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

Termination in Connection with a Change of Control. If during the two (2) year period that begins on the date that is one (1) year prior to a Change of Control and ends on that date which is one (1) year following a Change of Control, Conn’s (or its successor) terminates Executive’s employment other than for Cause or as a result of Executive’s death or Disability, or Executive voluntarily terminates his employment for Good Reason, Conn’s will pay the following amounts and provide the following benefits: (i) A lump-sum cash payment in an amount equal to three (3) times the Executive’s Base Salary, payable not later than ten (10) days following (A) Executive’s termination (if Executive’s employment terminates on or after the date of the Change of Control), or (B) the date of the Change of Control (if Executive’s employment terminates during the one-year period prior to the date of the Change of Control). Notwithstanding the provisions of Section 3(c)(i)(B), the amount payable to Executive under this Section 3(c)(i) shall be reduced by the payments, if any, received by Executive pursuant to Section 3(b)(i). (ii) During the eighteen (18) month period following such termination (the “Change of Control Severance Period”), Executive shall receive continued coverage under the Conn’s medical, dental, life, disability, and other employee welfare benefit plans in which senior executives of Conn’s are eligible to participate, to the extent Executive is eligible under the terms of such plans immediately prior to Executive’s termination. For purposes of clarity, during the term of this Agreement Conn’s shall provide Executive coverage under a major medical plan. Conn’s obligation to provide the foregoing benefits shall terminate upon Executive’s becoming eligible for comparable employee welfare benefits under a plan or arrangement provided by a new employer. Executive agrees to promptly notify Conn’s of any such employment and the material terms of any employee welfare benefits offered to Executive in connection with such employment. (iii) All awards held by Executive under the Conn’s Amended and Restated 2003 Incentive Stock Option Plan and/or the Conn’s 2011 Omnibus Incentive Plan shall immediately vest and, if applicable, continue to be exercisable during the Change of Control Severance Period as if Executive had remained an employee of Conn’s. The terms of this Section 3(c) are continuing in nature and shall survive until the one (1) year anniversary of the earlier of Executive’s termination of employment or termination of this Agreement.

Termination in Connection with a Change of Control. If during the two (2) year period that begins on the date that is one (1) year prior to a Change of Control and ends on that date which is one (1) year following a Change of Control, Conn’s (or its successor) terminates Executive’s employment is terminated by the Company other than for Cause or as a result of Executive’s death or Disability, or by the Executive voluntarily terminates his employment for Good ReasonReason during the Effective Period, Conn’s will pay then the Executive shall be entitled to receive the following amounts and provide from the following benefitsCompany: (i) A lump-All amounts and benefits described in Section 7(a)(i) above; (ii) Within 10 days after the Date of Termination, a lump sum cash payment equal to the Highest Annual Bonus multiplied by the fraction obtained by dividing the number of days in the year through the Date of Termination by 365; (iii) Within 10 days after the Date of Termination, a lump sum cash payment in an amount equal to three the product of two (32) times the sum of (A) the Executive’s Base SalarySalary then in effect (determined without regard to any reduction in such Base Salary constituting Good Reason) and (B) the Highest Annual Bonus; (iv) For two years from the Date of Termination, payable not later than ten (10) days following the Company shall either (A) Executivearrange to provide the Executive and his dependents, at the Company’s cost (except to the extent such cost was borne by the Executive prior to the Date of Termination, and further, to the extent that such post-termination (if Executivecoverages are available under the Company’s employment terminates on plans), with life, disability, medical and dental coverage, whether insured or after not insured, providing substantially similar benefits to those which the date Executive and his dependents were receiving immediately prior to the Date of the Change of Control)Termination, or (B) the date in lieu of the Change of Control (if Executive’s employment terminates during the one-year period prior providing such coverage, pay to the date of Executive no less frequently than quarterly in advance an amount which, after taxes, is sufficient for the Change of ControlExecutive to purchase equivalent benefits coverage referred to in clause (A). Notwithstanding ; provided, however, that the provisions of Section 3(c)(i)(B), the amount payable to Executive Company’s obligation under this Section 3(c)(i7(c)(iv) shall be reduced by the payments, if any, received by Executive pursuant to Section 3(b)(i). (ii) During the eighteen (18) month period following such termination (the “Change of Control Severance Period”), Executive shall receive continued coverage under the Conn’s medical, dental, life, disability, and other employee welfare benefit plans in which senior executives of Conn’s are eligible to participate, to the extent Executive is eligible under the terms of such plans immediately prior to Executive’s termination. For purposes of clarity, during the term of this Agreement Conn’s shall provide Executive coverage under that substantially similar coverages (determined on a major medical plan. Conn’s obligation to provide the foregoing benefits shall terminate upon Executive’s becoming eligible for comparable employee welfare benefits under a plan or arrangement benefit-by-benefit basis) are provided by a new subsequent employer. Executive agrees ; (v) Notwithstanding any provision to promptly notify Conn’s of the contrary in any such employment stock option or restricted stock agreement between the Company and the material terms Executive, all shares of any employee welfare benefits offered stock and all options to Executive in connection with such employment. (iii) All awards acquire Company stock held by the Executive under shall accelerate and become fully vested upon the Conn’s Amended Date of Termination (and Restated 2003 Incentive Stock Option Plan and/or the Conn’s 2011 Omnibus Incentive Plan all options shall immediately vest andthereupon become fully exercisable), if applicable, and all stock options shall continue to be exercisable during for the Change remainder of Control Severance Period as if Executive had remained an employee of Conn’s. The terms of this Section 3(ctheir stated terms; (vi) are continuing Any other additional benefits then due or earned in nature accordance with applicable plans and shall survive until the one (1) year anniversary programs of the earlier Company; and (vii) The Company will provide out-placement counseling assistance in the form of Executive’s termination reimbursement of employment or termination the reasonable expenses incurred for such assistance within the 12-month period following the Date of this AgreementTermination. Such reimbursement amount shall not exceed $40,000.

Termination in Connection with a Change of Control. If during the two (2) year period that begins on the date that is one (1) year prior to a Change of Control and ends on that date which is one (1) year following a Change of Control, Conn’s (or its successor) terminates Executive’s employment is terminated by the Company other than for Cause or as a result of Executive’s death or Disability, or by the Executive voluntarily terminates his employment for Good ReasonReason during the Effective Period, Conn’s will pay then the Executive shall be entitled to receive the following amounts and provide from the following benefitsCompany: (i) A lump-All amounts and benefits described in Section 7(a)(i) above; (ii) Within 10 days after the Date of Termination, a lump sum cash payment equal to the Highest Annual Bonus multiplied by the fraction obtained by dividing the number of days in the year through the Date of Termination by 365; (iii) Within 10 days after the Date of Termination, a lump sum cash payment in an amount equal to three the product of two (32) times the sum of (A) the Executive’s Base SalarySalary then in effect (determined without regard to any reduction in such Base Salary constituting Good Reason) and (B) the Highest Annual Bonus; (iv) For two years from the Date of Termination, payable not later than ten (10) days following the Company shall either (A) Executivearrange to provide the Executive and his dependents, at the Company’s termination cost (if Executive’s employment terminates on except to the extent such cost was borne by the Executive prior to the Date of Termination), with life, disability, medical and dental coverage, whether insured or after not insured, providing substantially similar benefits to those which the date Executive and his dependents were receiving immediately prior to the Date of the Change of Control)Termination, or (B) the date in lieu of the Change of Control (if Executive’s employment terminates during the one-year period prior providing such coverage, pay to the date of Executive no less frequently than quarterly in advance an amount which, after taxes, is sufficient for the Change of ControlExecutive to purchase equivalent benefits coverage referred to in clause (A). Notwithstanding ; provided, however, that the provisions of Section 3(c)(i)(B), the amount payable to Executive Company’s obligation under this Section 3(c)(i7(c)(iv) shall be reduced by the payments, if any, received by Executive pursuant to Section 3(b)(i). (ii) During the eighteen (18) month period following such termination (the “Change of Control Severance Period”), Executive shall receive continued coverage under the Conn’s medical, dental, life, disability, and other employee welfare benefit plans in which senior executives of Conn’s are eligible to participate, to the extent Executive is eligible under the terms of such plans immediately prior to Executive’s termination. For purposes of clarity, during the term of this Agreement Conn’s shall provide Executive coverage under that substantially similar coverages (determined on a major medical plan. Conn’s obligation to provide the foregoing benefits shall terminate upon Executive’s becoming eligible for comparable employee welfare benefits under a plan or arrangement benefit-by-benefit basis) are provided by a new subsequent employer. Executive agrees ; (v) Notwithstanding any provision to promptly notify Conn’s of the contrary in any such employment stock option agreement between the Company and the material terms of any employee welfare benefits offered Executive, all options to Executive in connection with such employment. (iii) All awards acquire Company stock held by the Executive under shall accelerate and become fully vested upon the Conn’s Amended Date of Termination (and Restated 2003 Incentive Stock Option Plan and/or the Conn’s 2011 Omnibus Incentive Plan all options shall immediately vest andthereupon become fully exercisable), if applicable, and all stock options shall continue to be exercisable during for the Change remainder of Control Severance Period as if Executive had remained an employee of Conn’s. The terms of this Section 3(ctheir stated terms; (vi) are continuing Any other additional benefits then due or earned in nature accordance with applicable plans and shall survive until the one (1) year anniversary programs of the earlier Company; and (vii) The Company will provide out-placement counseling assistance in the form of Executive’s termination reimbursement of employment or termination the reasonable expenses incurred for such assistance within the 12-month period following the Date of this AgreementTermination. Such reimbursement amount shall not exceed $40,000.

Termination in Connection with a Change of Control. If If, during the two (2) year period that begins on following the date that is one (1) year commencement of efforts to sell the Company and prior to a Change of Control or twenty-four (24) months following or otherwise in connection with a Change of Control, the Company terminates Executive’s employment without Cause, or if Executive terminates Executive’s employment for Good Reason, the Company will, subject to Sections 4, 5 and ends on 13 of this Agreement, provide severance benefits to Executive as set forth below in this Section 3(a). In the event of termination by Executive for Good Reason, the twenty-four (24) month period referred to above will be extended, if necessary, by the notice and cure periods described in Section 12(c). (i) The Company will pay to Executive within ten (10) days after the termination a lump sum cash amount equal to one hundred percent (100%) of Executive’s then current annual base salary in effect immediately prior to the termination (or, if Executive’s base salary has been reduced within sixty (60) days prior to the termination or at any time after the Change of Control, Executive’s base salary in effect prior to the reduction). The foregoing payment is in addition to and not in lieu of salary for the current year that date has been earned but not yet paid, which is will be equitably prorated and paid together with the foregoing severance benefits. (ii) The Company will use its best efforts to continue Executive’s coverage under any medical, dental, disability, life insurance and automobile reimbursement benefits and other perquisites in effect at the time of termination (or, if the level of benefits has been reduced within sixty (60) days prior to the termination, the level of benefits prior to the reduction) for a period of one (1) year following a Change of Control, Conn’s (or its successor) terminates Executive’s employment other than for Cause or as a result of Executive’s death or Disability, or Executive voluntarily terminates his employment for Good Reason, Conn’s will pay the following amounts and provide the following benefits: (i) A lump-sum cash payment in an amount equal to three (3) times the Executive’s Base Salary, payable not later than ten (10) days following (A) Executive’s termination (if Executive’s employment terminates on or after from the date of the Change of Control)termination or until Executive commences new employment providing substantially similar benefits, or (B) the date of the Change of Control (if Executive’s employment terminates during the one-year period prior to the date of the Change of Control). Notwithstanding the provisions of Section 3(c)(i)(B), the amount payable to Executive under this Section 3(c)(i) shall be reduced by the payments, if any, received by Executive pursuant to Section 3(b)(i). (ii) During the eighteen (18) month period following such termination whichever is earlier (the “Change of Control Severance Benefit Period”). To the extent the Company is unable to provide any of such medical or dental benefits to Executive under its existing benefit plans and arrangements, the Company shall permit Executive to elect to continue the medical and dental benefits under the Consolidated Omnibus Budge Reconciliation Act of 1985, as amended (“COBRA”), in accordance therewith and during the Change in Control Severance Benefit Period the Company shall receive continued reimburse Executive for the amount of the monthly premium charged Executive by the applicable insurance carriers for such continuation coverage under COBRA. In the Conn’s medicalevent that either the Change in Control Severance Benefit Period exceeds the maximum continuation coverage period permissible under COBRA or such coverage is not available for any other reason, dentalthe Company shall reimburse Executive directly for the expenses incurred by him or her or his or her dependents, life, disability, and other employee welfare benefit plans in which senior executives of Conn’s are eligible to participateif any, to the extent Executive is eligible under the terms of such plans immediately prior to Executive’s termination. For purposes of clarity, obtain substantially similar benefits during the term remainder of this Agreement Conn’s shall provide Executive coverage under a major medical plan. Conn’s obligation to provide the foregoing benefits shall terminate upon Executive’s becoming eligible for comparable employee welfare benefits under a plan or arrangement provided by a new employer. Executive agrees to promptly notify Conn’s of any such employment and the material terms of any employee welfare benefits offered to Executive Change in connection with such employmentControl Severance Benefit Period. (iii) All awards held by Executive under Immediately prior to the Conn’s Amended and Restated 2003 Incentive Stock Option Plan and/or the Conn’s 2011 Omnibus Incentive Plan shall immediately vest and, if applicable, continue to be exercisable during the Change of Control Severance Period as if Executive had remained an employee of Conn’s. The terms of this Section 3(ctermination: (A) are continuing in nature and shall survive until the one hundred percent (1100%) year anniversary of the earlier of Executive’s termination then outstanding and unvested stock options will vest, become immediately exercisable and remain exercisable for the period prescribed in the applicable stock option agreement; and (B) one hundred percent (100%) of employment Executive’s then outstanding and unvested other awards, if any, relating to the Company’s equity (whether stock appreciation rights, shares of restricted stock, restricted stock units, or termination of this Agreementotherwise) will vest and become exercisable, payable or realizable, as the case may be, in accordance with their terms.

Termination in Connection with a Change of Control. If during Subject to the provisions of this Agreement (including without limitation the provisions of Sections 5 and 6 hereof) if, within (1) the two (2) year month period that begins preceding or (2) the twelve (12) month period beginning on and immediately following the date that is one (1) year prior to a consummation of the first Change of Control and ends on that date which is one occurring after the Effective Date of this Agreement (1) year following a the “Trigger Change of Control”), Conn’s (or its successor) terminates ExecutiveEmployee’s employment other than for Cause or with the Company is terminated by the Company in a Termination Without Cause, Employee terminates employment with the Company as a result of Executivea Termination for Good Reason or, with respect to subsection 4(b)(iii) only, Employee’s employment with the Company terminates due to Employee’s death or Disability, or Executive voluntarily terminates his employment for Good Reasonthen, Conn’s will pay after the execution and nonrevocation by Employee of the Release, Employee shall be entitled to the following amounts and provide the following severance benefits: (i) A lump-sum Payment in cash payment in of an amount equal to three (3) times the Executivemonths of Employee’s Base Salarythen current annual base salary, payable not later than ten in a lump sum; (10ii) days Provided Employee timely elects to continue health coverage under COBRA, reimbursement for any monthly COBRA premium payments made by Employee in the month period following Employee’s termination; and (Aiii) Executivepercent ( %) of the then-unvested shares subject to Employee’s termination (if Executive’s employment terminates on stock options or after other equity grants granted by the date of Company to Employee prior to the Change of Control), or (B) the date of the Change of Control (if Executive’s employment terminates during the one-year period prior and not previously terminated, shall become fully vested and, to the date extent applicable with respect to the stock option or equity award, exercisable (and to the extent any such equity grants are restricted stock units, then such units shall be settled within the time period set forth in the paragraph below regarding payment of the Change of Controlcash severance benefits). Notwithstanding For the avoidance of doubt, the severance payments and benefits payable pursuant to Section 4(a) or Section 4(b) above are not cumulative. Subject to the provisions of Section 3(c)(i)(B)5, the amount cash severance benefits payable pursuant to Executive under this Section 3(c)(i) 4 shall be reduced by paid on the payments, if any, received by Executive pursuant to Section 3(b)(i). sixty-first (ii61st) During day following the eighteen (18) month period following such termination (the “Change of Control Severance Period”), Executive shall receive continued coverage Employee under the Conn’s medicalconditions specified above in this Section 4, dental, life, disabilityprovided Employee has executed the Release, and other employee welfare benefit plans the Release is effective (and not subject to revocation by Employee in which senior executives of Conn’s are eligible to participate, to whole or in part) following the extent Executive is eligible under the terms of such plans immediately prior to Executive’s termination. For purposes of clarity, during the term of this Agreement Conn’s shall provide Executive coverage under a major medical plan. Conn’s obligation to provide the foregoing benefits shall terminate upon Executive’s becoming eligible for comparable employee welfare benefits under a plan or arrangement provided by a new employer. Executive agrees to promptly notify Conn’s of any such employment execution and the material terms of any employee welfare benefits offered to Executive in connection with such employment. (iii) All awards held by Executive under the Conn’s Amended and Restated 2003 Incentive Stock Option Plan and/or the Conn’s 2011 Omnibus Incentive Plan shall immediately vest and, if applicable, continue to be exercisable during the Change of Control Severance Period as if Executive had remained an employee of Conn’s. The terms of this Section 3(c) are continuing in nature and shall survive until the one (1) year anniversary effective date of the earlier of Executive’s termination of employment or termination of this AgreementRelease.

