Common use of Termination Notice and Procedure Clause in Contracts

Termination Notice and Procedure. Any Covered Termination by the Company or the Executive (other than a termination of the Executive’s employment that is a Covered Termination by virtue of Section 2(b)) shall be communicated by a written notice of termination (“Notice of Termination”) to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 23: (a) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office. (c) If the Notice is given by the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after the date fifteen days after the delivery of Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s rights hereunder. (d) The Executive shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (e) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such period, the contents of the Notice of Termination shall become final and not subject to dispute.

Termination Notice and Procedure. Any Covered Termination by the Company or the Executive Employee (other than a termination of the ExecutiveEmployee’s employment that is a Covered Termination by virtue of Section Subsection 2(b)) hereof) shall be communicated by a written notice of termination (“Notice of Termination”) to the ExecutiveEmployee, if such Notice is given by the Company, and to the Company, if such Notice is given by the ExecutiveEmployee, all in accordance with the following procedures and those set forth in Section 2324 hereof: (a) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the ExecutiveEmployee, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office. (c) If the Notice is given by the Executive Employee for Good Reason, the Executive Employee may cease performing his the Employee’s duties hereunder on or after the date fifteen 15 days after the delivery of Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive Employee may cease performing his the Employee’s duties hereunder on the date of receipt of the Notice of Termination, subject to the ExecutiveEmployee’s rights hereunder. (d) The Executive Employee shall have thirty 30 days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the ExecutiveEmployee’s employment for Cause under this Agreement pursuant to Section 1(f)(iii)Subsection 1(f) (iii) hereof. (e) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 hereof written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen 15 days after receipt thereof; provided, however, that if the ExecutiveEmployee’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such period, the contents of the Notice of Termination shall become final and not subject to dispute.

Termination Notice and Procedure. Any Covered Termination by the Company or the Executive (other than a termination of the Executive’s employment that is a Covered Termination by virtue of Section 2(b)) shall be communicated by a written notice of termination (“Notice of Termination”) to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 2324: (a) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office. (c) If the Notice is given by the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after the date fifteen (15) days after the delivery of Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s rights hereunder. (d) The Executive shall have thirty (30) days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii1(g)(iii). (e) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 24 written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen 15 days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty 30 days. After the expiration of such period, the contents of the Notice of Termination shall become final and not subject to dispute.

Termination Notice and Procedure. Any Covered Termination termination by the Company or the Executive (other than a termination of the Executive’s 's employment that is a Covered Termination by virtue of Section 2(b)) during the Employment Period shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, if such Notice of Termination is given delivered by the Company, and to the Company, if such Notice of Termination is given delivered by the Executive, all in accordance with the following procedures and those set forth in Section 23procedures: (a) If such termination is for disability, Cause or Good Reason, the The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for such termination.; (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, be approved by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office.; (c) If the Executive shall in good faith furnish a Notice is given by of Termination for Good Reason and the Company notifies the Executive for Good Reasonthat a dispute exists concerning the termination, within the fifteen (15) day period following the Company's receipt of such notice, the Executive may cease performing his duties hereunder shall continue the Executive's employment during such dispute. If it is thereafter determined that (i) Good Reason did exist, the Executive's Termination Date shall be the earlier of (A) the date on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to Section 19, (B) the date of the Executive's death or (C) one day prior to the second (2nd) anniversary of a Change of Control, and the Executive's Termination Payment, if applicable, shall reflect events occurring after the date fifteen days Executive delivered the Executive's Notice of Termination; or (ii) Good Reason did not exist, the employment of the Executive shall continue after such determination as if the delivery of Executive had not delivered the Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s rights hereunder.asserting Good Reason; and (d) The If the Executive shall have thirty daysgives notice to terminate his or her employment for Good Reason and a dispute arises as to the validity of such dispute, or and the Executive does not continue his employment during such longer period as dispute, and it is finally determined that the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds reason for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (e) The recipient of any Notice of Termination shall personally deliver or mail set forth in accordance with Section 23 written notice of any dispute relating to such Notice of Termination to the party giving did not exist, if such Notice within fifteen days after receipt thereof; provided, however, that if notice was delivered by the Executive’s conduct or act alleged to provide grounds for termination by , the Company for Cause is curable, then such period Executive shall be thirty days. After deemed to have voluntarily terminated the expiration of such period, the contents of the Notice of Termination shall become final and not subject to disputeExecutive's employment other than for Good Reason.

Termination Notice and Procedure. Any Covered Termination termination by the Company or the Executive (other than a termination you of the Executive’s your employment that is a Covered Termination by virtue of Section 2(b)) shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, you if such Notice of Termination is given delivered by the Company, Company and to the Company, Company if such Notice of Termination is given delivered by the Executiveyou, all in accordance with the following procedures and those set forth in Section 23procedures: (a) If such termination is for disability, Cause or Good Reason, the The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to be in writing signed by the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors President of the Company (or any successor corporation) then a member of the Board who is not a Company employee, specifying in officedetail the basis for such termination. (c) If the Company shall furnish a Notice of Termination for Cause and you in good faith notify the Company that a dispute exists concerning such termination within the 15 day period following your receipt of such notice, you may elect to continue your employment during such dispute. If it is given by thereafter determined that Cause did exist, your “Termination Date” shall be the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after earlier of (i) the date fifteen days after on which the delivery dispute is finally determined, either by mutual written agreement of the parties or pursuant to the alternative dispute resolution provisions of Section 19 or (ii) the date of your death. If it is thereafter determined that Cause did not exist, your employment shall continue as if the Company had not delivered its Notice of Termination and there shall in any event cease employment on the be no Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date Date arising out of receipt of the Notice of Termination, subject to the Executive’s rights hereundersuch notice. (d) The Executive shall have thirty days, or such longer period as If the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (e) The recipient of any shall furnish a Notice of Termination shall personally deliver or mail by reason of Disability and you in accordance with Section 23 written notice good faith notify the Company that a dispute exists concerning such termination within the 15-day period following your receipt of any such notice, you may elect to continue your employment during such dispute. The dispute relating to such Notice the existence of Termination to a Disability shall be resolved by the party giving such Notice within fifteen days after receipt thereofopinion of the licensed physician selected by the Company; provided, however, that if you do not accept the Executive’s conduct or act alleged to provide grounds for termination opinion of the licensed physician selected by the Company, the dispute shall be resolved by the opinion of a licensed physician who shall be selected by you; provided further, however, that if the Company does not accept the opinion of the licensed physician selected by you, the dispute shall be finally resolved by the opinion of a licensed physician selected by the licensed physicians selected by the Company for Cause and you, respectively. If it is curablethereafter determined that a Disability did exist, then such period your Termination Date shall be thirty daysthe earlier of (i) the date on which the dispute is resolved or (ii) the date of your death. After If it is thereafter determined that a Disability did not exist, your employment shall continue as if the expiration of such period, the contents of the Company had not delivered its Notice of Termination and there shall become final and not subject be no Termination Date arising out of such notice. For purposes of this Agreement, “Disability” shall mean your inability to disputeperform your customary duties for the Company due to a physical or mental condition that is considered to be of long-lasting or indefinite duration.

Termination Notice and Procedure. (a) Any Covered Termination termination of the Executive's employment during the Employment Period by the Company or the Executive (other than a termination of the Executive’s 's employment that is a Covered Termination by virtue referenced in the second sentence of Section 2(b)the definition of "Effective Date" in Exhibit A) shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 2322: (ai) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (bii) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office, a copy of which shall accompany the Notice. (ciii) If the Notice is given by the Executive for Good Reason, then the Executive may cease performing his the Executive's duties hereunder on or after the date fifteen 15 days after the delivery of Notice of Termination (unless the Notice of Termination is based upon clause (vii) of the definition of "Good Reason" in Exhibit A, in which case the Executive may cease performing his duties at the time the Executive's employment is terminated) and shall in any event cease employment on the Termination Date, if any, arising from the delivery of such Notice. If the Notice is given by the Company, then the Executive may cease performing his the Executive's duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s 's rights hereunder. (d) The Executive shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (eiv) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 22 written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such periodfifteen days, the contents of the Notice of Termination shall become final and not subject to dispute. Notwithstanding the foregoing, (A) if the Executive terminates the Executive's employment after a Change in Control without complying with this Section 12, then the Executive will be deemed to have voluntarily terminated the Executive's employment other than for Good Reason and deemed to have delivered a written Notice of Termination to that effect to the Company as of the date of such termination and (B) if the Company terminates the Executive's employment after a Change in Control without complying with this Section 12, then the Company will be deemed to have terminated the Executive's employment other than by reason of death, disability or Cause and the Company will be deemed to have delivered a written Notice of Termination to that effect to the Executive as of the date of such termination. Under circumstances described in clause (B) above, the Executive may, but shall not be obligated to, also deliver a Notice of Termination based upon clause (vii) of the definition of "Good Reason" in Exhibit A for the purpose of subjecting such Notice to Section 12(a)(iv). (b) If a Change in Control occurs and the Executive's employment with the Employer terminates (whether by the Company, the Executive or otherwise) within 180 days prior to the Change in Control, then the Executive may assert that such termination is a Covered Termination by sending a written Notice of Termination to the Company at any time prior to the first anniversary of the Change in Control in accordance with the procedures set forth in this Section 12(b) and those set forth in Section 22. If the Executive asserts that the Executive

Termination Notice and Procedure. Any Covered Termination by the Company or the Executive (other than a termination of the Executive’s employment that is a Covered Termination by virtue of Section 2(b)) shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 23: (a) 13.1 If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) 13.2 Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office. (c) 13.3 If the Notice is given by the Executive for Good Reason, the Executive may cease performing his duties hereunder under this Agreement on or after the date fifteen days after the delivery of Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder under this Agreement on the date of receipt of the Notice of Termination, subject to the Executive’s 's rights hereunderunder this Agreement. (d) 13.4 The Executive shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s 's employment for Cause under this Agreement pursuant to Section 1(f)(iiiSubsection 1.4(iii). (e) 13.5 The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen days after receipt thereof; provided. However, however, that if the Executive’s 's conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such period, the contents of the Notice of Termination shall become final and not subject to dispute.

Termination Notice and Procedure. (a) Any Covered Termination termination of the Executive’s employment during the Employment Period by the Company or the Executive (other than a termination of the Executive’s employment that is a Covered Termination by virtue referenced in the second sentence of Section 2(b)the definition of “Effective Date” in Exhibit A) shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 2322: (ai) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (bii) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office, a copy of which shall accompany the Notice. (ciii) If the Notice is given by the Executive for Good Reason, then the Executive may cease performing his the Executive’s duties hereunder on or after the date fifteen 15 days after the delivery of Notice of Termination (unless the Notice of Termination is based upon clause (vii) of the definition of “Good Reason” in Exhibit A, in which case the Executive may cease performing his duties at the time the Executive’s employment is terminated) and shall in any event cease employment on the Termination Date, if any, arising from the delivery of such Notice. If the Notice is given by the Company, then the Executive may cease performing his the Executive’s duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s rights hereunder. (d) The Executive shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (eiv) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 22 written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such periodfifteen days, in the absence of such notice of dispute, the contents of the Notice of Termination shall become final and not subject to dispute. Notwithstanding the foregoing, (A) if the Executive terminates the Executive’s employment after a Change in Control without complying with this Section 12, then the Executive will be deemed to have voluntarily terminated the Executive’s employment other than for Good Reason and deemed to have delivered a written Notice of Termination to that effect to the Company as of the date of such termination and (B) if the Company terminates the Executive’s employment after a Change in Control without complying with this Section 12, then the Company will be deemed to have terminated the Executive’s employment other than by reason of death, disability or Cause and the Company will be deemed to have delivered a written Notice of Termination to that effect to the Executive as of the date of such termination. (b) If a Change in Control occurs and the Executive’s employment with the Employer terminates (whether by the Company, the Executive or otherwise) within 180 days prior to the Change in Control, then the Executive may assert that such termination is a Covered Termination by sending a written Notice of Termination to the Company at any time prior to the first anniversary of the Change in Control in accordance with the procedures set forth in this Section 12(b) and those set forth in Section 22. If the Executive asserts that the Executive terminated the Executive’s employment for Good Reason or that the Company terminated the Executive’s employment other than for disability or Cause, then the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such assertions. The Company shall, in accordance with Section 22, give written notice of any dispute relating to such Notice of Termination to the Executive within fifteen days after receipt thereof. After the expiration of such fifteen days, in the absence of such notice of dispute, the contents of the Notice of Termination shall become final and not subject to dispute.

Termination Notice and Procedure. Any Covered Termination by the Company or the Executive (other than a termination of the Executive’s employment that is a Covered Termination by virtue of Section 2(b)) shall be communicated by a written notice of termination (“Notice of Termination”) to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 2324: (a) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office. (c) If the Notice is given by the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after the date fifteen 15 days after the delivery of Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s rights hereunder. (d) The Executive shall have thirty 30 days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii1(g)(iii). (e) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 24 written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen 15 days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty 30 days. After the expiration of such period, the contents of the Notice of Termination shall become final and not subject to dispute.

Termination Notice and Procedure. Any Covered Termination by the Company or the Executive (other than a termination of the Executive’s 's employment that is a Covered Termination by virtue of Section 2(b)) shall be communicated by a written notice of termination (“"Notice of Termination”") to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 23: (a) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office. (c) If the Notice is given by the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after the date fifteen days after the delivery of Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s 's rights hereunder. (d) The Executive shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s 's employment for Cause under this Agreement pursuant to Section 1(f)(iii). (e) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the Executive’s 's conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such period, the contents of the Notice of Termination shall become final and not subject to dispute.

Termination Notice and Procedure. Any Covered Termination by the Company Employer or the Executive (other than a termination of the Executive’s employment that is a Covered Termination by virtue of Section 2(b)) shall be communicated by a written notice of termination (“Notice of Termination”) to the Executive, if such Notice of Termination is given by the CompanyEmployer, and to the CompanyEmployer, if such Notice of Termination is given by the Executive, all in accordance with the following procedures and those set forth in Section 2324: (a) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company Employer shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company Employer (or any successor corporation) then in office. (c) If the Notice is given by the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after the date fifteen days after the delivery of Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the CompanyEmployer, then the Executive may cease performing his duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s rights hereunder. (d) The Executive shall have thirty days, or such longer period as the Company Employer may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (e) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 24 written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen 15 days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company Employer for Cause is curable, then such period shall be thirty 30 days. After the expiration of such period, the contents of the Notice of Termination shall become final and not subject to dispute.

Termination Notice and Procedure. Any Covered Termination termination by the Company or the Executive (other than a termination you of the Executive’s your employment that is a Covered Termination by virtue of Section 2(b)) shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, you if such Notice of Termination is given delivered by the Company, Company and to the Company, Company if such Notice of Termination is given delivered by the Executiveyou, all in accordance with the following procedures and those set forth in Section 23procedures: (a) If such termination is for disability, Cause or Good Reason, the The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to be in writing signed by the giving thereof to the Executive, by a resolution duly adopted by a majority Chairman of the directors Board of Meritage specifying in detail the Company (or any successor corporation) then in officebasis for such termination. (c) If the Company shall furnish a Notice of Termination for Cause and you in good faith notify the Company that a dispute exists concerning such termination within the 15-day period following your receipt of such notice, you may elect to continue your employment during such dispute. If it is given by thereafter determined that (i) Cause did exist, your "Termination Date" shall be the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after earlier of (A) the date fifteen days after on which the delivery dispute is finally determined, either by mutual written agreement of the parties or pursuant to the alternative dispute resolution provisions of Section 17, or (B) the date of your death; or (ii) Cause did not exist, your employment shall continue as if the Company had not delivered its Notice of Termination and there shall in any event cease employment on the be no Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date Date arising out of receipt of the Notice of Termination, subject to the Executive’s rights hereundersuch notice. (d) The Executive shall have thirty days, or such longer period as If the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (e) The recipient of any shall furnish a Notice of Termination shall personally deliver or mail by reason of Disability and you in accordance with Section 23 written notice good faith notify the Company that a dispute exists concerning such termination within the 15-day period following your receipt of any such notice, you may elect to continue your employment during such dispute. The dispute relating to such Notice the existence of Termination to a Disability shall be resolved by the party giving such Notice within fifteen days after receipt thereof; opinion of the licensed physician selected by Meritage, provided, however, that if you do not accept the Executive’s conduct or act alleged to provide grounds for termination opinion of the licensed physician selected by Meritage, the dispute shall be resolved by the Company for Cause is curable, then such period opinion of a licensed physician who shall be thirty days. After selected by you; provided further, however, that if Meritage does not accept the expiration opinion of such periodthe licensed physician selected by you, the contents dispute shall be finally resolved by the opinion of a licensed physician selected by the licensed physicians selected by Meritage and you, respectively. If it is thereafter determined that (i) a Disability did exist, your Termination Date shall be the earlier of (A) the date on which the dispute is resolved, or (B) the date of your death, or (ii) a Disability did not exist, your employment shall continue as if the Company had not delivered its Notice of Termination and there shall become final and not subject be no Termination Date arising out of such notice. For purposes of this Agreement, "Disability" shall be given the meaning ascribed to disputesuch term in your Employment Agreement at the time the Disability determination is being made.

Termination Notice and Procedure. Any Covered Termination termination by the Company or the Executive (other than a termination you of the Executive’s your employment that is a Covered Termination by virtue of Section 2(b)) shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, you if such Notice of Termination is given delivered by the Company, Company and to the Company, Company if such Notice of Termination is given delivered by the Executiveyou, all in accordance with the following procedures and those set forth in Section 23procedures: (a) If such termination is for disability, Cause or Good Reason, the The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to be in writing signed by the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors President of the Company (or any successor corporation) then a member of the Board who is not a Company employee, specifying in officedetail the basis for such termination. (c) If the Company shall furnish a Notice of Termination for Cause and you in good faith notify the Company that a dispute exists concerning such termination within the 15 day period following your receipt of such notice, you may elect to continue your employment during such dispute. If it is given by the Executive for Good Reasonthereafter determined that Cause did exist, the Executive may cease performing his duties hereunder on or after date of your termination shall be the earlier of (i) the date fifteen days after on which the delivery dispute is finally determined, either by mutual written agreement of the parties or pursuant to the alternative dispute resolution provisions of Section 19 or (ii) the date of your death. If it is thereafter determined that Cause did not exist, your employment shall continue as if the Company had not delivered its Notice of Termination and there shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date be no termination arising out of receipt of the Notice of Termination, subject to the Executive’s rights hereundersuch notice. (d) The Executive shall have thirty days, or such longer period as If the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (e) The recipient of any shall furnish a Notice of Termination shall personally deliver or mail by reason of Disability and you in accordance with Section 23 written notice good faith notify the Company that a dispute exists concerning such termination within the 15-day period following your receipt of any such notice, you may elect to continue your employment during such dispute. The dispute relating to such Notice the existence of Termination to a Disability shall be resolved by the party giving such Notice within fifteen days after receipt thereofopinion of the licensed physician selected by the Company; provided, however, that if you do not accept the Executive’s conduct or act alleged to provide grounds for termination opinion of the licensed physician selected by the Company, the dispute shall be resolved by the opinion of a licensed physician who shall be selected by you; provided further, however, that if the Company does not accept the opinion of the licensed physician selected by you, the dispute shall be finally resolved by the opinion of a licensed physician selected by the licensed physicians selected by the Company for Cause and you, respectively. If it is curablethereafter determined that a Disability did exist, then such period the date of your termination shall be thirty daysthe earlier of (i) the date on which the dispute is resolved or (ii) the date of your death. After If it is thereafter determined that a Disability did not exist, your employment shall continue as if the expiration Company had not delivered its Notice of Termination and there shall be no termination date arising out of such periodnotice. For purposes of this Agreement, “Disability” shall mean your inability to perform your customary duties for the Company due to a physical or mental condition that is considered to be of long-lasting or indefinite duration. (e) If you in good faith furnish a Notice of Termination for Good Reason and the Company notifies you that a dispute exists concerning the termination within the 15-day period following the Company’s receipt of such notice, you may elect to continue your employment during such dispute. If it is thereafter determined that Good Reason did exist, the contents date of your termination shall be the earlier of (i) the date on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to the alternative dispute resolution provisions of Section 19, (ii) the date of your death, or (iii) the date of your termination by reason of Disability, and your payments hereunder shall reflect events occurring after you delivered Notice of Termination. If it is thereafter determined that Good Reason did not exist, you may continue your employment after such determination as if you had not delivered the Notice of Termination shall become final asserting Good Reason. (f) If you submit a Notice of Termination for Good Reason, the Company successfully contests the grounds you set forth in such Notice of Termination and you voluntarily terminated your employment prior to the resolution of the dispute for any reason other than Disability or death, you will be deemed to have voluntarily terminated your employment other than for Good Reason. If you elect to continue your employment pending resolution of the dispute regarding your Notice of Termination and the Company terminates your employment for any reason other than by reason of Disability or Cause pending resolution of such dispute, the Company will be deemed to have terminated your employment other than by reason of Disability or Cause. (g) If the Company submits a Notice of Termination for Cause, and you successfully contest the grounds set forth in such Notice of Termination, the Company will be deemed to have terminated you other than by reason of Disability or Cause if you do not subject elect to disputecontinue employment pending resolution of the dispute regarding your Notice of Termination.

