Common use of Termination in Connection with a Change in Control Clause in Contracts

Termination in Connection with a Change in Control. If you are subject to an Involuntary Termination that occurs in the CIC Period, then, conditioned upon your timely execution and non-revocation of the Release and compliance with your Confidentiality Agreement, in lieu of the payments and benefits provided under Section 3.a above: (i) the Company shall provide you with a payment in an amount equal to the sum of (A) your then- current base salary plus (B) your target annual bonus for the year in which termination occurs, which amount shall be payable in the form of salary continuation over the twelve- (12) month period following the date of separation, commencing on the first regular Company payday that is at least five (5) business days following the effective date of the Release; (ii) (A) if you properly elect to receive benefits under COBRA or similar state law and (B) the premium subsidy described below is not illegal or discriminatory under the Code, the Patient Protection and Affordable Care Act or the Health Care and Education Reconciliation Act, then the Company shall provide you with twelve (12) months of your COBRA premiums at the Company’s normal rate of contribution for employees for your coverage at the level in effect immediately prior to your termination, such premiums to be provided on a monthly basis; (iii) the Company shall pay the amount of any annual bonus previously awarded to you by the Board or the Compensation Committee, as applicable, with respect to the calendar year concluded prior to the date of termination that remains unpaid as of the date of termination, which annual bonus shall be paid at the same time as bonuses are paid to active employees of the Company; and (iv) the vesting and, if applicable, the exercisability of each of your outstanding time-based stock options and other equity awards under the Company’s equity incentive plan(s) shall be fully accelerated as of the effective date of the Release (with the vesting of any performance-based equity awards determined based on the terms of the award agreements governing such awards).

Termination in Connection with a Change in Control. If you are subject In the event Executive experiences a Qualifying Termination (defined below) anytime during the Change in Control Protection Period (defined below), Executive shall be entitled to an Involuntary Termination that occurs in the CIC Period, then, conditioned upon your timely execution and non-revocation of the Release and compliance with your Confidentiality Agreement, in lieu of the following payments and benefits provided under Section 3.a above: (i) collectively, the Company shall provide you with a payment "Change in an amount equal to the sum of (A) your then- current base salary plus (B) your target annual bonus for the year in which termination occursControl Payments"), which amount shall be payable in the form of addition to any payments to Executive for earned but unpaid salary continuation over the twelve- (12) month period following and accrued but unused vacation through the date of separationtermination, commencing on as well as any vested benefits to which Executive is entitled in accordance with the first regular Company payday that is at least five terms of any applicable employee benefit plan: (5a) business days following the effective date of the Release; (ii) (A) if you properly elect a lump sum payment equal to receive benefits under COBRA or similar state law and (B) the premium subsidy described below is not illegal or discriminatory under the Code, the Patient Protection and Affordable Care Act or the Health Care and Education Reconciliation Act, then the Company shall provide you with twelve (12) months of your COBRA premiums Executive's base salary, at the Company’s normal rate of contribution for employees for your coverage in effect at the level in effect immediately prior to your time of termination, such premiums to be provided on payable within thirty (30) days of Executive's termination; (b) any and all of Executive's Company stock options that are outstanding at the time of termination and not yet vested and that would otherwise vest within 12 months of a monthly basis; (iii) Qualifying Termination shall immediately become exercisable and the Company shall pay the amount exercise period of any annual bonus previously awarded to you by stock option shall continue for the Board length of the exercise period specified in the applicable stock option agreement or plan. (c) continuation of Executive's Company medical and dental benefits for the Compensation Committee, as applicable, with respect to the calendar period of one year concluded prior to the date of termination that remains unpaid as of from the date of termination; provided, which annual bonus shall be paid at the same time as bonuses are paid to active employees of the Company; and (iv) the vesting andhowever, that, if applicable, the exercisability of each of your outstanding time-based stock options and other equity awards such continuation is not permitted under the Company’s equity incentive plan(s) shall be fully accelerated as of the effective date of the Release (with the vesting of any performance-based equity awards determined based on the terms of the award agreements governing Company's benefit plans, the Company shall reimburse the Executive for the costs and any premiums paid to the Executive for continuation of coverage required under the Consolidated Omnibus Budget Reconciliation Act for such awards)one year period; and provided further that the Company's obligation to provide medical benefits under this section shall cease prior to the end of one year if Executive becomes eligible for coverage under another employer's medical plans. Notwithstanding the foregoing, the Company shall not be obligated to provide long-term disability benefits.