Termination in Connection with a Change of Control. If Notwithstanding the other provisions of this Section 5, if during the two Term of this Agreement, (2x) year period that begins on the date that is one Company terminates the Executive’s employment in anticipation of, in connection with, at the time of or within ninety (190) year prior to days after a Change of Control and ends on that date which is one or (1y) year following the Executive resigns employment with the Company for Good Reason arising in anticipation of, in connection with, at the time of or within ninety (90) days after a Change of Control, Conn’s (or its successorthe Executive will receive from the Company, subject to Section 5(f) terminates Executive’s employment other than for Cause or as a result of Executive’s death or Disabilitybelow, or Executive voluntarily terminates his employment for Good Reason, Conn’s will pay the following amounts and provide the following benefits: (i) A lump-any base salary accrued through the date of termination and reimbursement of expenses, (ii) any earned, but unpaid, Annual Bonus through the date of termination and at the time otherwise payable under this Agreement (i.e., after the end of the applicable service period provided it is earned and on a prorated basis) and reimbursement of expenses, and (iii) a single, lump sum cash severance payment in an amount equal to three (3) times one year of the Executive’s Base Salarybase salary. Subject to Section 5(f) below, payable not later than ten the Executive also will vest in all then unvested Restricted Stock (10and the related Retained Distributions) days to the extent provided by Section 3(c)(ii) above. For a period of 18 months following (A) Executive’s termination (if Executive’s employment terminates on or after the date of termination, the Change of Control)Company will make COBRA Coverage available to the Executive and the Executive’s eligible family members. Subject to Section 5(f) below, the Company will directly pay, or (B) will reimburse the date of the Change of Control (if Executive’s employment terminates during the one-year period prior to the date of the Change of Control). Notwithstanding the provisions of Section 3(c)(i)(B)Executive for, the amount payable first one year of premiums for the COBRA Coverage. However, if the Executive becomes re-employed with another employer and is eligible to Executive receive any health insurance benefits under another employer’s plans, the Company’s obligations to pay or reimburse for medical and dental insurance benefits under this Section 3(c)(i5(e) shall be reduced by terminate. COBRA Coverage extending beyond the payments, if any, received by Executive pursuant to Section 3(b)(i). (ii) During first year after the eighteen (18) month period following such termination (the “Change of Control Severance Period”), Executive shall receive continued coverage under the Conn’s medical, dental, life, disability, and other employee welfare benefit plans in which senior executives of Conn’s are eligible to participate, to the extent Executive is eligible under the terms of such plans immediately prior to Executive’s termination. For purposes date of clarity, during termination will be at the term of this Agreement Conn’s shall provide Executive coverage under a major medical plan. Conn’s obligation to provide the foregoing benefits shall terminate upon Executive’s becoming eligible for comparable employee welfare benefits under a plan or arrangement provided by a new employer. Executive agrees to promptly notify Conn’s of any such employment and the material terms of any employee welfare benefits offered to Executive in connection with such employmentsole expense. (iii) All awards held by Executive under the Conn’s Amended and Restated 2003 Incentive Stock Option Plan and/or the Conn’s 2011 Omnibus Incentive Plan shall immediately vest and, if applicable, continue to be exercisable during the Change of Control Severance Period as if Executive had remained an employee of Conn’s. The terms of this Section 3(c) are continuing in nature and shall survive until the one (1) year anniversary of the earlier of Executive’s termination of employment or termination of this Agreement.

Termination in Connection with a Change of Control. If during the two (2) year period that begins on the date that is one (1) year prior to a Change of Control and ends on that date which is one (1) year following a Change of Control, Conn’s (or its successor) terminates Executive’s employment is terminated by the Company other than for Cause or as a result of Executive’s death or Disability, or by the Executive voluntarily terminates his employment for Good ReasonReason during the Effective Period, Conn’s will pay then the Executive shall be entitled to receive the following amounts and provide from the following benefitsCompany: (i) A lump-All amounts and benefits described in Section 7(a)(i) above; (ii) Within 10 days after the Date of Termination, a lump sum cash payment equal to the Annual Bonus Amount multiplied by the fraction obtained by dividing the number of days in the year through the Date of Termination by 365; (iii) Within 10 days after the Date of Termination, a lump sum cash payment in an amount equal to three two times the sum of (3A) times the Executive’s Base Salary, payable not later than ten Salary then in effect (10determined without regard to any reduction in such Base Salary constituting Good Reason) days following (A) Executive’s termination (if Executive’s employment terminates on or after the date of the Change of Control), or and (B) the date Annual Bonus Amount; (iv) For two years from the Date of Termination, the Change of Control Company shall pay to the Executive no less frequently than quarterly in advance an amount which, after taxes, is sufficient for the Executive to purchase medical and dental coverage for the Executive and his dependents (if Executive’s employment terminates during including through COBRA) that is substantially equivalent to the one-year period medical and dental coverage that the Executive and his dependents were receiving immediately prior to the date Date of the Change of Control). Notwithstanding the provisions of Section 3(c)(i)(B)Termination and that is available to comparable active employees, reduced by the amount payable to Executive that would be paid by comparable active employees for such coverage under the Company’s plans; provided, however, that the Company’s obligation under this Section 3(c)(i7(c)(iv) shall be reduced by the payments, if any, received by Executive pursuant to Section 3(b)(i). (ii) During the eighteen (18) month period following such termination (the “Change of Control Severance Period”), Executive shall receive continued coverage under the Conn’s medical, dental, life, disability, and other employee welfare benefit plans in which senior executives of Conn’s are eligible to participate, to the extent Executive is eligible under the terms of such plans immediately prior to Executive’s termination. For purposes of clarity, during the term of this Agreement Conn’s shall provide Executive coverage under that substantially similar coverages (determined on a major medical plan. Conn’s obligation to provide the foregoing benefits shall terminate upon Executive’s becoming eligible for comparable employee welfare benefits under a plan or arrangement benefit-by-benefit basis) are provided by a new subsequent employer. Executive agrees ; (v) Notwithstanding any provision to promptly notify Conn’s of the contrary in any such employment stock option or restricted stock agreement between the Company and the material terms Executive, all shares of any employee welfare benefits offered stock and all options to Executive in connection with such employment. (iii) All awards acquire Company stock held by the Executive under shall accelerate and become fully vested upon the Conn’s Amended Date of Termination (and Restated 2003 Incentive Stock Option Plan and/or the Conn’s 2011 Omnibus Incentive Plan all options shall immediately vest andthereupon become fully exercisable), if applicable, and all stock options shall continue to be exercisable during for the Change remainder of Control Severance Period as if Executive had remained an employee of Conn’s. The terms of this Section 3(ctheir stated terms; (vi) are continuing Any other additional benefits then due or earned in nature accordance with applicable plans and shall survive until the one (1) year anniversary programs of the earlier of Executive’s termination of employment or termination of this Agreement.Company; and

Termination in Connection with a Change of Control. If during the two (2) year period that begins on the date that is one (1) year prior to a Change of Control and ends on that date which is one occurs during the Term and, within twelve (112) year months following a the Change of Control, Conn’s (or its successor) terminates Executive’s employment other than for hereunder is terminated by the Company without Cause or as a result of Executive’s death or Disability, or if Executive voluntarily terminates his employment resigns for Good Reason, Conn’s will pay then Executive shall be entitled to receive the following amounts and provide severance benefits in lieu of the following benefits: severance benefits set forth in Section 5(b)(i): (i) A lumpseverance pay equal to the sum of (A) Executive’s Base Salary in effect on the effective date of termination or resignation, as applicable, plus (B) Executive’s Target Bonus, payable in a single lump sum subject to standard deductions and withholdings; (ii) the Bonus earned for the prior year (if not previously paid); (iii) a pro rata portion of the Bonus Executive would have earned for the year of termination, which Bonus shall be determined based on Company financial performance results against Executive’s Company financial performance objectives for such year, payable in a lump sum at the same time bonuses are paid to Company senior executives generally (but in no event later than March 15 of the year following the year in which the termination occurs), (iv) all unvested equity or equity-sum cash based awards granted to Executive under any equity compensation plans of the Company shall become immediately vested as to time and any such awards that are subject to performance-based vesting will remain eligible to vest to the extent the performance conditions are thereafter satisfied (provided that nothing herein shall operate to extend the term, if any, of an award beyond the final expiration date provided in the applicable award agreement or prohibit the award from being treated in substantially the same manner as awards held by the Company’s other senior executives in the context of a Change of Control or other corporate transaction); (v) the Company shall continue Executive’s group life insurance coverage (provided that Executive shall reimburse the Company for any incremental cost of continuing such group life insurance coverage) in effect on the termination or resignation date for a period of twelve (12) months following Executive’s termination or resignation; and (vi) if Executive timely elects continued medical, dental or vision coverage under one or more of the Company’s group medical, dental or vision plans pursuant to COBRA, then the Company shall directly pay, or reimburse Executive for, the COBRA premiums for Executive and Executive’s covered dependents under such plans during the period commencing on Executive’s termination or resignation and ending upon the earliest of (A) 12 months following Executive’s termination or resignation, (B) the date that Executive and/or Executive’s covered dependents become no longer eligible for COBRA or (C) the date Executive becomes eligible to receive healthcare coverage from a subsequent employer (and Executive agrees to promptly notify the Company of such eligibility). Notwithstanding the foregoing, if the Company determines in its sole discretion that it cannot provide the benefits required under clause (vi) of the immediately preceding sentence without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or incurring an excise tax, the Company shall in lieu thereof provide to Executive a taxable monthly payment in an amount equal to three (3) times the monthly COBRA premium that Executive would be required to pay to continue Executive’s Base Salaryand Executive’s covered dependents’ group health coverage in effect on the date of termination or resignation, payable not later than ten which amount shall be based on the premium for the first month of COBRA coverage, shall be made regardless of whether Executive elects COBRA continuation coverage and shall commence in the month following the month in which the date of termination or resignation occurs and end on the earliest of (10X) days 12 months following (A) Executive’s termination or resignation, (if Executive’s employment terminates on or after the date of the Change of Control), or (BY) the date of the Change of Control (if that Executive and/or Executive’s employment terminates during the one-year period prior to covered dependents become no longer eligible for COBRA and (Z) the date of the Change of Control). Notwithstanding the provisions of Section 3(c)(i)(B), the amount payable to Executive under this Section 3(c)(i) shall be reduced by the payments, if any, received by Executive pursuant to Section 3(b)(i). (ii) During the eighteen (18) month period following such termination (the “Change of Control Severance Period”), Executive shall receive continued coverage under the Conn’s medical, dental, life, disability, and other employee welfare benefit plans in which senior executives of Conn’s are becomes eligible to participate, to the extent Executive is eligible under the terms of such plans immediately prior to Executive’s termination. For purposes of clarity, during the term of this Agreement Conn’s shall provide Executive receive healthcare coverage under from a major medical plan. Conn’s obligation to provide the foregoing benefits shall terminate upon Executive’s becoming eligible for comparable employee welfare benefits under a plan or arrangement provided by a new employer. subsequent employer (and Executive agrees to promptly notify Conn’s the Company of any such employment and the material terms of any employee welfare benefits offered to Executive in connection with such employmenteligibility). (iii) All awards held by Executive under the Conn’s Amended and Restated 2003 Incentive Stock Option Plan and/or the Conn’s 2011 Omnibus Incentive Plan shall immediately vest and, if applicable, continue to be exercisable during the Change of Control Severance Period as if Executive had remained an employee of Conn’s. The terms of this Section 3(c) are continuing in nature and shall survive until the one (1) year anniversary of the earlier of Executive’s termination of employment or termination of this Agreement.

Termination in Connection with a Change of Control. If If, during the two (2) year period that begins on following the date that is one (1) year commencement of efforts to sell the Company and prior to a Change of Control and ends on that date which is one or twenty-four (124) year months following or otherwise in connection with a Change of Control, Conn’s (or its successor) the Company terminates Executive’s employment other than for Cause without Cause, or as a result of if Executive terminates Executive’s death or Disability, or Executive voluntarily terminates his employment for Good Reason, Conn’s the Company will, subject to Sections 4, 5 and 13 of this Agreement, provide severance benefits to Executive as set forth below in this Section 3(a). In the event of termination by Executive for Good Reason, the twenty-four (24) month period referred to above will pay be extended, if necessary, by the following amounts notice and provide the following benefits:cure periods described in Section 12(c). (i) A lump-sum cash payment in an amount equal The Company will pay to three (3) times the Executive’s Base Salary, payable not later than Executive within ten (10) days following after the termination a lump sum cash amount equal to two hundred percent (A200%) of Executive’s then current annual base salary in effect immediately prior to the termination (or, if Executive’s employment terminates on base salary has been reduced within sixty (60) days prior to the termination or at any time after the date of the Change of Control), or (B) the date of the Change of Control (if Executive’s employment terminates during the one-year period base salary in effect prior to the date of the Change of Controlreduction). Notwithstanding The foregoing payment is in addition to and not in lieu of salary for the provisions of Section 3(c)(i)(B)current year that has been earned but not yet paid, which will be equitably prorated and paid together with the amount payable to Executive under this Section 3(c)(i) shall be reduced by the payments, if any, received by Executive pursuant to Section 3(b)(i)foregoing severance benefits. (ii) During The Company will use its best efforts to continue Executive’s coverage under any medical, dental, disability, life insurance and automobile reimbursement benefits and other perquisites in effect at the eighteen time of termination (18or, if the level of benefits has been reduced within sixty (60) month days prior to the termination, the level of benefits prior to the reduction) for a period following such of two (2) years from the date of termination or until Executive commences new employment providing substantially similar benefits, whichever is earlier (the “Change of Control Severance Benefit Period”). To the extent the Company is unable to provide any of such medical or dental benefits to Executive under its existing benefit plans and arrangements, the Company shall permit Executive to elect to continue the medical and dental benefits under the Consolidated Omnibus Budge Reconciliation Act of 1985, as amended (“COBRA”), in accordance therewith and during the Change in Control Severance Benefit Period the Company shall receive continued reimburse Executive for the amount of the monthly premium charged Executive by the applicable insurance carriers for such continuation coverage under COBRA. In the Conn’s medicalevent that either the Change in Control Severance Benefit Period exceeds the maximum continuation coverage period permissible under COBRA or such coverage is not available for any other reason, dentalthe Company shall reimburse Executive directly for the expenses incurred by him or her or his or her dependents, life, disability, and other employee welfare benefit plans in which senior executives of Conn’s are eligible to participateif any, to the extent Executive is eligible under the terms of such plans immediately prior to Executive’s termination. For purposes of clarity, obtain substantially similar benefits during the term remainder of this Agreement Conn’s shall provide Executive coverage under a major medical plan. Conn’s obligation to provide the foregoing benefits shall terminate upon Executive’s becoming eligible for comparable employee welfare benefits under a plan or arrangement provided by a new employer. Executive agrees to promptly notify Conn’s of any such employment and the material terms of any employee welfare benefits offered to Executive Change in connection with such employmentControl Severance Benefit Period. (iii) All awards held by Executive under Immediately prior to the Conn’s Amended and Restated 2003 Incentive Stock Option Plan and/or the Conn’s 2011 Omnibus Incentive Plan shall immediately vest and, if applicable, continue to be exercisable during the Change of Control Severance Period as if Executive had remained an employee of Conn’s. The terms of this Section 3(ctermination: (A) are continuing in nature and shall survive until the one hundred percent (1100%) year anniversary of the earlier of Executive’s termination then outstanding and unvested stock options will vest, become immediately exercisable and remain exercisable for the period prescribed in the applicable stock option agreement; and (B) one hundred percent (100%) of employment Executive’s then outstanding and unvested other awards, if any, relating to the Company’s equity (whether stock appreciation rights, shares of restricted stock, restricted stock units, or termination of this Agreementotherwise) will vest and become exercisable, payable or realizable, as the case may be, in accordance with their terms.