Termination Notice and Procedure. Any Covered Termination termination by inTEST or you of your employment during the Company or the Executive (other than two years immediately following a termination Change of the Executive’s employment that is a Covered Termination by virtue of Section 2(b)) shall Control will be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, you if such Notice of Termination is given delivered by the Company, inTEST and to the Company, inTEST if such Notice of Termination is given delivered by the Executiveyou, all in accordance with the following procedures and those set forth in Section 23procedures: (a) If such termination is for disability, Cause or Good Reason, the The Notice of Termination shall will indicate the specific termination provision in this Agreement relied upon, if applicable, and will set forth in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by inTEST will be in writing signed by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority Chairman of the directors Board of the Company (or any successor corporation) then in officeinTEST. (c) If the Notice is given by the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after the date fifteen days after the delivery of inTEST furnishes you with a Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date of receipt of the or if you furnish inTEST with a Notice of Termination, subject and no good faith dispute exists regarding such termination, then the date of your termination will be the date such Notice of Termination is deemed given pursuant to the Executive’s rights hereunderSection 11 of this Agreement. (d) The Executive shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination If inTEST in good faith furnishes you with a Notice of the Executive’s employment Termination for Cause under this Agreement pursuant and you in good faith notify inTEST that a dispute exists concerning such termination within the 15-day period following your receipt of such notice, you may elect to Section 1(f)(iii)continue your employment during such dispute. If it is thereafter determined that (i) Cause did exist, the date of your termination will be the earlier of (A) the date on which the dispute is finally determined or (B) the date of your death or permanent disability; or (ii) Cause did not exist, your employment will continue as if inTEST had not delivered its Notice of Termination and there will be no termination arising out of such notice. (e) The recipient of any If you in good faith furnish a Notice of Termination shall personally deliver for Good Reason and inTEST notifies you that a dispute exists concerning the termination within the 15-day period following inTEST's receipt of such notice, you may elect to continue your employment during such dispute. If it is thereafter determined that (i) Good Reason did exist, your date of termination will be the earlier of (A) the date on which the dispute is finally determined or mail (B) the date of your death or permanent disability; or (ii) Good Reason did not exist, your employment will continue after such determination as if you had not delivered the Notice of Termination asserting Good Reason. If Good Reason is determined to exist, your salary, Variable Component and Benefits prior to such determination will be no less than your salary, Variable Component and benefits immediately prior to the Change of Control which gives rise to your right to receive Termination Benefits as provided in accordance with Section 23 written notice this Agreement. (f) If you do not elect to continue employment pending resolution of any a dispute relating to regarding a Notice of Termination, and it is finally determined that the reason for termination set forth in such Notice of Termination did not exist, if such notice was delivered by you, you will be deemed to the party giving such Notice within fifteen days after receipt thereof; providedhave voluntarily terminated your employment other than for Good Reason and if delivered by inTEST, however, that if the Executive’s conduct or act alleged inTEST will be deemed to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such period, the contents of the Notice of Termination shall become final and not subject to disputehave terminated you without Cause.

Termination Notice and Procedure. Any Covered Termination by the Company or the Executive (other than a termination of the Executive’s employment that is a Covered Termination by virtue of Section 2(b)) shall be communicated by a written notice of termination (“Notice of Termination”) to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 2324: (a) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office. (c) If the Notice is given by the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after the date fifteen days after the delivery of Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s rights hereunder. (d) The Executive shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (e) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 24 written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen 15 days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty 30 days. After the expiration of such period, the contents of the Notice of Termination shall become final and not subject to dispute.

Termination Notice and Procedure. Any Covered Termination termination by inTEST or you of your employment during the Company or the Executive (other than two years immediately following a termination Change of the Executive’s employment that is a Covered Termination by virtue of Section 2(b)) shall Control will be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, you if such Notice of Termination is given delivered by the Company, inTEST and to the Company, inTEST if such Notice of Termination is given delivered by the Executiveyou, all in accordance with the following procedures and those set forth in Section 23procedures: (a) If such termination is for disability, Cause or Good Reason, the The Notice of Termination shall will indicate the specific termination provision in this Agreement relied upon, if applicable, and will set forth in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by inTEST will be in writing signed by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority Chief Executive Officer of the directors of the Company (or any successor corporation) then in officeinTEST. (c) If the Notice is given by the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after the date fifteen days after the delivery of inTEST furnishes you with a Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date of receipt of the or if you furnish inTEST with a Notice of Termination, subject and no good faith dispute exists regarding such termination, then the date of your termination will be the date such Notice of Termination is deemed given pursuant to the Executive’s rights hereunderSection 11 of this Agreement. (d) The Executive shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination If inTEST in good faith furnishes you with a Notice of the Executive’s employment Termination for Cause under this Agreement pursuant and you in good faith notify inTEST that a dispute exists concerning such termination within the 15-day period following your receipt of such notice, you may elect to Section 1(f)(iii)continue your employment during such dispute. If it is thereafter determined that (i) Cause did exist, the date of your termination will be the earlier of (A) the date on which the dispute is finally determined or (B) the date of your death or permanent disability; or (ii) Cause did not exist, your employment will continue as if inTEST had not delivered its Notice of Termination and there will be no termination arising out of such notice. (e) The recipient of any If you in good faith furnish a Notice of Termination shall personally deliver for Good Reason and inTEST notifies you that a dispute exists concerning the termination within the 15-day period following inTEST's receipt of such notice, you may elect to continue your employment during such dispute. If it is thereafter determined that (i) Good Reason did exist, your date of termination will be the earlier of (A) the date on which the dispute is finally determined or mail (B) the date of your death or permanent disability; or (ii) Good Reason did not exist, your employment will continue after such determination as if you had not delivered the Notice of Termination asserting Good Reason. If Good Reason is determined to exist, your salary, Variable Component and Fringe Benefits prior to such determination will be no less than your salary, Variable Component and benefits immediately prior to the Change of Control which gives rise to your right to receive Termination Benefits as provided in accordance with Section 23 written notice this Agreement. (f) If you do not elect to continue employment pending resolution of any a dispute relating to regarding a Notice of Termination, and it is finally determined that the reason for termination set forth in such Notice of Termination did not exist, if such notice was delivered by you, you will be deemed to the party giving such Notice within fifteen days after receipt thereof; providedhave voluntarily terminated your employment other than for Good Reason and if delivered by inTEST, however, that if the Executive’s conduct or act alleged inTEST will be deemed to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such period, the contents of the Notice of Termination shall become final and not subject to disputehave terminated you without Cause.

Termination Notice and Procedure. Any Covered Termination termination by the Company or the Executive (other than a termination of the Executive’s employment that is a Covered Termination by virtue of Section 2(b)) during the employment period shall be communicated by a written notice Notice of termination Termination (“Notice of Termination”) to the Executive, if such Notice of Termination is given delivered by the Company, and to the Company, if such Notice of Termination is given delivered by the Executive, all in accordance with the following procedures and those set forth in Section 23procedures: (a) If such termination is for disability, Cause or Good Reason, the The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for such termination.; (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, be approved by a resolution duly adopted by a majority of the directors Board, or a majority of the Company (or Board may delegate such authority to approve any successor corporation) then in office.Notice of Termination to the Chief Executive Officer of the Company; (c) If the Executive shall in good faith furnish a Notice is given by of Termination for Good Reason or for Good Reason During a Change of Control and the Company notifies the Executive for that a dispute exists concerning the existence of Good ReasonReason or Good Reason During a Change of Control, within the fifteen (15) day period following the Company’s receipt of such notice, the Executive may cease performing his duties hereunder shall continue the Executive’s employment during such dispute. If it is thereafter determined that (i) Good Reason or Good Reason During a Change of Control did exist, the Executive’s Termination Date shall be the earlier of (A) the date on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to Section 16, (B) the date of the Executive’s death or (C) one day prior to the second (2nd) anniversary of a Change of Control, if any, and the Executive’s Termination Payment, if applicable, shall reflect events occurring after the date fifteen days Executive delivered the Executive’s Notice of Termination; or (ii) Good Reason or Good Reason During a Change of Control did not exist, the employment of the Executive shall continue after such determination as if the delivery of Executive had not delivered the Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date asserting Good Reason or Good Reason During a Change of receipt of the Notice of Termination, subject to the Executive’s rights hereunder.Control; and (d) The If the Executive gives Notice of Termination of his or her employment for Good Reason or Good Reason During a Change of Control and a dispute arises as to the existence of Good Reason or Good Reason During a Change of Control, and the Executive does not continue his employment during such dispute, and it is finally determined that the reason for termination set forth in such Notice of Termination did not exist, if such notice was delivered by the Executive, the Executive shall be deemed to have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of voluntarily terminated the Executive’s employment other than for Cause under this Agreement pursuant to Section 1(f)(iii)Good Reason or Good Reason During a Change of Control. (e) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such period, the contents of the Notice of Termination shall become final and not subject to dispute.

Termination Notice and Procedure. Any Covered Termination termination by the Company or the Executive (other than a termination of the Executive’s 's employment that is a Covered Termination by virtue of Section 2(b)) during the employment period shall be communicated by a written notice Notice of termination Termination (“"Notice of Termination”") to the Executive, if such Notice of Termination is given delivered by the Company, and to the Company, if such Notice of Termination is given delivered by the Executive, all in accordance with the following procedures and those set forth in Section 23procedures: (a) If such termination is for disability, Cause or Good Reason, the The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for such termination.; (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, be approved by a resolution duly adopted by a majority of the directors Board, or a majority of the Company (or Board may delegate such authority to approve any successor corporation) then in office.Notice of Termination to the Chief Executive Officer of the Company; (c) If the Executive shall in good faith furnish a Notice is given by of Termination for Good Reason or for Good Reason During a Change of Control and the Company notifies the Executive for that a dispute exists concerning the existence of Good ReasonReason or Good Reason During a Change of Control, within the fifteen (15) day period following the Company's receipt of such notice, the Executive may cease performing his duties hereunder shall continue the Executive's employment during such dispute. If it is thereafter determined that (i) Good Reason or Good Reason During a Change of Control did exist, the Executive's Termination Date shall be the earlier of (A) the date on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to Section 16, (B) the date of the Executive's death or (C) one day prior to the second (2nd) anniversary of a Change of Control, if any, and the Executive's Termination Payment, if applicable, shall reflect events occurring after the date fifteen days Executive delivered the Executive's Notice of Termination; or (ii) Good Reason or Good Reason During a Change of Control did not exist, the employment of the Executive shall continue after such determination as if the delivery of Executive had not delivered the Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date asserting Good Reason or Good Reason During a Change of receipt of the Notice of Termination, subject to the Executive’s rights hereunder.Control; and (d) The If the Executive shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (e) The recipient of any gives Notice of Termination shall personally deliver of his or mail her employment for Good Reason or Good Reason During a Change of Control and a dispute arises as to the existence of Good Reason or Good Reason During a Change of Control, and the Executive does not continue his employment during such dispute, and it is finally determined that the reason for termination set forth in accordance with Section 23 written notice of any dispute relating to such Notice of Termination to the party giving did not exist, if such Notice within fifteen days after receipt thereof; provided, however, that if notice was delivered by the Executive’s conduct or act alleged to provide grounds for termination by , the Company for Cause is curable, then such period Executive shall be thirty days. After deemed to have voluntarily terminated the expiration Executive's employment other than for Good Reason or Good Reason During a Change of such period, the contents of the Notice of Termination shall become final and not subject to disputeControl.

Termination Notice and Procedure. Any Covered Termination by the Company or the Executive (other than a termination of the Executive’s 's employment that is a Covered Termination by virtue of Section Subsection 2(b)) hereof) shall be communicated by a written notice of termination (“"Notice of Termination”") to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 2323 hereof: (a) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office. (c) If the Notice is given by the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after the date fifteen days after the delivery of Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s 's rights hereunder. (d) The Executive shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s 's employment for Cause under this Agreement pursuant to Section 1(f)(iii)Subsection 1(d) (iii) hereof. (e) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 hereof written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the Executive’s 's conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such period, the contents of the Notice of Termination shall become final and not subject to dispute.

Termination Notice and Procedure. Any Covered Termination by the Company or the Executive (other than a termination of the Executive’s employment that is a Covered Termination by virtue of Section 2(b)) shall be communicated by a written notice of termination (“Notice of Termination”) to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 2324: (a) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office. (c) If the Notice is given by the Executive for Good Reason, the Executive may cease performing his or her duties hereunder on or after the date fifteen (15) days after the delivery of Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his or her duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s rights hereunder. (d) The Executive shall have thirty (30) days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii1(g)(iii). (e) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 24 written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen 15 days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty 30 days. After the expiration of such period, the contents of the Notice of Termination shall become final and not subject to dispute.

Termination Notice and Procedure. Any Covered Termination termination by the Company Bank or the Executive (other than a termination of the Executive’s employment that is during the two years immediately following a Covered Termination by virtue Change of Section 2(b)) shall Control will be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, Executive if such Notice of Termination is given delivered by the Company, Bank and to the Company, Bank if such Notice of Termination is given delivered by the Executive, all in accordance with the following procedures and those set forth in Section 23: (a) If such termination is for disability, Cause or Good Reason, the procedures: The Notice of Termination shall will indicate the specific termination provision in this Agreement relied upon, if applicable, and will set forth in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) . Any Notice of Termination by the Company shall have been approved, prior to Bank will be in writing signed by the giving thereof to the Executive, by a resolution duly adopted by a majority Chairman of the directors Board of the Company (or any successor corporation) then in office. (c) Bank. If the Bank furnishes Executive with a Notice of Termination or if Executive furnishes the Bank with a Notice of Termination, and no good faith dispute exists regarding such termination, then the date of Executive’s termination will be the date such Notice of Termination is deemed given by pursuant to Section 11 of this Agreement. If the Bank in good faith furnishes Executive with a Notice of Termination for Good ReasonCause and Executive in good faith notifies the Bank that a dispute exists concerning such termination within the 15-day period following Executive’s receipt of such notice, Executive may elect to continue Executive’s employment during such dispute. If it is thereafter determined that (i) Cause did exist, the Executive may cease performing his duties hereunder on or after date of Executive’s termination will be the earlier of (A) the date fifteen days after on which the delivery dispute is finally determined or (B) the date of Executive’s death or permanent disability; or (ii) Cause did not exist, Executive’s employment will continue as if the Bank had not delivered its Notice of Termination and shall in any event cease employment on the Termination Datethere will be no termination arising out of such notice. If Executive in good faith furnishes a Notice of Termination for Good Reason and the Notice is given by Bank notifies Executive that a dispute exists concerning the Companytermination within the 15-day period following the Bank’s receipt of such notice, then the Executive may cease performing his duties hereunder elect to continue Executive’s employment during such dispute. If it is thereafter determined that (i) Good Reason did exist, Executive’s date of termination will be the earlier of (A) the date on which the dispute is finally determined or (B) the date of receipt Executive’s death or permanent disability; or (ii) Good Reason did not exist, Executive’s employment will continue after such determination as if Executive had not delivered the Notice of Termination asserting Good Reason. If Good Reason is determined to exist, Executive’s salary, bonus and Fringe Benefits prior to such determination will be no less than Executive’s salary, bonus and benefits immediately prior to the Change of Control which gives rise to Executive’s right to receive Termination Benefits as provided in this Agreement. If Executive does not elect to continue employment pending resolution of a dispute regarding a Notice of Termination, subject to and it is finally determined that the Executive’s rights hereunder. (d) The Executive shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds reason for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (e) The recipient of any Notice of Termination shall personally deliver or mail set forth in accordance with Section 23 written notice of any dispute relating to such Notice of Termination did not exist, if such notice was delivered by Executive, Executive will be deemed to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the have voluntarily terminated Executive’s conduct or act alleged to provide grounds employment other than for termination Good Reason and if delivered by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such periodBank, the contents of the Notice of Termination shall become final and not subject Bank will be deemed to disputehave terminated Executive without Cause.

Termination Notice and Procedure. Any Covered Termination termination by the Company or the Executive (other than a termination you of the Executive’s your employment that is a Covered Termination by virtue of Section 2(b)) shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, you if such Notice of Termination is given delivered by the Company, Company and to the Company, Company if such Notice of Termination is given delivered by the Executiveyou, all in accordance with the following procedures and those set forth in Section 23procedures: (a) If such termination is for disability, Cause or Good Reason, the The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to be in writing signed by the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors President of the Company (or any successor corporation) then a member of the Board who is not a Company employee, specifying in officedetail the basis for such termination. (c) If the Company shall furnish a Notice of Termination for Cause and you in good faith notify the Company that a dispute exists concerning such termination within the 15 day period following your receipt of such notice, you may elect to continue your employment during such dispute. If it is given by thereafter determined that Cause did exist, your "Termination Date" shall be the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after earlier of (i) the date fifteen days after on which the delivery dispute is finally determined, either by mutual written agreement of the parties or pursuant to the alternative dispute resolution provisions of Section 17 or (ii) the date of your death. If it is thereafter determined that Cause did not exist, your employment shall continue as if the Company had not delivered its Notice of Termination and there shall in any event cease employment on the be no Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date Date arising out of receipt of the Notice of Termination, subject to the Executive’s rights hereundersuch notice. (d) The Executive shall have thirty days, or such longer period as If the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (e) The recipient of any shall furnish a Notice of Termination shall personally deliver or mail by reason of Disability and you in accordance with Section 23 written notice good faith notify the Company that a dispute exists concerning such termination within the 15 day period following your receipt of any such notice, you may elect to continue your employment during such dispute. The dispute relating to such Notice the existence of Termination to a Disability shall be resolved by the party giving such Notice within fifteen days after receipt thereofopinion of the licensed physician selected by Accuride; provided, however, that if you do not accept the Executive’s conduct or act alleged to provide grounds for termination opinion of the licensed physician selected by Accuride, the dispute shall be resolved by the Company for Cause is curable, then such period opinion of a licensed physician who shall be thirty days. After selected by you; provided further, however, that if Accuride does not accept the expiration opinion of such periodthe licensed physician selected by you, the contents dispute shall be finally resolved by the opinion of a licensed physician selected by the licensed physicians selected by Accuride and you, respectively. If it is thereafter determined that a Disability did exist, your Termination Date shall be the earlier of (i) the date on which the dispute is resolved or (ii) the date of your death. If it is thereafter determined that a Disability did not exist, your employment shall continue as if the Company had not delivered its Notice of Termination and there shall become final and not subject be no Termination Date arising out of such notice. For purposes of this Agreement, "Disability" shall mean your inability to disputeperform your customary duties for the Company due to a physical or mental condition that is considered to be of long-lasting or indefinite duration.

