after the effective date of a Change of Control, or (2) by Employee within twelve (12) months after the effective date of a Change of Control as a result of a Constructive Termination, then following benefits: (a) Successor Company (or its successor) shall pay Employee to the Executive all Accrued Obligations in a lump sum in cash within thirty (30) days after the Date of Termination. For the avoidance of doubt, salary, annual bonus, vacation and sick leave, other employee benefits (except for COBRA Coverage and retiree medical) and other perquisites shall cease to accrue as of the Date of Termination. (b) Company (or its successor) shall immediately pay Executive a lump sum payment equal to the Severance Amount within 10 business days after then current annualized base salary provided for under Section 3.1 and the termination Target Bonuses due as described in Section 3.4, through the remainder of employment; the Term, provided that the lump sum shall not be less than two times the sum of Executive’s annualized base salary and Target Bonus. (bc) Successor All outstanding LTICP Awards shall make available to Employeenot forfeit and shall be paid at the times and in the amounts, at Employee's cost provided for in, and expense, medical and other insurance coverage at a level and subject to the extent required by COBRAterms and conditions of, such awards. Additionally, all ungranted LTICP Awards that would have been made to Executive pursuant to Section 3.5 on or prior to the expiration date of the initial three (3) year Term shall be immediately granted. The performance period for each such previously ungranted LTICP Award shall be the performance period that would have applied had the award been made at the time provided for in Section 3.5. Each such previously ungranted LTICP Award shall be delivered or paid following the applicable performance period in accordance with the terms of the award. (d) Company shall pay Executive an amount equal to: (i) the forfeited portion of Executive’s accounts under the TXU Deferred and Incentive Compensation Plan (“DICP”) and the TXU Salary Deferral Program (“SDP”) (valued as of the date of such termination in accordance with the valuation methodology used under such plans); and (cii) the matching contributions which would have been made on behalf of Executive under the DICP had Executive continued to defer salary under the DICP at the rate in effect as of the date of such termination for an additional 36 months. (e) Company (or its successor) shall provide Executive and his eligible dependents with COBRA Coverage at the prevailing active employee rate for up to eighteen (18) months from such termination. (f) Company’s (or its successor’s) obligations under Sections 4.6 and 5.1 shall continue. (g) Company (or its successor) shall pay any outstanding options held by Employee that remain unvested amounts owed but unpaid to Executive under any plan, policy or program of Company as of the date of termination shall become fully vested at the time provided by, and exercisable as of in accordance with the date of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoingterms of, such plan, policy or program, including any Annual Bonus earned in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" prior calendar year or portion thereof as defined described in Section 280G(b)(i) of the Internal Revenue Code of 1986, as amended (an "Excess Parachute Payment"), then the payments to Employee under this Section 2 shall be limited to an amount equal to the maximum amount that could be paid to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject to the terms of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as a result of the termination of Employee's employment following a Change of Control or Constructive Termination3.4.

Termination Following Change in Control. In the event of the occurrence of Constructive Termination within twelve (12) months after the effective date of If a “Change in Control”, Employee mayas defined in Section 8(e)(i), at Employee's optionshall have occurred and within 13 months following such Change in Control the Company terminates your employment other than for Disability under Section 8(a) or Cause under Section 8(b), or you terminate Employee's your employment due for Good Reason, as that term is defined in Section 8(e)(vii), then the Company shall be obligated to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination pay, maintain or reimburse you the items enumerated in (ii) through (v) below, which obligation shall be effective only upon Employee giving notice your prior execution and delivery to Successor. In the event Company of termination a release (and the expiration of Employee's employment any period during which you could lawfully revoke or rescind such release) of the Company and its officers, directors, employees, subsidiaries and affiliates, except for claims based on the Company’s failure to pay or provide to you the items enumerated below in (1ii) by Successor within twelve through (12ix) months below. (i) A “Change in Control” shall be deemed to have occurred if and when, after the effective date hereof, (A) any “person” (as that term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on the date hereof), including any “group” as such term is used in Section 13(d)(3) of the Exchange Act on the date hereof, shall acquire (or disclose the previous acquisition of) beneficial ownership (as that term is defined in Section 13(d) of the Exchange Act and the rules thereunder on the date hereof) of shares of the outstanding stock of any class or classes of the Company which results in such person or group possessing more than 50% of the total voting power of the Company's outstanding voting securities ordinarily having the right to vote for the election of directors of the Company (“a Majority Ownership Change”); or (B) as the result of, or in connection with, any tender or exchange offer, merger or other business combination, or any combination of the foregoing transactions (a “Stock Transaction”), the owners of the voting shares of the Company outstanding immediately prior to such Transaction own less than a majority of the voting shares of the Company after the Transaction; or (C) during any period of two consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute the Board of Directors of the Company (or who take office following the approval of a majority of the directors then in office who were directors at the beginning of the period) cease for any reason to constitute a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors of the Company representing at least one-half of the directors then in office who were directors at the beginning of the period (a “Majority Board Change”); or (D) the sale, exchange, transfer, or other disposition of all or substantially all of the assets of the Company (an “Asset Transaction”) shall have occurred. (ii) You shall be entitled to the unpaid portion of your Basic Salary plus credit for any vacation accrued but not taken and the amount of any earned but unpaid portion of any bonus, incentive compensation, or any other Fringe Benefit to which you are entitled under this Agreement through the date of a Change of Control, or (2) by Employee within twelve (12) months after the effective date of a Change of Control termination as a result of a Constructive TerminationChange in Control (the “Unpaid Earned Compensation”), then plus two times your “Average Annualized Includible Compensation” as defined in this Section 8(e)(ii) (athe “Salary Termination Benefit”). “Average Annualized Includible Compensation” shall mean 20% of the total of your base salary and any incentive bonus compensation paid to you by the Company, whether in cash or stock or a combination thereof, and includible in your gross income during the most recent five taxable years ending before the date on which the Change in Control occurred (or such portion of such period during which you performed services for the Company), but Average Annualized Includible Compensation shall not include the value of any stock options granted or exercised, restricted stock awards granted or vested, contributions to 401(k) Successor shall pay Employee a lump sum cash payment equal to or other qualified plans, the Severance Amount within 10 business days after the termination value of employment; (b) Successor shall make available to Employeeany medical, at Employee's cost and expensedental, medical and or other insurance coverage at a level and benefits, or other fringe benefits or perquisites paid or provided to the extent required by COBRA; and (c) any outstanding options held by Employee that remain unvested as of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the optionsyou. Notwithstanding the foregoing, in no case shall the event that any payments under this Section 2 will be deemed Salary Termination Benefit payable to constitute an "excess parachute payment" as defined in Section 280G(b)(iyou exceed two-thirds of one percent (0.67%) of the Internal Revenue Code “Aggregate Valuation” at the time of 1986, as amended (an "Excess Parachute Payment"), then the payments to Employee under this Section 2 shall be limited to an amount equal to the maximum amount that could be paid to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject to the terms of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as a result of the termination of Employee's employment following a Change of in Control or Constructive Termination.where:

Termination Following Change in Control. In (a) If your employment is terminated within the event of 12-month period immediately following the occurrence of Constructive Termination within twelve (12) months after the effective date of a Change in ControlControl (i) by the Company other than for Cause or (ii) by you for Good Reason (as defined below), Employee maythen, at Employee's optionin lieu of any severance benefits to which you may otherwise be entitled under any severance plan or program of the Company, terminate Employee's employment due to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination you shall be effective upon Employee giving notice entitled to Successor. In the event of termination of Employee's employment benefits provided below: (1i) by Successor within twelve (12) months after the effective Company shall, on the date of a Change of Controltermination, or (2) by Employee within twelve (12) months after the effective date of a Change of Control as a result of a Constructive Terminationpay to you your full earned but unpaid base salary/bonus, then (a) Successor shall pay Employee a lump sum cash payment equal to the Severance Amount within 10 business days after the termination of employment; (b) Successor shall make available to Employeewhen due, at Employee's cost and expense, medical and other insurance coverage at a level and to the extent required by COBRA; and (c) any outstanding options held by Employee that remain unvested as of through the date of termination at the rate in effect at the time notice of termination is given, plus all other amounts to which you are entitled under any compensation plan or practice of the Company at the time such payments are due; provided, however, that any accrued but unpaid bonus shall become fully vested and exercisable not be paid to you unless you are employed on the date such bonus would otherwise be paid in accordance with the Company’s standard practices; (ii) you shall be entitled to receive, at the times specified in Section 2(b), severance pay equal to your monthly base salary as in effect immediately prior to delivery of the notice of termination for a period of six (6) months, payable over the 6-month period commencing on the date of termination; and (iii) you will immediately become 75% vested with respect to any unvested options to purchase the Company’s capital stock that you then hold and/or the restrictions with respect to 75% of the unvested restricted shares of the Company’s capital stock that you then hold shall immediately lapse. (b) The payments provided for in Section 2(a)(ii) shall be made periodically in the same amounts and at the same intervals as your base salary was paid immediately prior to termination of Employee's employment with Successor and prior employment. You shall not be required to mitigate the occurrence amount of an event otherwise terminating the options. Notwithstanding the foregoing, any payment provided for in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" as defined by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in Section 280G(b)(i) of the Internal Revenue Code of 1986, as amended (an "Excess Parachute Payment"), then the payments to Employee under this Section 2 shall be limited reduced by any compensation earned by you as the result of employment by another employer or self-employment, by retirement benefits, by offset against any amounts (other than loans or advances to an amount equal you by the Company) claimed to be owed by you to the maximum amount that could be paid Company, or otherwise. (c) For purposes of this Agreement, “Cause” shall mean (i) your gross negligence, breach of fiduciary duty involving personal profit, personal dishonesty, recklessness or willful misconduct with respect to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject your obligations or otherwise relating to the terms of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as a result business of the termination Company; (ii) the material breach of Employee's employment following any agreement between you and the Company, including Company policies and practices; (iii) your conviction or entry of a Change plea of Control nolo contendere for fraud or Constructive Terminationembezzlement, or any felony or crime of moral turpitude; or (iv) your willful neglect of duties or failure to satisfactorily perform stated duties, in each case as determined in good faith by the Board.