Termination in Connection with a Change of Control. If during (i) In the event that the Executive’s employment is terminated by the Company without Cause, by the Executive for Good Reason, or upon expiration of the Term following the delivery of a Notice of Non-Renewal by the Company, in each case upon or within two (2) year period that begins on the date that is one (1) year prior to years following a Change of Control and ends on that date which is one (1) year following a Change of Controlas defined in Section 9(c)), Conn’s (or its successor) terminates Executive’s employment other than for Cause or as a result of Executive’s death or Disabilitythen subject to Section 6(i), or the Executive voluntarily terminates his employment for Good Reason, Conn’s will pay shall be entitled to receive the following amounts and provide the following benefitsfollowing: (iA) A lump-sum a cash payment in an amount equal to three (3) two times the Executive’s annual Base Salary, payable not later than ten (10) days following (A) Executive’s termination (if Executive’s employment terminates Salary as in effect on or after the effective date of the Change of Control), or if greater, two times the Executive’s annual Base Salary in effect on the date of termination, payable in a lump sum within 60 days following the employment termination date; (B) the Pro-Rated Performance Bonus for the fiscal year in which the effective date of the Change termination occurs, payable at the same time as the Annual Adjusted IBIT Performance Bonus for such fiscal year would otherwise have been paid; (C) two times the Target Bonus, payable within 60 days following the termination date; (D) if the Executive timely and properly elects COBRA continuation coverage for medical and dental benefits and remains eligible for such coverage during the 12-month period following the Executive’s termination date, then during such 12-month period, such coverage shall be provided to the Executive at the then-applicable active employee rates; provided that, the portion of Control COBRA premiums paid by the Company shall be reported as income to the Executive, to the extent consistent with applicable law; and (if E) accelerated vesting of all of the Executive’s then outstanding stock options and the lapse of all restrictions on shares of restricted stock granted by the Company to the Executive, subject to the terms of the Equity Plan and any applicable grant agreement. For the avoidance of doubt, in the event that the Executive’s employment terminates during the one-year period prior to the date of the Change of Control). Notwithstanding the provisions of is terminated in accordance with this Section 3(c)(i)(B6(c)(i), the amount payable Executive shall only be entitled to Executive termination payments and benefits as provided under this Section 3(c)(i6(c)(i) and shall not be reduced by entitled to any other termination payments or benefits under any other section of this Agreement (other than any payments or benefits to which the payments, if any, received by Executive pursuant to may be entitled under Section 3(b)(i6(h)). (ii) During In the eighteen (18) month period event that the Executive’s employment is terminated by the Company without Cause, by the Executive for Good Reason, or upon expiration of the Term following delivery of a Notice of Non-Renewal by the Company, and in each case, within 90 days following such termination (the “a Change of Control Severance Period”occurs, then within 60 days following the Change of Control, the Executive shall be entitled to receive (A) a lump sum cash payment equal to the excess of the amount set forth in Section 6(c)(i)(A) less the amount previously paid to the Executive pursuant to Section 6(a)(i) or Section 6(b)(i), as applicable, and (B) in the event that termination is on account of the Company’s delivery of a Notice of Non-Renewal, the Executive shall be entitled to receive continued coverage under the Conn’s medical, dental, life, disability, and other employee welfare benefit plans amount set forth in which senior executives Section 6(c)(i)(C) within 60 days following the Change of Conn’s are eligible to participate, to the extent Executive is eligible under the terms of such plans immediately prior to Executive’s termination. For purposes of clarity, during the term of this Agreement Conn’s shall provide Executive coverage under a major medical plan. Conn’s obligation to provide the foregoing benefits shall terminate upon Executive’s becoming eligible for comparable employee welfare benefits under a plan or arrangement provided by a new employer. Executive agrees to promptly notify Conn’s of any such employment and the material terms of any employee welfare benefits offered to Executive in connection with such employmentControl. (iii) All awards held by Executive under Notwithstanding the Conn’s Amended and Restated 2003 Incentive Stock Option Plan and/or the Conn’s 2011 Omnibus Incentive Plan shall immediately vest andforegoing, if applicableand to the extent required by Section 409A of the Code, if a Change of Control does not constitute a “change in control event” as defined by Section 409A of the Code or the lump sum payment in Section 6(c)(i)(A) or Section 6(c)(ii)(A) would otherwise cause the Executive to incur penalties under Section 409A of the Code, such payment shall not be paid in a lump sum but shall be paid (or, in the case of Section 6(c)(ii)(A), continue to be exercisable during paid) in equal installments in accordance with the Change of Control Severance Period as if Executive had remained an employee of Conn’s. The terms of this Section 3(c) are continuing in nature and shall survive until payroll practices over the one (1) two year anniversary of the earlier of period following Executive’s termination of employment or termination of this Agreementdate.

Termination in Connection with a Change of Control. If during (a) In the event (x) the Company terminates the Executive’s employment without Cause (which shall include a termination at the end of the Term of Employment by reason of the Company’s non-renewal of the Agreement pursuant to Section 3) or the Executive terminates her employment for Good Reason, and (y) such termination occurs within two (2) year period that begins on the date that is one (1) year prior to a Change of Control and ends on that date which is one (1) year years following a Change of Control, Connthe Executive shall only be entitled to: (i) an amount equal to three times (3x) the sum of (x) the Annual Base Salary at the rate then in effect (as provided in Section 5.1 of this Agreement) on the Date of Termination (or, if greater, the date immediately preceding the Change in Control) and (y) the average of the last three Annual Incentive payments (or, if the Executive has received fewer than three Annual Incentive Payments, the average of all such Annual Incentive Payments); (ii) subject to the provisions of Section 5.2, a portion of the Annual Incentive for the year in which the Date of Termination occurs, determined by dividing the number of days in the calendar year through the Date of Termination by three hundred sixty-five (365) and multiplying such fraction by the Annual Incentive which the Compensation Committee in good faith determines Executive would have earned if she had remained employed by the Company for the entire calendar year, taking into account the Executive’s length of service and contribution towards the Company’s business during the year in which the Date of Termination occurs; (iii) any Annual Base Salary accrued to the Date of Termination and any Annual Incentive relating to a prior year actually earned but not yet paid as of the Date of Termination; (iv) reimbursement for all expenses (under Section 5.5 of this Agreement) incurred as of the Date of Termination, but not yet paid as of the Date of Termination; (v) to the extent applicable, and as so permitted by applicable law, the continuation of the Executive’s welfare benefits (as described in Section 5.4 of this Agreement) at the level in effect on the Date of Termination for a period of three (3) years commencing on the Date of Termination (the “Section 6.2 Severance Period”) or its successorbeyond as the law requires, and any other compensation and benefits as may be provided in accordance with the terms and provisions of applicable plans and programs, if any, generally applicable to executives of the Company or specifically applicable to the Executive, provided, that, the Company shall provide the Executive with group health continuation coverage for the Executive and her dependents during such Section 6.2 Severance Period on the same terms and conditions as applicable to active employees; and such period of coverage shall run concurrently with the COBRA continuation coverage period; provided further, that, in the event that the Executive becomes eligible for comparable group health coverage provided by a subsequent employer, the coverage provided pursuant to this Section 6.2(a)(v) shall cease; and (vi) such rights as the Executive may have under any other written agreement between the Company and the Executive which is then currently in effect or under any employee benefit plan or program of the Company (including rights to equity compensation). (vii) Notwithstanding any other provision contained herein, in the event (x) the Company terminates the Executive’s employment other than for without Cause (including, without limitation, by reason of the Company’s non-renewal of the Agreement pursuant to Section 3) or as a result of Executive’s death or Disability, or the Executive voluntarily terminates his her employment for Good Reason, Conn’s will pay and (y) such termination occurs within six (6) months preceding a Change of Control, the following amounts Executive shall only be entitled to the payments and provide the following benefits: benefits set forth in Section 6.1(a); provided, however, that (ia) A lump-sum cash payment in an amount equal to three (3) times the Executive’s Base Salary, payable not later than ten (10) days following (A) Executive’s termination (if Executive’s employment terminates on or after upon the date of the Change of Control), or any payments which have not yet been made to the Executive pursuant to Section 6.1(a)(i) shall be paid to the Executive in a lump sum within five (B5) the date of the Change of Control (if Executive’s employment terminates during the one-year period prior to business days following the date of the Change of Control). Notwithstanding ; (b) the provisions Executive shall be entitled to an additional lump sum payment in the amount of Section 3(c)(i)(Bthe sum of (1) and (2), where (1) equals two times (2x) the amount payable Annual Base Salary at the rate in effect on the Date of Termination, and (2) equals three times (3x) the average of the last three Annual Incentive payments (or, if the Executive has received fewer than three Annual Incentive Payments, the average of all such Annual Incentive Payments), which shall be paid within ten (10) days following the date of the Change in Control; and (c) the Company shall provide the Executive with group health coverage for the Executive and her dependents during the Section 6.2 Severance Period on the same terms and conditions as applicable to active employees and such period of coverage shall run concurrently with the COBRA continuation coverage period; provided, that, in the event that the Executive under becomes eligible for group health coverage provided by a subsequent employer, the coverage provided pursuant to this Section 3(c)(i6.2(a)(vii) shall cease. (b) Subject to Section 6.6, the amounts owed under Section 6.2(a)(i) shall be reduced by payable to the paymentsExecutive in a single lump sum within five (5) business days following the Date of Termination. The amounts owed under Section 6.2(a)(ii) shall be payable, if anyat all, received by Executive pursuant to at the same time as the Annual Incentive normally would be paid under Section 3(b)(i). 5.2 for the calendar year in which the Date of Termination occurs. The amounts owed under Section 6.2(a)(iii) shall be paid within fifteen (ii15) During days of the eighteen (18) month period following such termination (the “Change Date of Control Severance Period”Termination. The amounts owed under Section 6.2(a)(iv), Executive unless otherwise expressly specified herein, shall receive continued coverage be paid in accordance with the plans, programs, policies and procedures of the Company in effect at the time the applicable expenses were incurred. The amounts owed under the Conn’s medical, dental, life, disability, and other employee welfare benefit plans Section 6.2(a)(v) shall be payable in which senior executives of Conn’s are eligible to participate, to the extent Executive is eligible under accordance with the terms of such the applicable plans immediately prior to Executive’s termination. For purposes of clarity, during the term of this Agreement Conn’s shall provide Executive coverage under a major medical plan. Conn’s obligation to provide the foregoing benefits shall terminate upon Executive’s becoming eligible for comparable employee welfare benefits under a plan or arrangement provided by a new employer. Executive agrees to promptly notify Conn’s of any such employment and the material terms of any employee welfare benefits offered to Executive in connection with such employment. (iii) All awards held by Executive under the Conn’s Amended and Restated 2003 Incentive Stock Option Plan and/or the Conn’s 2011 Omnibus Incentive Plan shall immediately vest and, if applicable, continue to be exercisable during the Change of Control Severance Period as if Executive had remained an employee of Conn’sprograms. The terms of this amounts owed under Section 3(c6.2(a)(vi) are continuing shall be paid in nature accordance with the applicable agreements, plans, and shall survive until the one (1) year anniversary of the earlier of Executive’s termination of employment or termination of this Agreementprograms.

Termination in Connection with a Change of Control. If during the two (2) year period that begins on the date that is one (1) year prior to a Change of Control and ends on that date which is one (1) year following a Change of Control, Conn’s (or its successor) terminates Executive’s employment other than (A) for Cause or (B) as a result of Executive’s death or Disability, or Executive voluntarily terminates his employment for Good Reason, then subject to Section 16 and Executive’s execution and non-revocation of a release of claims pursuant to Section 3(e), Conn’s will pay the following amounts and provide the following benefits: (i) A lump-sum cash payment in an amount equal to three (3) times the Executive’s Base Salary, which shall be payable not later than ten (10) 60 days following (A) Executive’s termination (if Executive’s employment terminates on or after the date of the Change of Control), or (B) the date of the Change of Control (if Executive’s employment terminates during the one-year period prior to the date of the Change of Control); provided, however, that if the Change of Control is not a “change in control event,” within the meaning of Treasury Regulations issued under Section 409A of the Code, then such amount shall be paid in monthly installments over a period of three years, rather than a lump sum payment. Notwithstanding the provisions of Section 3(c)(i)(B), the amount payable to Executive under this Section 3(c)(i) ), and the time period during which such amount shall be paid, shall be reduced by the payments, if any, received by Executive Executive, and the time period during which such payments have been received, pursuant to Section 3(b)(i). (ii) During Executive shall receive an annual cash bonus in effect for Executive for the eighteen year of termination, which shall be equal to Executive’s target annual bonus as in effect for the year of termination, subject, however, to proration based on the number of days in the applicable performance period that had elapsed prior to the date of termination. Such bonus amount shall be paid to Executive within 60 days following (18A) month period following such Executive’s termination (if Executive’s employment terminates on or after the “date of the Change of Control), or (B) the date of the Change of Control Severance Period”), Executive shall receive continued coverage under (if Executive’s employment terminates during the Conn’s medical, dental, life, disability, and other employee welfare benefit plans in which senior executives of Conn’s are eligible to participate, one-year period prior to the extent Executive is eligible under date of the terms Change of such plans immediately prior to Executive’s termination. For purposes of clarity, during the term of this Agreement Conn’s shall provide Executive coverage under a major medical plan. Conn’s obligation to provide the foregoing benefits shall terminate upon Executive’s becoming eligible for comparable employee welfare benefits under a plan or arrangement provided by a new employer. Executive agrees to promptly notify Conn’s of any such employment and the material terms of any employee welfare benefits offered to Executive in connection with such employmentControl). (iii) All Conn’s will offer the Executive and any eligible family members the opportunity to elect to continue medical and dental coverage pursuant to COBRA. The Executive will be responsible for paying the required monthly premium for that coverage, but Conn’s will pay the Executive a lump sum cash stipend equal to 24 times the portion of the monthly premium that would have been paid by Conn’s for the same level of health and dental coverage the Executive had in effect immediately prior to his termination if the Executive were actively employed by Conn’s and the Executive may, but is not required to, choose to use the stipend for the payment of COBRA premiums for any COBRA coverage that the Executive or eligible family members may elect. Conn’s will pay the stipend to the Executive within 60 days after (A) the Executive’s termination (if the Executive’s employment terminates on or after the date of the Change of Control), or (B) the date of the Change of Control (if the Executive’s employment terminates during the one-year period prior to the date of the Change of Control). For the avoidance of doubt, such stipend will be payable to the Executive, whether or not the Executive or any eligible family member elects COBRA coverage, whether or not the Executive continues COBRA coverage for the maximum period permitted by law, and whether or not the Executive receives medical or dental coverage from another employer while the Executive is receiving COBRA continuation coverage. Payment of the stipend will not in any way extend or modify the Executive’s continuation coverage rights under COBRA or any similar continuation coverage law. (iv) Subject to Section 16 below, all awards held by Executive under the Conn’s ’s, Inc. Amended and Restated 2003 Incentive Stock Option Plan and/or the Conn’s 2011 2020 Omnibus Incentive Plan shall immediately vest based on the greater of the target number of shares and the number of shares that would vest based on actual company performance and, if applicable, continue to be exercisable during the Change 24-month period following the date of Control Severance Period termination as if Executive had remained an employee of Conn’s. The ’s (it being understood that the terms of this Section 3(c3(b)(iv) are continuing shall continue to apply to the extent that the foregoing vesting would otherwise result in nature and shall survive until the one (1) year anniversary an income inclusion event under Section 409A of the earlier of Executive’s termination of employment or termination of this AgreementCode).

Termination in Connection with a Change of Control. If In the event of Employee’s termination of employment by AXOGEN without Substantial Cause (as defined below) upon or within one hundred and eighty (180) days following a Change in Control or by Employee for Good Reason (as defined below), Employee will be entitled to a severance payment consisting of twelve (12) months of Employee's base salary, an amount equal to any bonuses paid to Employee during the two twelve (212) month period prior to Employee’s termination of employment. However, if such termination occurs prior to payment of a bonus for the year period that begins on ended December 31, 2016, Employee will receive the prorated estimated bonus earned as of the date of the Employee’s termination of employment. For purposes of this Agreement, “Substantial Cause” means: (A) the commission by Employee of any act of fraud, theft, or embezzlement; (B) any material breach by Employee of this Agreement, provided that is one AXOGEN shall have first delivered to Employee written notice of the alleged breach, specifying the exact nature of the breach in detail, and provided, further, that Employee shall have failed to cure or substantially mitigate such breach within ten (110) year prior days after receiving such written notice; (C) commission or conviction of any felony, or of any misdemeanor involving moral turpitude, or entry of a plea of guilty or nolo contendere to any felony or misdemeanor; (D) material failure to adhere to AXOGEN's corporate codes, policies or procedures which have been adopted in good faith for a Change valid business purpose as in effect from time to time; or (E) failure to meet reasonable performance standards as determined by AXOGEN. For purposes of Control and ends on that date which is one this Agreement, “Good Reason” shall mean Employee’s resignation from employment upon or within ninety (190) year days following a Change of Control, Conn’s (if AXOGEN or its successor) terminates ExecutiveINC. is not the surviving entity, provided that Substantial Cause for termination of Employee’s employment other than for Cause or as a does not exist at the time of such resignation and the resignation is the result of Executive’s death the occurrence of any one or Disability, or Executive voluntarily terminates his employment for Good Reason, Conn’s will pay the following amounts and provide the following benefits: (i) A lump-sum cash payment in an amount equal to three (3) times the Executive’s Base Salary, payable not later than ten (10) days following (A) Executive’s termination (if Executive’s employment terminates on or after the date more of the Change of Control), or (B) the date of the Change of Control (if Executive’s employment terminates during the one-year period prior to the date of the Change of Control). Notwithstanding the provisions of Section 3(c)(i)(B), the amount payable to Executive under this Section 3(c)(i) shall be reduced by the payments, if any, received by Executive pursuant to Section 3(b)(i). (ii) During the eighteen (18) month period following such termination (the “Change of Control Severance Period”), Executive shall receive continued coverage under the Conn’s medical, dental, life, disability, and other employee welfare benefit plans in which senior executives of Conn’s are eligible to participate, to the extent Executive is eligible under the terms of such plans immediately prior to Executive’s termination. For purposes of clarity, during the term of this Agreement Conn’s shall provide Executive coverage under a major medical plan. Conn’s obligation to provide the foregoing benefits shall terminate upon Executive’s becoming eligible for comparable employee welfare benefits under a plan or arrangement provided by a new employer. Executive agrees to promptly notify Conn’s of any such employment and the material terms of any employee welfare benefits offered to Executive in connection with such employment. (iii) All awards held by Executive under the Conn’s Amended and Restated 2003 Incentive Stock Option Plan and/or the Conn’s 2011 Omnibus Incentive Plan shall immediately vest and, if applicable, continue to be exercisable during the Change of Control Severance Period as if Executive had remained an employee of Conn’s. The terms of this Section 3(c) are continuing in nature and shall survive until the one (1) year anniversary of the earlier of Executive’s termination of employment or termination of this Agreement.following:

Termination in Connection with a Change of Control. If during the two (2) year period that begins on the date that is one (1) year prior to a Change of Control and ends on that date which is one (1) year following a Change of Control, Conn’s (or its successor) terminates Executive’s employment other than for Cause or as a result of Executive’s death or Disability, or Executive voluntarily terminates his employment for Good Reason, Conn’s will pay the following amounts and provide the following benefits: (ia) A lump-sum cash payment in an amount equal to three one (31) times the Executive’s Base Salary, payable not later than ten (10) days following (A) Executive’s termination (if Executive’s employment terminates on or after the date of the Change of Control), or (B) the date of the Change of Control (if Executive’s employment terminates during the one-year period prior to the date of the Change of Control). Notwithstanding the provisions of Section 3(c)(i)(B), the amount payable to Executive under this Section 3(c)(i) shall be reduced by the payments, if any, received by Executive pursuant to Section 3(b)(i). (iib) During the eighteen (18) month period following such termination (the “Change of Control Severance Period”), Executive shall receive continued coverage under the Conn’s medical, dental, life, disability, and other employee welfare benefit plans in which senior executives of Conn’s are eligible to participate, to the extent Executive is eligible under the terms of such plans immediately prior to Executive’s termination. For purposes of clarity, during the term of this Agreement Conn’s shall provide Executive coverage under a major medical plan. Conn’s obligation to provide the foregoing benefits shall terminate upon Executive’s becoming eligible for comparable employee welfare benefits under a plan or arrangement provided by a new employer. Executive agrees to promptly notify Conn’s of any such employment and the material terms of any employee welfare benefits offered to Executive in connection with such employment. (iiic) All awards held by Executive under the Conn’s Amended and Restated 2003 Incentive Stock Option Plan and/or the Conn’s 2011 Omnibus Incentive Plan shall immediately vest and, if applicable, continue to be exercisable during the Change of Control Severance Period as if Executive had remained an employee of Conn’s. The terms of this Section 3(c) are continuing in nature and shall survive until the one (1) year anniversary of the earlier of Executive’s termination of employment or termination of this Agreement.