Termination Notice and Procedure. (a) Any Covered Termination termination of the Executive's employment during the Employment Period by the Company or the Executive (other than a termination of the Executive’s 's employment that is a Covered Termination by virtue referenced in the second sentence of Section 2(b)the definition of "Effective Date" in Exhibit A) shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 2322: (ai) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (bii) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office, a copy of which shall accompany the Notice. (ciii) If the Notice is given by the Executive for Good Reason, then the Executive may cease performing his the Executive's duties hereunder on or after the date fifteen 15 days after the delivery of Notice of Termination (unless the Notice of Termination is based upon clause (viii) of the definition of "Good Reason" in Exhibit A, in which case the Executive may cease performing his duties at the time the Executive's employment is terminated) and shall in any event cease employment on the Termination Date, if any, arising from the delivery of such Notice. If the Notice is given by the Company, then the Executive may cease performing his the Executive's duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s 's rights hereunder. (d) The Executive shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (eiv) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 22 written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such periodfifteen days, the contents of the Notice of Termination shall become final and not subject to dispute. Notwithstanding the foregoing, (A) if the Executive terminates the Executive's employment after a Change in Control without complying with this Section 12, then the Executive will be deemed to have voluntarily terminated the Executive's employment other than for Good Reason and deemed to have delivered a written Notice of Termination to that effect to the Company as of the date of such termination and (B) if the Company terminates the Executive's employment after a Change in Control without complying with this Section 12, then the Company will be deemed to have terminated the Executive's employment other than by reason of death, disability or Cause and the Company will be deemed to have delivered a written Notice of Termination to that effect to the Executive as of the date of such termination. Under circumstances described in clause (B) above, the Executive may, but shall not be obligated to, also deliver a Notice of Termination based upon clause (viii) of the definition of "Good Reason" in Exhibit A for the purpose of subjecting such Notice to Section 12(a)(iv). (b) If a Change in Control occurs and the Executive's employment with the Employer terminates (whether by the Company, the Executive or otherwise) within 180 days prior to the Change in Control, then the Executive may assert that such termination is a Covered Termination by sending a written Notice of Termination to the Company at any time prior to the first anniversary of the Change in Control in accordance with the procedures set forth in this Section 12(b) and those set forth in Section 22. If the Executive asserts that the Executive terminated the Executive's employment for Good Reason or that the Company terminated the Executive's employment other than for disability or Cause, then the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such assertions. The Company shall personally deliver or mail in accordance with Section 22 written notice of any dispute relating to such Notice of Termination to the Executive within fifteen days after receipt thereof. After the expiration of such fifteen days, the contents of the Notice of Termination shall become final and not subject to dispute.

Termination Notice and Procedure. (a) Any Covered Termination termination of the Executive’s employment during the Employment Period by the Company or the Executive (other than a termination of the Executive’s employment that is a Covered Termination by virtue referenced in the second sentence of Section 2(b)the definition of “Effective Date” in Exhibit A) shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 23: (ai) If such termination is for disability, Cause or Good Reason, then the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (bii) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors Chief Executive Officer of the Company (or any successor corporation) then in officeas evidenced by a document the Chief Executive Officer has executed, a copy of which shall accompany the Notice. (ciii) If the Notice is given by the Executive for Good Reason, then the Executive may cease performing his the Executive’s duties hereunder on or after the date fifteen 15 days after the delivery of Notice of Termination (unless the Notice of Termination is based upon clause (vii) of the definition of “Good Reason” in Exhibit A, in which case the Executive may cease performing his duties at the time the Executive’s employment is terminated) and shall in any event cease employment on the Termination Date, if any, arising from the delivery of such Notice. If the Notice is given by the Company, then the Executive may cease performing his the Executive’s duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s rights hereunder. (d) The Executive shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (eiv) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such period, the contents of the Notice of Termination shall become final and not subject to dispute.receipt

Termination Notice and Procedure. Any Covered Termination by the Company or the Executive (other than a termination of the Executive’s employment that is a Covered Termination by virtue of Section 2(b)2(c) hereof) shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 2323 hereof: (a) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office. (c) If the Notice is given by the Executive for Good Reason, the Executive may cease performing his the Executive’s duties hereunder on or after the date fifteen (15) days after the delivery of Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his the Executive’s duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s rights hereunder. (d) The Executive shall have thirty (30) days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii)Subsection 1(d)(iii) hereof. (e) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 hereof written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen (15) days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty (30) days. After the expiration of such period, the contents of the Notice of Termination shall become final and not subject to dispute.

Termination Notice and Procedure. (a) Any Covered Termination termination of the Executive's employment during the Employment Period by the Company or the Executive (other than a termination of the Executive’s 's employment that is a Covered Termination by virtue referenced in the second sentence of the definition of "Effective Date" in Section 2(b)1(j) hereof) shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 2322: (ai) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (bii) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office, a copy of which shall accompany the Notice. (ciii) If the Notice is given by the Executive for Good Reason, then the Executive may cease performing his the Executive's duties hereunder on or after the date fifteen 15 days after the delivery of Notice of Termination (unless the Notice of Termination is based upon clause (viii) of the definition of "Good Reason" in Section 1(l), in which case the Executive may cease performing his duties at the time the Executive's employment is terminated) and shall in any event cease employment on the Termination Date, if any, arising from the delivery of such Notice. If the Notice is given by the Company, then the Executive may cease performing his the Executive's duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s 's rights hereunder. (d) The Executive shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (e) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such period, the contents of the Notice of Termination shall become final and not subject to dispute.

Termination Notice and Procedure. Any Covered Termination termination by the Company or the Executive you of your employment within two (other than 2) years following a termination Change of the Executive’s employment that is a Covered Termination by virtue of Section 2(b)) Control shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, you if such Notice of Termination is given delivered by the Company, Company and to the Company, Company if such Notice of Termination is given delivered by the Executiveyou, all in accordance with the following procedures and those set forth in Section 23procedures: (a) If such termination is for disability, Cause or Good Reason, the The Notice of Termination shall indicate set forth in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, be in writing signed by a resolution duly adopted by a majority of the directors senior executive officer of the Company (or any successor corporation) then in officemember of the Executive Compensation Committee of the Board of Directors of Meritage specifying the basis for such termination. (c) If during the two (2) year period following a Change of Control the Company furnishes a Notice of Termination for Cause and you in good faith notify the Company that a dispute exists concerning such termination within the 15-day period following your receipt of such notice, you may elect to continue your employment during such dispute. If it is given by thereafter determined that (i) Cause did exist, your “Termination Date” shall be the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after earlier of (A) the date fifteen days after on which the delivery dispute is finally determined, either by mutual written agreement of the parties or pursuant to the alternative dispute resolution provisions of Section 15 or (B) the date of your death; or (ii) Cause did not exist, your employment shall continue as if the Company had not delivered its Notice of Termination and there shall in any event cease employment on the be no Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date Date arising out of receipt of the Notice of Termination, subject to the Executive’s rights hereundersuch notice. (d) The Executive shall have thirty days, or such longer If during the two (2) year period as following a Change of Control the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (e) The recipient of any furnishes a Notice of Termination shall personally deliver or mail by reason of Disability and you in accordance with Section 23 written notice good faith notify the Company that a dispute exists concerning such termination within the 15-day period following your receipt of any such notice, you may elect to continue your employment during such dispute. Any dispute relating to such Notice the existence of Termination to a Disability shall be resolved by the party giving such Notice within fifteen days after receipt thereof; opinion of the licensed physician selected by Meritage, provided, however, that if you do not accept the Executive’s conduct or act alleged to provide grounds for termination opinion of the licensed physician selected by Meritage, the dispute shall be resolved by the Company for Cause is curable, then such period opinion of a licensed physician who shall be thirty days. After selected by you; provided further, however, that if Meritage does not accept the expiration opinion of such periodthe licensed physician selected by you, the contents dispute shall be finally resolved by the opinion of a licensed physician selected by the licensed physicians selected by Meritage and you, respectively. If it is thereafter determined that (i) a Disability did exist, your Termination Date shall be the earlier of (A) the date on which the dispute is resolved or (B) the date of your death; or (ii) a Disability did not exist, your employment shall continue as if the Company had not delivered its Notice of Termination and there shall become final and not subject be no Termination Date arising out of such notice. For purposes of this Agreement, “Disability” shall mean a disability that results in you being medically unable to dispute.fulfill your duties of employment for six

Termination Notice and Procedure. Any Covered Termination by the Company or the Executive (other than a termination of the Executive’s employment that is a Covered Termination by virtue of Section 2(b)Subsection 3(b) hereof) shall be communicated by a written notice of termination (“Notice of Termination”) to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 2325 hereof: (a) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office. (c) If the Notice is given by the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after the date fifteen days after the delivery of Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s rights hereunder. (dc) The To the extent provided by Subsection 2(w)(1), the Executive shall have thirty ten days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii)Subsection 2(e)(iii) hereof. (ed) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 25 hereof written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such periodperiod without a dispute, the contents of the Notice of Termination shall become final and not subject to dispute.

Termination Notice and Procedure. Any Covered Termination termination by the Company or the Executive (other than a termination of the Executive’s 's employment that is a Covered Termination by virtue of Section 2(b)) during the Employment Period shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, Executive if such Notice notice is given delivered by the Company, Company and to the Company, Company if such Notice notice is given delivered by the Executive, all in accordance with the following procedures and those set forth in Section 23procedures: (a) If such termination is for disability, Cause or Good Reason, the The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, be approved by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office. (c) If the Company shall give a Notice is given of Termination for Cause or by reason of Disability and the Executive for Good Reasonin good faith notifies the Company that a dispute exists concerning such termination within the fifteen (15) day period following the Executive's receipt of such notice, the Executive may cease performing elect to continue his duties hereunder or her employment during such dispute. If it is thereafter determined that (i) the reason given by the Company for termination did exist, the Executive's Termination Date shall be the earlier of (A) the date on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to Section 6.1, (B) the date of the Company's Notice of Termination for Cause, (C) the date of the Executive's death, or (D) one day prior to the end of the Employment Period, and the Executive shall not be entitled to a Termination Payment based on events occurring after the date fifteen days after Company delivered its Notice of Termination; or (ii) the delivery reason given by the Company for termination did not exist, the employment of the Executive shall continue as if the Company had not delivered its Notice of Termination and there shall in any event cease employment on the be no Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date Date arising out of receipt of the Notice of Termination, subject to the Executive’s rights hereundersuch notice. (d) The If the Executive shall have thirty days, or such longer period as in good faith give a Notice of Termination for Good Reason and the Company notifies the Executive that a dispute exists concerning the termination within the fifteen (15) day period following the Company's receipt of such notice, the Executive may determine elect to continue his or her employment during such dispute. If it is thereafter determined that (i) Good Reason did exist, the Executive's Termination Date shall be appropriatethe earlier of (A) the date on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to cure any conduct or actSection 6.1, if curable, alleged to provide grounds for termination (B) the date of the Executive’s 's death, or (C) one day prior to the end of the Employment Period, and the Executive's Termination Payment shall reflect events occurring after the Executive delivered his Notice of Termination; or (ii) Good Reason did not exist, the employment for Cause under this Agreement pursuant to Section 1(f)(iii)of the Executive shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason. (e) The recipient If the Executive does not elect to continue employment pending resolution of any a dispute regarding a Notice of Termination shall personally deliver or mail under Sections 5.10(c) and (d), and it is finally determined that the reason for termination set forth in accordance with Section 23 written notice of any dispute relating to such Notice of Termination did not exist, if such notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, Disability or Cause. (f) If the opinion required to be delivered pursuant to Section 5.12(c) shall not have been delivered on or before the date that would otherwise constitute the Termination Date, the Termination Date shall be delayed to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such period, the contents earlier of the Notice date on which such opinion is delivered or one (1) day prior to the end of Termination shall become final and not subject to disputethe Employment Period.

Termination Notice and Procedure. Any Covered Termination termination by the Company or the Executive (other than a termination of the Executive’s employment that is a Covered Termination by virtue of Section 2(b)) during the employment period shall be communicated by a written notice Notice of termination Termination (“Notice of Termination”) to the Executive, if such Notice of Termination is given delivered by the Company, and to the Company, if such Notice of Termination is given delivered by the Executive, all in accordance with the following procedures and those set forth in Section 23procedures: (a) If such termination is for disability, Cause or Good Reason, the The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for such termination.; (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, be approved by a resolution duly adopted by a majority of the directors Board, or a majority of the Company (or Board may delegate such authority to approve any successor corporation) then in office.Notice of Termination to the Chief Executive Officer of the Company; (c) If the Executive shall in good faith furnish a Notice is given by of Termination for Good Reason or for Good Reason During a Change of Control and the Company notifies the Executive for that a dispute exists concerning the existence of Good ReasonReason or Good Reason During a Change of Control, within the fifteen (15) day period following the Company’s receipt of such notice, the Executive may cease performing his duties hereunder on shall continue the Executive’s employment during such dispute. If it is thereafter determined that (i) Good Reason or after Good Reason During a Change of Control did exist, the Executive’s Termination Date shall be the earlier of (A) the date fifteen days on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to Section 16, (B) the date of the Executive’s death or (C) one day prior to the second (2nd) anniversary of a Change of Control, if any, or (ii) Good Reason or Good Reason During a Change of Control did not exist, the employment of the Executive shall continue after such determination as if the delivery of Executive had not delivered the Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date asserting Good Reason or Good Reason During a Change of receipt of the Notice of Termination, subject to the Executive’s rights hereunder.Control; and (d) The If the Executive gives Notice of Termination of his or her employment for Good Reason or Good Reason During a Change of Control and a dispute arises as to the existence of Good Reason or Good Reason During a Change of Control, and the Executive does not continue his employment during such dispute, and it is finally determined that the reason for termination set forth in such Notice of Termination did not exist, if such notice was delivered by the Executive, the Executive shall be deemed to have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of voluntarily terminated the Executive’s employment other than for Cause under this Agreement pursuant to Section 1(f)(iii)Good Reason or Good Reason During a Change of Control. (e) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such period, the contents of the Notice of Termination shall become final and not subject to dispute.

Termination Notice and Procedure. (a) Any Covered Termination termination of the Executive’s employment during the Employment Period by the Company or the Executive (other than a termination of the Executive’s employment that is a Covered Termination by virtue referenced in the second sentence of Section 2(b)the definition of “Effective Date” in Exhibit A) shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 2322: (ai) If such termination is for disability, Cause or Good Reason, then the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (bii) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors Chief Executive Officer of the Company (or any successor corporation) then in officeas evidenced by a document the Chief Executive Officer has executed, a copy of which shall accompany the Notice. (ciii) If the Notice is given by the Executive for Good Reason, then the Executive may cease performing his the Executive’s duties hereunder on or after the date fifteen 15 days after the delivery of Notice of Termination (unless the Notice of Termination is based upon clause (vii) of the definition of “Good Reason” in Exhibit A, in which case the Executive may cease performing his duties at the time the Executive’s employment is terminated) and shall in any event cease employment on the Termination Date, if any, arising from the delivery of such Notice. If the Notice is given by the Company, then the Executive may cease performing his the Executive’s duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s rights hereunder. (d) The Executive shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (eiv) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 22 written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such periodfifteen days, the contents of the Notice of Termination shall become final and not subject to dispute. Notwithstanding the foregoing, (A) if the Executive terminates the Executive’s employment after a Change in Control without complying with this Section 12, then the Executive will be deemed to have voluntarily terminated the Executive’s employment other than for Good Reason and deemed to have delivered a written Notice of Termination to that effect to the Company as of the date of such termination and (B) if the Company or the Employer terminates the Executive’s employment after a Change in Control without complying with this Section 12, then the Company will be deemed to have terminated the Executive’s employment other than by reason of death, disability or Cause and the Company will be deemed to have delivered a written Notice of Termination to that effect to the Executive as of the date of such termination. Under circumstances described in clause (B) above, the Executive may, but shall not be obligated to, also deliver a Notice of Termination based upon clause (vii) of the definition of “Good Reason” in Exhibit A for the purpose of subjecting such Notice to Section 12(a)(iv). (b) If a Change in Control occurs and the Executive’s employment with the Employer terminates (whether by the Company, the Executive or otherwise) within 180 days prior to the Change in Control, then the Executive may assert that such termination is a Covered Termination by sending a written Notice of Termination to the Company at any time prior to the first anniversary of the Change in Control in accordance with the procedures set forth in this Section 12(b) and those set forth in Section 22. If the Executive asserts that the Executive terminated the Executive’s employment for Good Reason or that the Company terminated the Executive’s employment other than for disability or Cause, then the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such assertions. The Company shall personally deliver or mail in accordance with Section 22 written notice of any dispute relating to such Notice of Termination to the Executive within 15 days after receipt thereof. After the expiration of such 15 days, the contents of the Notice of Termination shall become final and not subject to dispute.

Termination Notice and Procedure. Any Covered Termination termination of your employment by the Company Corporation or the Executive you within two (other than 2) years after a termination Change of the Executive’s employment that is a Covered Termination by virtue of Section 2(b)) Control shall be communicated by a written notice of termination (“Notice of Termination”) to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executivetermination, all in accordance with the following procedures and those set forth in Section 23procedures: (a) If such The notice of termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate the specific termination provision in this Change of Control Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice If the Corporation notifies you of Termination your termination for Cause and you in good faith notify the Corporation that a dispute exists concerning such termination within fifteen (15) calendar days following your receipt of such notice, you may elect to continue your employment during such dispute. If it is thereafter determined that Cause did exist, your termination date shall be the earlier of (i) the date on which the dispute is finally determined, either by mutual written agreement of the Company shall have been approved, prior parties or pursuant to the giving thereof to arbitration provisions set out below, or (ii) the Executivedate of your death. If it is determined that Cause did not exist, by a resolution duly adopted by a majority your employment shall continue as if the Corporation had not delivered its notice of the directors of the Company (or any successor corporation) then in officetermination. (c) If the Notice is given Corporation notifies you of your termination by reason of Disability and you in good faith notify the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after the date Corporation that a dispute exists concerning such termination within fifteen (15) calendar days after the delivery of Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date of following your receipt of the Notice of Terminationsuch notice, subject you also may elect to the Executive’s rights hereunder. (d) continue your employment during such dispute. The Executive shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (e) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 written notice of any dispute relating to such Notice the existence of Termination to a Disability shall be resolved by the party giving such Notice within fifteen days after receipt thereofopinion of the licensed physician selected by the Corporation; provided, however, that if you do not accept the Executive’s conduct opinion of the licensed physician selected by the Corporation, the dispute shall be resolved by the opinion of a licensed physician who shall be selected by you; provided further, however, that if the Corporation does not accept the opinion of the licensed physician selected by you, the dispute shall be finally resolved by the opinion of a licensed physician selected by the licensed physicians selected by the Corporation and you, respectively. If it is thereafter determined that a Disability did exist, your termination date shall be the earlier of (i) the date on which the dispute is resolved or act alleged (ii) the date of your death. If it is determined that a Disability did not exist, your employment shall continue as if the Corporation had not delivered its notice of termination. (d) If you in good faith notify the Corporation of your termination for Good Reason and the Corporation notifies you that a dispute exists concerning the termination within fifteen (15) calendar days following the Corporation's receipt of such notice, you may elect to provide grounds continue your employment during such dispute. If it is thereafter determined that Good Reason did exist, your termination date shall be the earlier of (i) the date on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to the arbitration provisions set out below, (ii) the date of your death, or (iii) one day prior to the second anniversary of a Change of Control, and your payments hereunder shall reflect events occurring after you delivered notice of termination. If it is determined that Good Reason did not exist, your employment shall continue after such determination as if you had not delivered the notice of termination asserting Good Reason. (e) If you do not elect to continue employment pending resolution of a dispute regarding a notice of termination, and it is finally determined that the reason for termination set forth in such notice of termination did not exist, if such notice was delivered by you, you shall be deemed to have voluntarily terminated your employment other than for Good Reason and if delivered by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such periodCorporation, the contents Corporation will be deemed to have terminated you without Cause. (f) For purposes of this Change of Control Agreement, a transfer from the Notice Corporation to one of Termination its subsidiaries or a transfer from a subsidiary to the Corporation or another subsidiary shall become final and not subject be treated as a termination of employment. (g) If you elect to disputecontinue your employment pending the resolution of a dispute pursuant to Sections 8(b), (c), or (d), the Corporation, in its discretion, may place you on a paid administrative leave until the dispute is resolved.