Termination Following Change in Control. In the event there is a Change in Control of the occurrence Company, as defined in Section 2.8, during the Initial Term, and within the Initial Term, either: (a) the Employee's employment hereunder is terminated by the Company other than with cause under Section 2.4; or (b) the Employee resigns from his employment hereunder upon thirty days written notice given to the Company within thirty days following a material change in the Employee's title, authorities or duties, in effect immediately prior to the Change in Control, a reduction in the compensation or a reduction in benefits provided pursuant to this Agreement or the Compensation and Benefit Plans (other than a reduction resulting from the computation of Constructive Termination within twelve incentive award payments pursuant to the Compensation and Benefit Plans) below the amount of compensation and benefits in effect immediately prior to the Change in Control, or a change of the Employee's principal place of employment without his consent to a city different from the city which is the principal place of the Employee's employment immediately prior to the Change in Control, then: the Employee shall, for the remainder of the Initial Term, (12A) months continue to receive salary under Section 1.2 at the greater of the rate in effect at the time of his termination of employment or the rate in effect immediately prior to the Change in Control, and (B) continue to actively participate in the Compensation and Benefit Plans, except as otherwise provided below, that he actively participated in at the time of such termination of employment as though he continued in the employment of the Company (without regard to any amendment or termination of the Compensation and Benefit Plans made on or after the effective date of a Change in Control); provided, however, that any benefit to be provided by a Compensation and Benefit Plan under subclause (B) above may be provided by the Company through cash of equivalent value or through a nonqualified arrangement or arrangements if, in the judgment of the Company, permitting the Employee may, at Employee's option, terminate Employee's employment due to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination shall be effective upon Employee giving notice to Successor. In the event of participate in such plan after his termination of Employeeemployment would adversely affect the tax status of such plan; and The Company's employment (1) obligation to make payments under Section 2.5 shall not be affected by Successor within twelve (12) months after the effective date earnings or any other income of a Change of Control, or (2) by Employee within twelve (12) months after the effective date of a Change of Control as a result of a Constructive Termination, then (a) Successor shall pay Employee a lump sum cash payment equal to the Severance Amount within 10 business days after the termination of employment; (b) Successor shall make available to Employee, at Employee's cost and expense, medical and other insurance coverage at a level and except to the extent required by COBRA; and (c) any outstanding options held by Employee that remain unvested as of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoing, in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(i) of the Internal Revenue Code of 1986, as amended (an "Excess Parachute Payment"), then the payments to Employee under this Section 2 shall be limited to an amount equal to the maximum amount that could be paid to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject to the terms of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as a result of the termination of Employee's employment following a Change of Control or Constructive Termination.provided in

Termination Following Change in Control. In Anything contained herein to the contrary notwithstanding, in the event of the occurrence of Constructive Termination Executive’s employment hereunder is terminated within twelve six (126) months after the effective date of following a Change in Control, Employee may, at Employee's option, terminate Employee's employment due to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination shall be effective upon Employee giving notice to Successor. In the event of termination of Employee's employment Control (1as defined below) by Successor within twelve (12) months after the effective date of a Change of Control, or (2) by Employee within twelve (12) months after the effective date of a Change of Control as a result of a Constructive TerminationCompany without Cause, then the Company shall pay to the Executive in complete satisfaction of its obligations under this Agreement, reimbursement for any unpaid and approved expenses incurred pursuant to Section 6.6 through the Termination Date, any accrued but unpaid Base Salary and vacation and, as severance pay and as liquidated damages (because actual damages are difficult to ascertain), an amount equal to (i) (a) Successor shall pay Employee the Executives Base Salary as then in effect for a period of eighteen (18) months from the Termination Date, payable in equal installments on the Company’s normal payroll dates for the eighteen (18) month period following the Termination Date; and (b) an amount equal to the Discretionary Bonus which would otherwise been payable in accordance with Section 6.3 hereof for the employment year in which the Termination Date occurs, payable at such time the Discretionary Bonus, if any, would otherwise have been payable in accordance with Section 6.3 hereof; or (ii) except with regard to the payment of any amount that is a Section 409A Amount, the Company, in its sole discretion, may elect to make a lump sum cash payment equal to the Severance Amount within 10 business days after the termination of employment; (b) Successor shall make available to Employee, at Employee's cost and expense, medical and other insurance coverage at a level and to the extent required by COBRA; and (c) any outstanding options held by Employee that remain unvested as present value of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event payments otherwise terminating the options. Notwithstanding the foregoing, due under clause (i); provided that if any severance payment payable after a “Change in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" Control” as defined in Section 280G(b)(i) 280G of the Internal Revenue Code of 19861986 (the “Code”), either alone or together with other payments or benefits, either cash or non-cash, that the Executive has the right to receive from the Company, including, but not limited to, accelerated vesting or payment of any deferred compensation, options, stock appreciation rights or any benefits payable to the Executive under any plan for the benefit of employees, which would constitute an “excess parachute payment” (as amended (an "Excess Parachute Payment"defined in Code Section 280G), then the payments to Employee under this Section 2 such severance payment or other benefit shall be limited to an amount equal reduced to the maximum largest amount that could will not result in receipt by the Executive of a parachute payment. The determination of the amount of the payment described in this subsection shall be paid to Employee so that no such amount, along with all other payments to Employee made by Successor, the Company’s independent auditors at the sole expense of the Company. For purposes of clarification the value of any options described above will be deemed to constitute an Excess Parachute Payment. Subject to determined by the terms of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as Company’s independent auditors using a result of the termination of Employee's employment following a Change of Control or Constructive TerminationBlack-Scholes valuation methodology.

Termination Following Change in Control. In the event of the occurrence of Constructive Termination If, within twelve (12) months after the effective date consummation of a Change in ControlControl (as such term is defined in Section 7(e)(i)), Employee may, at Employee's option, terminate Employer terminates Employee's employment due to Constructive Termination unless without Just Cause or Employee has entered into an terminates his employment agreement with Successor. Such termination shall be effective upon Employee giving notice to Successor. In the event of termination of Employee's employment (1) by Successor within twelve (12) months after the effective date of a Change of Control, or (2) by Employee within twelve (12) months after the effective date of a Change of Control Employer Agreement as a result of a Constructive TerminationGood Reason (as such term is defined in Section 7(e)(ii)); and, in either event, if Employee executes a Release which shall be reasonable in all particulars within the time period set forth therein (but in no event later than forty-five (45) days after the termination date) and allows such Release to become effective in accordance with its terms, then Employee shall be entitled to the following in lieu of any severance compensation or benefits set forth in Section 7(c): (ai) Successor all Accrued Compensation (as defined in Section 7(a) herein); (ii) severance, payable in accordance with the Employer's standard payroll practices, of an amount equal to 12 months of Employee's then current base salary (exclusive of any bonus pursuant to Section 3 herein or other variable compensation), commencing with the first payroll period following the effectiveness of the Release (the "Change in Control Severance Period"); (iii) all time-based stock option grants and all time-based restricted stock grants then held by Employee shall be subject to accelerated vesting such that all unvested shares subject to such stock awards shall be accelerated and deemed fully vested as of Employee's last day of employment; and (iv) if the Employee elects continued health care coverage under COBRA and timely pays his portion of the applicable premiums, the COBRA Premium Payment benefits provided for in Section 7(c)(iii) shall commence on the first day of the Change in Control Severance Period and continue until the earlier of (i) the last day of the Change in Control Severance Period; (ii) the date on which the Employee or qualified beneficiary, as applicable, becomes enrolled in the group health insurance plan of another employer, or (iii) the date on which the Employee or qualified beneficiary, as applicable, becomes entitled to Medicare after the COBRA election (such period from the termination date through the earliest of (i) through (iii), the “Change in Control COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that its payment of COBRA premiums on the Employee’s behalf would result in a violation of applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums on the Employee’s behalf, the Company will pay the Employee on the last day of each remaining month of the Change in Control COBRA Payment Period a lump sum cash payment equal to the COBRA premium for that month on a post-tax basis, which payment shall be subject to applicable tax withholding (such amount, the “Change in Control Special Severance Amount Payment”), such Change in Control Special Severance Payment to be made without regard to the Employee’s payment of COBRA premiums and without regard to the expiration of the Change in Control COBRA Payment Period prior to the end of the Change in Control Severance Period following the Employee’s termination. Such Change in Control Special Severance Payment shall end on the earlier of (i) the date on which the Employee commences other employment and (ii) the close or termination of the Change in Control Severance Period following the Employee’s termination. Employee's disability insurance coverage will end upon his last day of active employment and Employee may port or convert the basic life insurance coverage within 10 business 31 days after of the termination date as provided under the terms of employment; the policy. (bv) Successor shall make available If the Employee terminated service before an Annual Bonus has been determined for a performance year, then the Employee will have no legally binding right to Employeeany bonus payment. However, at Employee's cost and expensethe time of determination of Annual Bonuses first following the date of termination, medical and other insurance coverage at Employee will be considered for a level and bonus in the manner described in Section 3(b) (but taking into account any period of service during the applicable performance period(s)); provided that if Employee is granted a bonus, the amount shall be prorated based upon the portion of any period for which the bonus is calculated during which Employee was employed. Employer shall pay the amount of the bonus so determined, if any, to the extent required by COBRA; and Employee within thirty (c30) any outstanding options held by Employee that remain unvested as days of the date of termination shall become fully vested and exercisable as determination of the date of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoing, in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(i) of the Internal Revenue Code of 1986, as amended (an "Excess Parachute Payment"), then the payments to Employee under this Section 2 shall be limited to an amount equal to the maximum amount that could be paid to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject to the terms of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as a result of the termination of Employee's employment following a Change of Control or Constructive Terminationbonus.