Termination in Connection with a Change in Control. If you are subject Notwithstanding anything to an Involuntary Termination that occurs the contrary in the CIC Period, then, conditioned upon your timely execution and non-revocation of the Release and compliance with your Confidentiality this Agreement, in lieu the event that (A) a Change of Control occurs; and (B) the Executive’s employment with the Company is terminated by the Company without Cause or by the Executive with Good Reason, in each case within eighteen (18) months following a Change in Control, the Executive shall be entitled to the following payments and benefits provided under Section 3.a above: benefits, with any cash payments to be made in a lump sum within thirty (30) days following the Termination Date: (i) the Company shall provide you with a payment in an amount equal to the sum of (A) your then- current base salary plus (B) your target annual bonus for the year in which termination occursExecutive’s Base Salary through the Termination Date, which amount shall be payable in the form of salary continuation over the twelve- (12) month period following the date of separation, commencing on the first regular Company payday that is at least five (5) business days following the effective date of the Release; (ii) (A) if you properly elect to receive benefits under COBRA or similar state law and (B) the premium subsidy described below is not illegal product of (x) the annual bonus paid or discriminatory under payable (including without limitation any bonus or portion thereof which has been earned but deferred) for the Codemost recently completed fiscal year and (y) a fraction, the Patient Protection numerator of which is the number of days in the current fiscal year through the Termination Date, and Affordable Care Act the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the Health Care extent not previously paid (the sum of the amounts described in clauses (A), (B), and Education Reconciliation Act(C) shall be hereinafter referred to as the “Accrued Obligations”); (ii) an amount equal to (A) one and one-half (1.5) multiplied by (B) the sum of (x) the Executive’s highest annual base salary in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date and (y) the Executive’s highest annual bonus in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date; (iii) for eighteen months after the Termination Date, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefit (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his family as those being provided by the Company, then the Company shall no longer be required to provide you with twelve that particular benefit to the Executive and his family; and (12iv) months of your COBRA premiums at to the Company’s normal rate of contribution for employees for your coverage at the level in effect immediately prior to your terminationextent not previously paid or provided, such premiums to be provided on a monthly basis; (iii) the Company shall timely pay or provide to the amount Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any annual bonus previously awarded plan, program, policy, practice, contract or agreement of the Company and its affiliated companies. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to you which the Executive is entitled, the Executive shall be considered to have remained employed by the Board or Company until three years after the Compensation Committee, as applicable, with respect to the calendar year concluded prior to the date of termination that remains unpaid as of the date of termination, which annual bonus shall be paid at the same time as bonuses are paid to active employees of the Company; and (iv) the vesting and, if applicable, the exercisability of each of your outstanding time-based stock options and other equity awards under the Company’s equity incentive plan(s) shall be fully accelerated as of the effective date of the Release (with the vesting of any performance-based equity awards determined based on the terms of the award agreements governing such awards)Termination Date.

Termination in Connection with a Change in Control. If you are subject In the event Executive experiences a Qualifying Termination (defined below) anytime during the Change in Control Protection Period (defined below), Executive shall be entitled to an Involuntary Termination that occurs in the CIC Period, then, conditioned upon your timely execution and non-revocation of the Release and compliance with your Confidentiality Agreement, in lieu of the following payments and benefits provided under Section 3.a above: (i) collectively, the Company shall provide you with a payment "Change in an amount equal to the sum of (A) your then- current base salary plus (B) your target annual bonus for the year in which termination occursControl Payments"), which amount shall be payable in the form of addition to any payments to Executive for earned but unpaid salary continuation over the twelve- (12) month period following the date of separation, commencing on the first regular Company payday that is at least five (5) business days following the effective date of the Release; (ii) (A) if you properly elect to receive benefits under COBRA or similar state law and (B) the premium subsidy described below is not illegal or discriminatory under the Code, the Patient Protection and Affordable Care Act or the Health Care and Education Reconciliation Act, then the Company shall provide you with twelve (12) months of your COBRA premiums at the Company’s normal rate of contribution for employees for your coverage at the level in effect immediately prior to your termination, such premiums to be provided on a monthly basis; (iii) the Company shall pay the amount of any annual bonus previously awarded to you by the Board or the Compensation Committee, as applicable, with respect to the calendar year concluded prior to the date of termination that remains unpaid as of accrued but unused vacation through the date of termination, as well as any vested benefits to which annual bonus shall be paid Executive is entitled in accordance with the terms of any applicable employee benefit plan: (a) a lump sum payment equal to eighteen (18) months of Executive's base salary, at the same rate in effect at the time as bonuses of termination, payable within thirty (30) days of Executive's termination; (b) any and all of Executive's Company stock options that are paid to active employees outstanding at the time of termination and not yet vested and that would otherwise vest within 12 months of a Qualifying Termination shall immediately become exercisable and the exercise period of any stock option shall continue for the length of the Companyexercise period specified in the applicable stock option agreement or plan; and (c) continuation of Executive's Company medical and (iv) dental benefits for the vesting andperiod of one year from the date of termination; provided, however, that, if applicable, the exercisability of each of your outstanding time-based stock options and other equity awards such continuation is not permitted under the Company’s equity incentive plan(s) shall be fully accelerated as of the effective date of the Release (with the vesting of any performance-based equity awards determined based on the terms of the award agreements governing Company's benefit plans, the Company shall reimburse the Executive for the costs and any premiums paid to the Executive for continuation of coverage required under the Consolidated Omnibus Budget Reconciliation Act for such awards)one year period; and provided further that the Company's obligation to provide medical benefits under this section shall cease prior to the end of one year if Executive becomes eligible for coverage under another employer's medical plans. Notwithstanding the foregoing, the Company shall not be obligated to provide long-term disability benefits.