Termination Notice and Procedure. Any Covered Termination termination by the Company Employer or the Executive (other than a termination of the Executive’s employment that is a Covered Termination by virtue of Section 2(b)) during the Employment Period shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, Executive if such Notice is given delivered by the Company, Company and to the Company, Company if such Notice is given delivered by the Executive, all in accordance with the following procedures and those set forth in Section 23procedures: (a) If such termination is for disability, Cause or Good Reason, the The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, be approved by a resolution duly adopted by a majority of the directors members of the Company (or any successor corporation) Company’s board of directors then in office. (c) If the Company shall give a Notice is given of Termination for Cause or by reason of Disability and the Executive for Good Reasonin good faith notifies the Company that a dispute exists concerning such termination within the fifteen (15) day period following the Executive’s receipt of such notice, the Executive may cease performing elect to continue his duties hereunder or her employment during such dispute. If it is thereafter determined that (i) the reason given by the Company for termination did exist, the Executive’s Termination Date shall be the earlier of (A) the date on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to Section 14, (B) the date of the Company’s Notice of Termination for Cause, (C) the date of the Executive’s death, or (D) one day prior to the end of the Employment Period, and the Executive shall not be entitled to a Termination Payment based on events occurring after the date fifteen days after Company delivered its Notice of Termination; or (ii) the delivery reason given by the Company for termination did not exist, the employment of the Executive shall continue as if the Company had not delivered its Notice of Termination and there shall in any event cease employment on the be no Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date Date arising out of receipt of the Notice of Termination, subject to the Executive’s rights hereundersuch notice. (d) The Executive must provide the Company with written notice of Good Reason within a period not to exceed 90 days of the initial existence of the condition alleged to give rise to Good Reason, upon the notice of which the Company shall have a period of 30 days during which it may remedy the condition. If the Executive shall have thirty days, or such longer period as in good faith give a Notice of Termination for Good Reason and the Company notifies the Executive that a dispute exists concerning the termination within the fifteen (15) day period following the Company’s receipt of such notice, the Executive may determine elect to continue his or her employment during such dispute. If it is thereafter determined that (i) Good Reason did exist, the Executive’s Termination Date shall be appropriatethe earlier of (A) the date on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to cure any conduct or actSection 14, if curable, alleged to provide grounds for termination (B) the date of the Executive’s death, or (C) one day prior to the end of the Employment Period, and the Executive’s Termination Payment shall reflect events occurring after the Executive delivered his or her Notice of Termination; or (ii) Good Reason did not exist, the employment for Cause under this Agreement pursuant to Section 1(f)(iii)of the Executive shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason. (e) The recipient If the Executive does not elect to continue employment pending resolution of any a dispute regarding a Notice of Termination shall personally deliver or mail under Sections 12(c) and (d), and it is finally determined that the reason for termination set forth in accordance with Section 23 written notice of any dispute relating to such Notice of Termination to the party giving did not exist, if such Notice within fifteen days after receipt thereof; provided, however, that if notice was delivered by the Executive’s conduct , the Executive will be deemed to have voluntarily terminated his or act alleged to provide grounds for termination her employment and if delivered by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such periodCompany, the contents Company will be deemed to have terminated the Executive other than by reason of the Notice of Termination shall become final and not subject to disputedeath, Disability or Cause.

Termination Notice and Procedure. Any Covered Termination termination by the Company or the Executive (other than a termination of the Executive’s employment that is a Covered Termination by virtue of Section 2(b)) during the Employment Period shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, if such Notice of Termination is given delivered by the Company, and to the Company, if such Notice of Termination is given delivered by the Executive, all in accordance with the following procedures and those set forth in Section 23procedures: (a) If such termination is for disability, Cause or Good Reason, the The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for such termination.; (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, be approved by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office.; (c) If the Executive shall in good faith furnish a Notice is given by of Termination for Good Reason and the Company notifies the Executive for Good Reasonthat a dispute exists concerning the termination, within the fifteen (15) day period following the Company’s receipt of such notice, the Executive may cease performing his duties hereunder shall continue the Executive’s employment during such dispute. If it is thereafter determined that (i) Good Reason did exist, the Executive’s Termination Date shall be the earlier of (A) the date on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to Section 18, (B) the date of the Executive’s death or (C) one day prior to the second (2nd) anniversary of a Change of Control, and the Executive’s Termination Payment, if applicable, shall reflect events occurring after the date fifteen days Executive delivered the Executive’s Notice of Termination; or (ii) Good Reason did not exist, the employment of the Executive shall continue after such determination as if the delivery of Executive had not delivered the Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s rights hereunder.asserting Good Reason; and (d) The If the Executive gives notice to terminate his or her employment for Good Reason and a dispute arises as to the validity of such dispute, and the Executive does not continue his employment during such dispute, and it is finally determined that the reason for termination set forth in such Notice of Termination did not exist, if such notice was delivered by the Executive, the Executive shall be deemed to have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of voluntarily terminated the Executive’s employment other than for Cause under this Agreement pursuant to Section 1(f)(iii)Good Reason. (e) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such period, the contents of the Notice of Termination shall become final and not subject to dispute.

Termination Notice and Procedure. Any Covered Termination by the Company or the Executive (other than a termination of the Executive’s 's employment that is a Covered Termination by virtue of Section 2(b)) hereof) shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 2323 hereof: (a) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office. (c) If the Notice is given by the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after the date fifteen days after the delivery of Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s 's rights hereunder. (d) The Executive shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s 's employment for Cause under this Agreement pursuant to Section 1(f)(iii)Subsection 1(d)(iii) hereof. (e) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 hereof written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the Executive’s 's conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such period, the contents of the Notice of Termination shall become final and not subject to dispute.

Termination Notice and Procedure. Any Covered Termination termination by the Company or the Executive (other than a termination of the Executive’s employment that is a Covered Termination by virtue of Section 2(b)) shall be communicated by a written notice of termination (“Notice of Termination”) to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 23procedures: (a) If if such termination is for disabilityDisability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination.. No Notice of Termination for Cause shall be delivered unless the Board has made a good faith determination, after providing the Executive with the opportunity to appear before the Board and be heard, that the conduct or acts of the Executive specified in the Notice of Termination occurred and constitute Cause (as defined in Paragraph 6.1.3), and such Notice of Termination provides the Executive with an opportunity to cure such conduct or acts as contemplated by Paragraph 6.2(d) below; (b) Any any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office.; (c) If if the Notice is given by the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after subject to the date fifteen days after the delivery of Notice of Termination and shall in any event cease employment on the Termination DateCompany’s opportunity to cure below. If the Notice is given by the CompanyCompany for Cause, then the Executive may cease performing his duties hereunder on the date of receipt of the Notice of Terminationhereunder, subject to the Executive’s rights hereunder.opportunity to cure pursuant to Paragraph 6.2(d) below; (d) The the Executive shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant Cause. The Company shall have thirty days, or such longer period as the Executive may determine to Section 1(f)(iii).be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of employment for Good Reason; and (e) The the recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 Paragraph 11.6 below written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such period, the contents of the Notice of Termination shall become final and not subject to dispute.

Termination Notice and Procedure. Any Covered Termination termination by the Company Rural/Metro or the Executive (other than a termination you of the Executive’s your employment that is a Covered Termination by virtue of Section 2(b)) shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, you if such Notice of Termination is given delivered by the Company, Rural/Metro and to the Company, Rural/Metro if such Notice of Termination is given delivered by the Executiveyou, all in accordance with the following procedures and those set forth in Section 23procedures: (a) If such termination is for disability, Cause or Good Reason, the The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by Rural/Metro shall be in writing signed by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority Chairman of the directors Compensation Committee (the “Committee”) of the Company (or any successor corporation) then Board specifying in officedetail the basis for such termination. (c) If Rural/Metro shall furnish a Notice of Termination for Cause and you in good faith notify Rural/Metro that a dispute exists concerning such termination within the Notice 30-day period following your receipt of such notice, you may elect to continue your employment (or you may be placed on paid administrative leave, at Rural/Metro’s option), during such dispute. If it is given by thereafter determined that (i) Cause did exist, your “Termination Date” shall be the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after earlier of (A) the date fifteen days after on which the delivery dispute is finally determined, either by mutual written agreement of the parties or pursuant to the alternative dispute resolution provisions of Section 15, or (B) the date of your death; or (ii) Cause did not exist, your employment shall continue as if Rural/Metro had not delivered its Notice of Termination and there shall be no Termination Date arising out of such notice. A determination of Cause shall be made by a majority of the members of the Board only after the Executive and his counsel, if any, have been given an opportunity to meet with the Board in any event cease employment advance of the Board’s vote on the Termination Date. If the Notice is given by the Companymatter; provided that, then the Executive may cease performing his duties hereunder on the date such determination of receipt of the Notice of Termination, Cause shall be subject to the Executive’s rights hereunderdispute resolution process described in Section 15. (d) The Executive If Rural/Metro shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (e) The recipient of any furnish a Notice of Termination shall personally deliver by reason of Disability and you in good faith notify Rural/Metro that a dispute exists concerning such termination within the 30-day period following your receipt of such notice, you may elect to continue your employment during such dispute (or mail in accordance with Section 23 written notice of any you may be placed on paid administrative leave, at Rural/Metro’s option). The dispute relating to such Notice the existence of Termination to a Disability shall be resolved by the party giving such Notice within fifteen days after receipt thereof; opinion of the licensed physician selected by Rural/Metro, provided, however, that if you do not accept the Executive’s conduct or act alleged to provide grounds for termination opinion of the licensed physician selected by Rural/Metro, the dispute shall be resolved by the Company for Cause is curable, then such period opinion of a licensed physician who shall be thirty days. After selected by you; provided further, however, that if Rural/Metro does not accept the expiration opinion of such periodthe licensed physician selected by you, the contents dispute shall be finally resolved by the opinion of a licensed physician selected by the licensed physicians selected by Rural/Metro and you, respectively. If it is thereafter determined that (i) a Disability did exist, your Termination Date shall be the earlier of (A) the date on which the dispute is resolved, or (B) the date of your death, or (ii) a Disability did not exist, your employment shall continue as if Rural/Metro had not delivered its Notice of Termination and there shall become final and be no Termination Date arising out of such notice. For purposes of this Agreement, “Disability” shall mean that Executive is deemed unable to perform the essential functions of Executive’s position due to physical or mental illness, injury or other medical condition for a period of not subject to disputeless than six full months in any 12-month period.

Termination Notice and Procedure. Any Covered Termination termination by the Company or the Executive (other than a termination of the Executive’s 's employment that is a Covered Termination by virtue of Section 2(b)) during the Employment Period shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, if such Notice of Termination is given delivered by the Company, and to the Company, if such Notice of Termination is given delivered by the Executive, all in accordance with the following procedures and those set forth in Section 23procedures: (a) If such termination is for disability, Cause or Good Reason, the The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for such termination.; (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, be approved by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office.; (c) If the Executive shall in good faith furnish a Notice is given by of Termination for Good Reason and the Company notifies the Executive for Good Reasonthat a dispute exists concerning the termination, within the fifteen (15) day period following the Company's receipt of such notice, the Executive may cease performing his duties hereunder shall continue the Executive's employment during such dispute. If it is thereafter determined that (i) Good Reason did exist, the Executive's Termination Date shall be the earlier of (A) the date on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to Section 18, (B) the date of the Executive's death or (C) one day prior to the second (2nd) anniversary of a Change of Control, and the Executive's Termination Payment, if applicable, shall reflect events occurring after the date fifteen days Executive delivered the Executive's Notice of Termination; or (ii) Good Reason did not exist, the employment of the Executive shall continue after such determination as if the delivery of Executive had not delivered the Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s rights hereunder.asserting Good Reason; and (d) The If the Executive shall have thirty daysgives notice to terminate his or her employment for Good Reason and a dispute arises as to the validity of such dispute, or and the Executive does not continue his employment during such longer period as dispute, and it is finally determined that the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds reason for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (e) The recipient of any Notice of Termination shall personally deliver or mail set forth in accordance with Section 23 written notice of any dispute relating to such Notice of Termination to the party giving did not exist, if such Notice within fifteen days after receipt thereof; provided, however, that if notice was delivered by the Executive’s conduct or act alleged to provide grounds for termination by , the Company for Cause is curable, then such period Executive shall be thirty days. After deemed to have voluntarily terminated the expiration of such period, the contents of the Notice of Termination shall become final and not subject to disputeExecutive's employment other than for Good Reason.

Termination Notice and Procedure. (a) Any Covered Termination termination of Executive's services by the Company SSS or the Executive (other than a termination of the Executive’s employment that is a Covered Termination by virtue of Section 2(b)) shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, if such Notice is given by the CompanySSS, and to the CompanySSS, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 237: (ai) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office. (cii) If the Notice is given by the Executive for Good Reason, then the Executive may cease performing his duties the Executive's services hereunder on or after the date fifteen 15 days after the delivery of Notice of Termination (unless the Notice of Termination is based upon clause (vii) of the definition of "Good Reason" in Exhibit A, in which case the Executive may cease performing his duties at the time the Executive's services are terminated) and shall in any event cease employment services on the Termination Date, if any, arising from the delivery of such Notice. If the Notice is given by the CompanySSS, then the Executive may cease performing his duties the services hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s 's rights hereunder. (d) The Executive shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (eiv) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 14 written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such periodfifteen days, the contents of the Notice of Termination shall become final and not subject to dispute.

Termination Notice and Procedure. (a) Any Covered Termination termination of the Executive’s employment during the Employment Period by the Company or the Executive (other than a termination of the Executive’s employment that is a Covered Termination by virtue referenced in the second sentence of Section 2(b)the definition of “Effective Date” in Exhibit A) shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 23: (ai) If such termination is for disability, Cause or Good Reason, then the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (bii) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office, a copy of which shall accompany the Notice. (ciii) If the Notice is given by the Executive for Good Reason, then the Executive may cease performing his the Executive’s duties hereunder on or after the date fifteen 15 days after the delivery of Notice of Termination (unless the Notice of Termination is based upon clause (vii) of the definition of “Good Reason” in Exhibit A, in which case the Executive may cease performing his duties at the time the Executive’s employment is terminated) and shall in any event cease employment on the Termination Date, if any, arising from the delivery of such Notice. If the Notice is given by the Company, then the Executive may cease performing his the Executive’s duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s rights hereunder. (d) The Executive shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (eiv) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such periodfifteen days, the contents of the Notice of Termination shall become final and not subject to dispute. Notwithstanding the foregoing, (A) if the Executive terminates the Executive’s employment after a Change in Control without complying with this Section 12, then the Executive will be deemed to have voluntarily terminated the Executive’s employment other than for Good Reason and deemed to have delivered a written Notice of Termination to that effect to the Company as of the date of such termination and (B) if the Company or the Employer terminates the Executive’s employment after a Change in Control without complying with this Section 12, then the Company will be deemed to have terminated the Executive’s employment other than by reason of death, disability or Cause and the Company will be deemed to have delivered a written Notice of Termination to that effect to the Executive as of the date of such termination. Under circumstances described in clause (B) above, the Executive may, but shall not be obligated to, also deliver a Notice of Termination based upon clause (vii) of the definition of “Good Reason” in Exhibit A for the purpose of subjecting such Notice to Section 12(a)(iv). (b) If a Change in Control occurs and the Executive’s employment with the Employer terminates (whether by the Company, the Executive or otherwise) within 180 days prior to the Change in Control, then the Executive may assert that such termination is a Covered Termination by sending a written Notice of Termination to the Company at any time prior to the first anniversary of the Change in Control in accordance with the procedures set forth in this Section 12(b) and those set forth in Section 23. If the Executive asserts that the Executive terminated the Executive’s employment for Good Reason or that the Company terminated the Executive’s employment other than for disability or Cause, then the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such assertions. The Company shall personally deliver or mail in accordance with Section 23 written notice of any dispute relating to such Notice of Termination to the Executive within 15 days after receipt thereof. After the expiration of such 15 days, the contents of the Notice of Termination shall become final and not subject to dispute.

Termination Notice and Procedure. Any Covered Termination termination by the Company or the Executive (other than a termination you of the Executive’s your employment that is a Covered Termination by virtue of Section 2(b)) shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, you if such Notice of Termination is given delivered by the Company, Company and to the Company, Company if such Notice of Termination is given delivered by the Executiveyou, all in accordance with the following procedures and those set forth in Section 23procedures: (a) If such termination is for disability, Cause or Good Reason, the The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to be in writing signed by the giving thereof to the Executive, by a resolution duly adopted by a majority Co-Chairman of the directors Board of Meritage (other than you) specifying in detail the Company (or any successor corporation) then in officebasis for such termination. (c) If the Company shall furnish a Notice of Termination for Cause and you in good faith notify the Company that a dispute exists concerning such termination within the 30-day period following your receipt of such notice, you may elect to continue your employment during such dispute. If it is given by thereafter determined that (i) Cause did exist, your "Termination Date" shall be the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after earlier of (A) the date fifteen days after on which the delivery dispute is finally determined, either by mutual written agreement of the parties or pursuant to the alternative dispute resolution provisions of Section 17, or (B) the date of your death; or (ii) Cause did not exist, your employment shall continue as if the Company had not delivered its Notice of Termination and there shall in any event cease employment on the be no Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date Date arising out of receipt of the Notice of Termination, subject to the Executive’s rights hereundersuch notice. (d) The Executive shall have thirty days, or such longer period as If the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (e) The recipient of any shall furnish a Notice of Termination shall personally deliver or mail by reason of Disability and you in accordance with Section 23 written notice good faith notify the Company that a dispute exists concerning such termination within the 30-day period following your receipt of any such notice, you may elect to continue your employment during such dispute. The dispute relating to such Notice the existence of Termination to a Disability shall be resolved by the party giving such Notice within fifteen days after receipt thereof; opinion of the licensed physician selected by Meritage, provided, however, that if you do not accept the Executive’s conduct or act alleged to provide grounds for termination opinion of the licensed physician selected by Meritage, the dispute shall be resolved by the Company for Cause is curable, then such period opinion of a licensed physician who shall be thirty days. After selected by you; provided further, however, that if Meritage does not accept the expiration opinion of such periodthe licensed physician selected by you, the contents dispute shall be finally resolved by the opinion of a licensed physician selected by the licensed physicians selected by Meritage and you, respectively. If it is thereafter determined that (i) a Disability did exist, your Termination Date shall be the earlier of (A) the date on which the dispute is resolved, or (B) the date of your death, or (ii) a Disability did not exist, your employment shall continue as if the Company had not delivered its Notice of Termination and there shall become final and not subject be no Termination Date arising out of such notice. For purposes of this Agreement, "Disability" shall be given the meaning ascribed to disputesuch term in your Employment Agreement at the time the Disability determination is being made.

Termination Notice and Procedure. Any Covered Termination termination by the Company Employer or the Executive (other than a termination of the Executive’s employment that is a Covered Termination by virtue of Section 2(b)) during the Employment Period shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, Executive if such Notice is given delivered by the Company, Company and to the Company, Company if such Notice is given delivered by the Executive, all in accordance with the following procedures and those set forth in Section 23procedures: (a) If such termination is for disability, Cause or Good Reason, the The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, be approved by a resolution duly adopted by a majority of the directors members of the Company (or any successor corporation) Company’s Board of Directors then in office. (c) If the Company shall give a Notice is given of Termination for Cause or by reason of Disability and the Executive for Good Reasonin good faith notifies the Company that a dispute exists concerning such termination within the fifteen (15) day period following the Executive’s receipt of such notice, the Executive may cease performing elect to continue his duties hereunder or her employment during such dispute. If it is thereafter determined that (i) the reason given by the Company for termination did exist, the Executive’s Termination Date shall be the earlier of (A) the date on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to Section 14, (B) the date of the Company’s Notice of Termination for Cause, (C) the date of the Executive’s death, or (D) one day prior to the end of the Employment Period, and the Executive shall not be entitled to a Termination Payment based on events occurring after the date fifteen days after Company delivered its Notice of Termination; or (ii) the delivery reason given by the Company for termination did not exist, the employment of the Executive shall continue as if the Company had not delivered its Notice of Termination and there shall in any event cease employment on the be no Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date Date arising out of receipt of the Notice of Termination, subject to the Executive’s rights hereundersuch notice. (d) The Executive must provide the Company with written notice of Good Reason within a period not to exceed 90 days of the initial existence of the condition alleged to give rise to Good Reason, upon the notice of which the Company shall have a period of thirty (30) days during which it may remedy the condition. If the Executive shall have thirty days, or such longer period as in good faith give a Notice of Termination for Good Reason and the Company notifies the Executive that a dispute exists concerning the termination within the fifteen (15) day period following the Company’s receipt of such notice, the Executive may determine elect to continue his or her employment during such dispute. If it is thereafter determined that (i) Good Reason did exist, the Executive’s Termination Date shall be appropriatethe earlier of (A) the date on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to cure any conduct or actSection 14, if curable, alleged to provide grounds for termination (B) the date of the Executive’s death, or (C) one day prior to the end of the Employment Period, and the Executive’s Termination Payment shall reflect events occurring after the Executive delivered his or her Notice of Termination; or (ii) Good Reason did not exist, the employment for Cause under this Agreement pursuant to Section 1(f)(iii)of the Executive shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason. (e) The recipient If the Executive does not elect to continue employment pending resolution of any a dispute regarding a Notice of Termination shall personally deliver or mail under Sections 12(c) and (d), and it is finally determined that the reason for termination set forth in accordance with Section 23 written notice of any dispute relating to such Notice of Termination to the party giving did not exist, if such Notice within fifteen days after receipt thereof; provided, however, that if notice was delivered by the Executive’s conduct , the Executive will be deemed to have voluntarily terminated his or act alleged to provide grounds for termination her employment and if delivered by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such periodCompany, the contents Company will be deemed to have terminated the Executive other than by reason of the Notice of Termination shall become final and not subject to disputedeath, Disability or Cause.