Termination Following Change in Control. In the event of the occurrence of Constructive Termination If, within twelve (12) months after the effective date consummation of a Change in ControlControl (as such term is defined in Section 7(e)(i), Employee may, at Employee's option, terminate Employer terminates Employee's employment due to Constructive Termination unless without Just Cause or Employee has entered into an terminates his employment agreement with Successor. Such termination shall be effective upon Employee giving notice to Successor. In the event of termination of Employee's employment (1) by Successor within twelve (12) months after the effective date of a Change of Control, or (2) by Employee within twelve (12) months after the effective date of a Change of Control Employer Agreement as a result of a Constructive TerminationGood Reason (as such term is defined in Section 7(e)(ii); and, in either event, if Employee executes a Release which shall be reasonable in all particulars within the time period set forth therein (but in no event later than forty-five (45) days after the termination date) and allows such Release to become effective in accordance with its terms, then Employee shall be entitled to the following in lieu of any severance compensation or benefits set forth in Section 7(c): (ai) Successor all Accrued Compensation (as defined in Section 7(a) herein); (ii) severance, payable in accordance with the Employer's standard payroll practices, of an amount equal to 12 months of Employee's then current base salary (exclusive of any bonus pursuant to Section 3 herein or other variable compensation), commencing with the first payroll period following the effectiveness of the Release (the "Change in Control Severance Period"); (iii) all time-based stock option grants and all time-based restricted stock grants then held by Employee shall be subject to accelerated vesting such that all unvested shares subject to such stock awards shall be accelerated and deemed fully vested as of Employee's last day of employment; and (iv) if the Employee elects continued health care coverage under COBRA and timely pays his portion of the applicable premiums, the COBRA Premium Payment benefits provided for in Section 7(c)(iii) shall commence on the first day of the Change in Control Severance Period and continue until the earlier of (i) the last day of the Change in Control Severance Period; (ii) the date on which the Employee or qualified beneficiary, as applicable, becomes enrolled in the group health insurance plan of another employer, or (iii) the date on which the Employee or qualified beneficiary, as applicable, becomes entitled to Medicare after the COBRA election (such period from the termination date through the earliest of (i) through (iii), the “Change in Control COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that its payment of COBRA premiums on the Employee’s behalf would result in a violation of applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums on the Employee’s behalf, the Company will pay the Employee on the last day of each remaining month of the Change in Control COBRA Payment Period a lump sum cash payment equal to the COBRA premium for that month on a post-tax basis, which payment shall be subject to applicable tax withholding (such amount, the “Change in Control Special Severance Amount Payment”), such Change in Control Special Severance Payment to be made without regard to the Employee’s payment of COBRA premiums and without regard to the expiration of the Change in Control COBRA Payment Period prior to the end of the Change in Control Severance Period following the Employee’s termination. Such Change in Control Special Severance Payment shall end on the earlier of (i) the date on which the Employee commences other employment and (ii) the close or termination of the Change in Control Severance Period following the Employee’s termination. Employee's disability insurance coverage will end upon his last day of active employment and Employee may port or convert the basic life insurance coverage within 10 business 31 days after of the termination date as provided under the terms of employment; the policy. (bv) Successor shall make available If the Employee terminated service before an Annual Bonus has been determined for a performance year, then the Employee will have no legally binding right to Employeeany bonus payment. However, at Employee's cost and expensethe time of determination of Annual Bonuses first following the date of termination, medical and other insurance coverage at a level and Employee will be considered for an bonus in the manner described in Section 3(b) (but taking into account any period of service during the applicable performance period(s)); provided that if Employee is granted an bonus, the amount shall be prorated based upon the portion of any period for which the bonus is calculated during which Employee was employed. Employer shall pay the amount of the bonus so determined, if any, to the extent required by COBRA; and Employee within thirty (c30) any outstanding options held by Employee that remain unvested as days of the date of termination shall become fully vested and exercisable as determination of the date of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoing, in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(i) of the Internal Revenue Code of 1986, as amended (an "Excess Parachute Payment"), then the payments to Employee under this Section 2 shall be limited to an amount equal to the maximum amount that could be paid to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject to the terms of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as a result of the termination of Employee's employment following a Change of Control or Constructive Terminationbonus.

Termination Following Change in Control. In If, (x) during the event of the occurrence of Constructive Termination Employment Period and within twelve (12) 12 months after the effective date of following a Change in Control, Employee maythe REIT (or its successor) terminates the Executive’s employment without Cause pursuant to Section 5(b) or the Executive terminates his employment for Good Reason pursuant to Section 5(c), at Employee's optionor (y) the Executive, terminate Employee's by notice given under this clause (y) of this Section 6(d) during the 90 day period commencing on the three-month anniversary of the date of the Change in Control (the “Notice Period”), terminates his employment due to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such for any reason, which termination shall be effective upon Employee giving notice on the last day of the Notice Period, the Executive shall be entitled to Successor. In the event of termination of Employee's employment (1) by Successor within twelve (12) months after the effective date of a Change of Controlreceive, or (2) by Employee within twelve (12) months after the effective date of a Change of Control as a result of a Constructive Termination, then (a) Successor shall pay Employee a lump sum cash payment equal in addition to the Severance Amount within 10 business days after items referenced in Section 6(a), the termination of employmentfollowing: (i) the items referenced in Section 6(c); and (bii) Successor shall make available to EmployeeTax Gross-up Payment, at Employee's cost and expense, medical and other insurance coverage at a level and to the extent required by COBRA; and as follows: (cA) any outstanding options held by Employee that remain unvested as of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoing, in In the event that any payments payment made pursuant to Section 6(c) hereof or any insurance benefits, accelerated vesting, pro-rated bonus or other benefit payable to the Executive (under this Agreement or otherwise), (1) constitute “parachute payments” within the meaning of Section 2 will 280G (as it may be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(iamended or replaced) of the Internal Revenue Code of 1986, as amended (an "Excess the “Code”) (“Parachute Payment"Payments”) and (2) are subject to the excise tax imposed by Section 4999 (as it may be amended or replaced) of the Code (“the Excise Tax”), then the payments REIT shall pay to Employee the Executive an additional amount (the “Gross-Up Amount”) such that the net benefits retained by the Executive after the deduction of the Excise Tax (including interest and penalties) and any federal, or local income and employment taxes (including interest and penalties) upon the Gross-Up Amount shall be equal to the benefits that would have been delivered hereunder had the Excise Tax not been applicable and the Gross-Up Amount not been paid. (B) For purposes of determining the Gross-Up Amount: (1) Parachute Payments provided under arrangements with the Executive other than under any bonus or other incentive pay or stock plan or program of the REIT (collectively, the “Plan”) and this Agreement, if any, shall be taken into account in determining the total amount of Parachute Payments received by the Executive so that the amount of excess Parachute Payments that are attributable to provisions of the Plan and Agreement is maximized; and (2) the Executive shall be deemed to pay federal, state and local income taxes at the highest marginal rate of taxation for the Executive’s taxable year in which the Parachute Payments are includable in the Executive’s income for purposes of federal, state and local income taxation. (C) The determination of whether the Excise Tax is payable, the amount thereof, and the amount of any Gross-Up Amount shall be made in writing in good faith by a nationally recognized independent certified public accounting firm selected by the REIT and approved by the Executive, such approval not to be unreasonably withheld (the “Accounting Firm”). If such determination is not finally accepted by the Internal Revenue Service (or state or local revenue authorities) on audit, then appropriate adjustments shall be computed based upon the amount of Excise Tax and any interest or penalties so determined; provided, however, that the Executive in no event shall owe the REIT any interest on any portion of the Gross-Up Amount that is returned to the REIT. For purposes of making the calculations required by this Section 6(d)(v), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon. The REIT and the Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 2 6(d)(v). The REIT shall be limited to an amount equal bear all costs incurred in connection with the performance of the calculations contemplated by this Section 6(d)(v). The REIT shall pay the Gross-Up Amount to the maximum amount that could be paid to Employee so that Executive no such amount, along with all other payments to Employee by Successor, later than 60 days following receipt of the Accounting Firm’s determination of the Gross-Up Amount. (iii) None of the benefits described in this Section 6(d) will be deemed to constitute an Excess Parachute Payment. Subject payable unless the Executive has signed a general release which has become irrevocable, satisfactory to the terms REIT in the reasonable exercise of its discretion, releasing the Company Group, its affiliates including the REIT, and their officers, directors and employees, from any and all claims or potential claims arising from or related to the Executive’s employment or termination of employment. (iv) For purposes of this Agreement, a “Change in Control” shall mean any of the following events: (A) The ownership or acquisition (whether by a merger contemplated by Section 6(d)(vii)(B) below, or otherwise) by any Person (other than a Qualified Affiliate), in a single transaction or a series of related or unrelated transactions, of Beneficial Ownership of more than 50% of (1) the REIT’s outstanding common stock (the “Common Stock”) or (2) the combined voting power of the REIT’s outstanding securities entitled to vote generally in the election of directors (the “Outstanding Voting Securities”); (B) The merger or consolidation of the REIT with or into any other Person other than a Qualified Affiliate, if, immediately following the effectiveness of such merger or consolidation, Persons who did not Beneficially Own Outstanding Voting Securities immediately before the effectiveness of such merger or consolidation directly or indirectly Beneficially Own more than 50% of the outstanding shares of voting stock of the surviving entity of such merger or consolidation (including for such purpose in both the numerator and denominator, shares of voting stock issuable upon the exercise of then outstanding rights (including conversion rights), options or warrants) (“Resulting Voting Securities”), provided that, for purposes of this Section 26(d)(vii)(B), Employee shall not be entitled to receive any other compensation if a Person who Beneficially Owned Outstanding Voting Securities immediately before the merger or benefits under this Agreement consolidation Beneficially Owns a greater number of the Resulting Voting Securities immediately after the merger or consolidation than the number the Person received solely as a result of the termination of Employee's employment following merger or consolidation, such greater number will be treated as held by a Person who did not Beneficially Own Outstanding Voting Securities before the merger or consolidation, and provided further that such merger or consolidation would also constitute a Change in Control if it would satisfy the foregoing test if rights (including conversion rights), options and warrants were not included in the calculation; (C) Any one or a series of related sales or conveyances to any Person or Persons (including a liquidation or dissolution) other than any one or more Qualified Affiliates of all or substantially all of the assets of the REIT or the Company; (D) Incumbent Directors cease, for any reason, to be a majority of the members of the Board of Directors, where an “Incumbent Director” is (1) an individual who is a member of the Board of Directors on the effective date of this Agreement or (2) any new director whose appointment by the Board of Directors or whose nomination for election by the stockholders was approved by a majority of the persons who were already Incumbent Directors at the time of such appointment, election or approval, other than any individual who assumes office initially as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors or as a result of an agreement to avoid or settle such a contest or solicitation; or (E) A Change in Control shall also be deemed to occurred immediately before the completion of a tender offer for the REIT’s securities representing more than 50% of the Outstanding Voting Securities, other than a tender offer by a Qualified Affiliate. (F) For purposes of this Agreement, the following definitions shall apply: (a) “Beneficial Ownership,” “Beneficially Owned” and “Beneficially Owns” shall have the meanings provided in Exchange Act Rule 13d-3; (b) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended; (c) “Person” shall mean any individual, entity, or Constructive Termination.group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act), including any natural person, corporation, trust, association, company, partnership, joint