Termination in Connection with a Change in Control. If you are subject Executive's employment described herein is terminated by the Company, without Cause (as defined in Section 3.3 hereof), or Executive terminates his employment hereunder for Good Reason at any time within the 60-day period preceding or 36-month period following such Change in Control, then notwithstanding any provision of this Agreement to an Involuntary Termination that occurs in the CIC Period, then, conditioned upon your timely execution contrary and non-revocation of the Release and compliance with your Confidentiality Agreement, in lieu of any compensation or benefits otherwise payable hereunder: a. The Company shall pay to Executive the payments amount described in Section 3.1a in the form of a single-sum not later than three days after such termination. b. The Company shall pay an amount equal to three times Executive's "base amount," payable in the form of a single-sum not later than 30 days after such termination. For purposes of this agreement, "base amount" is defined as the Executive's current annual base compensation and benefits provided target amount payable under Section 3.a above: (i) the Company's annual incentive plan. c. The Company shall provide you to Executive and his dependents coverage under the Company's or an Affiliate's group medical plan for the same type and level of health benefits received by Executive and his dependents immediately prior to such termination for a period of three years or until Executive and/or his dependents obtain coverage under a reasonably satisfactory group health plan with a payment no applicable preexisting condition limitation, whichever comes first; such coverage to be in addition to any coverage available to Executive and his dependents under Code Section 4980B. d. Vesting shall be accelerated, any restrictions shall lapse, and all performance objectives shall be deemed satisfied as to any outstanding grants or awards made to Executive under the 2000 Long-Term Incentive Compensation Plan. Executive shall be entitled to such additional benefits or rights as may be provided in the documents evidencing such plans or the terms of any agreement evidencing such grant or award. e. Executive shall be fully vested for purposes of any service or similar requirement imposed under the Supplemental Plan, regardless of the actual number of years of service attained by Executive. Executive shall be credited with an additional three years of age for purposes of determining his benefit percentage under the Supplemental Plan, but in no event shall such benefit percentage be less than 50%; and Executive shall be credited with an additional three years of age for purposes of determining any reduction taken with respect to benefits commencing before Executive's normal retirement date (as defined in such plan). f. If Executive's principal office is located in Pineville, Louisiana, the Company shall, at the written request of Executive: i. Purchase his principal residence if such residence is located within 60 miles of the Company's Pineville, Louisiana office (the "Principal Residence") for an amount equal to the sum greater of (A) your then- current base salary plus (B) your target annual bonus for the year in which termination occurs, which amount shall be payable in the form of salary continuation over the twelve- (12) month period following the date of separation, commencing on the first regular Company payday that is at least five (5) business days following the effective date of the Release; (ii) (A) if you properly elect to receive benefits under COBRA or similar state law and (B1) the premium subsidy described below is not illegal purchase price of such Principal Residence plus the documented cost of any capital improvements to the Principal Residence made by Executive, or discriminatory under (2) the Code, the Patient Protection and Affordable Care Act or the Health Care and Education Reconciliation Act, then the Company shall provide you with twelve (12) months fair market value of your COBRA premiums at such Principal Residence as determined by the Company’s normal rate of contribution for employees for your coverage at the level in effect immediately prior to your termination, such premiums to be provided on a monthly basis's usual relocation practice; (iii) the Company shall pay the amount of any annual bonus previously awarded to you by the Board or the Compensation Committee, as applicable, with respect to the calendar year concluded prior to the date of termination that remains unpaid as of the date of termination, which annual bonus shall be paid at the same time as bonuses are paid to active employees of the Company; and (iv) the vesting and, if applicable, the exercisability of each of your outstanding time-based stock options and other equity awards under the Company’s equity incentive plan(s) shall be fully accelerated as of the effective date of the Release (with the vesting of any performance-based equity awards determined based on the terms of the award agreements governing such awards).

Termination in Connection with a Change in Control. If you are subject to an Involuntary Termination that occurs in the CIC Period, then, conditioned upon your timely execution and non-revocation of the Release and compliance with your Non-Competition Agreement and your Confidentiality Agreement, in lieu of the payments and benefits provided under Section 3.a above: (i) the Company shall provide you with a payment in an amount equal to the sum of (A) your then- then-current base salary plus (B) your target annual bonus for the year in which termination occurs, which amount shall be payable in the form of salary continuation over the twelve- (12) month period following the date of separation, commencing on the first regular Company payday that is at least five (5) business days following the effective date of the Release; (ii) (A) if you properly elect to receive benefits under COBRA or similar state law and (B) the premium subsidy described below is not illegal or discriminatory under the Code, the Patient Protection and Affordable Care Act or the Health Care and Education Reconciliation Act, then the Company shall provide you with twelve (12) months of your COBRA premiums at the Company’s normal rate of contribution for employees for your coverage at the level in effect immediately prior to your termination, such premiums to be provided on a monthly basis; (iii) the Company shall pay the amount of any annual bonus previously awarded to you by the Board or the Compensation Committee, as applicable, with respect to the calendar year concluded prior to the date of termination that remains unpaid as of the date of termination, which annual bonus shall be paid at the same time as bonuses are paid to active employees of the Company; and (iv) the vesting and, if applicable, the exercisability of each of your outstanding time-based stock options and other equity awards under the Company’s equity incentive plan(s) shall be fully accelerated as of the effective date of the Release (with the vesting of any performance-based equity awards determined based on the terms of the award agreements governing such awards).