Termination Notice and Procedure. Any Covered Termination termination by the Company or the Executive (other than a termination of the Executive’s 's employment that is a Covered Termination by virtue of Section 2(b)) during the Employment Period shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, Executive if such Notice notice is given delivered by the Company, Company and to the Company, Company if such Notice notice is given delivered by the Executive, all in accordance with the following procedures and those set forth in Section 23procedures: (a) If such termination is for disability, Cause or Good Reason, the The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, be approved by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office. (c) If the Company shall give a Notice is given of Termination for Cause or by reason of Disability and the Executive for Good Reasonin good faith notifies the Company that a dispute exists concerning such termination within the fifteen (15) day period following the Executive's receipt of such notice, the Executive may cease performing elect to continue his duties hereunder or her employment during such dispute. If it is thereafter determined that (i) the reason given by the Company for termination did exist, the Executive's Termination Date shall be the earlier of (A) the date on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to Section 6.1, (B) the date of the Company's Notice of Termination for Cause, (C) the date of the Executive's death, or (D) one day prior to the end of the Employment Period, and the Executive shall not be entitled to a Termination Payment based on events occurring after the date fifteen days after Company delivered its Notice of Termination; or (ii) the delivery reason given by the Company for termination did not exist, the employment of the Executive shall continue as if the Company had not delivered its Notice of Termination and there shall in any event cease employment on the be no Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date Date arising out of receipt of the Notice of Termination, subject to the Executive’s rights hereundersuch notice. (d) The If the Executive shall have thirty days, or such longer period as in good faith give a Notice of Termination for Good Reason and the Company notifies the Executive that a dispute exists concerning the termination within the fifteen (15) day period following the Company's receipt of such notice, the Executive may determine elect to continue his or her employment during such dispute. If it is thereafter determined that (i) Good Reason did exist, the Executive's Termination Date shall be appropriatethe earlier of (A) the date on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to cure any conduct or actSection 6.1, if curable, alleged to provide grounds for termination (B) the date of the Executive’s 's death, or (C) one day prior to the end of the Employment Period, and the Executive's Termination Payment shall reflect events occurring after the Executive delivered his Notice of Termination; or (ii) Good Reason did not exist, the employment for Cause under this Agreement pursuant to Section 1(f)(iii)of the Executive shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason. (e) The recipient If the Executive does not elect to continue employment pending resolution of any a dispute regarding a Notice of Termination shall personally deliver or mail under Sections 5.11(c) and (d), and it is finally determined that the reason for termination set forth in accordance with Section 23 written notice of any dispute relating to such Notice of Termination did not exist, if such notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, Disability or Cause. (f) If the opinion required to be delivered pursuant to Section 5.11(c) shall not have been delivered on or before the date that would otherwise constitute the Termination Date, the Termination Date shall be delayed to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such period, the contents earlier of the Notice date on which such opinion is delivered or one (1) day prior to the end of Termination shall become final and not subject to disputethe Employment Period.

Termination Notice and Procedure. (a) Any Covered Termination termination of the Executive's employment during the Employment Period by the Company or the Executive (other than a termination of the Executive’s 's employment that is a Covered Termination by virtue referenced in the second sentence of Section 2(b)the definition of "Effective Date" in Exhibit A) shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 2322: (ai) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (bii) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office, a copy of which shall accompany the Notice. (ciii) If the Notice is given by the Executive for Good Reason, then the Executive may cease performing his the Executive's duties hereunder on or after the date fifteen 15 days after the delivery of Notice of Termination (unless the Notice of Termination is based upon clause (vii) of the definition of "Good Reason" in Exhibit A, in which case the Executive may cease performing his duties at the time the Executive's employment is terminated) and shall in any event cease employment on the Termination Date, if any, arising from the delivery of such Notice. If the Notice is given by the Company, then the Executive may cease performing his the Executive's duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s 's rights hereunder. (d) The Executive shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (eiv) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 22 written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such periodfifteen days, the contents of the Notice of Termination shall become final and not subject to dispute. Notwithstanding the foregoing, (A) if the Executive terminates the Executive's employment after a Change in Control without complying with this Section 12, then the Executive will be deemed to have voluntarily terminated the Executive's employment other than for Good Reason and deemed to have delivered a written Notice of Termination to that effect to the Company as of the date of such termination and (B) if the Company terminates the Executive's employment after a Change in Control without complying with this Section 12, then the Company will be deemed to have terminated the Executive's employment other than by reason of death, disability or Cause and the Company will be deemed to have delivered a written Notice of Termination to that effect to the Executive as of the date of such termination. Under circumstances described in clause (B) above, the Executive may, but shall not be obligated to, also deliver a Notice of Termination based upon clause (vii) of the definition of "Good Reason" in Exhibit A for the purpose of subjecting such Notice to Section 12(a)(iv).

Termination Notice and Procedure. Any Covered Termination termination by the Company or the Executive (other than a termination of the Executive’s employment that is a Covered Termination by virtue of Section 2(b)) during the employment period shall be communicated by a written notice Notice of termination Termination (“Notice of Termination”) to the Executive, if such Notice of Termination is given delivered by the Company, and to the Company, if such Notice of Termination is given delivered by the Executive, all in accordance with the following procedures and those set forth in Section 23procedures: (a) If such termination is for disability, Cause or Good Reason, the The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for such termination.; (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, be approved by a resolution duly adopted by a majority of the directors Board, or a majority of the Company (or Board may delegate such authority to approve any successor corporation) then in office.Notice of Termination to the Chief Executive Officer of the Company; (c) If the Executive shall in good faith furnish a Notice is given by of Termination for Good Reason or for Good Reason During a Change of Control and the Company notifies the Executive for that a dispute exists concerning the existence of Good ReasonReason or Good Reason During a Change of Control, within the fifteen (15) day period following the Company’s receipt of such notice, the Executive may cease performing his duties hereunder on shall continue the Executive’s employment during such dispute. If it is thereafter agreed by the parties to this Agreement or after determined by arbitration that (i) Good Reason or Good Reason During a Change of Control did exist, the Executive’s Termination Date shall be the earlier of (A) the date fifteen days on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to Section 16, (B) the date of the Executive’s death or (C) one day prior to the second (2nd) anniversary of a Change of Control, if any, or (ii) Good Reason or Good Reason During a Change of Control did not exist, the employment of the Executive shall continue after such determination as if the delivery of Executive had not delivered the Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date asserting Good Reason or Good Reason During a Change of receipt of the Notice of Termination, subject to the Executive’s rights hereunder.Control; and (d) The If the Executive gives Notice of Termination of his or her employment for Good Reason or Good Reason During a Change of Control and a dispute arises as to the existence of Good Reason or Good Reason During a Change of Control, and the Executive does not continue his employment during such dispute, and it is finally determined that the reason for termination set forth in such Notice of Termination did not exist, if such notice was delivered by the Executive, the Executive shall be deemed to have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of voluntarily terminated the Executive’s employment other than for Cause under this Agreement pursuant to Section 1(f)(iii)Good Reason or Good Reason During a Change of Control. (e) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such period, the contents of the Notice of Termination shall become final and not subject to dispute.

Termination Notice and Procedure. Any Covered Termination by the Company or the Executive (other than a termination of the Executive’s employment that is a Covered Termination by virtue of Section 2(b)) shall be communicated by a written notice of termination (“Notice of Termination”) to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 2322 : (a) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office. (c) If the Notice is given by the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after the date fifteen days after the delivery of Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s rights hereunder. (d) The Executive shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (e) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 22 written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such period, the contents of the Notice of Termination shall become final and not subject to dispute.

Termination Notice and Procedure. Any Covered Termination termination by the Company or the Executive (other than a termination you of the Executive’s your employment that is a Covered Termination by virtue of Section 2(b)) shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, you if such Notice of Termination is given delivered by the Company, Company and to the Company, Company if such Notice of Termination is given delivered by the Executiveyou, all in accordance with the following procedures and those set forth in Section 23procedures: (a) If such termination is for disability, Cause or Good Reason, the The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for such termination.. 10 (b) Any Notice of Termination by the Company shall have been approved, prior to be in writing signed by the giving thereof to the Executive, by a resolution duly adopted by a majority Chairman of the directors Board of Rural/Metro, specifying in detail the Company (or any successor corporation) then in officebasis for such termination. (c) If the Company shall furnish a Notice of Termination for Cause and you in good faith notify the Company that a dispute exists concerning such termination within the 15 day period following your receipt of such notice, you may elect to continue your employment during such dispute. If it is given by thereafter determined that (i) Cause did exist, your "Termination Date" shall be the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after earlier of (A) the date fifteen days after on which the delivery dispute is finally determined, either by mutual written agreement of the parties or pursuant to the alternative dispute resolution provisions of Section 17 or (B) the date of your death, or (ii) Cause did not exist, your employment shall continue as if the Company had not delivered its Notice of Termination and there shall in any event cease employment on the be no Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date Date arising out of receipt of the Notice of Termination, subject to the Executive’s rights hereundersuch notice. (d) The Executive shall have thirty days, or such longer period as If the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (e) The recipient of any shall furnish a Notice of Termination shall personally deliver or mail by reason of Disability and you in accordance with Section 23 written notice good faith notify the Company that a dispute exists concerning such termination within the 15-day period following your receipt of any such notice, you may elect to continue your employment during such dispute. The dispute relating to such Notice the existence of Termination to a Disability shall be resolved by the party giving such Notice within fifteen days after receipt thereofopinion of the licensed physician selected by Rural/Metro; provided, however, that if you do not accept the Executive’s conduct or act alleged to provide grounds for termination opinion of the licensed physician selected by Rural/Metro, the dispute shall be resolved by the Company for Cause is curable, then such period opinion of a licensed physician who shall be thirty days. After selected by you; provided further, however, that if Rural/Metro does not accept the expiration opinion of such periodthe licensed physician selected by you, the contents dispute shall be finally resolved by the opinion of a licensed physician selected by the licensed physicians selected by Rural/Metro and you, respectively. If it is thereafter determined that (i) a Disability did exist, your Termination Date shall be the earlier of (A) the date on which the dispute is resolved or (B) the date of your death, or (ii) a Disability did not exist, your employment shall continue as if the Company had not delivered its Notice of Termination and there shall become final and not subject be no Termination Date arising out of such notice. For purposes of this Agreement, "Disability" shall be given the meaning ascribed to disputesuch term in your Employment Agreement at the time the Disability determination is being made. If there is no Employment Agreement that defines "Disability", "Disability" shall mean your inability to perform your customary duties for the Company due to a physical or mental condition that is considered to be of long-lasting or indefinite duration.

Termination Notice and Procedure. Any Covered Termination termination by the Company or the Executive (other than a termination you of the Executive’s your employment that is a Covered Termination by virtue of Section 2(b)) shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, you if such Notice of Termination is given delivered by the Company, Company and to the Company, Company if such Notice of Termination is given delivered by the Executiveyou, all in accordance with the following procedures and those set forth in Section 23procedures: (a) If such termination is for disability, Cause or Good Reason, the The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to be in writing signed by the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors President of the Company (or any successor corporation) then a member of the Board who is not a Company employee, specifying in officedetail the basis for such termination. (c) If the Company shall furnish a Notice of Termination for Cause and you in good faith notify the Company that a dispute exists concerning such termination within the 15 day period following your receipt of such notice, you may elect to continue your employment during such dispute. If it is given by thereafter determined that Cause did exist, your "Termination Date" shall be the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after earlier of (i) the date fifteen days after on which the delivery dispute is finally determined, either by mutual written agreement of the parties or pursuant to the alternative dispute resolution provisions of Section 17 or (ii) the date of your death. If it is thereafter determined that Cause did not exist, your employment shall continue as if the Company had not delivered its Notice of Termination and there shall in any event cease employment on the be no Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date Date arising out of receipt of the Notice of Termination, subject to the Executive’s rights hereundersuch notice. (d) The Executive shall have thirty days, or such longer period as If the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (e) The recipient of any shall furnish a Notice of Termination shall personally deliver or mail by reason of Disability and you in accordance with Section 23 written notice good faith notify the Company that a dispute exists concerning such termination within the 15-day period following your receipt of any such notice, you may elect to continue your employment during such dispute. The dispute relating to such Notice the existence of Termination to a Disability shall be resolved by the party giving such Notice within fifteen days after receipt thereofopinion of the licensed physician selected by Accuride; provided, however, that if you do not accept the Executive’s conduct or act alleged to provide grounds for termination opinion of the licensed physician selected by Accuride, the dispute shall be resolved by the Company for Cause is curable, then such period opinion of a licensed physician who shall be thirty days. After selected by you; provided further, however, that if Accuride does not accept the expiration opinion of such periodthe licensed physician selected by you, the contents dispute shall be finally resolved by the opinion of a licensed physician selected by the licensed physicians selected by Accuride and you, respectively. If it is thereafter determined that a Disability did exist, your Termination Date shall be the earlier of (i) the date on which the dispute is resolved or (ii) the date of your death. If it is thereafter determined that a Disability did not exist, your employment shall continue as if the Company had not delivered its Notice of Termination and there shall become final and not subject be no Termination Date arising out of such notice. For purposes of this Agreement, "Disability" shall mean your inability to disputeperform your customary duties for the Company due to a physical or mental condition that is considered to be of long-lasting or indefinite duration.

Termination Notice and Procedure. Any Covered Termination by the Company or the Executive (other than a termination of the Executive’s 's employment that is a Covered Termination by virtue of Section 2(b)) hereof) shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, if such Notice of Termination is given by the Company, and to the Company, if such Notice of Termination is given by the Executive, all in accordance with the following procedures and those set forth in Section 2323 hereof: (a) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors members of the Company (or any successor corporation) Company's Board of Directors then in office. (c) If the Notice is given by the Executive for Good Reason, the Executive may cease performing his the Executive's duties hereunder on or after the date fifteen (15) days after the delivery of Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice of Termination is given by the Company, then the Executive may cease performing his the Executive's duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s 's rights hereunder. (d) The Executive shall have thirty (30) days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s 's employment for Cause under this Agreement pursuant to Section 1(f)(iii)Subsection 1(d) (iii) hereof. (e) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 hereof written notice of any dispute relating to such Notice of Termination to the party giving such Notice of Termination within fifteen (15) days after receipt thereof; provided, however, that if the Executive’s 's conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty (30) days. After the expiration of such period, the contents of the Notice of Termination shall become final and not subject to dispute.

Termination Notice and Procedure. a. Any Covered Termination termination of the Executive’s employment during the Employment Period by the Company or the Executive (other than a termination of the Executive’s employment that is a Covered Termination by virtue referenced in the second sentence of Section 2(b)the definition of “Effective Date” in Exhibit A) shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 2322: (ai) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (bii) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office, a copy of which shall accompany the Notice. (ciii) If the Notice is given by the Executive for Good Reason, then the Executive may cease performing his the Executive’s duties hereunder on or after the date fifteen 15 days after the delivery of Notice of Termination (unless the Notice of Termination is based upon clause (vii) of the definition of “Good Reason” in Exhibit A, in which case the Executive may cease performing his duties at the time the Executive’s employment is terminated) and shall in any event cease employment on the Termination Date, if any, arising from the delivery of such Notice. If the Notice is given by the Company, then the Executive may cease performing his the Executive’s duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s rights hereunder. (d) The Executive shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (eiv) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 22 written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such periodfifteen days, in the absence of such notice of dispute, the contents of the Notice of Termination shall become final and not subject to dispute. Notwithstanding the foregoing, (a) if the Executive terminates the Executive’s employment after a Change in Control without complying with this Section 12, then the Executive will be deemed to have voluntarily terminated the Executive’s employment other than for Good Reason and deemed to have delivered a written Notice of Termination to that effect to the Company as of the date of such termination and (B) if the Company terminates the Executive’s employment after a Change in Control without complying with this Section 12, then the Company will be deemed to have terminated the Executive’s employment other than by reason of death, disability or Cause and the Company will be deemed to have delivered a written Notice of Termination to that effect to the Executive as of the date of such termination. (b) If a Change in Control occurs and the Executive’s employment with the Employer terminates (whether by the Company, the Executive or otherwise) within 180 days prior to the Change in Control, then the Executive may assert that such termination is a Covered Termination by sending a written Notice of Termination to the Company at any time prior to the first anniversary of the Change in Control in accordance with the procedures set forth in this Section 12(b) and those set forth in Section 22. If the Executive asserts that the Executive terminated the Executive’s employment for Good Reason or that the Company terminated the Executive’s employment other than for disability or Cause, then the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such assertions. The Company shall, in accordance with Section 22, give written notice of any dispute relating to such Notice of Termination to the Executive within fifteen days after receipt thereof. After the expiration of such fifteen days, in the absence of such notice of dispute, the contents of the Notice of Termination shall become final and not subject to dispute.

Termination Notice and Procedure. Any Covered Termination by the Company or the Executive (other than a termination of the Executive’s employment that is a Covered Termination by virtue of Section Subsection 2(b)) shall be communicated by a written notice of termination (“Notice of Termination”) to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 2321: (a) If such termination is for disabilityDisability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office. (c) If the Notice is given by the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after the date fifteen days after the delivery of Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s rights hereunder. (dc) The To the extent provided by the definition of Termination Date, the Executive shall have thirty ten days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii)Subsection (iii) of the definition of Cause. (ed) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 21 written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such periodperiod without a dispute, the contents of the Notice of Termination shall become final and not subject to dispute.