Termination Following Change in Control. In If the event of Company terminates the occurrence of Constructive Termination Executive's employment other than for Cause, Disability or death within twelve (12) months after the effective date of following a Change in Control, Employee may, at Employee's option, terminate Employee's or if the Executive terminates his or her employment due to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination shall be effective upon Employee giving notice to Successor. In the event of termination of Employee's employment (1) by Successor for Good Reason within twelve (12) months after the effective date of following a Change of in Control, or (2) by Employee within twelve (12) months after then notwithstanding anything to the effective date of a Change of Control as a result of a Constructive Terminationcontrary contained in any prior agreement, then the Executive shall be entitled to benefits described in subsections (a) Successor through (d) below, the distribution of which shall be subject to the provisions of Sections 5.4, 5.5 and 5.8: (a) The Company shall pay Employee to the Executive on the Termination Date, in a lump sum sum, in cash payment (less applicable withholdings): (i) the Accrued Obligations; (ii) the Executive's annual target bonus for the calendar year in which the termination occurred, pro-rated based upon the number of days during such calendar year that the Executive had been employed prior to the Termination Date; and (iii) an amount equal to one hundred fifty percent (150%) of the Severance Amount within 10 business days after the termination of employment; Executive's annual base salary and target bonus. (b) Successor During the Severance Period, the Company shall make available continue to Employee, at Employee's cost and expense, medical and other insurance provide coverage at a level and to the extent Executive in accordance with and subject to the terms of the applicable welfare benefit plans of the Company in effect on the Termination Date; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer, then the Company shall no longer be required by COBRAto provide those particular benefits to the Executive; and and (c) With respect to any outstanding options held Awards granted to the Executive by Employee the Company prior to the Termination Date: (i) any Awards that remain are subject to time-based vesting and unvested as of the date of termination Termination Date shall become fully vested and immediately exercisable effective as of the date Termination Date; and (ii) all Awards that have an exercise period, including without limitation stock options, shall remain exercisable by the Executive for ninety (90) days following the conclusion of termination the Severance Period but in no event beyond the maximum term of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoing, any such Award; and (iii) any performance-based Awards shall have such terms as are set forth in the event grant agreement applicable thereto. The Executive acknowledges and agrees that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(i) of the Internal Revenue Code of 1986, as amended (an "Excess Parachute Payment"), then the payments to Employee under this Section 2 shall be limited to an amount equal to the maximum amount that could be paid to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject to the terms provisions of this Section 2, Employee shall not be entitled to receive 5.1(d) may cause any other compensation or benefits stock options which had previously been qualified as Incentive Stock Options under this Agreement as a result Section 422 of the termination of Employee's employment following a Change of Control or Constructive TerminationCode to become non-qualified options and lose, irrevocably, any tax-advantaged treatment previously available.

Termination Following Change in Control. In If the event of Company terminates the occurrence of Constructive Termination Employee’s employment without Cause or the Employee terminates the Employee’s employment for Good Reason, in each case within twelve (12) months after the effective date of a Change in Control, Employee maythen in addition to the Amounts and Benefits, at Employee's option, terminate Employee's employment due to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination shall be effective upon Employee giving notice to Successor. In the event of termination of Employee's employment (1) by Successor within twelve (12) months after the effective date of a Change of Control, or (2) by Employee within twelve (12) months after the effective date of a Change of Control as a result of a Constructive Termination, then (a) Successor Company shall pay Employee to the Employee, in a lump sum cash payment equal to the Severance Amount sum, in cash, within 10 business fifteen (15) days after the termination Date of employment; Termination, an amount equal to $100 less than three (b3) Successor shall make available to Employee, at Employee's cost and expense, medical and other insurance coverage at a level and to times the extent required by COBRA; and greater of (ci) any outstanding options held by Employee that remain unvested as $400,000 or (ii) the average of the date of termination shall become fully vested and exercisable annual cash compensation received by the Employee on or after the Effective Date in his capacity as an employee of the date of termination of Employee's employment with Successor and prior to Company during the occurrence of an event otherwise terminating the options. Notwithstanding the foregoing, in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" “base period” (as defined in Section 280G(b)(i) 280G of the Internal Revenue Code of 19861986 (the “Code”)); provided, however, that if such lump sum severance payment, either alone or together with other payments or benefits, either cash or non-cash, that the Employee has the right to receive from the Company, including, but not limited to, accelerated vesting or payment of any deferred compensation, options, stock appreciation rights or any benefits payable to the Employee under any plan for the benefit of employees, which would constitute an “excess parachute payment” (as amended (an "Excess Parachute Payment"defined in Section 280G of the Code), then the payments to Employee under this Section 2 such lump sum severance payment or other benefit shall be limited to an amount equal reduced to the maximum largest amount that could be paid to will not result in receipt by the Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute of an Excess Parachute Paymentexcess parachute payment. Subject In addition to the terms foregoing, upon a termination of this Section 2the Employee’s employment as set forth above, the Employee shall not be entitled to receive the payments in the amounts contemplated, and on the dates specified, by sub-section 5(d)(ii)(1), (2) and (3). For purposes of this Section 5(d)(iii), the Employee’s cash compensation shall mean the sum of his Base Salary, plus Acquisition Payments paid to the Employee, if any, plus any other compensation or benefits under acquisition bonus payments paid to the Employee, if any, pursuant to Section 4(e) above. In the event of a conflict between the provisions of this Agreement as a result Section 5(d)(iii) and the provisions of Section 5(d)(ii), the termination provisions of Employee's employment following a Change of Control or Constructive Terminationthis Section 5(d)(iii) will control.