Termination in Connection with a Change of Control. If during In the two (2) year period that begins on the date that is one (1) year prior to a Change event of Control and ends on that date which is one (1) year following a Change of Control, Conn’s (or its successor) terminates if Executive’s employment is terminated by the Company other than for Cause or as a result of Executive’s death or Disability, or by Executive voluntarily terminates his employment for Good ReasonReason during the Effective Period, Conn’s will pay then Executive shall be entitled to receive the following amounts and provide from the following benefitsCompany: (i) A lump-All amounts and benefits described in Section 5(a) above; (ii) Within 10 days after the Date of Termination, a lump sum cash payment equal to the Target Bonus, multiplied by the fraction obtained by dividing the number of days Executive was employed during the calendar year in which the Date of Termination occurs by 365; (iii) Within 10 days after the Date of Termination, a lump sum cash payment in an amount equal to three (3) 1.25 times the Executive’s Base Salary, payable not later than ten (10) days following sum of (A) Executive’s termination annual Base Salary then in effect, plus (B) 100% of Executive’s Target Bonus (in each case, determined without regard to any reduction in such Base Salary constituting Good Reason); provided, however, that if Executive’s employment terminates is terminated prior to the consummation of a Change of Control but under circumstances that would cause the Change of Control Date to precede the date that the Change of Control is consummated, such amount will be paid in equal installments in accordance with the Company’s regular payroll schedule over the Benefit Period (defined below), subject to all remaining installments being paid in a lump sum on the date on which the Change of Control is consummated; (iv) If Executive elects to continue Company medical benefits under COBRA, for a period of 12 months following the Date of Termination (the “Benefit Period”), the Company shall reimburse the Executive for the out-of-pocket cost of continuing medical benefits for such period on the same terms and conditions as such benefits are provided to active employees of the Company. Company’s obligation under this Section 5(c)(iv) shall terminate to the extent that substantially similar coverage (determined on a benefit-by-benefit basis) are provided by a subsequent employer; (v) Notwithstanding any provision to the contrary in any stock option or restricted stock agreement between the Company and Executive, all shares of restricted stock and all options to acquire Company stock held by Executive shall accelerate and become fully vested upon the Date of Termination and all restrictions thereon shall be lifted, and all stock options shall continue to be exercisable for the remainder of their stated terms; and (vi) Notwithstanding the foregoing, if Executive engages in a material breach of any provision of this Agreement or Executive’s Confidentiality Agreement during the Severance Period, and such breach is not cured within five business days after receipt from the Company of notice thereof, then the Company’s continuing obligations under this Section 5(c) shall cease as of the date of the Change of Control), or (B) breach and the date of the Change of Control (if Executive’s employment terminates during the one-year period prior to the date of the Change of Control). Notwithstanding the provisions of Section 3(c)(i)(B), the amount payable to Executive under this Section 3(c)(i) shall be reduced by the payments, if any, received by Executive pursuant entitled to Section 3(b)(i)no further payments or benefits hereunder. (ii) During the eighteen (18) month period following such termination (the “Change of Control Severance Period”), Executive shall receive continued coverage under the Conn’s medical, dental, life, disability, and other employee welfare benefit plans in which senior executives of Conn’s are eligible to participate, to the extent Executive is eligible under the terms of such plans immediately prior to Executive’s termination. For purposes of clarity, during the term of this Agreement Conn’s shall provide Executive coverage under a major medical plan. Conn’s obligation to provide the foregoing benefits shall terminate upon Executive’s becoming eligible for comparable employee welfare benefits under a plan or arrangement provided by a new employer. Executive agrees to promptly notify Conn’s of any such employment and the material terms of any employee welfare benefits offered to Executive in connection with such employment. (iii) All awards held by Executive under the Conn’s Amended and Restated 2003 Incentive Stock Option Plan and/or the Conn’s 2011 Omnibus Incentive Plan shall immediately vest and, if applicable, continue to be exercisable during the Change of Control Severance Period as if Executive had remained an employee of Conn’s. The terms of this Section 3(c) are continuing in nature and shall survive until the one (1) year anniversary of the earlier of Executive’s termination of employment or termination of this Agreement.

Termination in Connection with a Change of Control. If during the two Executive's employment is terminated by the Company without Cause, or by the Executive for Good Reason, in anticipation of (2) year period that begins on within the date that is one (1) year prior to meaning of Section 3), upon or at any time following a Change of Control and ends on that date which is one (1) year following hereinafter referred to as a "Change of ControlControl Termination"), Conn’s then, in addition to the payment under Section 4(a) hereof, the Executive shall be entitled to additional benefits under Subsection (a) or (b), below, whichever is applicable, and under Subsection (c). (a) If the Restricted Shares have not become Vested and the Change of Control Termination occurs prior to December 15, 2006, then all Restricted Shares then outstanding shall be forfeited and, except as approved in writing by the Board, the Executive shall be subject to the Non-Competition and Non-Solicitation Obligations for a period of three years after the Change of Control Termination. As consideration to the Executive for the (b) If the Restricted Shares have become Vested prior to the Change of Control Termination, then upon the change of Control Termination, except as approved in writing by the Board, the Executive shall be subject to the Non-Competition and Non-Solicitation Obligations for a period of eighteen (18) months after the Change of Control Termination. As consideration to the Executive for the restrictions set forth in this Subsection (b), the Company hereby agrees to pay the Executive, in addition to any and all other amounts and benefits to which he may be entitled hereunder, an amount equal to Two Million Dollars ($2,000,000.00) per year for eighteen (18) months, or Three Million Dollars ($3,000,000.00), which amount shall be paid to the Executive in a lump sum within 30 days after the Termination Date. If the Executive violates any of the covenants contained in this Subsection (b), then, in addition to the Company's other remedies, the Executive shall repay to the Company an amount equal to Three Million Dollars ($3,000,000.00), multiplied by a fraction, the numerator of which (c) The Company shall continue the Executive's current coverage (single or family) under (or, at the election of the Company, provide a tax equivalent monthly payment equal to the cost of) the Company's plans or programs for health benefits (including, but not limited to, hospitalization, surgical, major medical, dental and vision benefits), disability insurance and death benefits (including, but not limited to the Company's Supplemental Executive Plan), as in effect from time to time for other senior executives of the Company, until the earliest of (i) the end of the second year (tenth year for health benefits) following the year of the termination of employment, (ii) as applied to health benefit coverage, the Executive's eligibility for Medicare, (iii) as applied to health benefits, disability insurance and death benefits, considered separately from each other, the Executive's commencement of new employment where the Executive is eligible to participate in substantially similar plans or programs without a pre-existing condition limitation, or (iv) the Executive's death. The Company shall also continue to provide the Executive with the Company provided car available to him at the Termination Date (or its successora comparable car, if the lease on such car should expire) terminates and shall continue to reimburse him for the cost of country club or private club dues (at the level in effect at the Termination Date) until the earliest of the second anniversary of the Termination Date or the Executive’s employment other than for Cause 's death. (d) During any period in which the Executive is subject to Non-Competition and Non-Solicitation Obligations under Subsection (a) or as a result of Executive’s death or Disability(b), or the Executive voluntarily terminates his employment for Good Reason, Conn’s will pay the following amounts and provide the following benefitscovenants not to: (i) A lumpEngage in or carry on, directly or indirectly, either for himself or as a member, stockholder, investor, lender, officer, director, Executive or agent of, or consultant or advisor to, any person, partnership, corporation, joint venture or enterprise (other than the Company), or in any capacity on behalf of any trust or other organization or entity, any business in competition with (as defined below) any business then carried on by the Company as long as any like business is carried on by the Company or by any person, corporation, partnership, trust or other organization or entity deriving title to the good will of such business, directly or indirectly, from the Company; provided, however, that nothing herein contained shall prevent the Executive from purchasing or holding securities of any publicly owned company, the securities of which are listed on a national securities exchange or registered pursuant to Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange Act"), but the total holding of any single security so listed or registered shall be limited to 1% of the amount of any such security outstanding. For purposes of this Subsection (a), the term "any business in competition with" shall mean any business engaged principally or in part in any business of the Company (other than a business which generated less than 5% of the Company's revenues and less than 5% of the Company's pre-sum cash payment tax profits) as described in an amount equal its Annual Report on Form 10-K for the year prior to three (3) times the Executive’s Base Salary, payable not later than ten (10) days following (A) Executive’s termination (if Executive’s employment terminates on or after the date of the Change of Control)Control Termination; or (ii) Solicit, raid, entice, induce or (B) attempt to persuade, directly or indirectly, any person who is an Executive of the date Company at the time of the Change of Control (if Executive’s employment terminates during the one-year period prior to the date Termination or a former Executive of the Change of Control). Notwithstanding Company who was employed at any time within the provisions of Section 3(c)(i)(B), the amount payable to Executive under this Section 3(c)(i) shall be reduced by the payments, if any, received by Executive pursuant to Section 3(b)(i). (ii) During the eighteen (18) month 90 day period following such termination (the “Change of Control Severance Period”), Executive shall receive continued coverage under the Conn’s medical, dental, life, disability, and other employee welfare benefit plans in which senior executives of Conn’s are eligible to participate, to the extent Executive is eligible under the terms of such plans immediately prior to Executive’s termination. For purposes of clarity, during the term of this Agreement Conn’s shall provide Executive coverage under a major medical plan. Conn’s obligation to provide the foregoing benefits shall terminate ended upon Executive’s becoming eligible for comparable employee welfare benefits under a plan or arrangement provided by a new employer. Executive agrees to promptly notify Conn’s of any such employment and the material terms of any employee welfare benefits offered to Executive in connection with such employment. (iii) All awards held by Executive under the Conn’s Amended and Restated 2003 Incentive Stock Option Plan and/or the Conn’s 2011 Omnibus Incentive Plan shall immediately vest and, if applicable, continue to be exercisable during the Change of Control Severance Period as if Executive had remained an employee of Conn’s. The terms of this Section 3(c) are continuing in nature and shall survive until the one (1) year anniversary of the earlier of Executive’s termination of employment Termination, to become employed by any person, firm, partnership, corporation or termination of this Agreement.other enterprise or entity, and

Termination in Connection with a Change of Control. If during In the two (2) year period event that begins on the date that Executive’s employment is one (1) year prior to a Change of Control and ends on that date which is terminated by the Company without Cause or by the Executive for Good Reason, in each case upon or within one (1) year following a Change of Control, Conn’s if the Executive executes and does not revoke a written Release (as defined below), the Executive shall be entitled to receive, in lieu of any payments under any severance plan or its successor) terminates Executive’s employment other than program for Cause employees or as a result executives and in lieu of Executive’s death or Disabilitythe payments and benefits set forth in Section 6 of this Agreement, or Executive voluntarily terminates his employment for Good Reason, Conn’s will pay the following amounts and provide the following benefitsfollowing: (ia) A lump-sum a cash payment in an amount equal to three one (31) times the Executive’s annual Base Salary, payable not later than ten (10) days following (A) Executive’s termination (if Executive’s employment terminates Salary as in effect on or after the date of the Change of Control), or (B) the date of the Change of Control (if or, in the case of a resignation for Good Reason due to a reduction in Base Salary, at the rate in effect immediately prior to such reduction), payable in a lump sum within sixty (60) days following the Executive’s employment terminates termination date; (b) a cash payment equal to the amount of the Executive’s target Annual Bonus as described in Section 2(b) for the year in which termination occurs, payable in a lump sum within sixty (60) days following the Executive’s employment termination date; (c) reimbursement in cash equal to 100% of the monthly COBRA premiums incurred by the Executive for the Executive and his eligible dependents under the Company’s health plans during the one-year twelve (12) month period prior to following the Executive’s termination of employment. Such reimbursement shall be provided on the payroll date immediately following the date on which the Executive remits the applicable premium payment and shall commence within sixty (60) days after the Executive’s termination date; provided that the first payment shall include any reimbursements that would have otherwise been payable during the period beginning on the Executive’s termination date and ending on the date of the Change first reimbursement payment. Reimbursement payments shall be treated as taxable compensation to the Executive to the extent required by law; and ​ ​ (d) the Accrued Obligations and any Accrued Annual Bonus, with such Accrued Obligations and Accrued Annual Bonus paid regardless of Control)whether the Executive executes or revokes the Release. The Accrued Obligations shall be paid at the times set forth in Section 6(c) above. Notwithstanding the provisions of Section 3(c)(i)(B), the amount payable to Executive under this Section 3(c)(i) shall be reduced by the paymentsforegoing, if anyand to the extent required by Section 409A of the Code, received by Executive pursuant to Section 3(b)(i). (ii) During the eighteen (18) month period following such termination (the “if a Change of Control Severance Period”), Executive shall receive continued coverage under the Conn’s medical, dental, life, disability, and other employee welfare benefit plans does not constitute a “change in which senior executives of Conn’s are eligible to participate, to the extent Executive is eligible under the terms of such plans immediately prior to Executive’s termination. For purposes of clarity, during the term of this Agreement Conn’s shall provide Executive coverage under a major medical plan. Conn’s obligation to provide the foregoing benefits shall terminate upon Executive’s becoming eligible for comparable employee welfare benefits under a plan or arrangement provided control event” as defined by a new employer. Executive agrees to promptly notify Conn’s of any such employment and the material terms of any employee welfare benefits offered to Executive in connection with such employment. (iii) All awards held by Executive under the Conn’s Amended and Restated 2003 Incentive Stock Option Plan and/or the Conn’s 2011 Omnibus Incentive Plan shall immediately vest and, if applicable, continue to be exercisable during the Change of Control Severance Period as if Executive had remained an employee of Conn’s. The terms of this Section 3(c) are continuing in nature and shall survive until the one (1) year anniversary 409A of the earlier Code or the lump sum payment in Section 7(a) would otherwise cause the Executive to incur penalties under Section 409A of the Code, such payment shall not be paid in a lump sum but shall be paid in equal installments in accordance with the payroll practices over the twelve (12)-month period following Executive’s termination of employment or termination of this Agreementdate.