Termination Notice and Procedure. Any Covered Termination termination by the Company or the Executive (other than a termination you of the Executive’s your employment that is a Covered Termination by virtue of Section 2(b)) shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, you if such Notice of Termination is given delivered by the Company, Company and to the Company, Company if such Notice of Termination is given delivered by the Executiveyou, all in accordance with the following procedures and those set forth in Section 23procedures: (a) If such termination is for disability, Cause or Good Reason, the The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to be in writing signed by the giving thereof to the Executive, by a resolution duly adopted by a majority Chairman of the directors Board of Cerprobe specifying in detail the Company (or any successor corporation) then in officebasis for such termination. (c) If the Company shall furnish a Notice of Termination for Cause and you in good faith notify the Company that a dispute exists concerning such termination within the 15-day period following your receipt of such notice, you may elect to continue your employment during such dispute. If it is given by thereafter determined that (i) Cause did exist, your "Termination Date" shall be the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after earlier of (A) the date fifteen days after on which the delivery dispute is finally determined, either by mutual written agreement of the parties or pursuant to the alternative dispute resolution provisions of Section 16, or (B) the date of your death; or (ii) Cause did not exist, your employment shall continue as if the Company had not delivered its Notice of Termination and there shall in any event cease employment on the be no Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date Date arising out of receipt of the Notice of Termination, subject to the Executive’s rights hereundersuch notice. (d) The Executive shall have thirty days, or such longer period as If the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (e) The recipient of any shall furnish a Notice of Termination shall personally deliver or mail by reason of Disability and you in accordance with Section 23 written notice good faith notify the Company that a dispute exists concerning such termination within the 15-day period following your receipt of any such notice, you may elect to continue your employment during such dispute. The dispute relating to such Notice the existence of Termination to a Disability shall be resolved by the party giving such Notice within fifteen days after receipt thereof; opinion of the licensed physician selected by Cerprobe, provided, however, that if you do not accept the Executive’s conduct or act alleged to provide grounds for termination opinion of the licensed physician selected by Cerprobe, the dispute shall be resolved by the Company for Cause is curable, then such period opinion of a licensed physician who shall be thirty days. After selected by you; provided further, however, that if Cerprobe does not accept the expiration opinion of such periodthe licensed physician selected by you, the contents dispute shall be finally resolved by the opinion of a licensed physician selected by the licensed physicians selected by Cerprobe and you, respectively. If it is thereafter determined that (i) a Disability did exist, your Termination Date shall be the earlier of (A) the date on which the dispute is resolved, or (B) the date of your death, or (ii) a Disability did not exist, your employment shall continue as if the Company had not delivered its Notice of Termination shall become final and not subject to dispute.and

Termination Notice and Procedure. Any Covered Termination termination by the Company or the Executive (other than a termination you of the Executive’s your employment that is a Covered Termination by virtue of Section 2(b)) shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, you if such Notice of Termination is given delivered by the Company, Company and to the Company, Company if such Notice of Termination is given delivered by the Executiveyou, all in accordance with the following procedures and those set forth in Section 23procedures: (a) If such termination is for disability, Cause or Good Reason, the The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to be in writing signed by the giving thereof to the Executive, by a resolution duly adopted by a majority Chairman of the directors Board of Rural/Metro, specifying in detail the Company (or any successor corporation) then in officebasis for such termination. (c) If the Company shall furnish a Notice of Termination for Cause and you in good faith notify the Company that a dispute exists concerning such termination within the 15 day period following your receipt of such notice, you may elect to continue your employment during such dispute. If it is given by thereafter determined that (i) Cause did exist, your "Termination Date" shall be the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after earlier of (A) the date fifteen days after on which the delivery dispute is finally determined, either by mutual written agreement of the parties or pursuant to the alternative dispute resolution provisions of Section 18 or (B) the date of your death, or (ii) Cause did not exist, your employment shall continue as if the Company had not delivered its Notice of Termination and there shall in any event cease employment on the be no Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date Date arising out of receipt of the Notice of Termination, subject to the Executive’s rights hereundersuch notice. (d) The Executive shall have thirty days, or such longer period as If the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (e) The recipient of any shall furnish a Notice of Termination shall personally deliver or mail by reason of Disability and you in accordance with Section 23 written notice good faith notify the Company that a dispute exists concerning such termination within the 15-day period following your receipt of any such notice, you may elect to continue your employment during such dispute. The dispute relating to such Notice the existence of Termination to a Disability shall be resolved by the party giving such Notice within fifteen days after receipt thereofopinion of the licensed physician selected by Rural/Metro; provided, however, that if you do not accept the Executive’s conduct or act alleged to provide grounds for termination opinion of the licensed physician selected by Rural/Metro, the dispute shall be resolved by the Company for Cause is curable, then such period opinion of a licensed physician who shall be thirty days. After selected by you; provided further, however, that if Rural/Metro does not accept the expiration opinion of such periodthe licensed physician selected by you, the contents dispute shall be finally resolved by the opinion of a licensed physician selected by the licensed physicians selected by Rural/Metro and you, respectively. If it is thereafter determined that (i) a Disability did exist, your Termination Date shall be the earlier of (A) the date on which the dispute is resolved or (B) the date of your death, or (ii) a Disability did not exist, your employment shall continue as if the Company had not delivered its Notice of Termination and there shall become final and not subject be no Termination Date arising out of such notice. For purposes of this Agreement, "Disability" shall be given the meaning ascribed to disputesuch term in your Employment Agreement at the time the Disability determination is being made. If there is no Employment Agreement that defines "Disability", "Disability" shall mean your inability to perform your customary duties for the Company due to a physical or mental condition that is considered to be of long-lasting or indefinite duration.

Termination Notice and Procedure. Any Covered Termination by the Company or the Executive (other than a termination of the Executive’s employment that is a Covered Termination by virtue of Section 2(b)) hereof) shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 2323 hereof: (a) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office. (c) If the Notice is given by the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after the date fifteen days after the delivery of Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s rights hereunder. (d) The Executive shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii)Subsection 1(d) (iii) hereof. (e) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 hereof written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such period, the contents of the Notice of Termination shall become final and not subject to dispute.

Termination Notice and Procedure. Any Covered Termination by a. If the Company or the Executive (other than Lessor, having become entitled to terminate this Agreement, pursuant to Clause IV A1 above, it shall issue a termination of the Executive’s employment that is a Covered Termination by virtue of Section 2(b)) shall be communicated by a written default notice of termination (“Notice of Termination”) to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with setting out the following procedures and those set forth in Section 23details: (ai) If in sufficient details underlying Event of Default (ii) time period to cure the Event of Default (iii) the estimated termination payment including the details of computation thereof (iv) any other relevant information as the Lessor may deem necessary to include. b. Upon the occurrence of Lessee Event of Default, NRANVP Lessor shall deliver the above default notice to the Lessee within seven (7) days from the date of occurrence of Event of Default or from such termination is for disabilitydate when the Lessor became aware of the occurrence of such Event of Default, Cause or Good Reason, the Notice of Termination which shall indicate specify in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice above said requirements. Following the issue of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office. (c) If the Notice is given by the Executive for Good ReasonNotice, the Executive Lessee shall promptly take all such steps as may cease performing his duties hereunder on or after be necessary to ensure that the date fifteen days after the delivery of Notice of Termination and shall in Leased Land is free from any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder Encumbrance on the date of receipt re-entry and make any payment that may be due to the Lessor. c. If the Lessee fails to rectify default within 30 (thirty) days of the Notice of Termination, subject to the Executive’s rights hereunder. (d) The Executive shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination delivery of the Executive’s employment for Cause default notice, NRANVP Lessor may, without prejudice to any other right or remedy it may possess under this Agreement pursuant or under any Applicable Laws for the time being in force, terminate this Lease Agreement at any time after expiry of 30 (thirty) days after issuing of written notice advising Termination of this Agreement ("Termination Notice") to Section 1(f)(iii)the Lessee. The Lessor shall have rights to (i) re-enter and take possession and charge of the Leased Land/ along with the structure forthwith (ii) prohibit the Lessee any Person claiming through or under the Lessee from entering upon the Leased Land, Project or Property. (e) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 written notice of any dispute relating to such Notice of Termination d. Further, notwithstanding anything to the party giving such Notice within fifteen days after receipt thereof; providedcontrary contained herein in case of earlier termination or expiry of Lease, howeverthe rights, that if the Executive’s conduct or act alleged liberties and privileges vested in Authority by Chhattisgarh Nagar Tatha Gram Nivesh Adhiniyam, 1973 (No.23 of 1973) and rules notified there under from time to provide grounds for termination by the Company for Cause is curabletime, then such period shall be thirty days. After the expiration of such periodexercisable by NRANVP Lessor and Lessee shall be correspondingly liable. e. Without prejudice to any other consequence requirements under this Agreement or under any law, the contents of the Notice of Termination shall become final and not subject to dispute.following consequence will follow upon Lessee on Lessee‟s

Termination Notice and Procedure. Any Covered Termination termination by the Company or the Executive (other than a termination you of the Executive’s your employment that is a Covered Termination by virtue of Section 2(b)) shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, you if such Notice of Termination is given delivered by the Company, Company and to the Company, Company if such Notice of Termination is given delivered by the Executiveyou, all in accordance with the following procedures and those set forth in Section 23procedures: (a) If such termination is for disability, Cause or Good Reason, the The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to be in writing signed by the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors President of the Company (or any successor corporation) then a member of the Board who is not a Company employee, specifying in officedetail the basis for such termination. (c) If the Company shall furnish a Notice of Termination for Cause and you in good faith notify the Company that a dispute exists concerning such termination within the 15 day period following your receipt of such notice, you may elect to continue your employment during such dispute. If it is given by thereafter determined that Cause did exist, your “Termination Date” shall be the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after earlier of (i) the date fifteen days after on which the delivery dispute is finally determined, either by mutual written agreement of the parties or pursuant to the alternative dispute resolution provisions of Section 19 or (ii) the date of your death. If it is thereafter determined that Cause did not exist, your employment shall continue as if the Company had not delivered its Notice of Termination and there shall in any event cease employment on the be no Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date Date arising out of receipt of the Notice of Termination, subject to the Executive’s rights hereundersuch notice. (d) The Executive shall have thirty days, or such longer period as If the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (e) The recipient of any shall furnish a Notice of Termination shall personally deliver or mail by reason of Disability and you in accordance with Section 23 written notice good faith notify the Company that a dispute exists concerning such termination within the 15-day period following your receipt of any such notice, you may elect to continue your employment during such dispute. The dispute relating to such Notice the existence of Termination to a Disability shall be resolved by the party giving such Notice within fifteen days after receipt thereofopinion of the licensed physician selected by the Company; provided, however, that if you do not accept the Executive’s conduct or act alleged to provide grounds for termination opinion of the licensed physician selected by the Company for Cause is curableCompany, then such period the dispute shall be thirty days. After resolved by the expiration opinion of such perioda licensed physician who shall be selected by you; provided further, however, that if the Company does not accept the opinion of the licensed physician selected by you, the contents dispute shall be finally resolved by the opinion of the Notice of Termination shall become final and not subject to dispute.a

Termination Notice and Procedure. Any Covered Termination termination by the Company or the Executive (other than a termination you of the Executive’s your employment that is a Covered Termination by virtue of Section 2(b)) shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, you if such Notice of Termination is given delivered by the Company, Company and to the Company, Company if such Notice of Termination is given delivered by the Executiveyou, all in accordance with the following procedures and those set forth in Section 23procedures: (a) If such termination is for disability, Cause or Good Reason, the The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to be in writing signed by the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors President of the Company (or any successor corporation) then a member of the Board who is not a Company employee, specifying in officedetail the basis for such termination. (c) If the Company shall furnish a Notice of Termination for Cause and you in good faith notify the Company that a dispute exists concerning such termination within the 15 day period following your receipt of such notice, you may elect to continue your employment during such dispute. If it is given by thereafter determined that Cause did exist, your “Termination Date” shall be the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after earlier of (i) the date fifteen days after on which the delivery dispute is finally determined, either by mutual written agreement of the parties or pursuant to the alternative dispute resolution provisions of Section 19 or (ii) the date of your death. If it is thereafter determined that Cause did not exist, your employment shall continue as if the Company had not delivered its Notice of Termination and there shall in any event cease employment on the be no Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date Date arising out of receipt of the Notice of Termination, subject to the Executive’s rights hereundersuch notice. (d) The Executive shall have thirty days, or such longer period as If the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (e) The recipient of any shall furnish a Notice of Termination shall personally deliver or mail by reason of Disability and you in accordance with Section 23 written notice good faith notify the Company that a dispute exists concerning such termination within the 15-day period following your receipt of any such notice, you may elect to continue your employment during such dispute. The dispute relating to such Notice the existence of Termination to a Disability shall be resolved by the party giving such Notice within fifteen days after receipt thereofopinion of the licensed physician selected by the Company; provided, however, that if you do not accept the Executive’s conduct or act alleged to provide grounds for termination opinion of the licensed physician selected by the Company, the dispute shall be resolved by the opinion of a licensed physician who shall be selected by you; provided further, however, that if the Company does not accept the opinion of the licensed physician selected by you, the dispute shall be finally resolved by the opinion of a licensed physician selected by the licensed physicians selected by the Company for Cause and you, respectively. If it is curablethereafter determined that a Disability did exist, then such period your Termination Date shall be thirty daysthe earlier of (i) the date on which the dispute is resolved or (ii) the date of your death. After the expiration of such period, the contents of the Notice of Termination shall become final and not subject to dispute.If it is

Termination Notice and Procedure. Any Covered Termination termination by the Company or the Executive you of your employment within two (other than 2) years following a termination Change of the Executive’s employment that is a Covered Termination by virtue of Section 2(b)) Control shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, you if such Notice of Termination is given delivered by the Company, Company and to the Company, Company if such Notice of Termination is given delivered by the Executiveyou, all in accordance with the following procedures and those set forth in Section 23procedures: (a) If such termination is for disability, Cause or Good Reason, the The Notice of Termination shall indicate set forth in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, be in writing signed by a resolution duly adopted by a majority of the directors senior executive officer of the Company (or any successor corporation) then in officemember of the Executive Compensation Committee of the Board of Directors of Meritage specifying the basis for such termination. (c) If during the two (2) year period following a Change of Control the Company furnishes a Notice of Termination for Cause and you in good faith notify the Company that a dispute exists concerning such termination within the 15-day period following your receipt of such notice, you may elect to continue your employment during such dispute. If it is given by thereafter determined that (i) Cause did exist, your “Termination Date” shall be the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after earlier of (A) the date fifteen days after on which the delivery dispute is finally determined, either by mutual written agreement of the parties or pursuant to the alternative dispute resolution provisions of Section 15 or (B) the date of your death; or (ii) Cause did not exist, your employment shall continue as if the Company had not delivered its Notice of Termination and there shall in any event cease employment on the be no Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date Date arising out of receipt of the Notice of Termination, subject to the Executive’s rights hereundersuch notice. (d) The Executive shall have thirty days, or such longer If during the two (2) year period as following a Change of Control the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (e) The recipient of any furnishes a Notice of Termination shall personally deliver or mail by reason of Disability and you in accordance with Section 23 written notice good faith notify the Company that a dispute exists concerning such termination within the 15-day period following your receipt of any such notice, you may elect to continue your employment during such dispute. Any dispute relating to such Notice the existence of Termination to a Disability shall be resolved by the party giving such Notice within fifteen days after receipt thereof; opinion of the licensed physician selected by Meritage, provided, however, that if you do not accept the Executive’s conduct or act alleged to provide grounds for termination opinion of the licensed physician selected by Meritage, the dispute shall be resolved by the Company for Cause is curable, then such period opinion of a licensed physician who shall be thirty days. After selected by you; provided further, however, that if Meritage does not accept the expiration opinion of such periodthe licensed physician selected by you, the contents dispute shall be finally resolved by the opinion of a licensed physician selected by the licensed physicians selected by Meritage and you, respectively. If it is thereafter determined that (i) a Disability did exist, your Termination Date shall be the earlier of (A) the date on which the dispute is resolved or (B) the date of your death; or (ii) a Disability did not exist, your employment shall continue as if the Company had not delivered its Notice of Termination and there shall become final and not subject be no Termination Date arising out of such notice. For purposes of this Agreement, “Disability” shall mean a disability that results in you being medically unable to disputefulfill your duties of employment for six (6) consecutive months.

Termination Notice and Procedure. Any Covered Termination by the Company or the Executive (other than a termination of the Executive’s employment that is a Covered Termination by virtue of Section 2(b)) shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 23: (a) 13.1 If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) 13.2 Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office. (c) 13.3 If the Notice is given by the Executive for Good Reason, the Executive may cease performing his duties hereunder under this Agreement on or after the date fifteen days after the delivery of Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder under this Agreement on the date of receipt of the Notice of Termination, subject to the Executive’s rights hereunderunder this Agreement. (d) 13.4 The Executive shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iiiSubsection 1.4(iii). (e) 13.5 The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen days after receipt thereof; provided. However, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such period, the contents of the Notice of Termination shall become final and not subject to dispute.

Termination Notice and Procedure. Any Covered Termination termination by the Company or the Executive (other than a termination of the Executive’s 's employment that is a Covered Termination by virtue of Section 2(b)) during the Employment Period shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, if such Notice of Termination is given delivered by the Company, and to the Company, if such Notice of Termination is given delivered by the Executive, all in accordance with the following procedures and those set forth in Section 23procedures: (a) If such termination is for disability, Cause or Good Reason, the The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for such termination.; (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, be approved by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office.; (c) If the Executive shall in good faith furnish a Notice is given by of Termination for Good Reason and the Company notifies the Executive for Good Reasonthat a dispute exists concerning the termination, within the fifteen (15) day period following the Company's receipt of such notice, the Executive may cease performing his duties hereunder shall continue the Executive's employment during such dispute. If it is thereafter determined that (i) Good Reason did exist, the Executive's Termination Date shall be the earlier of (A) the date on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to Section 19 herein, (B) the date of the Executive's death or (C) one day prior to the second (2nd) anniversary of a Change of Control, and the Executive's Termination Payment, if applicable, shall reflect events occurring after the date fifteen days Executive delivered the Executive's Notice of Termination; or (ii) Good Reason did not exist, the employment of the Executive shall continue after such determination as if the delivery of Executive had not delivered the Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s rights hereunder.asserting Good Reason; (d) The If the Executive shall have thirty daysgives notice to terminate his employment for Good Reason and a dispute arises as to the validity of such dispute, or and the Executive does not continue his employment during such longer period as dispute, and it is finally determined that the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds reason for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (e) The recipient of any Notice of Termination shall personally deliver or mail set forth in accordance with Section 23 written notice of any dispute relating to such Notice of Termination to the party giving did not exist, if such Notice within fifteen days after receipt thereof; provided, however, that if notice was delivered by the Executive’s conduct or act alleged to provide grounds for termination by , the Company for Cause is curable, then such period Executive shall be thirty days. After deemed to have voluntarily terminated the expiration of such period, the contents of the Notice of Termination shall become final and not subject to disputeExecutive's employment other than for Good Reason.

Termination Notice and Procedure. Any Covered Termination by the -------------------------------- Company or the Executive (other than a termination of the Executive’s 's employment that is a Covered Termination by virtue of Section 2(b)) shall be communicated ------------ by a written notice of termination (“"Notice of Termination”") to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 23:: ---------- (a) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office. (c) If the Notice is given by the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after the date fifteen days after the delivery of Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s 's rights hereunder. (d) The Executive shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s 's employment for Cause under this Agreement pursuant to Section 1(f)(iii).. ----------------- (e) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 written notice of any dispute ---------- relating to such Notice of Termination to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the Executive’s 's conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such period, the contents of the Notice of Termination shall become final and not subject to dispute.

Termination Notice and Procedure. Any Covered Termination by the Company or the Executive (other than a termination of the Executive’s employment that is a Covered Termination by virtue of Section 2(b)Subsection 3(b) hereof) shall be communicated by a written notice of termination (“Notice of Termination”) to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 2325 hereof: (a) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office. (c) If the Notice is given by the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after the date fifteen days after the delivery of Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s rights hereunder. (dc) The To the extent provided by Subsection 2(p)(1), the Executive shall have thirty ten days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii)Subsection 2(e) (iii) hereof. (ed) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 25 hereof written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such period, the contents of the Notice of Termination shall become final and not subject to dispute.

Termination Notice and Procedure. Any Covered Termination termination by the Company or the Executive (other than a termination of the Executive’s 's employment that is a Covered Termination by virtue of Section 2(b)) during the Employment Period shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, Executive if such Notice of Termination is given delivered by the Company, Company and to the Company, Company if such Notice of Termination is given delivered by the Executive, all in accordance with the following procedures and those set forth in Section 23procedures: (a) If such termination is for disability, Cause or Good Reason, the The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for such termination.; (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, be approved by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office.; (c) If the Executive shall in good faith furnish a Notice is given by of Termination for Good Reason and the Company notifies the Executive for Good Reasonthat a dispute exists concerning the termination within the fifteen (15) day period following the Company's receipt of such notice, the Executive may cease performing his duties hereunder shall continue the Executive's employment during such dispute. If it is thereafter determined that (i) Good Reason did exist, the Executive's Termination Date shall be the earlier of (A) the date on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to Section 17 herein, (B) the date of the Executive's death or (C) one day prior to the second (2nd) anniversary of a Change of Control, and the Executive's Termination Payment, if applicable, shall reflect events occurring after the date fifteen days Executive delivered the Executive's Notice of Termination; or (Ii) Good Reason did not exist, the employment of the Executive shall continue after such determination as if the delivery of Executive had not delivered the Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s rights hereunder.asserting Good Reason; (d) The If the Executive shall have thirty daysgives notice to terminate his employment for Good Reason and a dispute arises as to the validity of such dispute, or and the Executive does not continue his employment during such longer period as dispute, and it is finally determined that the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds reason for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (e) The recipient of any Notice of Termination shall personally deliver or mail set forth in accordance with Section 23 written notice of any dispute relating to such Notice of Termination to the party giving did not exist, if such Notice within fifteen days after receipt thereof; provided, however, that if notice was delivered by the Executive’s conduct or act alleged to provide grounds for termination by , the Company for Cause is curable, then such period Executive shall be thirty days. After deemed to have voluntarily terminated the expiration of such period, the contents of the Notice of Termination shall become final and not subject to disputeExecutive's employment other than for Good Reason.