Termination Following Change in Control. In (i) Anything contained herein to the contrary notwithstanding, in the event the Executive’s employment hereunder is terminated within six (6) months following a Change in Control (as defined below) by the Company without Cause, or by the Executive for Good Reason, then the Company shall pay to the Executive in complete satisfaction of its obligations under this Agreement, as severance pay and as liquidated damages (because actual damages are difficult to ascertain), an amount equal to (i) (a) his Base Salary as then in effect for a period of one (1) year from the occurrence Date of Constructive Termination within Termination, in installments on the Company’s normal payroll dates over the twelve (12) months after month period following the effective date Date of a Change Termination and continuing on the same day of each succeeding month thereafter plus (b) an amount equal to the Incentive Bonus which would otherwise been payable in Controlaccordance with Section 2.2 hereof for the Employment Year in which the Date of Termination occurs at such time the Incentive Bonus, Employee mayif any, at Employee's option, terminate Employee's employment due to Constructive Termination unless Employee has entered into an employment agreement would otherwise have been payable in accordance with Successor. Such termination shall be effective upon Employee giving notice to Successor. In the event of termination of Employee's employment (1) by Successor within twelve (12) months after the effective date of a Change of Control, Section 2.2 hereof; or (2ii) by Employee within twelve (12) months after except with regard to the effective date payment of an amount that is a Change of Control as a result of a Constructive TerminationSection 409A Amount, then (a) Successor shall pay Employee the Company, in its sole discretion, may elect to make a lump sum cash payment equal to the Severance Amount within 10 business days after the termination of employment; (b) Successor shall make available to Employee, at Employee's cost and expense, medical and other insurance coverage at a level and to the extent required by COBRA; and (c) any outstanding options held by Employee that remain unvested as present value of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event payments otherwise terminating the options. Notwithstanding the foregoing, due under clause (i)(a); provided that if any severance payment payable after a “Change in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" Control” as defined in Section 280G(b)(i) 280G of the Internal Revenue Code of 19861986 (the “Code”), either alone or together with other payments or benefits, either cash or non-cash, that the Executive has the right to receive from the Company, including, but not limited to, accelerated vesting or payment of any deferred compensation, options, stock appreciation rights or any benefits payable to the Executive under any plan for the benefit of employees, which would constitute an “excess parachute payment” (as amended (an "Excess Parachute Payment"defined in Code Section 280G), then the payments to Employee under this Section 2 such severance payment or other benefit shall be limited to an amount equal reduced to the maximum largest amount that could will not result in receipt by the Executive of a parachute payment. The determination of the amount of the payment described in this subsection shall be paid to Employee so that no such amount, along with all other payments to Employee made by Successor, the Company’s independent auditors at the sole expense of the Company. For purposes of clarification the value of any options described above will be deemed to constitute an Excess Parachute Payment. Subject to determined by the terms of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as Company’s independent auditors using a result of the termination of Employee's employment following a Change of Control or Constructive TerminationBlack-Scholes valuation methodology.

Termination Following Change in Control. In the event of the occurrence of Constructive Termination within twelve (12) months after the effective date of If a “Change in Control”, Employee mayas defined in Section 8(e)(i), at Employee's optionshall have occurred and within 13 months following such Change in Control the Company terminates your employment other than for Disability under Section 8(a) or Cause under Section 8(b), or you terminate Employee's your employment due for Good Reason, as that term is defined in Section 8(e)(vii), then the Company shall be obligated to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination pay, maintain or reimburse you the items enumerated in (ii) through (iv) below, which obligation shall be effective only upon Employee giving notice your prior execution and delivery to Successor. In the event Company of termination a release (and the expiration of Employee's employment any period during which you could lawfully revoke or rescind such release) of the Company and its officers, directors, employees, subsidiaries and affiliates, except for claims based on the Company’s failure to pay or provide to you the items enumerated below in (1ii) by Successor within twelve through (12iv) months below. (i) A “Change in Control” shall be deemed to have occurred if and when, after the effective date hereof, (A) any “person” (as that term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on the date hereof), including any “group” as such term is used in Section 13(d)(3) of the Exchange Act on the date hereof, shall acquire (or disclose the previous acquisition of) beneficial ownership (as that term is defined in Section 13(d) of the Exchange Act and the rules thereunder on the date hereof) of shares of the outstanding stock of any class or classes of the Company which results in such person or group possessing more than 50% of the total voting power of the Company's outstanding voting securities ordinarily having the right to vote for the election of directors of the Company (“a Majority Ownership Change”); or (B) as the result of, or in connection with, any tender or exchange offer, merger or other business combination, or any combination of the foregoing transactions (a “Stock Transaction”), the owners of the voting shares of the Company outstanding immediately prior to such Transaction own less than a majority of the voting shares of the Company after the Transaction; or (C) during any period of two consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute the Board of Directors of the Company (or who take office following the approval of a majority of the directors then in office who were directors at the beginning of the period) cease for any reason to constitute a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors of the Company representing at least one-half of the directors then in office who were directors at the beginning of the period (a “Majority Board Change”); or (D) the sale, exchange, transfer, or other disposition of all or substantially all of the assets of the Company (an “Asset Transaction”) shall have occurred. (ii) You shall be entitled to the unpaid portion of your Basic Salary plus credit for any vacation accrued but not taken and the amount of any earned but unpaid portion of any bonus, incentive compensation, or any other Fringe Benefit to which you are entitled under this Agreement through the date of a Change of Control, or (2) by Employee within twelve (12) months after the effective date of a Change of Control termination as a result of a Constructive TerminationChange in Control (the “Unpaid Earned Compensation”), then plus 2.5 times your “Average Annualized Includible Compensation” as defined in this Section 8(e)(ii) (athe “Salary Termination Benefit”). “Average Annualized Includible Compensation” shall mean 20% of the total of your base salary and any incentive bonus compensation paid to you by the Company, whether in cash or stock or a combination thereof, and includible in your gross income during the most recent five taxable years ending before the date on which the Change in Control occurred (or such portion of such period during which you performed services for the Company), but Average Annualized Includible Compensation shall not include the value of any stock options granted or exercised, restricted stock awards granted or vested, contributions to 401(k) Successor shall pay Employee a lump sum cash payment equal to or other qualified plans, the Severance Amount within 10 business days after the termination value of employment; (b) Successor shall make available to Employeeany medical, at Employee's cost and expensedental, medical and or other insurance coverage at a level and benefits, or other fringe benefits or perquisites paid or provided to the extent required by COBRA; and (c) any outstanding options held by Employee that remain unvested as of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the optionsyou. Notwithstanding the foregoing, in no case shall the event that any payments under this Section 2 will be deemed Salary Termination Benefit payable to constitute an "excess parachute payment" as defined in Section 280G(b)(iyou exceed one percent (1.00%) of the Internal Revenue Code “Aggregate Valuation” at the time of 1986, as amended (an "Excess Parachute Payment"), then the payments to Employee under this Section 2 shall be limited to an amount equal to the maximum amount that could be paid to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject to the terms of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as a result of the termination of Employee's employment following a Change of in Control or Constructive Termination.where:

Termination Following Change in Control. In the event (a) If any of the occurrence of Constructive Termination within twelve (12) months after the effective date of events described in paragraph 1 hereof constituting a Change in ControlControl of the Company shall have occurred, Employee may, at Employee's option, terminate Employeethe Executive shall be entitled to the payments and benefits provided in paragraph 4 hereof upon the subsequent termination of the Executive's employment within the applicable period set forth in paragraph 4 hereof following such Change in Control of the Company unless such termination is (i) due to Constructive Termination unless Employee has entered into an the Executive's death; or (ii) by the Company for Cause (as hereinafter defined); or (iii) by the Executive other than for Good Reason (as hereinafter defined). (b) If, following a Change in Control of the Company, the Executive's employment agreement with Successor. Such termination is terminated by reason of the Executive's death, the Executive shall be effective upon Employee giving notice entitled to Successor. In death benefits from the event Company no less favorable than the maximum benefits to which the Executive would have been entitled had the death occurred at any time during the six month period prior to the Change in Control of termination the Company. (c) If, following a Change in Control of Employeethe Company, the Executive's employment is terminated by reason of the Executive's Disability (1as hereinafter defined), the Executive shall be entitled to receive in one lump sum payment made within thirty (30) by Successor within twelve (12) months days after the effective date Date of a Change Termination (as hereinafter defined) an aggregate amount equal to the difference between (i) the Maximum Disability Benefit (as hereinafter defined), and (ii) the Total Payments (as hereinafter defined). For purposes of Controlthis Agreement, the term "Maximum Disability Benefit" shall be the greater of (A) the long-term disability benefits due from the Company as of the Date of Termination, or (2B) by Employee within twelve (12) months after the effective date maximum long-term disability benefits to which the Executive would have been entitled had the Disability occurred at any time during the six month period prior to the Change in Control of a Change of Control the Company. If prior to any such termination for Disability, the Executive fails to perform the Executive's duties as a result of a Constructive Terminationincapacity due to physical or mental illness, then the Executive shall continue to receive the Executive's Salary (aas hereinafter defined), less any benefits as may be available to the Executive under the Company's disability plans, until the Executive's employment is terminated for Disability. (d) Successor If the Executive's employment shall be terminated by the Company for Cause or by the Executive other than for Good Reason, the Company shall pay Employee a lump sum cash payment equal to the Severance Amount within 10 business days after Executive the termination Executive's full Salary through the Date of employment; (b) Successor Termination at the rate in effect at the time Notice of Termination is given, and the Company shall make available to Employee, at Employee's cost and expense, medical and other insurance coverage at a level and have no further obligations to the extent required by COBRA; and (c) any outstanding options held by Employee that remain unvested as of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoing, in the event that any payments Executive under this Section 2 will be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(iAgreement. (e) of the Internal Revenue Code of 1986, as amended (an "Excess Parachute Payment"), then the payments to Employee under this Section 2 shall be limited to an amount equal to the maximum amount that could be paid to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject to the terms For purposes of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as a result of the termination of Employee's employment following a Change of Control or Constructive Termination.Agreement:

Termination Following Change in Control. In If, during the event of the occurrence of Constructive Termination Employment Period and within twelve (12) 12 months after the effective date of following a Change in Control, Employee mayColmek (or its successor) terminates the Executive’s employment without Cause pursuant to Section 5(a) or the Executive terminates his employment for Good Reason pursuant to Section 5(c), at Employee's optionor (y) the Executive, terminate Employee's by notice given under this clause (y) of this Section 6(d) during the 90 day period commencing on the three-month anniversary of the date of the Change in Control (the “Notice Period”), terminates his employment due to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such for any reason, which termination shall be effective upon Employee giving notice on the last day of the Notice Period, the Executive shall be entitled to Successor. In the event of termination of Employee's employment (1) by Successor within twelve (12) months after the effective date of a Change of Controlreceive, or (2) by Employee within twelve (12) months after the effective date of a Change of Control as a result of a Constructive Termination, then (a) Successor shall pay Employee a lump sum cash payment equal in addition to the Severance Amount within 10 business days after items referenced in Section 6(a), the termination of employmentfollowing: (i) the items referenced in Section 6(c); and (bii) Successor shall make available to EmployeeTax Gross-up Payment, at Employee's cost and expense, medical and other insurance coverage at a level and to the extent required by COBRA; and as follows: (cA) any outstanding options held by Employee that remain unvested as of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoing, in In the event that any payments payment made pursuant to Section 6(c) hereof or any insurance benefits, accelerated vesting, pro-rated bonus or other benefit payable to the Executive (under this Agreement or otherwise), (1) constitute “parachute payments” within the meaning of Section 2 will 280G (as it may be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(iamended or replaced) of the Internal Revenue Code of 1986, as amended (an "Excess the “Code”) (“Parachute Payment"Payments”) and (2) are subject to the excise tax imposed by Section 4999 (as it may be amended or replaced) of the Code (“the Excise Tax”), then Colmek shall pay to the payments Executive an additional amount (the “Gross-Up Amount”) such that the net benefits retained by the Executive after the deduction of the Excise Tax (including interest and penalties) and any federal, or local income and employment taxes (including interest and penalties) upon the Gross-Up Amount shall be equal to Employee the benefits that would have been delivered hereunder had the Excise Tax not been applicable and the Gross-Up Amount not been paid. (B) For purposes of determining the Gross-Up Amount: (1) Parachute Payments provided under arrangements with the Executive other than under any bonus or other incentive pay or stock plan or program of Colmek (collectively, the “Plan”) and this Agreement, if any, shall be taken into account in determining the total amount of Parachute Payments received by the Executive so that the amount of excess Parachute Payments that are attributable to provisions of the Plan and Agreement is maximized; and (2) the Executive shall be deemed to pay federal, state and local income taxes at the highest marginal rate of taxation for the Executive’s taxable year in which the Parachute Payments are includable in the Executive’s income for purposes of federal, state and local income taxation. (C) The determination of whether the Excise Tax is payable, the amount thereof, and the amount of any Gross-Up Amount shall be made in writing in good faith by a nationally recognized independent certified public accounting firm selected by Colmek and approved by the Executive, such approval not to be unreasonably withheld (the “Accounting Firm”). If such determination is not finally accepted by the Internal Revenue Service (or state or local revenue authorities) on audit, then appropriate adjustments shall be computed based upon the amount of Excise Tax and any interest or penalties so determined; provided, however, that the Executive in no event shall owe Colmek any interest on any portion of the Gross-Up Amount that is returned to Colmek. For purposes of making the calculations required by this Section 6(d)(v), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon. Colmek and the Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 2 6(d)(v). Colmek shall be limited to an amount equal bear all costs incurred in connection with the performance of the calculations contemplated by this Section 6(d)(v). Colmek shall pay the Gross-Up Amount to the maximum amount that could be paid to Employee so that Executive no such amount, along with all other payments to Employee by Successor, later than 60 days following receipt of the Accounting Firm’s determination of the Gross-Up Amount. (iii) None of the benefits described in this Section 6(d) will be deemed payable unless the Executive has signed a general release which has become irrevocable, satisfactory to constitute an Excess Parachute Payment. Subject Colmek in the reasonable exercise of its discretion, releasing Colmek, its affiliates including Colmek, and their officers, directors and employees, from any and all claims or potential claims arising from or related to the terms Executive’s employment or termination of employment. (iv) For the purposes of this Agreement, a “Change in Control” shall mean any of the following events: (A) The ownership or acquisition (whether by a merger contemplated by Section 6(d)(vii)(B) below, or otherwise) by any Person (other than a Qualified Affiliate), in a single transaction or a series of related or unrelated transactions, of Beneficial Ownership of more than 50% of (1) Colmek’s outstanding common stock (the “Common Stock”) or (2) the combined voting power of Colmek’s outstanding securities entitled to vote generally in the election of directors (the “Outstanding Voting Securities”); (B) The merger or consolidation of Colmek with or into any other Person other than a Qualified Affiliate, if, immediately following the effectiveness of such merger or consolidation, Persons who did not Beneficially Own Outstanding Voting Securities immediately before the effectiveness of such merger or consolidation directly or indirectly Beneficially Own more than 50% of the outstanding shares of voting stock of the surviving entity of such merger or consolidation (including for such purpose in both the numerator and denominator, shares of voting stock issuable upon the exercise of then outstanding rights (including conversion rights), options or warrants) (“Resulting Voting Securities”), provided that, for purposes of this Section 26(d)(vii)(B), Employee shall not be entitled to receive any other compensation if a Person who Beneficially Owned Outstanding Voting Securities immediately before the merger or benefits under this Agreement consolidation Beneficially Owns a greater number of the Resulting Voting Securities immediately after the merger or consolidation than the number the Person received solely as a result of the termination of Employee's employment following merger or consolidation, such greater number will be treated as held by a Person who did not Beneficially Own Outstanding Voting Securities before the merger or consolidation, and provided further that such merger or consolidation would also constitute a Change in Control if it would satisfy the foregoing test if rights (including conversion rights), options and warrants were not included in the calculation; (C) Any one or a series of related sales or conveyances to any Person or Persons (including a liquidation or dissolution) other than any one or more Qualified Affiliates of all or substantially all of the assets of Colmek; (D) Incumbent Directors cease, for any reason, to be a majority of the members of the Board of Directors, where an “Incumbent Director” is (1) an individual who is a member of the Board of Directors on the effective date of this Agreement or (2) any new director whose appointment by the Board of Directors or whose nomination for election by the stockholders was approved by a majority of the persons who were already Incumbent Directors at the time of such appointment, election or approval, other than any individual who assumes office initially as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors or as a result of an agreement to avoid or settle such a contest or solicitation; or (E) A Change in Control shall also be deemed to occur immediately before the completion of a tender offer for Colmek’s securities representing more than 50% of the Outstanding Voting Securities, other than a tender offer by a Qualified Affiliate. (F) For purposes of this Agreement, the following definitions shall apply: (a) “Beneficial Ownership,” “Beneficially Owned” and “Beneficially Owns” shall have the meanings provided in Exchange Act Rule 13d-3; (b) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended; (c) “Person” shall mean any individual, entity, or Constructive Termination.group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act), including any natural person, corporation, trust, association, company, partnership, joint venture, limited liability company, legal entity of any kind, government, or political subdivision, agency or instrumentality of a government, as well as two or more Persons acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of Colmek’s securities; and (d) “Qualified Affiliate” shall mean (i) any directly or indirectly wholly owned subsidiary of Colmek; (ii) any employee benefit plan (or related trust) sponsored or maintained by Colmek or by any entity controlled by Colmek; or

Termination Following Change in Control. In the event (a) If any of the occurrence of Constructive Termination within twelve (12) months after the effective date of events described in paragraph 1 hereof constituting a Change in ControlControl of the Company shall have occurred, Employee may, at Employee's option, terminate Employeethe Executive shall be entitled to the payments and benefits provided in paragraph 4 hereof upon the subsequent termination of the Executive's employment within the applicable period set forth in paragraph 4 hereof following such Change in Control of the Company unless such termination is (i) due to Constructive Termination unless Employee has entered into an the Executive's death; or (ii) by the Company by reason of the Executive's Disability (as hereinafter defined) or for Cause (as hereinafter defined); or (iii) by the Executive other than for Good Reason (as hereinafter defined). (b) If, following a Change in Control of the Company, the Executive's employment agreement with Successor. Such termination is terminated by reason of the Executive's death or Disability, the Executive shall be effective upon Employee giving notice entitled to Successordeath or long-term disability benefits, as the case may be, from the Company no less favorable than the maximum benefits to which the Executive would have been entitled had the death or termination for Disability occurred at any time during the six month period prior to the Change in Control of the Company. In If prior to any such termination for Disability, the event of termination of EmployeeExecutive fails to perform the Executive's employment (1) by Successor within twelve (12) months after the effective date of a Change of Control, or (2) by Employee within twelve (12) months after the effective date of a Change of Control duties as a result of a Constructive Terminationincapacity due to physical or mental illness, then the Executive shall continue to receive the Executive's Salary (a) Successor shall pay Employee a lump sum cash payment equal as hereinafter defined), less any benefits as may be available to the Severance Amount within 10 business days after Executive under the termination of employment; (b) Successor shall make available to Employee, at EmployeeCompany's cost and expense, medical and other insurance coverage at a level and to disability plans until the extent required by COBRA; and Executive's employment is terminated for Disability. (c) any outstanding options held by Employee that remain unvested as of If the date of termination shall become fully vested and exercisable as of the date of termination of EmployeeExecutive's employment with Successor and prior shall be terminated by the Company for Cause or by the Executive other than for Good Reason, the Company shall pay to the occurrence Executive the Executive's full Salary through the Date of an event otherwise terminating Termination at the options. Notwithstanding rate in effect at the foregoingtime Notice of Termination is given, in and the event that any payments Company shall have no further obligations to the Executive under this Section 2 will be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(iAgreement. (d) of the Internal Revenue Code of 1986, as amended (an "Excess Parachute Payment"), then the payments to Employee under this Section 2 shall be limited to an amount equal to the maximum amount that could be paid to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject to the terms For purposes of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as a result of the termination of Employee's employment following a Change of Control or Constructive Termination.Agreement:

Termination Following Change in Control. In (i) Anything contained herein to the contrary notwithstanding, in the event of the occurrence of Constructive Termination Executive’s employment hereunder is terminated within twelve six (126) months after the effective date of following a Change in Control, Employee may, at Employee's option, terminate Employee's employment due to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination shall be effective upon Employee giving notice to Successor. In the event of termination of Employee's employment Control (1as defined below) by Successor within twelve (12) months after the effective date of a Change of ControlCompany without Cause, or (2) by Employee within twelve (12) months after the effective date of a Change of Control as a result of a Constructive TerminationExecutive with Good Reason, then the Company shall pay to the Executive in complete satisfaction of its obligations under this Agreement, as severance pay and as liquidated damages (because actual damages are difficult to ascertain), an amount equal to (i) (a) Successor shall pay Employee his Base Salary as then in effect for a period of eighteen (18) months from the Date of Termination, in equal installments on the Company’s normal payroll dates over the eighteen (18) month period following the Date of Termination plus (b) an amount equal to the Incentive Bonus which would otherwise have been payable in accordance with Section 2.2 hereof for the Employment Year in which the Date of Termination occurs at such time the Incentive Bonus, if any, would otherwise have been payable in accordance with Section 2.2 hereof; or (ii) except with regard to the payment of an amount that is a Section 409A Amount, the Company, in its sole discretion, may elect to make a lump sum cash payment equal to the Severance Amount within 10 business days after the termination of employment; (b) Successor shall make available to Employee, at Employee's cost and expense, medical and other insurance coverage at a level and to the extent required by COBRA; and (c) any outstanding options held by Employee that remain unvested as present value of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event payments otherwise terminating the options. Notwithstanding the foregoing, due under clause (i)(a); provided that if any severance payment payable after a “Change in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" Control” as defined in Section 280G(b)(i) 280G of the Internal Revenue Code of 19861986 (the “Code”), either alone or together with other payments or benefits, either cash or non-cash, that the Executive has the right to receive from the Company, including, but not limited to, accelerated vesting or payment of any deferred compensation, options, stock appreciation rights or any benefits payable to the Executive under any plan for the benefit of employees, which would constitute an “excess parachute payment” (as amended (an "Excess Parachute Payment"defined in Code Section 280G), then the payments to Employee under this Section 2 such severance payment or other benefit shall be limited to an amount equal reduced to the maximum largest amount that could will not result in receipt by the Executive of a excess parachute payment. The determination of the amount of the payment described in this subsection shall be paid to Employee so that no such amount, along with all other payments to Employee made by Successor, the Company’s independent auditors at the sole expense of the Company. For purposes of clarification the value of any options described above will be deemed to constitute an Excess Parachute Payment. Subject to determined by the terms of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as Company’s independent auditors using a result of the termination of Employee's employment following a Change of Control or Constructive TerminationBlack-Scholes valuation methodology.

Termination Following Change in Control. In the event of the occurrence of Constructive Termination If, within twelve (12) months after the effective date consummation of a Change in ControlControl (as such term is defined in Section 7(e)(i)), Employer terminates Employee’s employment without Just Cause or Employee mayterminates his employment with Employer Agreement as a result of a Good Reason (as such term is defined in Section 7(e)(ii)); and, at Employee's optionin either event, terminate Employee's employment due if Employee executes a Release within the time period set forth therein (but in no event later than forty-five (45) days after the termination date) and allows such Release to Constructive Termination unless become effective in accordance with its terms, then Employee has entered into an employment agreement with Successor. Such termination shall be effective upon Employee giving notice entitled to Successor. In the event following in lieu of termination any severance compensation or benefits set forth in Section 7(c): (i) all Accrued Compensation (as defined in Section 7(a) herein); (ii) severance, payable in accordance with the Employer’s standard payroll practices, equal to Employee’s then current base salary (exclusive of Employee's employment (1any bonus pursuant to Section 3 herein or other variable compensation) by Successor within for twelve (12) months after commencing with the effective first payroll period following the effectiveness of the Release (the “Change in Control Severance Period”); (iii) all stock option grants and any restricted stock grants then held by Employee shall be subject to accelerated vesting such that all unvested shares shall be accelerated and deemed fully vested as of Employee’s last day of employment; and (iv) if the Employee elects continued health care coverage under COBRA and timely pays his or her portion of the applicable premiums, the COBRA Premium Payment benefits provided for in Section 7(c)(iii) shall commence on the first day of the Change in Control Severance Period and continue until the earlier of (i) the last day of the Change in Control Severance Period; (ii) the date on which the Employee or qualified beneficiary, as applicable, becomes enrolled in the group health insurance plan of a Change of Controlanother employer, or (2iii) by the date on which the Employee within twelve (12) months or qualified beneficiary, as applicable, becomes entitled to Medicare after the effective date of a Change of Control as a result of a Constructive Termination, then (a) Successor shall pay Employee a lump sum cash payment equal to the Severance Amount within 10 business days after the termination of employment; (b) Successor shall make available to Employee, at Employee's cost and expense, medical and other insurance coverage at a level and to the extent required by COBRA; and (c) any outstanding options held by Employee that remain unvested as of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the optionsCOBRA election. Notwithstanding the foregoing, in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(i) of the Internal Revenue Code of 1986, as amended (an "Excess Parachute Payment"), then the payments to Employee under this Section 2 shall be limited to an amount equal to the maximum amount that could be paid to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject to If the terms of any benefit plan referred to in this Section 2section do not permit continued participation by Employee, then Employer will arrange for other coverage providing substantially similar benefits at the same contribution level of Employee. Employee’s disability insurance coverage will end upon his last day of active employment and Employee shall not be entitled to receive any other compensation may port or benefits under this Agreement as a result convert the basic life insurance coverage within 31 days of the termination date as provided under the terms of Employee's employment following a Change of Control or Constructive Terminationthe policy.

Termination Following Change in Control. In If, (x) during the event of the occurrence of Constructive Termination Employment Period and within twelve (12) months after the effective date of following a Change in Control, Employee may, at Employee's option, terminate Employeethe Company (or its successor) terminates the Executive's employment due without Cause pursuant to Constructive Termination unless Employee has entered into an Section 5(b) or the Executive terminates her employment agreement with Successor. Such for Good Reason pursuant to Section 5(c), or (y) the Executive, by notice given under this clause (y) of this Section 6(d) on or before the tenth (10th) business day following the Change in Control, terminates her employment for any reason, which termination shall be effective upon Employee giving notice on the sixtieth (60th) day following a Change in Control, the Executive shall be entitled to Successorreceive, in addition to the items referenced in Section 6(a), the following: (i) continued payment of her Base Salary, at the rate in effect on her last day of employment, for a period of twenty-four (24) months (the "Control Change Severance Payment"). In The Control Change Severance Payment shall be paid in approximately equal installments on the event of Company's regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Group; (ii) continued payment by the Company for the Executive's life, health and disability insurance coverage during the twenty-four (24) month severance period referenced in Section 6(d)(i) to the same extent that the Company paid for such coverage immediately prior to the termination of Employeethe Executive's employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (124) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; (iii) vesting as of the last day of her employment in any unvested portion of any stock option and any restricted stock previously issued to the Executive by Successor within twelve the Company Group; and (12iv) months after the effective date of a Change of Control, or bonus equal to two (2) by Employee within twelve times the greater of (12x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months after (or the effective date period of a Change of Control as a result of a Constructive Terminationthe Executive's employment if shorter), then and (ay) Successor shall pay Employee a lump sum cash payment equal the most recent bonus paid to the Severance Amount within 10 business days after the termination of employment; (b) Successor Executive. Such bonus shall make available to Employee, at Employee's cost and expense, medical and other insurance coverage at a level and be paid to the extent required by COBRA; and Executive within sixty (c60) any outstanding options held by Employee that remain unvested as days following the end of the date of fiscal year in which such termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoing, in occurs. (A) In the event that any payments Control Change Severance Payment, insurance benefits, accelerated vesting, pro-rated bonus or other benefit payable to the Executive (under this Agreement or otherwise), shall (1) constitute "parachute payments" within the meaning of Section 2 will 280G (as it may be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(iamended or replaced) of the Internal Revenue Code (the "Code") ("Parachute Payments") and (2) be subject to the excise tax imposed by Section 4999 (as it may be amended or replaced) of 1986, as amended the Code (an "Excess Parachute Paymentthe Excise Tax"), then the payments Company shall pay to Employee under this Section 2 the Executive an additional amount (the "Gross-Up Amount") such that the net benefits retained by the Executive after the deduction of the Excise Tax (including interest and penalties) and any federal, state or local income and employment taxes (including interest and penalties) upon the Gross-Up Amount shall be limited to an amount equal to the maximum benefits that would have been delivered hereunder had the Excise Tax not been applicable and the Gross-Up Amount not been paid. (B) For purposes of determining the Gross-Up Amount: (1) Parachute Payments provided under arrangements with the Executive other than under any bonus or other incentive pay or stock plan or program of the Company (collectively, the "Plan") and this Agreement, if any, shall be taken into account in determining the total amount that could be paid to Employee of Parachute Payments received by the Executive so that no such amount, along with all other payments the amount of excess Parachute Payments that are attributable to Employee by Successor, will provisions of the Plan and Agreement is maximized; and (2) the Executive shall be deemed to constitute an Excess pay federal, state and local income taxes at the highest marginal rate of taxation for the Executive's taxable year in which the Parachute Payment. Subject Payments are includable in the Executive's income for purposes of federal, state and local income taxation. (C) The determination of whether the Excise Tax is payable, the amount thereof, and the amount of any Gross-Up Amount shall be made in writing in good faith by a nationally recognized independent certified public accounting firm selected by the Company and approved by the Executive, such approval not to the terms of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as a result of the termination of Employee's employment following a Change of Control or Constructive Termination.unreasonably withheld (the