Termination in Connection with a Change of Control. If during the two (2) year period that begins on the date that is one (1) year prior to a Change of Control and ends on that date which is one (1) year following a Change of Control, Conn’s (or its successor) terminates Executive’s employment other than (A) for Cause or (B) as a result of Executive’s death or Disability, or Executive voluntarily terminates his employment for Good Reason, then subject to Executive’s execution and non-revocation of a release of claims pursuant to Section 3(d), Conn’s will pay the following amounts and provide the following benefits: (i) A lump-sum cash payment in an amount equal to three (3) times the Executive’s Base Salary, which, subject to Section 16, shall be payable not later than ten (10) sixty (60) days following (A) Executive’s termination (if Executive’s employment terminates on or after the date of the Change of Control), or (B) the date of the Change of Control (if Executive’s employment terminates during the one-year period prior to the date of the Change of Control); provided, however, that if the Change of Control is not a “change in control event,” within the meaning of Treasury Regulations issued under Section 409A of the Code, then such amount shall be paid in monthly installments over a period of three years, rather than a lump sum payment. Notwithstanding the provisions of Section 3(c)(i)(B), the amount payable to Executive under this Section 3(c)(i) shall be reduced by the payments, if any, received by Executive pursuant to Section 3(b)(i). (ii) During the eighteen (18) month period following such termination (the “Change of Control Severance Period”), Executive shall receive continued coverage under the Conn’s medicalwill offer the Executive and any eligible family members the opportunity to elect to continue medical and dental coverage pursuant to COBRA. The Executive will be responsible for paying the required monthly premium for that coverage, dental, life, disability, and other employee welfare benefit plans in which senior executives of but Conn’s are eligible will pay the Executive a lump sum cash stipend equal to participate, to 18 times the extent portion of the monthly premium that would have been paid by Conn’s for the same level of health and dental coverage the Executive is eligible under the terms of such plans had in effect immediately prior to Executive’s termination. For purposes his termination if the Executive were actively employed by Conn’s, and the Executive may, but is not required to, choose to use the stipend for the payment of clarity, during COBRA premiums for any COBRA coverage that the term of this Agreement Conn’s shall provide Executive coverage under a major medical planor eligible family members may elect. Conn’s obligation will pay the stipend to provide the foregoing benefits shall terminate upon Executive within sixty (60) days after Executive’s becoming termination of employment, or such later date required under Section 16, whether or not the Executive or any eligible family member elects COBRA coverage, whether or not the Executive continues COBRA coverage for comparable employee welfare benefits the maximum period permitted by law, and whether or not the Executive receives medical or dental coverage from another employer while the Executive is receiving COBRA continuation coverage. Payment of the stipend will not in any way extend or modify the Executive’s continuation coverage rights under a plan COBRA or arrangement provided by a new employer. Executive agrees to promptly notify Conn’s of any such employment and the material terms of any employee welfare benefits offered to Executive in connection with such employmentsimilar continuation coverage law. (iii) All awards held by Executive under the Conn’s Amended and Restated 2003 Incentive Stock Option Plan and/or the Conn’s 2011 2016 Omnibus Incentive Plan shall immediately vest and, if applicable, continue to be exercisable during the Change 18-month period following the date of Control Severance Period termination as if Executive had remained an employee of Conn’s. The terms of this Section 3(c) are continuing in nature and shall survive until the one (1) year anniversary of the earlier of Executive’s termination of employment or termination of this Agreement.

Termination in Connection with a Change of Control. If If, during the two (2) year period that begins on the date that is one (1) year prior to a Change of Control and ends on the date that date which is one (1) year following a Change of Control, Conn’s (or its successor) terminates Executive’s employment other than (A) for Cause or (B) as a result of Executive’s death or Disability, or Executive voluntarily terminates his employment for Good Reason, then, subject to Executive’s execution and non-revocation of a release of claims pursuant to Section 3(d), Conn’s will pay the following amounts and provide the following benefits: (i) A lump-sum cash payment in an amount equal to three two (32) times the Executive’s Base Salary, which, subject to Section 16, shall be payable not later than ten sixty (1060) days following (A) Executive’s termination (if Executive’s employment terminates on or after the date of the Change of Control), or (B) the date of the Change of Control (if Executive’s employment terminates during the one-year period prior to the date of the Change of Control); provided, however, that if the Change of Control is not a “change in control event,” within the meaning of Treasury Regulations issued under Section 409A of the Code, then such amount shall be paid in monthly installments over a period of two years, rather than a lump sum payment. Notwithstanding the provisions of Section 3(c)(i)(B), the amount payable to Executive under this Section 3(c)(i) shall be reduced by the payments, if any, received by Executive pursuant to Section 3(b)(i). (ii) During the eighteen (18) month period following such termination (the “Change of Control Severance Period”), Executive shall receive continued coverage under the Conn’s medicalwill offer the Executive and any eligible family members the opportunity to elect to continue medical and dental coverage pursuant to COBRA. The Executive will be responsible for paying the required monthly premium for that coverage, dental, life, disability, and other employee welfare benefit plans in which senior executives of but Conn’s are eligible will pay the Executive a lump sum cash stipend equal to participate, to 12 times the extent portion of the monthly premium that would have been paid by Conn’s for the same level of health and dental coverage the Executive is eligible under the terms of such plans had in effect immediately prior to Executive’s termination. For purposes his termination if the Executive were actively employed by Conn’s, and the Executive may, but is not required to, choose to use the stipend for the payment of clarity, during COBRA premiums for any COBRA coverage that the term of this Agreement Conn’s shall provide Executive coverage under a major medical planor eligible family members may elect. Conn’s obligation will pay the stipend to provide the foregoing benefits shall terminate upon Executive within sixty (60) days after Executive’s becoming termination of employment, or such later date required under Section 16, whether or not the Executive or any eligible family member elects COBRA coverage, whether or not the Executive continues COBRA coverage for comparable employee welfare benefits the maximum period permitted by law, and whether or not the Executive receives medical or dental coverage from another employer while the Executive is receiving COBRA continuation coverage. Payment of the stipend will not in any way extend or modify the Executive’s continuation coverage rights under a plan COBRA or arrangement provided by a new employer. Executive agrees to promptly notify Conn’s of any such employment and the material terms of any employee welfare benefits offered to Executive in connection with such employmentsimilar continuation coverage law. (iii) All awards held by the Executive under the Conn’s Amended and Restated 2003 Incentive Stock Option Plan and/or the Conn’s 2011 2016 Omnibus Incentive Plan shall immediately vest and, and if applicable, continue to be exercisable during the Change 12-month period following the date of Control Severance Period termination as if Executive had remained an employee of Conn’s. The terms of this Section 3(c) are continuing in nature and shall survive until the one (1) year anniversary of the earlier of Executive’s termination of employment or termination of this Agreement.

Termination in Connection with a Change of Control. If If, during the two (2) year period that begins on the date that is one (1) year prior to a Change of Control and ends on the date that date which is one (1) year following a Change of Control, Conn’s (or its successor) terminates Executive’s employment other than (A) for Cause or (B) as a result of Executive’s death or Disability, or Executive voluntarily terminates his employment for Good Reason, then, subject to Executive’s execution and non-revocation of a release of claims pursuant to Section 3(d), Conn’s will pay the following amounts and provide the following benefits: (i) A lump-sum cash payment in an amount equal to three (3) times the Executive’s Base Salary, which, subject to Section 16, shall be payable not later than ten sixty (1060) days following (A) Executive’s termination (if Executive’s employment terminates on or after the date of the Change of Control), or (B) the date of the Change of Control (if Executive’s employment terminates during the one-year period prior to the date of the Change of Control); provided, however, that if the Change of Control is not a “change in control event,” within the meaning of Treasury Regulations issued under Section 409A of the Code, then such amount shall be paid in monthly installments over a period of three years, rather than a lump sum payment. Notwithstanding the provisions of Section 3(c)(i)(B), the amount payable to Executive under this Section 3(c)(i) shall be reduced by the payments, if any, received by Executive pursuant to Section 3(b)(i). (ii) During the eighteen (18) month period following such termination (the “Change of Control Severance Period”), Executive shall receive continued coverage under the Conn’s medicalwill offer the Executive and any eligible family members the opportunity to elect to continue medical and dental coverage pursuant to COBRA. The Executive will be responsible for paying the required monthly premium for that coverage, dental, life, disability, and other employee welfare benefit plans in which senior executives of but Conn’s are eligible will pay the Executive a lump sum cash stipend equal to participate, to 18 times the extent portion of the monthly premium that would have been paid by Conn’s for the same level of health and dental coverage the Executive is eligible under the terms of such plans had in effect immediately prior to Executive’s termination. For purposes his termination if the Executive were actively employed by Conn’s, and the Executive may, but is not required to, choose to use the stipend for the payment of clarity, during COBRA premiums for any COBRA coverage that the term of this Agreement Conn’s shall provide Executive coverage under a major medical planor eligible family members may elect. Conn’s obligation will pay the stipend to provide the foregoing benefits shall terminate upon Executive within sixty (60) days after Executive’s becoming termination of employment, or such later date required under Section 16, whether or not the Executive or any eligible family member elects COBRA coverage, whether or not the Executive continues COBRA coverage for comparable employee welfare benefits the maximum period permitted by law, and whether or not the Executive receives medical or dental coverage from another employer while the Executive is receiving COBRA continuation coverage. Payment of the stipend will not in any way extend or modify the Executive’s continuation coverage rights under a plan COBRA or arrangement provided by a new employer. Executive agrees to promptly notify Conn’s of any such employment and the material terms of any employee welfare benefits offered to Executive in connection with such employmentsimilar continuation coverage law. (iii) All awards held by Executive under the Conn’s Amended and Restated 2003 Incentive Stock Option Plan and/or the Conn’s 2011 2016 Omnibus Incentive Plan shall immediately vest and, if applicable, continue to be exercisable during the Change 18-month period following the date of Control Severance Period termination as if Executive had remained an employee of Conn’s. The terms of this Section 3(c) are continuing in nature and shall survive until the one (1) year anniversary of the earlier of Executive’s termination of employment or termination of this Agreement.

Termination in Connection with a Change of Control. If during In the two (2) year period that begins on the date that is one (1) year prior to a Change event of Control and ends on that date which is one (1) year following a Change of Control, Conn’s (or its successor) terminates if Executive’s employment is terminated by the Company other than for Cause or as a result of Executive’s death or Disability, or by Executive voluntarily terminates his employment for Good ReasonReason during the Effective Period, Conn’s will pay then Executive shall be entitled to receive the following amounts and provide from the following benefitsCompany: (i) A lump-The Accrued Amounts; (ii) Within 10 days after the Date of Termination, a lump sum cash payment equal to the Target Bonus, multiplied by the fraction obtained by dividing the number of days Executive was employed during the calendar year in which the Date of Termination occurs by 365; (iii) Within 10 days after the Date of Termination, a lump sum cash payment in an amount equal to three (3) 1 times the Executive’s annual Base SalarySalary then in effect (as determined without regard to any reduction in such Base Salary constituting Good Reason); provided, payable not later than ten (10) days following (A) Executive’s termination (however, that if Executive’s employment terminates is terminated prior to the consummation of a Change of Control but under circumstances that would cause the Change of Control Date to precede the date that the Change of Control is consummated, such amount will be paid in equal installments in accordance with the Company’s regular payroll schedule over the Benefit Period (defined below), subject to all remaining installments being paid in a lump sum on the date on which the Change of Control is consummated; (iv) If Executive elects to continue Company medical benefits under COBRA, for a period of twelve months following the Date of Termination (the “Benefit Period”), the Company shall reimburse the Executive for the out-of-pocket cost of continuing medical benefits for such period on the same terms and conditions as such benefits are provided to active employees of the Company. The Company’s obligation under this Section 5(c)(iv) shall terminate or be reduced to the extent that substantially similar coverage is provided by a subsequent employer; (v) Notwithstanding any provision to the contrary in any stock option, restricted stock or other equity award agreement between the Company and Executive, all shares underlying Executive’s Time-Based Awards shall accelerate and become fully vested upon the Date of Termination and all restrictions thereon shall be lifted in accordance with the terms of the stock option or other award agreements evidencing such Time-Based Awards, and all such exercisable time-based stock options shall continue to be exercisable for the remainder of their stated terms; and (vi) Notwithstanding the foregoing, if Executive engages in a material breach of any provision of this Agreement or Executive’s Confidentiality Agreement during the Benefits Period, and such breach is not cured within ten business days after receipt from the Company of notice thereof, then the Company’s continuing obligations under this Section 5(c) shall cease as of the date of the Change of Control), or (B) breach and the date of the Change of Control (if Executive’s employment terminates during the one-year period prior to the date of the Change of Control). Notwithstanding the provisions of Section 3(c)(i)(B), the amount payable to Executive under this Section 3(c)(i) shall be reduced by the payments, if any, received by Executive pursuant entitled to Section 3(b)(i)no further payments or benefits hereunder. (ii) During the eighteen (18) month period following such termination (the “Change of Control Severance Period”), Executive shall receive continued coverage under the Conn’s medical, dental, life, disability, and other employee welfare benefit plans in which senior executives of Conn’s are eligible to participate, to the extent Executive is eligible under the terms of such plans immediately prior to Executive’s termination. For purposes of clarity, during the term of this Agreement Conn’s shall provide Executive coverage under a major medical plan. Conn’s obligation to provide the foregoing benefits shall terminate upon Executive’s becoming eligible for comparable employee welfare benefits under a plan or arrangement provided by a new employer. Executive agrees to promptly notify Conn’s of any such employment and the material terms of any employee welfare benefits offered to Executive in connection with such employment. (iii) All awards held by Executive under the Conn’s Amended and Restated 2003 Incentive Stock Option Plan and/or the Conn’s 2011 Omnibus Incentive Plan shall immediately vest and, if applicable, continue to be exercisable during the Change of Control Severance Period as if Executive had remained an employee of Conn’s. The terms of this Section 3(c) are continuing in nature and shall survive until the one (1) year anniversary of the earlier of Executive’s termination of employment or termination of this Agreement.

Termination in Connection with a Change of Control. If during In the two (2) year period event that begins on the date that Executive’s employment is one (1) year prior to a Change of Control and ends on that date which is terminated by the Employer without Cause or by the Executive for Good Reason, in each case upon or within one (1) year following a Change of Control, Conn’s if the Executive executes and does not revoke a written Release (as defined below), the Executive shall be entitled to receive, in lieu of any payments under any severance plan or its successor) terminates Executive’s employment other than program for Cause employees or as a result of Executive’s death or Disabilityexecutives, or Executive voluntarily terminates his employment for Good Reason, Conn’s will pay the following amounts and provide the following benefitsfollowing: (ia) A lump-sum the Accrued Obligations, any Accrued Annual Bonus, and any Accrued PSUs, with such Accrued Obligations, Accrued Annual Bonus, and Accrued PSUs paid regardless of whether the Executive executes or revokes the Release; (b) a cash payment in an amount equal to three one (31) times the Executive’s annual Base SalarySalary as in effect on the Change of Control, payable not later than ten (10) in a lump sum within 60 days following the Executive’s employment termination date; (Ac) a cash payment equal to the target amount of the Executive’s Annual Bonus as described in Section 2(b) for the year in which termination occurs, payable in a lump sum within 60 days following the Executive’s employment termination date; (d) reimbursement in cash equal to 100% of the COBRA premiums incurred by the Executive for the Executive and his eligible dependents under the Employer’s health plans during the twelve (12) month period following the Executive’s termination (if of employment. Such reimbursement shall be provided on the payroll date immediately following the date on which the Executive remits the applicable premium payment and shall commence within 60 days after the Executive’s employment terminates termination date; provided that the first payment shall include any reimbursements that would have otherwise been payable during the period beginning on or after the Executive’s termination date and ending on the date of the Change first reimbursement payment. Reimbursement payments shall be treated as taxable compensation to the Executive to the extent required by law; (e) accelerated vesting of Control), or (Bthe portion of the Option granted pursuant to Section 2(d) that remains unvested as of the date of the Change of Control (if Executive’s employment terminates during the one-year period prior termination of employment, subject to the date terms and conditions of the Change Equity Plan, including, for the avoidance of Control). Notwithstanding the provisions of Section 3(c)(i)(B)doubt, the amount payable to Executive under this Section 3(c)(iminimum vesting provisions set forth therein, and the applicable grant agreement; and (f) shall be reduced by vesting of (i) the paymentsPSUs, if any, received by Executive granted pursuant to Section 3(b)(i). (ii2(d) During in the eighteen (18) month period following such termination (the “Change of Control Severance Period”), Executive shall receive continued coverage under the Conn’s medical, dental, life, disability, and other employee welfare benefit plans fiscal year in which senior executives of Conn’s are eligible to participate, to the extent Executive is eligible under the terms of such plans immediately prior to Executive’s termination. For purposes of clarity, during the term of this Agreement Conn’s shall provide Executive coverage under a major medical plan. Conn’s obligation to provide the foregoing benefits shall terminate upon Executive’s becoming eligible for comparable employee welfare benefits under a plan or arrangement provided by a new employer. Executive agrees to promptly notify Conn’s of any such employment and the material terms of any employee welfare benefits offered to Executive in connection with such employment. (iii) All awards held by Executive under the Conn’s Amended and Restated 2003 Incentive Stock Option Plan and/or the Conn’s 2011 Omnibus Incentive Plan shall immediately vest and, if applicable, continue to be exercisable during the Change of Control Severance Period as if Executive had remained an employee of Conn’s. The terms of this Section 3(c) are continuing in nature and shall survive until the one (1) year anniversary of the earlier of Executive’s termination of employment or occurs, based on the target value of such PSUs and (ii) any Achieved PSUs which were granted pursuant to Section 2(d) and are unvested as of the date of the Executive’s termination of this Agreementemployment. (g) Notwithstanding the foregoing, if and to the extent required by Section 409A of the Code, if a Change of Control does not constitute a “change in control event” as defined by Section 409A of the Code or the lump sum payment in Section 7(a) would otherwise cause the Executive to incur penalties under Section 409A of the Code, such payment shall not be paid in a lump sum but shall be paid in equal installments in accordance with the payroll practices over the one year period following Executive’s termination date.