Termination in Connection with a Change in Control. If you are subject experience a Separation from Service (as defined below) initiated by the Company without Cause (as defined below), by you for Good Reason (as defined below) or because of your death or permanent disability, as determined by the Company, in each case within the twelve (12) month period commencing on a Change in Control (as defined below), and if, within sixty (60) days of your Separation from Service, you (or your estate’s executor) sign, and fail to an Involuntary Termination that occurs in the CIC Periodrevoke during any applicable revocation period, thena Release, conditioned upon your timely execution and non-revocation of the Release and compliance with your Confidentiality Agreement, then in lieu of the payments severance benefits described in the preceding paragraph, the Company shall provide you (or your estate) with continuation of your base salary for a period of twelve (12) months commencing on the sixtieth (60th) day following your Separation from Service at the rate in effect immediately prior to your Separation from Service, less applicable withholdings, and benefits provided under Section 3.a above: payment of an amount equal to 100% of the lesser of (a) your prior year’s bonus and (b) your prior year’s target bonus, both payable in twelve (12) substantially equal installments commencing on the sixtieth (60th) day following your Separation from Service pursuant to the Company’s normal and customary payroll procedures. The Company or one of its subsidiaries shall also pay the group health, dental and vision plan continuation coverage premiums for you and, if relevant, your covered dependents’ COBRA for the lesser of (i) twelve (12) months from the date of your Separation from Service, or (ii) the date upon which you are covered by similar plans of a new employer. Finally, your then outstanding options shall immediately accelerate and become vested and exercisable for that number of shares subject thereto with respect to which such options would have become vested and exercisable over the succeeding twelve (12) month period based solely on the passage of time and your performance of services (i.e., you will receive twelve (12) month accelerated vesting on your time vesting options). The Company shall provide you with a payment in an amount equal to the sum of (A) your then- current base salary plus (B) your target annual bonus for the year in which termination occurs, which amount shall be payable in the form of salary continuation over the twelve- (12) month period following the date of separation, commencing on the first regular Company payday that is at least five (5) Release within 10 business days following the effective date of the Release; (ii) (A) if you properly elect to receive benefits under COBRA or similar state law and (B) the premium subsidy described below is not illegal or discriminatory under the Code, the Patient Protection and Affordable Care Act or the Health Care and Education Reconciliation Act, then the Company shall provide you with twelve (12) months of your COBRA premiums at the Company’s normal rate of contribution for employees for your coverage at the level in effect immediately prior to your termination, such premiums to be provided on a monthly basis; (iii) the Company shall pay the amount of any annual bonus previously awarded to you by the Board or the Compensation Committee, as applicable, with respect to the calendar year concluded prior to the date of termination that remains unpaid as of the date of termination, which annual bonus shall be paid at the same time as bonuses are paid to active employees of the Company; and (iv) the vesting and, if applicable, the exercisability of each of your outstanding time-based stock options and other equity awards under the Company’s equity incentive plan(s) shall be fully accelerated as of the effective date of the Release (with the vesting of any performance-based equity awards determined based on the terms of the award agreements governing such awards)Separation from Service.

Termination in Connection with a Change in Control. If you are subject to an Involuntary Termination that occurs in the CIC Period, then, conditioned upon your timely execution and non-revocation of the Release and compliance with your Confidentiality Agreement, in lieu of the payments and benefits provided under Section 3.a above: (i) the i)the Company shall provide you with a payment in an amount equal to one and a half (1.5) times the sum of (A) your then- then-current base salary plus (B) your B)your target annual bonus for the year in which termination occurs, which amount shall be payable in the form of salary continuation over the twelve- (12) month period following the date of separation, commencing on the first regular Company payday that is at least five (5) business days following the effective date of the Release; (ii) (A) if you properly elect to receive benefits under COBRA or similar state law and (B) the B)the premium subsidy described below is not illegal or discriminatory under the Code, the Patient Protection and Affordable Care Act or the Health Care and Education Reconciliation Act, then the Company shall provide you with twelve eighteen (1218) months of your COBRA premiums at the Company’s normal rate of contribution for employees for your coverage at the level in effect immediately prior to your termination, such premiums to be provided on a monthly basis; (iii) the Company shall pay the amount of any annual bonus previously awarded to you by the Board or the Compensation Committee, as applicable, with respect to the calendar year concluded prior to the date of termination that remains unpaid as of the date of termination, which annual bonus shall be paid at the same time as bonuses are paid to active employees of the Company; and (iv) the vesting and, if applicable, the exercisability of each of your outstanding time-based stock options and other equity awards under the Company’s equity incentive plan(s) shall be fully accelerated as of the effective date of the Release (with the vesting of any performance-based equity awards determined based on the terms of the award agreements governing such awards).

Termination in Connection with a Change in Control. If you are subject to an Involuntary Termination that occurs in the CIC Period, then, conditioned upon your timely execution and non-revocation of the Release and compliance with your Confidentiality Agreement, in lieu of the payments and benefits provided under Section 3.a above: (i) the Company shall provide you with a payment in an amount equal to the sum of (A) your then- then-current base salary plus (B) your target annual bonus for the year in which termination occurs, which amount shall be payable in the form of salary continuation over the twelve- (12) month period following the date of separation, commencing on the first regular Company payday that is at least five (5) business days following the effective date of the Release; (ii) (A) if you properly elect to receive benefits under COBRA or similar state law and (B) the premium subsidy described below is not illegal or discriminatory under the Code, the Patient Protection and Affordable Care Act or the Health Care and Education Reconciliation Act, then the Company shall provide you with twelve (12) months of your COBRA premiums at the Company’s normal rate of contribution for employees for your coverage at the level in effect immediately prior to your termination, such premiums to be provided on a monthly basis; (iii) the Company shall pay the amount of any annual bonus previously awarded to you by the Board or the Compensation Committee, as applicable, with respect to the calendar year concluded prior to the date of termination that remains unpaid as of the date of termination, which annual bonus shall be paid at the same time as bonuses are paid to active employees of the Company; and (iv) the vesting and, if applicable, the exercisability of each of your outstanding time-based stock options and other equity awards under the Company’s equity incentive plan(s) shall be fully accelerated as of the effective date of the Release (with the vesting of any performance-based equity awards determined based on the terms of the award agreements governing such awards).