Termination Notice and Procedure. Any Covered Termination termination by the Company or the Executive (other than a termination you of the Executive’s your employment that is a Covered Termination by virtue of Section 2(b)) shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, you if such Notice of Termination is given delivered by the Company, Company and to the Company, Company if such Notice of Termination is given delivered by the Executiveyou, all in accordance with the following procedures and those set forth in Section 23procedures: (a) If such termination is for disability, Cause or Good Reason, the The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to be in writing signed by the giving thereof to the Executive, by a resolution duly adopted by a majority Chairman of the directors Board of Rural/Metro, specifying in detail the Company (or any successor corporation) then in officebasis for such termination. (c) If the Company shall furnish a Notice of Termination for Cause and you in good faith notify the Company that a dispute exists concerning such termination within the 15 day period following your receipt of such notice, you may elect to continue your employment during such dispute. If it is given by thereafter determined that (i) Cause did exist, your "Termination Date" shall be the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after earlier of (A) the date fifteen days after on which the delivery dispute is finally determined, either by mutual written agreement of the parties or pursuant to the alternative dispute resolution provisions of Section 17 or (B) the date of your death, or (ii) Cause did not exist, your employment shall continue as if the Company had not delivered its Notice of Termination and there shall in any event cease employment on the be no Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date Date arising out of receipt of the Notice of Termination, subject to the Executive’s rights hereundersuch notice. (d) The Executive shall have thirty days, or such longer period as If the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (e) The recipient of any shall furnish a Notice of Termination shall personally deliver or mail by reason of Disability and you in accordance with Section 23 written notice good faith notify the Company that a dispute exists concerning such termination within the 15-day period following your receipt of any such notice, you may elect to continue your employment during such dispute. The dispute relating to such Notice the existence of Termination to a Disability shall be resolved by the party giving such Notice within fifteen days after receipt thereofopinion of the licensed physician selected by Rural/Metro; provided, however, that if you do not accept the Executive’s conduct or act alleged to provide grounds for termination opinion of the licensed physician selected by Rural/Metro, the dispute shall be resolved by the Company for Cause is curable, then such period opinion of a licensed physician who shall be thirty days. After selected by you; provided further, however, that if Rural/Metro does not accept the expiration opinion of such periodthe licensed physician selected by you, the contents dispute shall be finally resolved by the opinion of a licensed physician selected by the Notice licensed physicians selected by Rural/Metro and you, respectively. If it is thereafter determined that (i) a Disability did exist, your Termination Date shall be the earlier of Termination shall become final and (A) the date on which the dispute is resolved or (B) the date of your death, or (ii) a Disability did not subject to dispute.exist, your

Termination Notice and Procedure. Any Covered Termination termination of your employment by the Company Corporation or the Executive you within two (other than 2) years after a termination Change of the Executive’s employment that is a Covered Termination by virtue of Section 2(b)) Control shall be communicated by a written notice of termination (“Notice of Termination”) to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executivetermination, all in accordance with the following procedures and those set forth in Section 23procedures: (a) If such The notice of termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate the specific termination provision in this Change of Control Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice If the Corporation notifies you of Termination your termination for Cause and you in good faith notify the Corporation that a dispute exists concerning such termination within fifteen (15) calendar days following your receipt of such notice, you may elect to continue your employment during such dispute. If it is thereafter determined that Cause did exist, your termination date shall be the earlier of (i) the date on which the dispute is finally determined, either by mutual written agreement of the Company shall have been approved, prior parties or pursuant to the giving thereof to arbitration provisions set out below, or (ii) the Executivedate of your death. If it is determined that Cause did not exist, by a resolution duly adopted by a majority your employment shall continue as if the Corporation had not delivered its notice of the directors of the Company (or any successor corporation) then in officetermination. (c) If the Notice is given Corporation notifies you of your termination by reason of Disability and you in good faith notify the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after the date Corporation that a dispute exists concerning such termination within fifteen (15) calendar days after the delivery of Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date of following your receipt of the Notice of Terminationsuch notice, subject you also may elect to the Executive’s rights hereunder. (d) continue your employment during such dispute. The Executive shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (e) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 written notice of any dispute relating to such Notice the existence of Termination to a Disability shall be resolved by the party giving such Notice within fifteen days after receipt thereofopinion of the licensed physician selected by the Corporation; provided, however, that if you do not accept the Executive’s conduct opinion of the licensed physician selected by the Corporation, the dispute shall be resolved by the opinion of a licensed physician who shall be selected by you; provided further, however, that if the Corporation does not accept the opinion of the licensed physician selected by you, the dispute shall be finally resolved by the opinion of a licensed physician selected by the licensed physicians selected by the Corporation and you, respectively. If it is thereafter determined that a Disability did exist, your termination date shall be the earlier of (i) the date on which the dispute is resolved or act alleged (ii) the date of your death. If it is determined that a Disability did not exist, your employment shall continue as if the Corporation had not delivered its notice of termination. (d) If you in good faith notify the Corporation of your termination for Good Reason and the Corporation notifies you that a dispute exists concerning the termination within fifteen (15) calendar days following the Corporation's receipt of such notice, you may elect to provide grounds continue your employment during such dispute. If it is thereafter determined that Good Reason did exist, your termination date shall be the earlier of (i) the date on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to the arbitration provisions set out below, (ii) the date of your death, or (iii) one day prior to the second anniversary of a Change of Control, and your payments hereunder shall reflect events occurring after you delivered notice of termination. If it is determined that Good Reason did not exist, your employment shall continue after such determination as if you had not delivered the notice of termination asserting Good Reason. (e) If you do not elect to continue employment pending resolution of a dispute regarding a notice of termination, and it is finally determined that the reason for termination set forth in such notice of termination did not exist, if such notice was delivered by you, you shall be deemed to have voluntarily terminated your employment other than for Good Reason and if delivered by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such periodCorporation, the contents Corporation will be deemed to have terminated you without Cause. (f) For purposes of this Change of Control Agreement, a transfer from the Notice Corporation to one of Termination its subsidiaries or a transfer from a subsidiary to the Corporation or another subsidiary shall become final and not subject be treated as a termination of employment. (g) If you elect to disputecontinue your employment pending the resolution of a dispute pursuant to Sections 9 (b), (c), or (d), the Corporation, in its discretion, may place you on a paid administrative leave until the dispute is resolved.

Termination Notice and Procedure. (a) Any Covered Termination termination of the Executive’s employment during the Employment Period by the Company or the Executive (other than a termination of the Executive’s employment that is a Covered Termination by virtue referenced in the second sentence of Section 2(b)the definition of “Effective Date” in Exhibit A) shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 2321: (ai) If such termination is for disability, Cause or Good Reason, then the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (bii) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office, a copy of which shall accompany the Notice. (ciii) If the Notice is given by the Executive for Good Reason, then the Executive may cease performing his the Executive’s duties hereunder on or after the date fifteen 15 days after the delivery of Notice of Termination (unless the Notice of Termination is based upon clause (vii) of the definition of “Good Reason” in Exhibit A, in which case the Executive may cease performing his duties at the time the Executive’s employment is terminated) and shall in any event cease employment on the Termination Date, if any, arising from the delivery of such Notice. If the Notice is given by the Company, then the Executive may cease performing his the Executive’s duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s rights hereunder. (d) The Executive shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (eiv) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 21 written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such periodfifteen days, the contents of the Notice of Termination shall become final and not subject to dispute. Notwithstanding the foregoing, (A) if the Executive terminates the Executive’s employment after a Change in Control without complying with this Section 12, then the Executive will be deemed to have voluntarily terminated the Executive’s employment other than for Good Reason and deemed to have delivered a written Notice of Termination to that effect to the Company as of the date of such termination and (B) if the Company or the Employer terminates the Executive’s employment after a Change in Control without complying with this Section 12, then the Company will be deemed to have terminated the Executive’s employment other than by reason of death, disability or Cause and the Company will be deemed to have delivered a written Notice of Termination to that effect to the Executive as of the date of such termination. Under circumstances described in clause (B) above, the Executive may, but shall not be obligated to, also deliver a Notice of Termination based upon clause (vii) of the definition of “Good Reason” in Exhibit A for the purpose of subjecting such Notice to Section 12(a)(iv). (b) If a Change in Control occurs and the Executive’s employment with the Employer terminates (whether by the Company, the Executive or otherwise) within 180 days prior to the Change in Control, then the Executive may assert that such termination is a Covered Termination by sending a written Notice of Termination to the Company at any time prior to the first anniversary of the Change in Control in accordance with the procedures set forth in this Section 12(b) and those set forth in Section 21. If the Executive asserts that the Executive terminated the Executive’s employment for Good Reason or that the Company terminated the Executive’s employment other than for disability or Cause, then the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such assertions. The Company shall personally deliver or mail in accordance with Section 21 written notice of any dispute relating to such Notice of Termination to the Executive within 15 days after receipt thereof. After the expiration of such 15 days, the contents of the Notice of Termination shall become final and not subject to dispute.

Termination Notice and Procedure. Any Covered Termination termination by the Company or the Executive (other than a termination you of the Executive’s your employment that is a Covered Termination by virtue of Section 2(b)) shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, you if such Notice of Termination is given delivered by the Company, Company and to the Company, Company if such Notice of Termination is given delivered by the Executiveyou, all in accordance with the following procedures and those set forth in Section 23procedures: (a) If such termination is for disability, Cause or Good Reason, the The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to be in writing signed by the giving thereof to the Executive, by a resolution duly adopted by a majority Chairman of the directors Board of Meritage specifying in detail the Company (or any successor corporation) then in officebasis for such termination. (c) If the Company shall furnish a Notice of Termination for Cause and you in good faith notify the Company that a dispute exists concerning such termination within the 30-day period following your receipt of such notice, you may elect to continue your employment (or you may be placed on paid administrative leave, at the Company's option), during such dispute. If it is given by thereafter determined that (i) Cause did exist, your "Termination Date" shall be the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after earlier of (A) the date fifteen days after on which the delivery dispute is finally determined, either by mutual written agreement of the parties or pursuant to the alternative dispute resolution provisions of Section 17, or (B) the date of your death; or (ii) Cause did not exist, your employment shall continue as if the Company had not delivered its Notice of Termination and there shall in any event cease employment on the be no Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date Date arising out of receipt of the Notice of Termination, subject to the Executive’s rights hereundersuch notice. (d) The Executive shall have thirty days, or such longer period as If the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (e) The recipient of any shall furnish a Notice of Termination shall personally deliver or mail by reason of Disability and you in accordance with Section 23 written notice good faith notify the Company that a dispute exists concerning such termination within the 30-day period following your receipt of any such notice, you may elect to continue your employment during such dispute. The dispute relating to such Notice the existence of Termination to a Disability shall be resolved by the party giving such Notice within fifteen days after receipt thereof; opinion of the licensed physician selected by Meritage, provided, however, that if you do not accept the Executive’s conduct or act alleged to provide grounds for termination opinion of the licensed physician selected by Meritage, the dispute shall be resolved by the Company for Cause is curable, then such period opinion of a licensed physician who shall be thirty days. After selected by you; provided further, however, that if Meritage does not accept the expiration opinion of such periodthe licensed physician selected by you, the contents dispute shall be finally resolved by the opinion of a licensed physician selected by the licensed physicians selected by Meritage and you, respectively. If it is thereafter determined that (i) a Disability did exist, your Termination Date shall be the earlier of (A) the date on which the dispute is resolved, or (B) the date of your death, or (ii) a Disability did not exist, your employment shall continue as if the Company had not delivered its Notice of Termination and there shall become final and not subject be no Termination Date arising out of such notice. For purposes of this Agreement, "Disability" shall be given the meaning ascribed to disputesuch term in your Employment Agreement at the time the Disability determination is being made.

Termination Notice and Procedure. (a) Any Covered Termination termination of the Executive’s employment during the Employment Period by the Company or the Executive (other than a termination of the Executive’s employment that is a Covered Termination by virtue referenced in the second sentence of Section 2(b)the definition of “Effective Date” in Exhibit A) shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 23: (ai) If such termination is for disability, Cause or Good Reason, then the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (bii) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office, a copy of which shall accompany the Notice. (ciii) If the Notice is given by the Executive for Good Reason, then the Executive may cease performing his the Executive’s duties hereunder on or after the date fifteen 15 days after the delivery of Notice of Termination (unless the Notice of Termination is based upon clause (vii) of the definition of “Good Reason” in Exhibit A, in which case the Executive may cease performing his duties at the time the Executive’s employment is terminated) and shall in any event cease employment on the Termination Date, if any, arising from the delivery of such Notice. If the Notice is given by the Company, then the Executive may cease performing his the Executive’s duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s rights hereunder. (d) The Executive shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (eiv) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such periodfifteen days, the contents of the Notice of Termination shall become final and not subject to dispute. Notwithstanding the foregoing, (A) if the Executive terminates the Executive’s employment after a Change in Control without complying with this Section 12, then the Executive will be deemed to have voluntarily terminated the Executive’s employment other than for Good Reason and deemed to have delivered a written Notice of Termination to that effect to the Company as of the date of such termination and (B) if the Company or the Employer terminates the Executive’s employment after a Change in Control without complying with this Section 12, then the Company will be deemed to have terminated the Executive’s employment other than by reason of death, disability or Cause and the Company will be deemed to have delivered a written Notice of Termination to that effect to the Executive as of the date of such termination. Under circumstances described in clause (B) above, the Executive may, but shall not be obligated to, also deliver a Notice of Termination based upon clause (vii) of the definition of “Good Reason” in Exhibit A for the purpose of subjecting such Notice to Section 12(a)(iv). (b) If a Change in Control occurs and the Executive’s employment with the Employer terminates (whether by the Company, the Executive or otherwise) within 180 days prior to the Change in Control, then the Executive may assert that such termination is a Covered Termination by sending a written Notice of Termination to the Company at any time prior to the day 180 days following the Change in Control in accordance with the procedures set forth in this Section 12(b) and those set forth in Section 23. If the Executive asserts that the Executive terminated the Executive’s employment for Good Reason or that the Company terminated the Executive’s employment other than for disability or Cause, then the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such assertions. The Company shall personally deliver or mail in accordance with Section 23 written notice of any dispute relating to such Notice of Termination to the Executive within 15 days after receipt thereof. After the expiration of such 15 days, the contents of the Notice of Termination shall become final and not subject to dispute. If the Executive’s termination constitutes a Covered Termination under this Section 12(b) such that the Executive is entitled to receive the Termination Payment, then such Termination Payment shall be paid to the Executive in cash equivalent on the first anniversary of the Change in Control and shall be accompanied by an interest payment calculated at Prime, such rate to be determined on the date of the Change in Control, compounded quarterly, from the date of the Change in Control. In addition, for purposes of applying the provisions of Section 8(a)(ii), the first anniversary of the Change in Control shall be considered the Termination Payment Date.

Termination Notice and Procedure. Any Covered Termination termination by the Company or the Executive (other than a termination you of the Executive’s your employment that is a Covered Termination by virtue of Section 2(b)) shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, you if such Notice of Termination is given 6 Mr. Xxxxxxx X. Xxxxxxx July 1, 2000 Page 6 delivered by the Company, Company and to the Company, Company if such Notice of Termination is given delivered by the Executiveyou, all in accordance with the following procedures and those set forth in Section 23procedures: (a) If such termination is for disability, Cause or Good Reason, the The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to be in writing signed by the giving thereof to the Executive, by a resolution duly adopted by a majority Chairman of the directors Board of Microtest, specifying in detail the Company (or any successor corporation) then in officebasis for such termination. (c) If the Company shall furnish a Notice of Termination for Cause and you in good faith notify the Company that a dispute exists concerning such termination within the 15-day period following your receipt of such notice, you may elect to continue your employment during such dispute. If it is given by thereafter determined that (i) Cause did exist, your "Termination Date" shall be the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after earlier of (A) the date fifteen days after on which the delivery dispute is finally determined, either by mutual written agreement of the parties or pursuant to the alternative dispute resolution provisions of Section 16 or (B) the date of your death, or (ii) Cause did not exist, your employment shall continue as if the Company had not delivered its Notice of Termination and there shall in any event cease employment on the be no Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date Date arising out of receipt of the Notice of Termination, subject to the Executive’s rights hereundersuch notice. (d) The Executive shall have thirty days, or such longer period as If the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (e) The recipient of any shall furnish a Notice of Termination shall personally deliver or mail by reason of Disability and you in accordance with Section 23 written notice good faith notify the Company that a dispute exists concerning such termination within the 15-day period following your receipt of any such notice, you may elect to continue your employment during such dispute. The dispute relating to such Notice the existence of Termination to a Disability shall be resolved by the party giving such Notice within fifteen days after receipt thereofopinion of the licensed physician selected by Microtest; provided, however, that if you do not accept the Executive’s conduct or act alleged to provide grounds for termination opinion of the licensed physician selected by Microtest, the dispute shall be resolved by the Company for Cause is curable, then such period opinion of a licensed physician who shall be thirty days. After selected by you; provided further, however, that if Microtest does not accept the expiration opinion of such periodthe licensed physician selected by you, the contents dispute shall be finally resolved by the opinion of a licensed physician selected by the licensed physicians selected by Microtest and you, respectively. If it is thereafter determined that (i) a Disability did exist, your Termination Date shall be the earlier of (A) the date on which the dispute is resolved or (B) the date of your death, or (ii) a Disability did not exist, your employment shall continue as if the Company had not delivered its Notice of Termination and there shall become final and not subject be no Termination Date arising out of such notice. For purposes of this Agreement, "Disability" shall be given the meaning ascribed to disputesuch term in your Employment Agreement at the time the Disability determination is being made. If there is no Employment Agreement that defines "Disability," "Disability" shall mean your inability to perform your customary duties for the Company due to a physical or mental condition that is considered to be of long-lasting or indefinite duration.

Termination Notice and Procedure. Any Covered Termination by the Company or the Executive (other than a termination of the Executive’s 's employment that is a Covered Termination by virtue of Section 2(b)) hereof) shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 2323 hereof: (a) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office. (c) If the Notice is given by the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after the date fifteen days after the delivery of Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s 's rights hereunder. (d) The Executive shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s 's employment for Cause under this Agreement pursuant to Section 1(f)(iii)Subsection 1(d) (iii) hereof. (e) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 hereof written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the Executive’s 's conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such period, the contents of the Notice of Termination shall become final and not subject to dispute.

Termination Notice and Procedure. Any Covered Termination termination by the Company or the Executive (other than a termination you of the Executive’s your employment that is a Covered Termination by virtue of Section 2(b)) shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, you if such Notice of Termination is given delivered by the Company, Company and to the Company, Company if such Notice of Termination is given delivered by the Executiveyou, all in accordance with the following procedures and those set forth in Section 23procedures: (a) If such termination is for disability, Cause or Good Reason, the The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to be in writing signed by the giving thereof to the Executive, by a resolution duly adopted by a majority Chairman of the directors Board of Rural/Metro, specifying in detail the Company (or any successor corporation) then in officebasis for such termination. (c) If the Company shall furnish a Notice of Termination for Cause and you in good faith notify the Company that a dispute exists concerning such termination within the 15 day period following your receipt of such notice, you may elect to continue your employment during such dispute. If it is given by thereafter determined that (i) Cause did exist, your “Termination Date” shall be the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after earlier of (A) the date fifteen days after on which the delivery dispute is finally determined, either by mutual written agreement of the parties or pursuant to the alternative Xxxxxxxx X. Xxxxxxx dispute resolution provisions of Section 18 or (B) the date of your death, or (ii) Cause did not exist, your employment shall continue as if the Company had not delivered its Notice of Termination and there shall in any event cease employment on the be no Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date Date arising out of receipt of the Notice of Termination, subject to the Executive’s rights hereundersuch notice. (d) The Executive shall have thirty days, or such longer period as If the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (e) The recipient of any shall furnish a Notice of Termination shall personally deliver or mail by reason of Disability and you in accordance with Section 23 written notice good faith notify the Company that a dispute exists concerning such termination within the 15-day period following your receipt of any such notice, you may elect to continue your employment during such dispute. The dispute relating to such Notice the existence of Termination to a Disability shall be resolved by the party giving such Notice within fifteen days after receipt thereofopinion of the licensed physician selected by Rural/Metro; provided, however, that if you do not accept the Executive’s conduct or act alleged to provide grounds for termination opinion of the licensed physician selected by Rural/Metro, the dispute shall be resolved by the Company for Cause is curable, then such period opinion of a licensed physician who shall be thirty days. After selected by you; provided further, however, that if Rural/Metro does not accept the expiration opinion of such periodthe licensed physician selected by you, the contents dispute shall be finally resolved by the opinion of a licensed physician selected by the licensed physicians selected by Rural/Metro and you, respectively. If it is thereafter determined that (i) a Disability did exist, your Termination Date shall be the earlier of (A) the date on which the dispute is resolved or (B) the date of your death, or (ii) a Disability did not exist, your employment shall continue as if the Company had not delivered its Notice of Termination and there shall become final and not subject be no Termination Date arising out of such notice. For purposes of this Agreement, “Disability” shall be given the meaning ascribed to disputesuch term in your Employment Agreement at the time the Disability determination is being made. If there is no Employment Agreement that defines “Disability”, “Disability” shall mean your inability to perform your customary duties for the Company due to a physical or mental condition that is considered to be of long-lasting or indefinite duration.