Termination in Connection with a Change of Control. If during the two (2) year period that begins on the date that is one (1) year prior to a Change of Control and ends on that date which is one occurs during the Term and, within twelve (112) year months following a the Change of Control, Conn’s (or its successor) terminates Executive’s employment other than for hereunder is terminated by the Company without Cause or as a result of Executive’s death or Disability, or if Executive voluntarily terminates his employment resigns for Good Reason, Conn’s will pay then Executive shall be entitled to receive the following amounts and provide severance benefits in lieu of the following benefits: severance benefits set forth in Section 5(b)(i): (i) A lumpseverance pay equal to the sum of (A)150% of Executive’s Base Salary in effect on the effective date of termination or resignation, as applicable, plus (B) 150% of Executive’s Target Bonus, payable in a single lump sum subject to standard deductions and withholdings; (ii) the Bonus earned for the prior year (if not previously paid); (iii) a pro rata portion of the Bonus Executive would have earned for the year of termination, which Bonus shall be determined based on Company financial performance results against Executive’s Company financial performance objectives for such year, payable in a lump sum at the same time bonuses are paid to Company senior executives generally (but in no event later than March 15 of the year following the year in which the termination occurs), (iv) all unvested equity or equity-sum cash based awards granted to Executive under any equity compensation plans of the Company shall become immediately vested as to time and any such awards that are subject to performance-based vesting will remain eligible to vest to the extent the performance conditions are thereafter satisfied (provided that nothing herein shall operate to extend the term, if any, of an award beyond the final expiration date provided in the applicable award agreement or prohibit the award from being treated in substantially the same manner as awards held by the Company’s other senior executives in the context of a Change of Control or other corporate transaction); (v) the Company shall continue Executive’s group life insurance coverage (provided that Executive shall reimburse the Company for any incremental cost of continuing such group life insurance coverage) in effect on the termination or resignation date for a period of eighteen (18) months following Executive’s termination or resignation; and (vi) if Executive timely elects continued medical, dental or vision coverage under one or more of the Company’s group medical, dental or vision plans pursuant to COBRA, then the Company shall directly pay, or reimburse Executive for, the COBRA premiums for Executive and Executive’s covered dependents under such plans during the period commencing on Executive’s termination or resignation and ending upon the earliest of (A) eighteen (18) months following Executive’s termination or resignation, (B) the date that Executive and/or Executive’s covered dependents become no longer eligible for COBRA or (C) the date Executive becomes eligible to receive healthcare coverage from a subsequent employer (and Executive agrees to promptly notify the Company of such eligibility). Notwithstanding the foregoing, if the Company determines in its sole discretion that it cannot provide the benefits required under clause (vi) of the immediately preceding sentence without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or incurring an excise tax, the Company shall in lieu thereof provide to Executive a taxable monthly payment in an amount equal to three (3) times the monthly COBRA premium that Executive would be required to pay to continue Executive’s Base Salary, payable not later than ten (10) days following (A) and Executive’s termination (if Executive’s employment terminates covered dependents’ group health coverage in effect on or after the date of termination or resignation, which amount shall be based on the Change premium for the first month of Control)COBRA coverage, or (B) shall be made regardless of whether Executive elects COBRA continuation coverage and shall commence in the month following the month in which the date of termination or resignation occurs and end on the Change earliest of Control (if Executive’s employment terminates during the one-year period prior to the date of the Change of Control). Notwithstanding the provisions of Section 3(c)(i)(B), the amount payable to Executive under this Section 3(c)(iX) shall be reduced by the payments, if any, received by Executive pursuant to Section 3(b)(i). (ii) During the eighteen (18) month period months following such Executive’s termination or resignation, (Y) the “Change of Control Severance Period”), date that Executive shall receive continued coverage under and/or Executive’s covered dependents become no longer eligible for COBRA and (Z) the Conn’s medical, dental, life, disability, and other employee welfare benefit plans in which senior executives of Conn’s are date Executive becomes eligible to participate, to the extent Executive is eligible under the terms of such plans immediately prior to Executive’s termination. For purposes of clarity, during the term of this Agreement Conn’s shall provide Executive receive healthcare coverage under from a major medical plan. Conn’s obligation to provide the foregoing benefits shall terminate upon Executive’s becoming eligible for comparable employee welfare benefits under a plan or arrangement provided by a new employer. subsequent employer (and Executive agrees to promptly notify Conn’s the Company of any such employment and the material terms of any employee welfare benefits offered to Executive in connection with such employmenteligibility). (iii) All awards held by Executive under the Conn’s Amended and Restated 2003 Incentive Stock Option Plan and/or the Conn’s 2011 Omnibus Incentive Plan shall immediately vest and, if applicable, continue to be exercisable during the Change of Control Severance Period as if Executive had remained an employee of Conn’s. The terms of this Section 3(c) are continuing in nature and shall survive until the one (1) year anniversary of the earlier of Executive’s termination of employment or termination of this Agreement.

Termination in Connection with a Change of Control. If during (i) In the event that the Executive’s employment is terminated by the Company without Cause, by the Executive for Good Reason, or upon expiration of the Term following the delivery of a Notice of Non-Renewal by the Company, in each case upon or within two (2) year period that begins on the date that is one (1) year prior to years following a Change of Control and ends on that date which is one (1) year following a Change of Controlas defined in Section 9(c)), Conn’s (or its successor) terminates Executive’s employment other than for Cause or as a result of Executive’s death or Disabilitythen subject to Section 6(i), or the Executive voluntarily terminates his employment for Good Reason, Conn’s will pay shall be entitled to receive the following amounts and provide the following benefitsfollowing: (iA) A lump-sum a cash payment in an amount equal to three (3) two times the Executive’s annual Base Salary, payable not later than ten (10) days following (A) Executive’s termination (if Executive’s employment terminates Salary as in effect on or after the effective date of the Change of Control), or if greater, two times the Executive’s annual Base Salary in effect on the date of termination, payable in a lump sum within 60 days following the employment termination date; (B) the Pro-Rated Performance Bonus for the fiscal year in which the effective date of the Change termination occurs, payable at the same time as the Annual Adjusted IBIT Performance Bonus for such fiscal year would otherwise have been paid; (C) two times the Target Bonus, payable within 60 days following the termination date; (D) if the Executive timely and properly elects COBRA continuation coverage for medical and dental benefits and remains eligible for such coverage during the 12-month period following the Executive’s termination date, then during such 12-month period, such coverage shall be provided to the Executive at the then-applicable active employee rates; provided that, the portion of Control COBRA premiums paid by the Company shall be reported as income to the Executive, to the extent consistent with applicable law; and; and (if E) accelerated vesting of all of the Executive’s then outstanding stock options and the lapse of all restrictions on shares of restricted stock granted by the Company to the Executive, subject to the terms of the Equity Plan and any applicable grant agreement. For the avoidance of doubt, in the event that the Executive’s employment terminates during the one-year period prior to the date of the Change of Control). Notwithstanding the provisions of is terminated in accordance with this Section 3(c)(i)(B6(c)(i), the amount payable Executive shall only be entitled to Executive termination payments and benefits as provided under this Section 3(c)(i6(c)(i) and shall not be reduced by entitled to any other termination payments or benefits under any other section of this Agreement (other than any payments or benefits to which the payments, if any, received by Executive pursuant to may be entitled under Section 3(b)(i6(h)). (ii) During In the eighteen (18) month period event that the Executive’s employment is terminated by the Company without Cause, by the Executive for Good Reason, or upon expiration of the Term following delivery of a Notice of Non-Renewal by the Company, and in each case, within 90 days following such termination (the “a Change of Control Severance Period”occurs, then within 60 days following the Change of Control, the Executive shall be entitled to receive (A) a lump sum cash payment equal to the excess of the amount set forth in Section 6(c)(i)(A) less the amount previously paid to the Executive pursuant to Section 6(a)(i) or Section 6(b)(i), as applicable, and (B) in the event that termination is on account of the Company’s delivery of a Notice of Non-Renewal, the Executive shall be entitled to receive continued coverage under the Conn’s medical, dental, life, disability, and other employee welfare benefit plans amount set forth in which senior executives Section 6(c)(i)(C) within 60 days following the Change of Conn’s are eligible to participate, to the extent Executive is eligible under the terms of such plans immediately prior to Executive’s termination. For purposes of clarity, during the term of this Agreement Conn’s shall provide Executive coverage under a major medical plan. Conn’s obligation to provide the foregoing benefits shall terminate upon Executive’s becoming eligible for comparable employee welfare benefits under a plan or arrangement provided by a new employer. Executive agrees to promptly notify Conn’s of any such employment and the material terms of any employee welfare benefits offered to Executive in connection with such employmentControl. (iii) All awards held by Executive under Notwithstanding the Conn’s Amended and Restated 2003 Incentive Stock Option Plan and/or the Conn’s 2011 Omnibus Incentive Plan shall immediately vest andforegoing, if applicableand to the extent required by Section 409A of the Code, if a Change of Control does not constitute a “change in control event” as defined by Section 409A of the Code or the lump sum payment in Section 6(c)(i)(A) or Section 6(c)(ii)(A) would otherwise cause the Executive to incur penalties under Section 409A of the Code, such payment shall not be paid in a lump sum but shall be paid (or, in the case of Section 6(c)(ii)(A), continue to be exercisable during paid) in equal installments in accordance with the Change of Control Severance Period as if Executive had remained an employee of Conn’s. The terms of this Section 3(c) are continuing in nature and shall survive until payroll practices over the one (1) two year anniversary of the earlier of period following Executive’s termination of employment or termination of this Agreementdate.

Termination in Connection with a Change of Control. If during (i) the two (2) year period that begins on the date that is one (1) year prior to a Change of Control and ends on that date which is one (1) year following a Change of Control, Conn’s (or its successor) terminates Executive’s employment is terminated by the Company other than for Cause or as a result of Executive’s death by the Executive for Good Reason during the Effective Period or Disability, or (ii) the Executive voluntarily terminates his employment for Good Reasonany reason during the Window Period, Conn’s will pay then the Executive shall be entitled to receive the following amounts and provide from the following benefitsCompany: (i) A lump-All amounts and benefits described in Section 7(a)(i) above; (ii) Within 10 days after the Date of Termination, a lump sum cash payment equal to the Highest Annual Bonus multiplied by the fraction obtained by dividing the number of days in the year through the Date of Termination by 365; (iii) Within 10 days after the Date of Termination, a lump sum cash payment in an amount equal to the product of three (3) times the sum of (A) the Executive’s Base SalarySalary then in effect (determined without regard to any reduction in such Base Salary constituting Good Reason) and (B) the Highest Annual Bonus; (iv) For three years from the Date of Termination, payable not later than ten (10) days following the Company shall either (A) Executivearrange to provide the Executive and his dependents, at the Company’s cost (except to the extent such cost was borne by the Executive prior to the Date of Termination, and further, to the extent that such post-termination (if Executivecoverages are available under the Company’s employment terminates on plans), with life, disability, medical and dental coverage, whether insured or after not insured, providing substantially similar benefits to those which the date Executive and his dependents were receiving immediately prior to the Date of the Change of Control)Termination, or (B) the date in lieu of the Change of Control (if Executive’s employment terminates during the one-year period prior providing such coverage, pay to the date of Executive no less frequently than quarterly in advance an amount which, after taxes, is sufficient for the Change of ControlExecutive to purchase equivalent benefits coverage referred to in clause (A). Notwithstanding ; provided, however, that the provisions of Section 3(c)(i)(B), the amount payable to Executive Company’s obligation under this Section 3(c)(i7(c)(iv) shall be reduced by the payments, if any, received by Executive pursuant to Section 3(b)(i). (ii) During the eighteen (18) month period following such termination (the “Change of Control Severance Period”), Executive shall receive continued coverage under the Conn’s medical, dental, life, disability, and other employee welfare benefit plans in which senior executives of Conn’s are eligible to participate, to the extent Executive is eligible under the terms of such plans immediately prior to Executive’s termination. For purposes of clarity, during the term of this Agreement Conn’s shall provide Executive coverage under that substantially similar coverages (determined on a major medical plan. Conn’s obligation to provide the foregoing benefits shall terminate upon Executive’s becoming eligible for comparable employee welfare benefits under a plan or arrangement benefit-by-benefit basis) are provided by a new subsequent employer. Executive agrees ; (v) Notwithstanding any provision to promptly notify Conn’s of the contrary in any such employment stock option or restricted stock agreement between the Company and the material terms Executive, all shares of any employee welfare benefits offered stock and all options to Executive in connection with such employment. (iii) All awards acquire Company stock held by the Executive under shall accelerate and become fully vested upon the Conn’s Amended Date of Termination (and Restated 2003 Incentive Stock Option Plan and/or the Conn’s 2011 Omnibus Incentive Plan all options shall immediately vest andthereupon become fully exercisable), if applicable, and all stock options shall continue to be exercisable during for the Change remainder of Control Severance Period as if Executive had remained an employee of Conn’s. The terms of this Section 3(ctheir stated terms; (vi) are continuing Any other additional benefits then due or earned in nature accordance with applicable plans and shall survive until the one (1) year anniversary programs of the earlier Company; and (vii) The Company will provide out-placement counseling assistance in the form of Executive’s termination reimbursement of employment or termination the reasonable expenses incurred for such assistance within the 12-month period following the Date of this AgreementTermination. Such reimbursement amount shall not exceed $40,000.

Termination in Connection with a Change of Control. If during (a) In the two event (2x) year period that begins on the date that is one (1) year prior to a Change of Control and ends on that date which is one (1) year following a Change of Control, Conn’s (or its successor) Company terminates the Executive’s employment other than for without Cause (which shall include a termination at the end of the Term of Employment by reason of the Company’s non-renewal of the Agreement pursuant to Section 3) or as a result of Executive’s death or Disability, or the Executive voluntarily terminates his employment for Good Reason, Conn’s will pay and (y) such termination occurs within two years following a Change of Control, the Executive shall be entitled to the following amounts and provide in lieu of the following benefitspayments described in Section 6.1: (i) A lump-sum cash payment in an amount equal to three times (33x) times the Executive’s sum of (x) the Annual Base SalarySalary at the rate then in effect (as provided in Section 5.1 of this Agreement) on the Date of Termination (or, payable not later than ten (10) days following (A) Executive’s termination (if Executive’s employment terminates on or after greater, the date of immediately preceding the Change of Control) and (y) the average of the last three Annual Incentive payments (or, if the Executive has ​ ​ received fewer than three Annual Incentive Payments, the average of all such Annual Incentive Payments); (ii) a portion of the Annual Incentive for the year in which the Date of Termination occurs, determined by dividing the number of days in the calendar year through the Date of Termination by three hundred sixty-five (365) and multiplying such fraction by the Annual Incentive which the Executive would have earned if he had remained employed by the Company for the entire calendar year; provided, however, that the discretionary portion of the Annual Incentive shall be determined at the higher of (A) target, or (B) the date annualized performance projection applicable as of the Change Date of Control (if Termination, determined in good faith by the Compensation Committee taking into account the Executive’s employment terminates length of service and contribution towards the Company’s business during the one-year period prior in which the Date of Termination occurs; (iii) any Annual Base Salary accrued to the date Date of Termination and any Annual Incentive relating to a prior year actually earned but not yet paid as of the Change Date of Control). Notwithstanding Termination; (iv) reimbursement for all expenses (under Section 5.6 of this Agreement) incurred as of the Date of Termination, but not yet paid as of the Date of Termination; (v) to the extent applicable, and as so permitted by applicable law, the continuation of the Executive’s welfare benefits (as described in Section 5.5 of this Agreement) at the level in effect on the Date of Termination for a period of three (3) years commencing on the Date of Termination (the “Section 6.2 Severance Period”) or beyond as the law requires, and any other compensation and benefits as may be provided in accordance with the terms and provisions of Section 3(c)(i)(B), the amount payable to Executive under this Section 3(c)(i) shall be reduced by the paymentsapplicable plans and programs, if any, received by generally applicable to executives of the Company or specifically applicable to the Executive, provided, that, the Company shall provide the Executive pursuant with group health continuation coverage for the Executive and his dependents during such Section 6.2 Severance Period on the same terms and conditions as applicable to Section 3(b)(iactive employees; and such period of coverage shall run concurrently with the COBRA continuation coverage period; provided, further that if the Company is not permitted to provide such continuation coverage or cover the costs thereof due to applicable law or limitations on COBRA, the Company shall provide a lump sum payment equal to the value of such coverage within thirty (30) days of the Termination of Employment; and ​ ​ (vi) such rights as the Executive may have under any other written agreement between the Company and the Executive which is then currently in effect or under any employee benefit plan or program of the Company (including rights to equity compensation). (ii) During the eighteen (18) month period following such termination (the “Change of Control Severance Period”), Executive shall receive continued coverage under the Conn’s medical, dental, life, disability, and other employee welfare benefit plans in which senior executives of Conn’s are eligible to participate, to the extent Executive is eligible under the terms of such plans immediately prior to Executive’s termination. For purposes of clarity, during the term of this Agreement Conn’s shall provide Executive coverage under a major medical plan. Conn’s obligation to provide the foregoing benefits shall terminate upon Executive’s becoming eligible for comparable employee welfare benefits under a plan or arrangement provided by a new employer. Executive agrees to promptly notify Conn’s of any such employment and the material terms of any employee welfare benefits offered to Executive in connection with such employment. (iii) All awards held by Executive under the Conn’s Amended and Restated 2003 Incentive Stock Option Plan and/or the Conn’s 2011 Omnibus Incentive Plan shall immediately vest and, if applicable, continue to be exercisable during the Change of Control Severance Period as if Executive had remained an employee of Conn’s. The terms of this Section 3(c) are continuing in nature and shall survive until the one (1) year anniversary of the earlier of Executive’s termination of employment or termination of this Agreement.