Termination in Connection with a Change in Control. If you are subject Executive’s employment is involuntarily terminated by the Company, without Cause, or Executive terminates his employment with the Company for Good Reason, either occurring during the 24-month period following a Change in Control (Executive’s “Eligible Termination”), the Company shall pay or provide to Executive the following: a. Executive’s Incentive Bonus with respect to the Company’s completed fiscal year immediately preceding Executive’s Eligible Termination, to the extent such amount has not been paid as of the change; such amount shall be paid on the payment date generally applicable to such bonus. b. If Executive and/or his dependants timely elect to continue group medical coverage in accordance with Code Section 4980B with respect to the group medical plan sponsored by the Company or an Involuntary Affiliate (excluding for this purpose any health flexible spending account described in Code Sections 125 and 105(h)), the Company shall pay to Executive the amount of the continuation coverage premium for the same type and level of coverage received by Executive and his electing dependants immediately prior to Executive’s Eligible Termination that occurs for the period such coverage is actually provided in accordance with Code Section 4980B, but not in excess of 18 months; payment hereunder shall be made on the first business day of each calendar month following Executive’s timely coverage election, and, to facilitate the payment of Executive’s group medical plan premiums, may, in the CIC Period, then, conditioned upon your timely execution and non-revocation discretion of the Release Company, be remitted directly by the Company to such plan or other appropriate person. c. Vesting shall be accelerated, any restrictions shall lapse, and compliance with your Confidentiality Agreementall performance objectives shall be deemed satisfied as to any outstanding grant or award made to Executive under the Company’s 2001 Long-Term Incentive Compensation Plan, in lieu as the same may be amended, restated or superseded from time to time. d. The Company shall pay to Executive an additional amount equal to 1.99 times the aggregate of the payments and benefits provided under Section 3.a above: Executive’s (i) the Company shall provide you Base Compensation in effect prior to such change, and (ii) average Incentive Bonus paid with a payment in an amount equal respect to the sum of (A) your then- current base salary plus (B) your target annual bonus for two whole calendar years preceding such change; the year in which termination occurs, which amount determined hereunder shall be payable paid in the form of salary continuation over the twelve- (12) month period following the date of separation, commencing on the first regular Company payday that is at least five (5) business a single-sum not more than 30 days following the effective date of the Release; (ii) (A) if you properly elect to receive benefits under COBRA or similar state law and (B) the premium subsidy described below is not illegal or discriminatory under the Code, the Patient Protection and Affordable Care Act or the Health Care and Education Reconciliation Act, then the Company shall provide you with twelve (12) months of your COBRA premiums at the Company’s normal rate of contribution for employees for your coverage at the level in effect immediately prior to your termination, such premiums to be provided on a monthly basis; (iii) the Company shall pay the amount of any annual bonus previously awarded to you by the Board or the Compensation Committee, as applicable, with respect to the calendar year concluded prior to the date of termination that remains unpaid as of the date of termination, which annual bonus shall be paid at the same time as bonuses are paid to active employees of the Company; and (iv) the vesting and, if applicable, the exercisability of each of your outstanding time-based stock options and other equity awards under the Company’s equity incentive plan(s) shall be fully accelerated as of the effective date of the Release (with the vesting of any performance-based equity awards determined based on the terms of the award agreements governing such awards)change.

Termination in Connection with a Change in Control. (a) If your office as Chief Executive Officer of the Company is terminated (x) by the Company other than for Cause, and other than due to your death or Disability, or (y) by you are subject to an Involuntary Termination that occurs with Good Reason (as defined below), in either case upon, or within one year following, a “Change in Control” (as such term is defined in the CIC PeriodCompany’s 2016 Stock Option Plan), then, then you will be entitled to (i) the Accrued Benefits and (ii) conditioned upon your timely execution and non-revocation of the Release and compliance the expiration of the applicable revocation period with respect to such Release within the period of time following the Termination Date set forth in the Release, and provided that you do not materially breach the restrictive covenants set forth in the Protective Covenants Agreement: (i) An amount equal to the Salary then in effect, to be paid in equal monthly installments over a 12-month period. The first installment will be paid on the last business day of the month following the month in which the Termination Date occurs and subsequent installments will be paid on the 30th day of each month (or in the event that the 30th day is not a business day, the immediately preceding business day) for the next 11 months; (ii) An amount equal to the Target Bonus in full to be paid in a cash lump sum on the same date as the first installment referred to in Section 8(a)(i) immediately above. Notwithstanding any provision of the Executive Bonus Plan (or any successor plan thereto) to the contrary, in the event that the Termination Date occurs after December 31 but prior to the payment of your annual performance-based bonus for the completed preceding year, you will also be entitled to receive the bonus that you had earned for such completed preceding year based on the actual level of achievement of the performance goals established with respect to your bonus award, payable at such time that the annual performance-based bonuses are paid to other executives of the Company who have not experienced a termination of service; (iii) Until the twelve (12) month anniversary of the Termination Date, (i) continued