Termination Following Change in Control. In If, during the event of the occurrence of Constructive Termination Employment Period and within twelve (12) months after the effective date of following a Change in Control, Employee maythe Trust (or its successor) terminates the Executive’s employment without Cause pursuant to Section 5(b) or the Executive terminates his employment for Good Reason pursuant to Section 5(c), the Executive shall be entitled to receive, in addition to the items referenced in Section 6(a) and in lieu of any benefits described in Section 6(c), the following: (i) continued payment of his Base Salary, at Employee's optionthe rate in effect on his last day of employment, terminate Employee's employment due to Constructive Termination unless Employee has entered into an employment agreement with Successorfor a period of twenty-four (24) months (the “Control Change Severance Payment”). Such termination The Control Change Severance Payment shall be effective upon Employee giving notice paid in approximately equal installments on the Trust’s regularly scheduled payroll dates, subject to Successor. In all legally required payroll deductions and withholdings for sums owed by the event of Executive to the Company Group; (ii) continued payment by the Trust for the Executive’s life and health insurance coverage during the twenty-four (24) month severance period referenced in Section 6(d)(i) to the same extent that the Trust paid for such coverage immediately prior to the termination of Employee's the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (124) month severance period, the Trust thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; (iii) vesting as of the last day of his employment in any unvested portion of any option and any restricted shares previously issued to the Executive by Successor within twelve the Company Group; and (12iv) months after the effective date of a Change of Control, or bonus equal to two (2) by Employee within twelve times the greater of (12x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months after (or the effective period of the Executive’s employment if shorter), and (y) the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within sixty (60) days following the end of the fiscal year in which such termination occurs. (v) None of the benefits described in this Section 6(d) will be payable unless the Executive has signed and delivered a general release (attached hereto as Exhibit A) within 45 days of date of a Change of Control as a result of a Constructive Terminationtermination, then which has (aand not until it has) Successor shall pay Employee a lump sum cash payment equal become irrevocable, satisfactory to the Severance Amount within 10 business days after Trust in the reasonable exercise of its discretion, releasing the Company Group and its affiliates, including their respective officers, trustees, members, partners, directors and employees, from any and all claims or potential claims arising from or related to the Executive’s employment or termination of employment; . (bvi) Successor For purposes of this Agreement, a “Change in Control” shall make available to Employee, at Employee's cost and expense, medical and other insurance coverage at a level and to the extent required by COBRA; and (c) mean any outstanding options held by Employee that remain unvested as of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoing, in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(i) of the Internal Revenue Code of 1986, as amended (an "Excess Parachute Payment"), then the payments to Employee under this Section 2 shall be limited to an amount equal to the maximum amount that could be paid to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject to the terms of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as a result of the termination of Employee's employment following a Change of Control or Constructive Termination.events:

Termination Following Change in Control. In the event there is a Change in Control of the occurrence of Constructive Termination Company, as defined in Section 2.6, during the Term, and: (a) within twelve (12) the period commencing three months after prior to the effective date of a Change in Control and ending six months following the date of the Change in Control (the "Firm Term"), the Officer's employment hereunder is terminated by the Company other than for Cause, as defined in Section 2.4; or (b) within the Firm Term, the Officer resigns from his employment hereunder upon thirty days written notice given to the Company within thirty days following a material change in the Officer's title, authorities or duties, in effect immediately prior to the Change in Control, Employee may, at Employee's option, terminate Employee's employment due a reduction in the compensation or a reduction in benefits provided pursuant to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination shall be effective upon Employee giving notice this Agreement or the Compensation and Benefit Plans below the amount of compensation and benefits in effect immediately prior to Successor. In the event of termination of Employee's employment (1) by Successor within twelve (12) months after the effective date of a Change of in Control, or (2) by Employee within twelve (12) months after a change of the effective date Officer's principal place of employment without his consent to a Change of Control as a result of a Constructive Terminationcity more than 25 miles from Springfield, Illinois, then (a) Successor the Officer shall pay Employee a lump sum cash payment equal have no further obligation to the Severance Amount within 10 business days after Company hereunder, except the termination of employment; (b) Successor duty not to disclose Confidential Information in accordance with Section 1.5, and the Company shall make available to Employee, at Employee's cost and expense, medical and other insurance coverage at a level and have no further obligation to the extent required by COBRA; and (c) any outstanding options held by Employee that remain unvested as of Officer hereunder from the date of termination shall become fully vested except (i) to pay to the Officer the salary payments described in Section 1.2, in the amount in effect on the date of termination, for a period of twelve months from the date of termination, (ii) to pay to the Officer any other benefits due under the Compensation and exercisable as Benefit Plans for a period of twelve months from the date of termination of Employee's employment with Successor and prior (iii) to pay to the occurrence Officer reasonable expenses of an event otherwise terminating Out placement within the options. Notwithstanding financial institutions industry during the foregoingtwelve month period following the date of termination; provided out placement expenses shall be paid only upon actually incurring such expenses and Officer's furnishing of evidence thereof to the Company and shall not include moving or relocation expenses and further provided that any benefit to be provided by a Compensation and Benefits Plan may be provided by the Company through cash of equivalent value or through a nonqualified arrangement or arrangements if, in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(i) judgment of the Internal Revenue Code Company, permitting the Officer to participate in such plan after the date of 1986, as amended (an "Excess Parachute Payment"), then termination would adversely affect the payments to Employee under this Section 2 shall be limited to an amount equal to the maximum amount that could be paid to Employee so that no tax status of such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject to the terms of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as a result of the termination of Employee's employment following a Change of Control or Constructive Terminationplan.

Termination Following Change in Control. In (1) The Corporation will provide or cause to be provided to Employee the event of the occurrence of Constructive Termination rights and benefits described in Section 8.3 if, within twelve twenty-four months (1224) months after the effective date of following a Change in Control, Employee may, at Employee's option, terminate the Corporation terminates the Employee's employment due to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination shall be effective upon Employee giving notice to Successor. In the event of termination of Employee's employment (1) by Successor within twelve (12) months after the effective date of a Change of Control, or (2) by Employee within twelve (12) months after the effective date of a Change of Control for reasons other than as a result of a Constructive Termination, then (a) Successor shall pay Employee a lump sum cash payment equal to the Severance Amount within 10 business days after the termination of employment; (b) Successor shall make available to Employee, at Employee's cost death. (2) The Corporation will provide or cause to be provided to Employee the rights and expense, medical and other insurance coverage at a level and to the extent required by COBRA; and (c) any outstanding options held by Employee that remain unvested as of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoing, in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" as defined benefits described in Section 280G(b)(i8.3 if, within twenty-four months (24) of following a Change in Control, the Internal Revenue Code of 1986, as amended (an "Excess Parachute Payment"), then Employee terminates the payments to Employee under this Section 2 shall be limited to an amount equal to the maximum amount that could be paid to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject to the terms of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as a result of the termination of Employee's employment following the occurrence of any of the following events without Employee's written consent: (1) the assignment of Employee to any duties or responsibilities that are inconsistent with his position, duties, responsibilities or status immediately preceding such Change in Control, or a change in his reporting responsibilities or position at the Corporation; (2) the failure to continue in effect the incentive plans, employee benefits plans and other compensation policies, practices and arrangement in which Employee participated immediately before the Change in Control, or the failure to continue Employee's participation on substantially the same basis, both in terms of Control the amount of benefit provided and the level of participation relative to other participants; (3) the transfer of Employee to a location more than twenty-five (25) miles from his location at the time of the Change in Control, or Constructive Terminationa material increase in the amount of travel normally required by the Corporation of Employee in connection with his employment; (4) the Corporation's failure to pay to Employee any portion of Employee's current compensation or to pay to Employee any portion of an installment or deferred compensation under any deferred compensation program of the Corporation within seven (7) days of the date such compensation is due; (5) the Corporation's failure to continue to provide Employee with benefits substantially similar in the aggregate to those enjoyed by Employee under any of the Corporation's life insurance, medical, health and accident, disability, pension, retirement, or other benefit plans or practices in which Employee and Employee's eligible family members were eligible to participate in immediately preceding such Change in Control, the taking of any action by the Corporation that would directly or indirectly materially reduce any of such benefits, or the failure by the Corporation to provide Employee with the number of paid vacation days to which Employee is entitled on the basis of years of service with the Corporation in accordance with the Corporation's normal vacation policy in effect immediately preceding such Change in Control; or (6) any material breach by the Corporation of any provision of this Agreement.