Termination in Connection with a Change of Control. If during (i) If, within the two (2) year period that begins on the date that is one six (16) year months prior to and ends two years following a Change of Control and ends on that date which is one (as defined in Section 7.h.(ii) below), either (A) the Company terminates Xxxxx’x employment without Just Cause (as defined in Section 7.c.(ii) above) or (B) Xxxxx terminates this Agreement for Good Reason (as defined in Section 7.f.(ii) above), then the Company shall: (A) Pay to Xxxxx xxxxxxxxx equal to the three times the sum of: (1) Xxxxx’x highest Base Salary during the previous two years of employment immediately preceding the Termination Date, plus (2) the highest Bonus paid to Xxxxx during the same two-year period. If Xxxxx’x Termination Date is on or after the Change of Control, such amount shall be paid in a lump sum within forty (40) days after the Termination Date. If Xxxxx’x Termination Date is prior to the Change of Control, such amount shall be paid as follows: (I) 2/3rds of such amount shall be paid within forty (40) days after the Termination Date (it being the intent of the parties that such amount shall be the same amount and paid at the same time as the severance payable in a termination without Just Cause or termination for Good Reason outside of a Change of Control context), and (II) the remaining 1/3rd payable shall be paid upon the occurrence of the Change of Control (or if later, upon the execution of the release described in Section 7.j. and such release becoming irrevocable). (B) Pay to Xxxxx any unpaid expense reimbursement upon presentation by Xxxxx of an accounting of such expenses in accordance with normal Company practices but no later than March 15 of the year following the year of termination, (C) Vest any unvested Company stock options, SARs, and restricted stock (excluding LTIP shares under the Company’s long-term incentive plan), (D) Make any other payments or provide any benefits earned under this or any other employment agreement or plan, including the Company’s long-term incentive plan (including LTIP shares under the Company’s long-term incentive plan), (E) Pay or reimburse on a monthly basis the premiums required to continue Xxxxx’x (and, to the extent applicable, Xxxxx’x spouse’s and dependent children’s) Company group health care coverage for a period of the lesser of (i) thirty-six (36) months following Xxxxx’x Termination Date, or (ii) until such time as Participant is eligible for group health care coverage provided by any successor employer, provided that Xxxxx or Xxxxx’x spouse or dependent children, as applicable, elect coverage under COBRA. If necessary to avoid inclusion in taxable income by Xxxxx of the value of in-kind benefits, or if coverage cannot be provided under COBRA or the Company’s health and welfare plans, such health care continuation premiums shall be provided in the form of taxable payments to Xxxxx, which payments shall be made without regard to whether Xxxxx elects to continue and remain eligible for such coverage under COBRA, and in which event the Company shall pay to Xxxxx an amount each month equal to (i) the applicable monthly COBRA premium under the Company’s group health plan plus (ii) an additional amount of cash equal to A/(1-R)-A, where A is the amount of the applicable monthly COBRA premium, and R is the sum of the maximum federal individual income tax rate then applicable to ordinary income and the maximum individual Colorado income tax rate then applicable to ordinary income, and (F) In the event Xxxxx’x Termination Date is coincident with or following a Change of Control, Conn’s (or its successor) terminates Executive’s employment other than for Cause or as a result of Executive’s death or Disability, or Executive voluntarily terminates his employment for Good Reason, Conn’s will pay the following amounts and provide the following benefits: (i) A lump-sum cash payment to Xxxxx any reasonable legal fees incurred by Xxxxx in an amount equal seeking to three (3) times the Executive’s Base Salary, payable not later than ten (10) days following (A) Executive’s termination (if Executive’s employment terminates on or after the date of the Change of Control), or (B) the date of the Change of Control (if Executive’s employment terminates during the one-year period prior to the date of the Change of Control). Notwithstanding the provisions of Section 3(c)(i)(B), the amount payable to Executive enforce any legal right under this Section 3(c)(i) shall be reduced by the payments, Agreement if any, received by Executive pursuant to Section 3(b)(i)Xxxxx substantially prevails in such action. (ii) During the eighteen (18) month period following such termination (the “Change of Control Severance Period”), Executive shall receive continued coverage under the Conn’s medical, dental, life, disability, and other employee welfare benefit plans in which senior executives of Conn’s are eligible to participate, to the extent Executive is eligible under the terms of such plans immediately prior to Executive’s termination. For purposes of clarity, during the term of this Agreement Conn’s shall provide Executive coverage under a major medical plan. Conn’s obligation to provide the foregoing benefits shall terminate upon Executive’s becoming eligible for comparable employee welfare benefits under a plan or arrangement provided by a new employer. Executive agrees to promptly notify Conn’s of any such employment and the material terms of any employee welfare benefits offered to Executive in connection with such employment. (iii) All awards held by Executive under the Conn’s Amended and Restated 2003 Incentive Stock Option Plan and/or the Conn’s 2011 Omnibus Incentive Plan shall immediately vest and, if applicable, continue to be exercisable during the Change of Control Severance Period as if Executive had remained an employee of Conn’s. The terms of this Section 3(c) are continuing in nature and shall survive until the one (1) year anniversary of the earlier of Executive’s termination of employment or termination of this Agreement.

Termination in Connection with a Change of Control. If during (i) the two (2) year period that begins on the date that is one (1) year prior to a Change of Control and ends on that date which is one (1) year following a Change of Control, Conn’s (or its successor) terminates Executive’s employment is terminated by the Company other than for Cause or as a result of Executive’s death by the Executive for Good Reason during the Effective Period or Disability, or (ii) the Executive voluntarily terminates his employment for Good Reasonany reason during the Window Period, Conn’s will pay then the Executive shall be entitled to receive the following amounts and provide from the following benefitsCompany: (i) A lump-All amounts and benefits described in Section 7(a)(i) above; (ii) Within 10 days after the Date of Termination, a lump sum cash payment equal to the Highest Annual Bonus multiplied by the fraction obtained by dividing the number of days in the year through the Date of Termination by 365; (iii) Within 10 days after the Date of Termination, a lump sum cash payment in an amount equal to the product of three (3) times the sum of (A) the Executive’s Base SalarySalary then in effect (determined without regard to any reduction in such Base Salary constituting Good Reason) and (B) the Highest Annual Bonus; (iv) For three years from the Date of Termination, payable not later than ten (10) days following the Company shall either (A) Executivearrange to provide the Executive and his dependents, at the Company’s termination cost (if Executive’s employment terminates on except to the extent such cost was borne by the Executive prior to the Date of Termination), with life, disability, medical and dental coverage, whether insured or after not insured, providing substantially similar benefits to those which the date Executive and his dependents were receiving immediately prior to the Date of the Change of Control)Termination, or (B) the date in lieu of the Change of Control (if Executive’s employment terminates during the one-year period prior providing such coverage, pay to the date of Executive no less frequently than quarterly in advance an amount which, after taxes, is sufficient for the Change of ControlExecutive to purchase equivalent benefits coverage referred to in clause (A). Notwithstanding ; provided, however, that the provisions of Section 3(c)(i)(B), the amount payable to Executive Company’s obligation under this Section 3(c)(i7(c)(iv) shall be reduced by the payments, if any, received by Executive pursuant to Section 3(b)(i). (ii) During the eighteen (18) month period following such termination (the “Change of Control Severance Period”), Executive shall receive continued coverage under the Conn’s medical, dental, life, disability, and other employee welfare benefit plans in which senior executives of Conn’s are eligible to participate, to the extent Executive is eligible under the terms of such plans immediately prior to Executive’s termination. For purposes of clarity, during the term of this Agreement Conn’s shall provide Executive coverage under that substantially similar coverages (determined on a major medical plan. Conn’s obligation to provide the foregoing benefits shall terminate upon Executive’s becoming eligible for comparable employee welfare benefits under a plan or arrangement benefit-by-benefit basis) are provided by a new subsequent employer. Executive agrees ; (v) Notwithstanding any provision to promptly notify Conn’s of the contrary in any such employment stock option agreement between the Company and the material terms of any employee welfare benefits offered Executive, all options to Executive in connection with such employment. (iii) All awards acquire Company stock held by the Executive under shall accelerate and become fully vested upon the Conn’s Amended Date of Termination (and Restated 2003 Incentive Stock Option Plan and/or the Conn’s 2011 Omnibus Incentive Plan all options shall immediately vest andthereupon become fully exercisable), if applicable, and all stock options shall continue to be exercisable during for the Change remainder of Control Severance Period as if Executive had remained an employee of Conn’s. The terms of this Section 3(ctheir stated terms; (vi) are continuing Any other additional benefits then due or earned in nature accordance with applicable plans and shall survive until the one (1) year anniversary programs of the earlier Company; and (vii) The Company will provide out-placement counseling assistance in the form of Executive’s termination reimbursement of employment or termination the reasonable expenses incurred for such assistance within the 12-month period following the Date of this AgreementTermination. Such reimbursement amount shall not exceed $40,000.

Termination in Connection with a Change of Control. If during the two (2) year period that begins on the date that is one (1) year prior to a Change of Control and ends on that date which is one (1) year following a Change of Control, Conn’s (or its successor) Corporation terminates Executive’s employment other than for Cause or as a result of Executive’s death or Disabilitywithout Cause, or Executive voluntarily terminates his employment for Good Reason, Conn’s will pay in either case within the three (3) months prior to or the eighteen (18) months following amounts and provide the following benefitsa Change of Control, then Executive shall be entitled to receive: (i) A lump-sum cash the Accrued Benefits; (ii) a severance payment in an amount equal to three two (32) times the Executive’s Base Salary, payable not later than ten (10) days following sum of (A) Executive’s Base Salary as of the date of termination (if excluding any reduction in Base Salary that resulted in Executive’s termination for Good Reason, unless Executive has waived his right to terminate for Good Reason as provided herein) plus (B) Executive’s Target Bonus for the year of termination. Such severance payment shall made over the six (6) month period beginning on the first regular payroll date of the Corporation following thirty (30) days after Executive’s date of termination of employment terminates (subject to Section 8.h), with payments made to Executive in equal installments during each of the Corporation’s usual pay periods during such six (6) month period; (iii) a pro-rata portion of the Annual Bonus amount for the year of termination equal to the Annual Bonus that would have been payable to Executive under Section 4.b for the year of termination if Executive had not terminated employment, pro-rated based on the number of days in such fiscal year that Executive is employed by the Corporation. The pro-rata Annual Bonus amount payable to Executive hereunder, if any, shall be paid under the same terms and conditions and at the time such bonus would normally be payable to Executive under Section 4.b as though Executive had not been terminated; (iv) the Corporation shall pay or promptly reimburse Executive for all reasonable relocation expenses that he incurs through the first (1st) anniversary of his date of termination in connection with his relocation from the Danbury, Connecticut area back to Houston, Texas (or such other city in Executive’s discretion, provided that the expense shall not exceed the expense of relocating to Houston, Texas). The reasonable expenses that the Corporation shall pay or reimburse shall be limited to the same type that are payable or reimbursable under the Corporation’s relocation policy and shall not exceed $200,000; (v) accelerated vesting of all outstanding equity awards, with any unearned performance awards as of the date of Executive’s termination deemed earned at target; and (vi) continued coverage of Executive and his dependents (as applicable) during the twenty-four (24) month period following his termination of employment under the Corporation’s group health and dental insurance plans to the extent that such benefits were in effect for Executive and his family as of the date of Executive’s termination, subject to Executive’s timely election of group health and/or dental continuation coverage pursuant to COBRA or similar state laws. The Corporation shall be responsible for payment of all premiums necessary to maintain these benefits during such period of coverage. Benefit continuation under this paragraph shall be concurrent with any coverage under the Corporation’s plans pursuant to COBRA or similar state laws. Such benefits shall be terminated prior to the expiration of the twenty-four (24) month continuation period to the extent Executive has obtained new employment and is covered by benefits which in the aggregate are comparable to such continued benefits. Executive shall promptly notify the Corporation when he becomes employed after the date of his termination with the Change Corporation and shall provide such reasonable cooperation as the Corporation requests with respect to determining whether Executive is covered by comparable benefits with such new employer. If the health or dental benefits are fully insured, and the provision of Control)such benefits under this paragraph would subject the Corporation or its benefits arrangements to a penalty or adverse tax treatment, then the Corporation shall provide a cash payment to Executive in an amount reasonably determined by the Corporation to be equivalent to the COBRA premiums for such benefits. If the health or (Bdental benefits are self-insured, and the provision of such benefits under this paragraph is considered discriminatory under Code Section 105(h) and/or not exempt from the date requirements of Section 409A of the Change of Control (if Executive’s employment terminates during the one-year period prior to the date of the Change of Control). Notwithstanding the provisions of Section 3(c)(i)(B)Code, the amount payable to Executive under this Section 3(c)(i) shall be reduced by the payments, if any, received by Executive pursuant to Section 3(b)(i). (ii) During the eighteen (18) month period following such termination (the “Change of Control Severance Period”), Executive shall receive continued coverage under the Conn’s medical, dental, life, disability, and other employee welfare benefit plans in which senior executives of Conn’s are eligible to participate, then to the extent required by applicable tax law, Executive is eligible under acknowledges that the terms value of the premiums paid by the Corporation hereunder shall be considered taxable wages to Executive, and the Corporation shall be permitted to withhold applicable taxes with respect to such wages from other amounts owed to Executive, or require Executive to make satisfactory arrangements with the Corporation for the payment of such plans immediately prior to Executive’s termination. For purposes of clarity, during the term of this Agreement Conn’s shall provide Executive coverage under a major medical plan. Conn’s obligation to provide the foregoing benefits shall terminate upon Executive’s becoming eligible for comparable employee welfare benefits under a plan or arrangement provided by a new employer. Executive agrees to promptly notify Conn’s of any such employment and the material terms of any employee welfare benefits offered to Executive in connection with such employmentwithholding taxes. (iii) All awards held by Executive under the Conn’s Amended and Restated 2003 Incentive Stock Option Plan and/or the Conn’s 2011 Omnibus Incentive Plan shall immediately vest and, if applicable, continue to be exercisable during the Change of Control Severance Period as if Executive had remained an employee of Conn’s. The terms of this Section 3(c) are continuing in nature and shall survive until the one (1) year anniversary of the earlier of Executive’s termination of employment or termination of this Agreement.

Termination in Connection with a Change of Control. If during the two (2) year period that begins on the date that is one (1) year prior to a Change of Control and ends on that date which is one (1) year following a Change of Control, Conn’s (or its successor) terminates Executive’s employment other than (A) for Cause or (B) as a result of Executive’s death or Disability, or Executive voluntarily terminates his her employment for Good Reason, then subject to Executive’s execution and non-revocation of a release of claims pursuant to Section 3(e), Conn’s will pay the following amounts and provide the following benefits: (i) A lump-sum cash payment in an amount equal to three (3) times the Executive’s Base Salary, which, subject to Section 16, shall be payable not later than ten (10) 60 days following (A) Executive’s termination (if Executive’s employment terminates on or after the date of the Change of Control), or (B) the date of the Change of Control (if Executive’s employment terminates during the one-year period prior to the date of the Change of Control); provided, however, that if the Change of Control is not a “change in control event,” within the meaning of Treasury Regulations issued under Section 409A of the Code, then such amount shall be paid in monthly installments over a period of three years, rather than a lump sum payment. Notwithstanding the provisions of Section 3(c)(i)(B), the amount payable to Executive under this Section 3(c)(i) shall be reduced by the payments, if any, received by Executive pursuant to Section 3(b)(i). (ii) During the eighteen (18) month period following such termination (the “Change of Control Severance Period”), Executive shall receive continued coverage under an annual cash bonus for the Conn’s medicalyear of termination, dental, life, disability, and other employee welfare benefit plans in which senior executives of Conn’s are eligible to participate, to the extent Executive is eligible under the terms of such plans immediately prior shall be equal to Executive’s target annual bonus as in effect for the year of termination, subject, however, to proration based on the number of days in the applicable performance period that had elapsed prior to the date of termination. For purposes of clarity, during the term of this Agreement Conn’s Such bonus amount shall provide Executive coverage under a major medical plan. Conn’s obligation to provide the foregoing benefits shall terminate upon Executive’s becoming eligible for comparable employee welfare benefits under a plan or arrangement provided by a new employer. Executive agrees to promptly notify Conn’s of any such employment and the material terms of any employee welfare benefits offered be paid to Executive in connection with such employmentwithin 60 days following the date of termination. (iii) Conn’s will offer the Executive and any eligible family members the opportunity to elect to continue medical and dental coverage pursuant to COBRA. The Executive will be responsible for paying the required monthly premium for that coverage, but Conn’s will pay the Executive a lump sum cash stipend equal to 24 times the portion of the monthly premium that would have been paid by Conn’s for the same level of health and dental coverage the Executive had in effect immediately prior to her termination if the Executive were actively employed by Conn’s, and the Executive may, but is not required to, choose to use the stipend for the payment of COBRA premiums for any COBRA coverage that the Executive or eligible family members may elect. Conn’s will pay the stipend to the Executive within 60 days after Executive’s termination of employment, or such later date required under Section 16, whether or not the Executive or any eligible family member elects COBRA coverage, whether or not the Executive continues COBRA coverage for the maximum period permitted by law, and whether or not the Executive receives medical or dental coverage from another employer while the Executive is receiving COBRA continuation coverage. Payment of the stipend will not in any way extend or modify the Executive’s continuation coverage rights under COBRA or any similar continuation coverage law. (iv) All awards held by Executive under the Conn’s Amended and Restated 2003 Incentive Stock Option Plan and/or the Conn’s 2011 ’s, Inc. 2020 Omnibus Incentive Plan shall immediately vest based on the greater of the target number of shares and the number of shares that would vest based on actual company performance and, if applicable, continue to be exercisable during the Change 24-month period following the date of Control Severance Period termination as if Executive had remained an employee of Conn’s. The terms of this Section 3(c) are continuing in nature and shall survive until the one (1) year anniversary of the earlier of Executive’s termination of employment or termination of this Agreement.