provision of Company-paid life and disability insurance and (ii) continued payment by the Company of the Company portion of the premiums for your Company group medical insurance coverage (or alternative comparable coverage) (it being agreed that the Company shall have no obligation under this clause (ii) unless you make a timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) and that the period of coverage provided under this clause (ii) shall count towards the maximum period of continuation coverage required to be provided under COBRA or other applicable law, and it being further agreed that if the Company group medical insurance coverage provides that participants are covered for the full calendar month once the premium is paid for such month, then your coverage will extend to the end of the calendar month in which the twelve (12) month anniversary of the Termination Date occurs). In all cases, the coverage provided under clause (ii) of this Section 8(a)(iii) shall immediately terminate if you are offered other medical insurance coverage in connection with your Confidentiality employment by another employer or if the Company determines in good faith that such coverage would cause adverse tax consequences to the Company or subject it to penalties under applicable law; (iv) Notwithstanding anything to the contrary set forth in the applicable Criteo S.A. Stock Option Plan, RSU Plan or PSU Plan, or in any applicable award agreement, immediate vesting of all outstanding unvested stock options, RSUs and PSUs on the Termination Date; provided, however, that the PSUs will vest in the amount that would become vested assuming achievement of the target level of performance; and provided further, however, that, in all instances, the provisions of the RSU Plan and PSU Plan which prohibit the acceleration or shortening of the minimum vesting period of one year will continue to apply, such that no RSUs or PSUs granted within the one-year period prior to the Termination Date will vest hereunder. (1) You also acknowledge and agree that any PSUs or RSUs that may become vested pursuant to the terms of this Section 8 will be subject to a holding period until the second anniversary of the date of grant of the award, as required by French law and the terms of the RSU Plan and PSU Plan, as applicable, and the free shares relating to such vested RSUs or PSUs will be definitively acquired by you no earlier than the expiration of the required holding period; and (v) Notwithstanding anything to the contrary in the applicable Criteo S.A. Stock Option Plan (or any successor plan thereto), or in any applicable award agreement, your vested stock options (including those that become vested pursuant to Section 8(a)(iv) hereof) shall remain exercisable by you for the 12-month period following the Termination Date, but in no event later than the original expiration date of such stock option. In this connection, you acknowledge and agree that any incentive stock options that are affected by this provision will be treated as nonqualified stock options. (b) For purposes of this Agreement, in lieu “Cause” is defined as any of the payments and benefits provided under Section 3.a abovefollowing: (i) the Company shall provide you with a payment in an amount equal to the sum your material breach of (A) your then- current base salary plus (B) your target annual bonus for the year in which termination occurs, which amount shall be payable in the form this Agreement or any provision hereof or of salary continuation over the twelve- (12) month period following the date of separation, commencing on the first regular Company payday that is at least five (5) business days following the effective date any lawful directive of the ReleaseBoard; (ii) (A) if you properly elect your continued failure or refusal to receive benefits under COBRA or similar state law and (B) the premium subsidy described below is not illegal or discriminatory under the Code, the Patient Protection and Affordable Care Act or the Health Care and Education Reconciliation Act, then the Company shall provide you with twelve (12) months perform any of your COBRA premiums at the Company’s normal rate of contribution for employees for your coverage at the level in effect immediately prior to your termination, such premiums to be provided on a monthly basismaterial duties and responsibilities hereunder after written notice; (iii) your dishonesty, fraud or misconduct with respect to the Company shall pay business or affairs of the amount Group Companies which affects the operations or reputation of any annual bonus previously awarded of the Group Companies; (iv) your indictment, conviction, or entering a plea of guilty or nolo contendere for the commission of a felony or a crime involving material dishonesty; or (v) your failure to adhere to the policies, practices, rules or directives of Criteo S.A. and the Company. Notwithstanding the foregoing, “Cause” to terminate your office shall not exist unless (a) a written notice has first been delivered to you by the Board or (the Compensation Committee“Cure Notice”), as applicable, which Cure Notice (1) specifically identifies the event(s) the Board believes constitutes Cause and (2) provides 30 days from the date of such Cure Notice for you to cure such circumstances (the “Cure Period”) and (b) you have failed to timely cure such circumstances; provided that with respect to the calendar year concluded prior to the date of termination that remains unpaid as of the date of termination, which annual bonus shall be paid at the same time as bonuses are paid to active employees of the Company; clauses (iii) and (iv) the vesting and, if applicableof this paragraph, the exercisability of each of your outstanding time-based stock options Board shall not be required to deliver a Cure Notice and other equity awards under the Company’s equity incentive plan(s) such termination shall be fully accelerated effective immediately upon the delivery of a written notice (the “Cause Termination Notice”). If (other than in the case of clauses (iii) or (iv)) you fail to timely cure such circumstances in accordance with the foregoing, the Board may send a Cause Termination Notice to you, in which case your office as Chief Executive Officer of the effective date of the Release (with the vesting of any performance-based equity awards determined based on the terms of the award agreements governing such awards)Company shall thereupon be terminated for Cause.

Termination in Connection with a Change in Control. If you are subject experience a Separation from Service (as defined below) initiated by the Company without Cause (as defined below), by you for Good Reason (as defined below) or because of your death or permanent disability, as determined by the Company, in each case within the twelve (12) month period commencing on a Change in Control (as defined below), and if, within sixty (60) days of your Separation from Service, you (or your estate’s executor) sign, and fail to an Involuntary Termination that occurs in the CIC Periodrevoke during any applicable revocation period, thena Release, conditioned upon your timely execution and non-revocation of the Release and compliance with your Confidentiality Agreement, then in lieu of the payments and severance benefits provided under Section 3.a above: (i) described in the preceding paragraph, the Company shall provide you (or your estate) with a payment in an amount equal to the sum continuation of (A) your then- current base salary plus (B) your target annual bonus for the year in which termination occurs, which amount shall be payable in the form a period of salary continuation over the twelve- (12) month period following the date of separation, commencing on the first regular Company payday that is at least five (5) business days following the effective date of the Release; (ii) (A) if you properly elect to receive benefits under COBRA or similar state law and (B) the premium subsidy described below is not illegal or discriminatory under the Code, the Patient Protection and Affordable Care Act or the Health Care and Education Reconciliation Act, then the Company shall provide you with twelve (12) months of commencing on the sixtieth (60th) day following your COBRA premiums Separation from Service at the Company’s normal rate of contribution for employees for your coverage at the level in effect immediately prior to your terminationSeparation from Service, such less applicable withholdings, and payment of an amount equal to 100% of the lesser of (a) your prior year’s bonus and (b) your prior year’s target bonus, both payable in twelve (12) substantially equal installments commencing on the sixtieth (60th) day following your Separation from Service pursuant to the Company’s normal and customary payroll procedures. The Company or one of its subsidiaries shall also pay the group health, dental and vision plan continuation coverage premiums to be provided on a monthly basis; for you and, if relevant, your covered dependents’ COBRA for the lesser of (iiii) twelve (12) months from the date of your Separation from Service, or (ii) the Company date upon which you and your covered dependents are covered by similar plans of a new employer. Finally, your then outstanding options shall pay the amount immediately accelerate and become vested and exercisable for that number of any annual bonus previously awarded to you by the Board or the Compensation Committee, as applicable, shares subject thereto with respect to which such options would have become vested and exercisable over the calendar year concluded prior to the date of termination that remains unpaid as of the date of termination, which annual bonus shall be paid at the same time as bonuses are paid to active employees of the Company; and succeeding twelve (iv12) the vesting and, if applicable, the exercisability of each of your outstanding time-month period based stock options and other equity awards under the Company’s equity incentive plan(s) shall be fully accelerated as of the effective date of the Release (with the vesting of any performance-based equity awards determined based solely on the terms passage of the award agreements governing such awardstime and your performance of services (i.e., you will receive twelve (12) month accelerated vesting on your time vesting options).

Termination in Connection with a Change in Control. If you are Notwithstanding any other provision contained herein other than Section 5.9, if the Executive’s employment hereunder is terminated during the Employment Term and during the six -month period prior to the effective date of Change in Control or the 24-month period following the effective date of a Change in Control (i) by the Executive for Good Reason or (ii) by the Company without Cause (other than on account of the Executive’s death or Disability), the Executive shall be entitled to the Accrued Amounts and, subject to an Involuntary Termination that occurs in the CIC Period, then, conditioned upon your timely execution Executive’s compliance with Sections 6-9 of this Agreement and non-revocation satisfaction of the Release and compliance with your Confidentiality Agreement, in lieu Requirements as of the payments and benefits provided under Section 3.a above: Payment Date, the Executive shall be entitled to receive the following: (ia) the Company shall provide you with a payment in an An amount equal to the sum of the following: (Ai) your then- current base salary plus (B) your target annual bonus 2.99 times the Executive’s Base Salary for the year in which termination the Termination Date occurs (or if greater, the year immediately preceding the year in which the Change in Control occurs), plus (ii) 2.99 times the greater of (i) the Executive’s Annual Bonus received for the immediately preceding year or (ii) the Executive’s target bonus, if any, for the year in which the Termination Date occurs. Such amount shall be payable paid in the form of salary continuation over the twelve- (12) month period following the date of separation, commencing substantially equal monthly installments beginning on the first regular Company payday Payment Date and continuing through the end of the twelve (12)-month period beginning on the Termination Date; provided, that the enhanced severance benefit due under this Section 5.4(a) that is at least five (5in excess of the severance benefits payable under Section 5.2(a) business days following for a termination within six months prior to the effective date of a Change in Control that would have been paid for the Releaseperiod from the Termination Date until the Change in Control, shall be paid in a lump sum payment within thirty (30) days following the occurrence of the Change in Control and the remaining enhanced severance benefit due under this Section 5.4(a) shall be paid in substantially equally monthly installments through the end of the 12-month period beginning on the Termination Date; and (b) if the Executive timely and properly elects continuation coverage under COBRA, the Company shall reimburse the Executive for the monthly COBRA premium paid by the Executive for himself and his dependents. Such reimbursement shall be paid to the Executive on the tenth day of the month immediately following the month in which the Executive timely remits the premium payment. Any such reimbursement for the period prior to the Payment Date shall be paid to the Executive in a lump sum on the Payment Date and any reimbursement for any month (or portion thereof) on and after the Payment Date shall paid to the Executive on the tenth day of the month immediately following the month in which the Executive timely remits the premium payment. Executive shall be eligible to receive such reimbursement until the earliest of: (i) the 18-month anniversary of the Termination Date; (ii) (A) if you properly elect the date the Executive is no longer eligible to receive benefits under COBRA or similar state law continuation coverage; and (B) the premium subsidy described below is not illegal or discriminatory under the Code, the Patient Protection and Affordable Care Act or the Health Care and Education Reconciliation Act, then the Company shall provide you with twelve (12) months of your COBRA premiums at the Company’s normal rate of contribution for employees for your coverage at the level in effect immediately prior to your termination, such premiums to be provided on a monthly basis; (iii) the Company shall pay date on which the amount of any annual bonus previously awarded to you by Executive receives substantially similar coverage from another employer. Notwithstanding the Board or the Compensation Committee, as applicable, with respect to the calendar year concluded prior to the date of termination that remains unpaid as of the date of termination, which annual bonus shall be paid at the same time as bonuses are paid to active employees of the Company; and (iv) the vesting andforegoing, if applicable, the exercisability of each of your outstanding time-based stock options and other equity awards under the Company’s equity incentive plan(smaking payments under this Section 5.4(b) would violate the nondiscrimination rules applicable to non-grandfathered plans, or result in the imposition of penalties under PPACA, the parties agree to reform this Section 5.4(b) in a manner as is necessary to comply with PPACA; and (c) any supplemental matching contributions pursuant to the 401(k) Make-up Plan shall become fully and will be fully accelerated as of the effective date of the Release (paid or settled in accordance with the vesting of any performance-based equity awards determined based on the terms of the award agreements governing 401(k) Make-up Plan; provided, however, that any settlement or payment provisions of such awards401(k) Make-up Plan that are required under Section 409A shall remain in effect and shall not be accelerated or further deferred in violation of Section 409A. If the Release Requirements are not satisfied as of the Payment Date, the Executive will not be entitled to any payments or benefits pursuant this Agreement other than the Accrued Amounts. In addition, if after the date that the Company begins making severance installment payments pursuant to Section 5.4(a), the Company determines that the Executive has violated any provision in Sections 6-9 of this Agreement, the Company may, in its sole discretion, declare all remaining severance installment payments due under this Agreement forfeited by the Executive, and, to the extent permitted by applicable law, may require the Executive to repay to the Company all prior severance installment payments made to the Executive by the Company.