Termination in Connection with a Change of Control. If during Executive’s employment is terminated by the two Company without Cause or by Executive for Good Reason within six (26) year period that begins on the date that is one (1) year months prior to a Change of Control and ends on that date which is one or twelve (112) year months following a Change of Control, Conn’s (Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or its successor) terminates Executive’s employment other than for Cause or as a result program of Executive’s death or Disabilitythe Company, or Executive voluntarily terminates his employment for Good Reason, Conn’s will pay the following amounts and provide the following benefitsbenefits provided below: (iA) A lump-sum cash payment the Company shall pay to Executive his fully earned but unpaid base salary, when due, through the date of termination at the rate then in effect, plus all other amounts to which Executive is entitled under any compensation plan or practice of the Company at the time of termination; (B) Executive shall be entitled to receive severance pay in an amount equal to three the sum of: (3) times the Executive’s Base Salary, payable not later than ten (10) days following (A1) Executive’s termination (if Executive’s employment terminates on or after the date of the Change of Control), or (B) the date of the Change of Control (if Executive’s employment terminates during the one-year period monthly base salary as in effect immediately prior to the date of the Change of Control). Notwithstanding the provisions of Section 3(c)(i)(B), the amount payable to Executive under this Section 3(c)(i) shall be reduced by the payments, if any, received by Executive pursuant to Section 3(b)(i). (ii) During termination for the eighteen (18) month period following such the date of termination, payable over the eighteen (18) month period commencing on the date of termination in equal monthly installments, plus (the “Change of Control Severance Period”), Executive shall receive continued coverage under the Conn’s medical, dental, life, disability, and other employee welfare benefit plans in which senior executives of Conn’s are eligible to participate, to the extent Executive is eligible under the terms of such plans immediately prior 2) an amount equal to Executive’s termination. For purposes Bonus for the year in which the date of claritytermination occurs, during payable over the term eighteen (18) month period commencing on the date of this Agreement Conn’s shall provide Executive coverage under a major medical plan. Conn’s obligation to provide the foregoing benefits shall terminate upon Executive’s becoming eligible for comparable employee welfare benefits under a plan or arrangement provided by a new employer. Executive agrees to promptly notify Conn’s of any such employment and the material terms of any employee welfare benefits offered to Executive termination in connection with such employment.equal monthly installments; (iiiC) All awards held by Executive under for the Conn’s Amended period beginning on the date of termination and Restated 2003 Incentive Stock Option Plan and/or ending on the Conn’s 2011 Omnibus Incentive Plan shall immediately vest anddate which is eighteen (18) full months following the date of termination (or, if applicableearlier, continue to be exercisable during the Change of Control Severance Period as if Executive had remained an employee of Conn’s. The terms of this Section 3(c) are continuing in nature and shall survive until date on which the one applicable continuation period under COBRA expires), (1) year anniversary reimburse Executive for the costs associated with continuation coverage pursuant to COBRA for Executive and his eligible dependents who were covered under the Company’s health plans as of the earlier date of Executive’s termination (provided that Executive shall be solely responsible for all matters relating to his continuation of coverage pursuant to COBRA, including, without limitation, his election of such coverage and his timely payment of premiums), and (2) pay for and provide Executive and such eligible dependents with life insurance benefits coverage to the extent such Executive and/or such dependents were receiving such benefits prior to the date of Executive’s termination; (D) Executive shall be entitled to executive-level outplacement services at the Company’s expense, not to exceed $15,000. Such services shall be provided by a firm selected by Executive from a list compiled by the Company; and (E) The payments and benefits provided for in this Section 5(d)(ii) shall only be payable in the event Executive’s employment is terminated by the Company without Cause or termination by Executive for Good Reason within six (6) months prior to or twelve (12) months following a Change of Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason prior to a Change of Control and such Change of Control is not consummated within six (6) months following such termination, then Executive shall receive the payments and benefits described in Section 5(d)(i) and shall not be eligible to receive any of the payments and benefits described in this AgreementSection 5(d)(ii).

Termination in Connection with a Change of Control. If during the two (2a) year period that begins on the date that is one (1) year prior to Upon a Change of Control and ends on that date which is one (whether or not there shall be a termination of employment under clauses (i) or (ii) of Section 5.7(b) below): (1) all outstanding options granted to Executive pursuant to this Agreement shall become vested and shall be exercisable in accordance with the terms thereof; (2) all amounts credited to Executive's account in respect of dividend equivalent rights shall become vested; and (3) all restricted Shares granted to Executive pursuant to this Agreement shall become vested. (b) If Executive's employment by the Trust is terminated (i) by the Trust without Cause following a Change of Control or within the one-year period preceding a Change of Control, or (ii) by Executive for Good Reason within six months following a Change of Control: (1) Executive shall be entitled to receive the payments and other benefits provided under whichever of Sections 5.4 and 5.6 of this Agreement shall be applicable. In the event it is determined that any payment or distribution by the Trust or its affiliates to or for the benefit of Executive (determined without regard to any additional payments required under this Section) is subject to the excise tax imposed by section 4999 of the Code (the "Excise Tax"), Conn’s then Executive shall be entitled to reduce the amount of such payments or distributions to the extent necessary to avoid the imposition of any Excise Tax. In the alternative, Executive shall be entitled to receive an additional payment (the "Tax Reimbursement") from the Trust in an amount equal to one-half of the Excise Tax imposed upon the payments or distributions. The Tax Reimbursement shall not be grossed-up to cover income or employment taxes assessed upon it. Executive shall notify the Trust in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Trust of the Tax Reimbursement. Such notification shall be given as soon as practicable but no later than 10 business days after Executive is informed in writing of such claim. The notification shall apprise the Trust of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which he gives such notice to the Trust (or its successor) terminates Executive’s employment other than for Cause or as a result such shorter period ending on the date that any payment of Executive’s death or DisabilityExcise Tax with respect to such claim is due). If the Trust notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, or Executive voluntarily terminates his employment for Good Reason, Conn’s will pay the following amounts and provide the following benefitsshall: (i) A lump-sum cash payment in an amount equal to three (3) times give the Executive’s Base Salary, payable not later than ten (10) days following (A) Executive’s termination (if Executive’s employment terminates on or after the date of the Change of Control), or (B) the date of the Change of Control (if Executive’s employment terminates during the one-year period prior to the date of the Change of Control). Notwithstanding the provisions of Section 3(c)(i)(B), the amount payable to Executive under this Section 3(c)(i) shall be reduced Trust any information reasonably requested by the payments, if any, received by Executive pursuant Trust relating to Section 3(b)(i).such claim; (ii) During the eighteen (18) month period following take such termination (the “Change of Control Severance Period”), Executive shall receive continued coverage under the Conn’s medical, dental, life, disability, and other employee welfare benefit plans in which senior executives of Conn’s are eligible to participate, to the extent Executive is eligible under the terms of such plans immediately prior to Executive’s termination. For purposes of clarity, during the term of this Agreement Conn’s shall provide Executive coverage under a major medical plan. Conn’s obligation to provide the foregoing benefits shall terminate upon Executive’s becoming eligible for comparable employee welfare benefits under a plan or arrangement provided by a new employer. Executive agrees to promptly notify Conn’s of any such employment and the material terms of any employee welfare benefits offered to Executive action in connection with contesting such employment.claim as the Trust shall reasonably request from time to time, including, without limitation, accepting legal representation with respect to such claim by legal counsel selected by the Trust (who, without limitation, may regularly provide legal services to the Trust); (iii) All awards cooperate with the Trust in good faith in order to contest effectively such claim; and (iv) permit the Trust to participate in any proceedings relating to such claim. (2) Notwithstanding Sections 5.4 and 5.6 of this Agreement, all options held by Executive under the Conn’s Amended and Restated 2003 Incentive Stock Option Plan and/or the Conn’s 2011 Omnibus Incentive Plan shall immediately vest and, if applicable, continue to be remain exercisable during the Change of Control Severance Period as if Executive had remained an employee of Conn’s. The terms of this Section 3(c) are continuing in nature and shall survive until the one (1) year anniversary of the earlier of the expiration of the 10 year term of the option or 24 months after Executive’s 's termination of employment or termination of under this Agreementsubsection (b).

Termination in Connection with a Change of Control. If during In the event that the Company terminates Executive’s employment and this Agreement without Cause or if Executive terminates his employment and this Agreement for Good Reason within two (2) year period that begins on the date that is one (1) year prior to a Change of Control and ends on that date which is one (1) year years following a Change of Control, Conn’s (or its successor) terminates Executive’s employment other than for Cause or as a result then Executive shall be entitled to receive, instead of Executive’s death or Disabilitythe amounts set forth in Section 11(c), or Executive voluntarily terminates his employment for Good Reason, Conn’s will pay the following amounts and provide the following benefitsfollowing: (i) A lump-a lump sum cash payment in an amount of the Accrued Obligations within five (5) days following the date of termination; (ii) a lump sum payment of severance pay equal to the sum of (A) three (3) times his Base Salary (at the Executive’s Base Salary, payable not later than ten (10rate then in effect) days following (A) Executive’s termination (if Executive’s employment terminates on or after the date of the Change of Control), or and (B) three times an amount equal to the date of the Change of Control (if Executive’s employment terminates highest Bonus paid to Executive at any time during the one-three (3) year period prior to the Change in Control, such amount to be paid within sixty (60) days following the date of termination, provided, however, that if the Change in Control is not a change in control within the meaning of Controlsuch term under Section 409A, in lieu of a lump sum payment, such severance pay shall be paid in twenty-four (24) monthly payments, commencing within sixty (60) days following Executive’s termination of employment, each of which shall be equal to one twenty-fourth (1/24) of the amount that would otherwise be paid in a lump sum; and (iii) continued health and other welfare benefits in accordance with Section 11(c). Notwithstanding In the provisions event that Executive is entitled to receive the payments described under Section 11(e)(ii) in the form of Section 3(c)(i)(B)installment payments and the commencement of such payments is delayed beyond the Normal Severance Payment Date, then the amount payable to Executive under this Section 3(c)(i) payment date for all subsequent payments shall be reduced by determined as if the paymentsinstallments had commenced on the Normal Severance Payment Date. All other benefits, if any, received by due Executive pursuant to Section 3(b)(i). (ii) During the eighteen (18) month period following such termination (the “Change of Control Severance Period”), Executive shall receive continued coverage under the Conn’s medical, dental, life, disability, and other employee welfare benefit plans in which senior executives of Conn’s are eligible to participate, to the extent Executive is eligible under the terms of such plans immediately prior to Executive’s termination. For purposes of clarity, during the term of this Agreement Conn’s shall provide Executive coverage under a major medical plan. Conn’s obligation to provide the foregoing benefits shall terminate upon Executive’s becoming eligible for comparable employee welfare benefits under a plan or arrangement provided by a new employer. Executive agrees to promptly notify Conn’s of any such employment and the material terms of any employee welfare benefits offered to Executive in connection with such employment. (iii) All awards held by Executive under the Conn’s Amended and Restated 2003 Incentive Stock Option Plan and/or the Conn’s 2011 Omnibus Incentive Plan shall immediately vest and, if applicable, continue to be exercisable during the Change of Control Severance Period as if Executive had remained an employee of Conn’s. The terms of this Section 3(c) are continuing in nature and shall survive until the one (1) year anniversary of the earlier of Executive’s termination of employment by the Company without Cause or termination by Executive for Good Reason under the circumstances described in this Section 11(e) shall be determined in accordance with the plans, policies and practices of the Company. For purposes of this Agreement, a “Change of Control” shall be deemed to have occurred on the first day that any one or more of the following conditions has been satisfied: (i) a report on Schedule 13D being filed with the Securities and Exchange Commission pursuant to Section 13(d) of the Securities and Exchange Act of 1934 (the “Exchange Act”) disclosing that any “person” (within the meaning of Section 13(d) of the Exchange Act), other than the Company or any of its subsidiaries or any employee benefit plan sponsored by the Company or any of its subsidiaries, is the “beneficial owner” (as such term is described in Rule 13d-3 of the Exchange Act) directly or indirectly of twenty (20%) or more of the outstanding common stock of the Company; (ii) any “person” (within the meaning of Section 13(d) of the Exchange Act), other than the Company or any of its subsidiaries or any employee benefit plan sponsored by the Company or any of its subsidiaries, shall purchase shares pursuant to a tender offer or exchange offer to acquire any common stock of the Company (or securities convertible into common stock of the Company) for cash, securities or any other consideration, provided that after consummation of the offer, the person in question is the “beneficial owner” (as such term is described in Rule 13d-3 of the Exchange Act) directly or indirectly, of fifteen percent (15%) or more of the outstanding common stock of the Company (calculated as provided in paragraph (d) of Rule 13d-3 under the Exchange Act in the case of rights to acquire common stock); (iii) the stockholders of the Company approve (A) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of common stock of the Company would be converted into cash, securities or other property, other than a merger of the Company in which holders of common stock of the Company immediately prior to the merger have the same proportionate ownership of common stock of the surviving corporation immediately after the merger as immediately before or (B) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets of the Company; or (iv) a change in the majority of the members of the Board within a twelve (12) month period unless the election or nomination for election by the Company’s stockholders of each new director during such twelve month period was approved by the vote of two-thirds ( 2/3) of the directors then still in office who were directors at the beginning of such twelve (12) month period.

Termination in Connection with a Change of Control. If during the two (2) year period that begins on the date that is one (1) year prior to a Change of Control and ends on that date which is one (1) year following a Change of Control, Conn’s (or its successor) terminates Executive’s employment other than (A) for Cause or (B) as a result of Executive’s death or Disability, or Executive voluntarily terminates his employment for Good Reason, then subject to Executive’s execution and non-revocation of a release of claims pursuant to Section 3(d), Conn’s will pay the following amounts and provide the following benefits: (i) A lump-sum cash payment in an amount equal to three (3) times the Executive’s Base Salary, which, subject to Section 16, shall be payable not later than ten (10) sixty (60) days following (A) Executive’s termination (if Executive’s employment terminates on or after the date of the Change of Control), or (B) the date of the Change of Control (if Executive’s employment terminates during the one-year period prior to the date of the Change of Control); provided, however, that if the Change of Control is not a “change in control event,” within the meaning of Treasury Regulations issued under Section 409A of the Code, then such amount shall be paid in monthly installments over a period of three years, rather than a lump sum payment. Notwithstanding the provisions of Section 3(c)(i)(B), the amount payable to Executive under this Section 3(c)(i) shall be reduced by the payments, if any, received by Executive pursuant to Section 3(b)(i). (ii) During the eighteen (18) month period following such termination (the “Change of Control Severance Period”), Executive shall receive continued coverage under the Conn’s medicalwill offer the Executive and any eligible family members the opportunity to elect to continue medical and dental coverage pursuant to COBRA. The Executive will be responsible for paying the required monthly premium for that coverage, dental, life, disability, and other employee welfare benefit plans in which senior executives of but Conn’s are eligible will pay the Executive a lump sum cash stipend equal to participate, to 24 times the extent portion of the monthly premium that would have been paid by Conn’s for the same level of health and dental coverage the Executive is eligible under the terms of such plans had in effect immediately prior to Executive’s termination. For purposes his termination if the Executive were actively employed by Conn’s, and the Executive may, but is not required to, choose to use the stipend for the payment of clarity, during COBRA premiums for any COBRA coverage that the term of this Agreement Conn’s shall provide Executive coverage under a major medical planor eligible family members may elect. Conn’s obligation will pay the stipend to provide the foregoing benefits shall terminate upon Executive within sixty (60) days after Executive’s becoming termination of employment, or such later date required under Section 16, whether or not the Executive or any eligible family member elects COBRA coverage, whether or not the Executive continues COBRA coverage for comparable employee welfare benefits the maximum period permitted by law, and whether or not the Executive receives medical or dental coverage from another employer while the Executive is receiving COBRA continuation coverage. Payment of the stipend will not in any way extend or modify the Executive’s continuation coverage rights under a plan COBRA or arrangement provided by a new employer. Executive agrees to promptly notify Conn’s of any such employment and the material terms of any employee welfare benefits offered to Executive in connection with such employmentsimilar continuation coverage law. (iii) All awards held by Executive under the Conn’s Amended and Restated 2003 Incentive Stock Option Plan and/or the Conn’s 2011 Omnibus Incentive Plan shall immediately vest and, if applicable, continue to be exercisable during the Change 24-month period following the date of Control Severance Period termination as if Executive had remained an employee of Conn’s. The terms of this Section 3(c) are continuing in nature and shall survive until the one (1) year anniversary of the earlier of Executive’s termination of employment or termination of this Agreement.