Termination in Connection with a Change in Control. (a) If you are subject there is a Change in Control Termination, the Officer shall be the Bank shall, shall be paid a lump-sum cash payment equal to an Involuntary Termination that occurs 1.99 times the sum of (a) Officer’s then current base salary and (b) cash bonuses received during the twelve (12) month period immediately preceding Officer’s last day of employment, such Change Payment to be made to Officer within forty five (45) days after the later of (i) the termination of Officer’s employment; or (ii) the date of effectiveness of the Change in Control, the exact date of payment to be determined in the CIC Period, then, conditioned upon your timely execution and non-revocation sole discretion of the Release Company, and compliance with your Confidentiality Agreementmake monthly payments for twelve (12) months following termination of Officer’s employment, in lieu for Officer’s health insurance premiums, or a cash payment equal to the cost thereof (“Change Payment”); provided, however, that the Company shall be relieved of its obligation to pay the payments Change Payment if Officer fails to sign and benefits provided under Section 3.a abovedeliver to the Company no later than twenty-one (21) days after the later of: (i) the Company shall provide you with termination of Officer’s employment; or (ii) the date of effectiveness of the Change in Control, a payment in an amount equal to the sum of (A) your then- current base salary plus (B) your target annual bonus for the year in which termination occurs, which amount shall be payable General Release and Waiver in the form attached to this Agreement as Exhibit A. Notwithstanding anything to the contrary in this Section 4, any payment pursuant to this Section shall be subject to (i) any delay in payment required by Section 6 hereof and (ii) any reduction required pursuant to Section 5 hereof, as applicable. For purposes hereof, base salary shall not include any item of salary continuation over overtime pay, bonuses, commissions, severance pay, expense allowances or reimbursements, moving expenses, income from the twelve- (12) month period following exercise of nonqualified stock options, the date disposition of separationincentive stock options or shares purchased under any employee stock purchase plan, commencing income from restricted stock or stock option awards, excess group life insurance premiums or other extraordinary items of compensation. The Company’s payment of health insurance premiums is conditioned on the first regular Company payday terms of the Company’s health insurance policy then in place and the Officer’s compliance with applicable federal and state laws and regulations. (b) For purposes of clarity, it is the intent of this Agreement that if Officer is at least offered the position of President, or a comparable executive officer position, of the surviving or resulting entity following a Change in Control, which such position has materially comparable compensation, benefits, title, duties, responsibilities or position, and is located within thirty five (535) business days miles of Officer’s primary worksite, then Officer shall not be entitled to receive the Change Payment, whether or not Officer accepts such position, unless Officer’s employment is subsequent terminated without Cause within one year following the effective date of the Release; (ii) (A) Change in Control. Further, it is the intent of this Agreement that if you properly elect to receive benefits under COBRA or similar state law and (B) the premium subsidy described below Officer accepts a position that is not illegal a comparable position, other than a temporary position or discriminatory under consulting arrangement with a term of not more than 180 days following the Code, the Patient Protection and Affordable Care Act or the Health Care and Education Reconciliation Act, then the Company shall provide you with twelve (12) months of your COBRA premiums at the Company’s normal rate of contribution for employees for your coverage at the level in effect immediately prior to your termination, such premiums to be provided on a monthly basis; (iii) the Company shall pay the amount of any annual bonus previously awarded to you by the Board or the Compensation Committee, as applicable, with respect to the calendar year concluded prior to the date of termination that remains unpaid as effectiveness of the date of terminationChange in Control, which annual bonus Officer shall not be paid at the same time as bonuses are paid entitled to active employees of the Company; and (iv) the vesting and, if applicable, the exercisability of each of your outstanding time-based stock options and other equity awards under the Company’s equity incentive plan(s) shall be fully accelerated as of the effective date of the Release (with the vesting of any performance-based equity awards determined based on the terms of the award agreements governing such awards)a Change Payment.