Termination Notice and Procedure. Any Covered Termination termination by the Company or the Executive (other than a termination of the Executive’s employment that is a Covered Termination by virtue of Section 2(b)) shall be communicated by a written notice of termination (“Notice of Termination”) to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 23procedures: (a) If if such termination is for disabilityDisability, Cause Cause, or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination.. No Notice of Termination for Cause shall be delivered unless the Board has made a good faith determination, after providing Executive with the opportunity to appear before the Board and be heard, that the conduct or acts of Executive specified in the Notice of Termination occurred and constitute Cause (as defined in Paragraph 5.1.3), and such Notice of Termination provides the Executive with an opportunity to cure such conduct or acts as contemplated by Paragraph 5.2(d), below; (b) Any any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office.office excluding Executive; (c) If if the Notice of Termination is given by the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after hereunder, subject to the date fifteen days after the delivery of Notice of Termination and shall in any event cease employment on the Termination DateCompany’s opportunity to cure below. If the Notice of Termination is given by the CompanyCompany for Cause, then the Executive may cease performing his duties hereunder on the date of receipt of the Notice of Terminationhereunder, subject to the Executive’s rights hereunder.opportunity to cure pursuant to Paragraph 5.2(d) below; (d) The if the Notice of Termination is given by the Company for Cause, Executive shall have thirty (30) days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant Cause. If the Notice of Termination is given by Executive for Good Reason, the Company shall have thirty (30) days, or such longer period as Executive may determine to Section 1(f)(iii).be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of employment for Good Reason; and (e) The the recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 Paragraph 8.6 below written notice of any dispute relating to such Notice of Termination to the party giving such Notice of Termination within fifteen (15) days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty (30) days. After the expiration of such periodperiod without a written notice of dispute being provided, the contents of the Notice of Termination shall become final and not subject to dispute.

Termination Notice and Procedure. (a) Any Covered Termination termination of the Executive’s employment during the Employment Period by the Company or the Executive (other than a termination of the Executive’s employment that is a Covered Termination by virtue referenced in the second sentence of Section 2(b)the definition of “Effective Date” in Exhibit A) shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 23: (ai) If such termination is for disability, Cause or Good Reason, then the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (bii) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office, a copy of which shall accompany the Notice. (ciii) If the Notice is given by the Executive for Good Reason, then the Executive may cease performing his the Executive’s duties hereunder on or after the date fifteen 15 days after the delivery of Notice of Termination (unless the Notice of Termination is based upon clause (vii) of the definition of “Good Reason” in Exhibit A, in which case the Executive may cease performing his duties at the time the Executive’s employment is terminated) and shall in any event cease employment on the Termination Date, if any, arising from the delivery of such Notice. If the Notice is given by the Company, then the Executive may cease performing his the Executive’s duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s rights hereunder. (d) The Executive shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (eiv) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such periodfifteen days, the contents of the Notice of Termination shall become final and not subject to dispute. Notwithstanding the foregoing, (A) if the Executive terminates the Executive’s employment after a Change in Control without complying with this Section 12, then the Executive will be deemed to have voluntarily terminated the Executive’s employment other than for Good Reason and deemed to have delivered a written Notice of Termination to that effect to the Company as of the date of such termination and (B) if the Company or the Employer terminates the Executive’s employment after a Change in Control without complying with this Section 12, then the Company will be deemed to have terminated the Executive’s employment other than by reason of death, disability or Cause and the Company will be deemed to have delivered a written Notice of Termination to that effect to the Executive as of the date of such termination. Under circumstances described in clause (B) above, the Executive may, but shall not be obligated to, also deliver a Notice of Termination based upon clause (vii) of the definition of “Good Reason” in Exhibit A for the purpose of subjecting such Notice to Section 12(a)(iv). (b) If a Change in Control occurs and the Executive’s employment with the Employer terminates (whether by the Company, the Executive or otherwise) within 180 days prior to the Change in Control, then the Executive may assert that such termination is a Covered Termination by sending a written Notice of Termination to the Company at any time prior to the day 180 days following the Change in Control in accordance with the procedures set forth in this Section 12(b) and those set forth in Section 23. If the Executive asserts that the Executive terminated the Executive’s employment for Good Reason or that the Company terminated the Executive’s employment other than for disability or Cause, then the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such assertions. The Company shall personally deliver or mail in accordance with Section 23 written notice of any dispute relating to such Notice of Termination to the Executive within 15 days after receipt thereof. After the expiration of such 15 days, the contents of the Notice of Termination shall become final and not subject to dispute. If the Executive’s termination constitutes a Covered Termination under this Section 12(b) such that the Executive is entitled to receive the Termination Payment, then such Termination Payment shall be paid to the Executive in cash equivalent on the first anniversary of the Change in Control and shall be accompanied by an interest payment calculated at Prime, such rate to be determined on the date of the Change in Control, compounded quarterly, from the date of the Change in Control.

Termination Notice and Procedure. Any Covered Termination termination by the Company Employer or the Executive (other than a termination of the Executive’s employment that is a Covered Termination by virtue of Section 2(b)) during the Employment Period shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, Executive if such Notice is given delivered by the Company, Company and to the Company, Company if such Notice is given delivered by the Executive, all in accordance with the following procedures and those set forth in Section 23procedures: (a) If such termination is for disability, Cause or Good Reason, the The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, be approved by a resolution duly adopted by a majority of the directors members of the Company (or any successor corporation) Company’s Board of Directors then in office. (c) If the Company shall give a Notice is given of Termination for Cause or by reason of Disability and the Executive for Good Reasonin good faith notifies the Company that a dispute exists concerning such termination within the fifteen (15) day period following the Executive’s receipt of such notice, the Executive may cease performing elect to continue his duties hereunder or her employment during such dispute. If it is thereafter determined that (i) the reason given by the Company for termination did exist, the Executive’s Termination Date shall be the earlier of (A) the date on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to Section 14, (B) the date of the Company’s Notice of Termination for Cause, (C) the date of the Executive’s death, or (D) one day prior to the end of the Employment Period, and the Executive shall not be entitled to a Termination Payment based on events occurring after the date fifteen days after Company delivered its Notice of Termination; or (ii) the delivery reason given by the Company for termination did not exist, the employment of the Executive shall continue as if the Company had not delivered its Notice of Termination and there shall in any event cease employment on the be no Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date Date arising out of receipt of the Notice of Termination, subject to the Executive’s rights hereundersuch notice. (d) The Executive must provide the Company with written notice of Good Reason within a period not to exceed 90 days of the initial existence of the condition alleged to give rise to Good Reason, upon the notice of which the Company shall have a period of 30 days during which it may remedy the condition. If the Executive shall have thirty days, or such longer period as in good faith give a Notice of Termination for Good Reason and the Company notifies the Executive that a dispute exists concerning the termination within the fifteen (15) day period following the Company’s receipt of such notice, the Executive may determine elect to continue his or her employment during such dispute. If it is thereafter determined that (i) Good Reason did exist, the Executive’s Termination Date shall be appropriatethe earlier of (A) the date on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to cure any conduct or actSection 14, if curable, alleged to provide grounds for termination (B) the date of the Executive’s death, or (C) one day prior to the end of the Employment Period, and the Executive’s Termination Payment shall reflect events occurring after the Executive delivered his or her Notice of Termination; or (ii) Good Reason did not exist, the employment for Cause under this Agreement pursuant to Section 1(f)(iii)of the Executive shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason. (e) The recipient If the Executive does not elect to continue employment pending resolution of any a dispute regarding a Notice of Termination shall personally deliver or mail under Sections 12(c) and (d), and it is finally determined that the reason for termination set forth in accordance with Section 23 written notice of any dispute relating to such Notice of Termination to the party giving did not exist, if such Notice within fifteen days after receipt thereof; provided, however, that if notice was delivered by the Executive’s conduct , the Executive will be deemed to have voluntarily terminated his or act alleged to provide grounds for termination her employment and if delivered by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such periodCompany, the contents Company will be deemed to have terminated the Executive other than by reason of the Notice of Termination shall become final and not subject to disputedeath, Disability or Cause.

Termination Notice and Procedure. Any Covered Termination termination by the Company Bank or the Executive (other than a termination of the Executive’s employment that is during the two years immediately following a Covered Termination by virtue Change of Section 2(b)) shall Control will be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, Executive if such Notice of Termination is given delivered by the Company, Bank and to the Company, Bank if such Notice of Termination is given delivered by the Executive, all in accordance with the following procedures and those set forth in Section 23: (a) If such termination is for disability, Cause or Good Reason, the procedures: The Notice of Termination shall will indicate the specific termination provision in this Agreement relied upon, if applicable, and will set forth in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) . Any Notice of Termination by the Company shall have been approved, prior Bank will be in writing signed by the Chairman of the Board of the Bank. The Executive must provide Notice of Termination for Good Reason to the giving thereof to the Executive, by a resolution duly adopted by a majority Bank within 90 days of the directors initial existence of the Company (or any successor corporation) then in office. (c) condition, upon the Notice of which, the Bank will have 30 days during which it may remedy the condition. If the Bank furnishes Executive with a Notice of Termination or if Executive furnishes the Bank with a Notice of Termination, and no good faith dispute exists regarding such termination, then the date of Executive’s termination will be the date such Notice of Termination is deemed given by pursuant to Section 14 of this Agreement. If the Bank in good faith furnishes Executive with a Notice of Termination for Good ReasonCause and Executive in good faith notifies the Bank that a dispute exists concerning such termination within the 15-day period following Executive’s receipt of such notice, Executive may elect to continue Executive’s employment during such dispute. If it is thereafter determined that (i) Cause did exist, the Executive may cease performing his duties hereunder on or after date of Executive’s termination will be the earlier of (A) the date fifteen days after on which the delivery dispute is finally determined or (B) the date of Executive’s death or permanent disability; or (ii) Cause did not exist, Executive’s employment will continue as if the Bank had not delivered its Notice of Termination and shall in any event cease employment on the Termination Datethere will be no termination arising out of such notice. If Executive in good faith furnishes a Notice of Termination for Good Reason and the Notice is given by Bank notifies Executive that a dispute exists concerning the Companytermination within the 15-day period following the Bank’s receipt of such notice, then the Executive may cease performing his duties hereunder elect to continue Executive’s employment during such dispute. If it is thereafter determined that (i) Good Reason did exist, Executive’s date of termination will be the earlier of (A) the date on which the dispute is finally determined or (B) the date of receipt Executive’s death or permanent disability; or (ii) Good Reason did not exist, Executive’s employment will continue after such determination as if Executive had not delivered the Notice of Termination asserting Good Reason. If Good Reason is determined to exist, Executive’s salary, bonus and Fringe Benefits prior to such determination will be no less than Executive’s salary, bonus and benefits immediately prior to the Change of Control which gives rise to Executive’s right to receive Termination Benefits as provided in this Agreement. If Executive does not elect to continue employment pending resolution of a dispute regarding a Notice of Termination, subject to and it is finally determined that the Executive’s rights hereunder. (d) The Executive shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds reason for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (e) The recipient of any Notice of Termination shall personally deliver or mail set forth in accordance with Section 23 written notice of any dispute relating to such Notice of Termination did not exist, if such notice was delivered by Executive, Executive will be deemed to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the have voluntarily terminated Executive’s conduct or act alleged to provide grounds employment other than for termination Good Reason and if delivered by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such periodBank, the contents of the Notice of Termination shall become final and not subject Bank will be deemed to disputehave terminated Executive without Cause.

Termination Notice and Procedure. Any Covered -------------------------------- Termination by the Company or the Executive (other than a termination of the Executive’s 's employment that is a Covered Termination by virtue of Section 2(b)) hereof) shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 2323 hereof: (a) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office. (c) If the Notice is given by the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after the date fifteen days after the delivery of Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s 's rights hereunder. (d) The Executive shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s 's employment for Cause under this Agreement pursuant to Section 1(f)(iii)Subsection 1(d) (iii) hereof. (e) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 hereof written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the Executive’s 's conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such period, the contents of the Notice of Termination shall become final and not subject to dispute.

Termination Notice and Procedure. Any Covered Termination termination by the Company or the Executive (other than a termination of the Executive’s 's employment that is a Covered Termination by virtue of Section 2(b)) during the employment period shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, if such Notice of Termination is given delivered by the Company, and to the Company, if such Notice of Termination is given delivered by the Executive, all in accordance with the following procedures and those set forth in Section 23procedures: (a) If such termination is for disability, Cause or Good Reason, the The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for such termination.; (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, be approved by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) Board then in office.; (c) If the Executive shall in good faith furnish a Notice is given by of Termination for Good Reason and the Company notifies the Executive for Good Reasonthat a dispute exists concerning the termination, within the fifteen (15) day period following the Company's receipt of such notice, the Executive may cease performing his duties hereunder shall continue the Executive's employment during such dispute. If it is thereafter determined that (i) Good Reason did exist, the Executive's Termination Date shall be the earlier of (A) the date on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to Section 19 herein, or (B) the date of the Executive's death, and the Executive's Termination Payment, if applicable, shall reflect events occurring after the date fifteen days Executive delivered the Executive's Notice of Termination; or (ii) Good Reason did not exist, the employment of the Executive shall continue after such determination as if the delivery of Executive had not delivered the Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s rights hereunder.asserting Good Reason; (d) The If the Executive gives notice to terminate his employment for Good Reason and a dispute arises as to the validity of such dispute, and the Executive does not continue his employment during such dispute, and it is finally determined that the reason for termination set forth in such Notice of Termination did not exist, if such notice was delivered by the Executive, the Executive shall be deemed to have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of voluntarily terminated the Executive’s 's employment other than for Cause under this Agreement pursuant to Section 1(f)(iii).Good Reason; (e) The recipient Board's determination of any Notice of Termination whether or not the Executive has Good Reason for terminating such Executive's employment hereunder, shall personally deliver not prevent the Executive from disputing this determination and resolving the disagreement by mediation or mail in accordance with Section 23 written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such period, the contents of the Notice of Termination shall become final arbitration as defined under Sections 28 and not subject to dispute29.

Termination Notice and Procedure. Any Covered Termination termination by the Company or the Executive (other than a termination of the Executive’s 's employment that is a Covered Termination by virtue of Section 2(b)) during the Employment Term shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, Executive if such Notice of Termination is given delivered by the Company, Company and to the Company, Company if such Notice of Termination is given delivered by the Executive, all in accordance with the following procedures and those set forth in Section 23procedures: (a) If such termination is for disability, Cause or Good Reason, the The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for termination. In the event of a termination claimed by the Company pursuant to Section 1(e)(iii) or (iv) hereof and the Executive notifies the Company that a dispute exists concerning the termination within the fifteen (15) day period following cure period specified in Section 1 hereof, the Executive shall continue to receive 50% of the Executive's base salary and all other benefits to which he is entitled to receive hereunder until the earlier of (i) 60 days following such terminationtermination or (ii) resolution of such dispute in accordance with Section 16 hereof. If such dispute is resolved in favor of the Executive, the Company shall immediately pay the Executive the remainder of the base pay that was not paid to the Executive during the pendency of the dispute. If at any time during the pendency of such dispute the Company fails to pay and provide such base salary and benefits to the Executive in a timely manner the Company shall be deemed to have automatically waived whatever rights it then may have had to terminate the Executive's employment for "cause." (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, be approved by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office.; (c) If the Executive shall in good faith furnish a Notice is given by of Termination for Good Reason and the Company notifies the Executive for Good Reasonthat a dispute exists concerning the termination within the fifteen (15) day period following the Company's receipt of such notice, the Executive may cease performing his duties hereunder on or after shall continue the Executive's employment during such dispute. If it is thereafter determined that (i) Good Reason did exist, the Executive's Termination Date shall be deemed to be the date fifteen days on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to Section 16 herein or (ii) Good Reason did not exist, the employment of the Executive shall continue after such determination as if the delivery of Executive had not delivered the Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s rights hereunder.asserting Good Reason; (d) The If the Executive shall have thirty daysgives notice to terminate his employment for Good Reason and a dispute arises as to the validity of such dispute, or and the Executive does not continue his employment during such longer period as dispute, and it is finally determined that the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds reason for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (e) The recipient of any Notice of Termination shall personally deliver or mail set forth in accordance with Section 23 written notice of any dispute relating to such Notice of Termination to the party giving did not exist, if such Notice within fifteen days after receipt thereof; provided, however, that if notice was delivered by the Executive’s conduct or act alleged to provide grounds for termination by , the Company for Cause is curable, then such period Executive shall be thirty days. After deemed to have voluntarily terminated the expiration of such period, the contents of the Notice of Termination shall become final and not subject to disputeExecutive's employment other than for Good Reason.

Termination Notice and Procedure. Any Covered Termination by the Company or the Executive Employee (other than a termination of the ExecutiveEmployee’s employment that is a Covered Termination by virtue of Section Subsection 2(b)) hereof) shall be communicated by a written notice of termination (“Notice of Termination”) to the ExecutiveEmployee, if such Notice is given by the Company, and to the Company, if such Notice is given by the ExecutiveEmployee, all in accordance with the following procedures and those set forth in Section 2323 hereof: (a) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the ExecutiveEmployee, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office. (c) If the Notice is given by the Executive Employee for Good Reason, the Executive Employee may cease performing his the Employee’s duties hereunder on or after the date fifteen 15 days after the delivery of Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive Employee may cease performing his the Employee’s duties hereunder on the date of receipt of the Notice of Termination, subject to the ExecutiveEmployee’s rights hereunder. (d) The Executive Employee shall have thirty 30 days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the ExecutiveEmployee’s employment for Cause under this Agreement pursuant to Section 1(f)(iii)Subsection 1(d) (iii) hereof. (e) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 hereof written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen 15 days after receipt thereof; provided, however, that if the ExecutiveEmployee’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such period, the contents of the Notice of Termination shall become final and not subject to dispute.

Termination Notice and Procedure. Any Covered Termination termination by the Company or the Executive (other than a termination you of the Executive’s your employment that is a Covered Termination by virtue of Section 2(b)) shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, you if such Notice of Termination is given 6 Mr. Xxxxxxx X. Xxxx July 1, 2000 Page 6 delivered by the Company, Company and to the Company, Company if such Notice of Termination is given delivered by the Executiveyou, all in accordance with the following procedures and those set forth in Section 23procedures: (a) If such termination is for disability, Cause or Good Reason, the The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to be in writing signed by the giving thereof to the Executive, by a resolution duly adopted by a majority Chairman of the directors Board of Microtest, specifying in detail the Company (or any successor corporation) then in officebasis for such termination. (c) If the Company shall furnish a Notice of Termination for Cause and you in good faith notify the Company that a dispute exists concerning such termination within the 15-day period following your receipt of such notice, you may elect to continue your employment during such dispute. If it is given by thereafter determined that (i) Cause did exist, your "Termination Date" shall be the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after earlier of (A) the date fifteen days after on which the delivery dispute is finally determined, either by mutual written agreement of the parties or pursuant to the alternative dispute resolution provisions of Section 16 or (B) the date of your death, or (ii) Cause did not exist, your employment shall continue as if the Company had not delivered its Notice of Termination and there shall in any event cease employment on the be no Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date Date arising out of receipt of the Notice of Termination, subject to the Executive’s rights hereundersuch notice. (d) The Executive shall have thirty days, or such longer period as If the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (e) The recipient of any shall furnish a Notice of Termination shall personally deliver or mail by reason of Disability and you in accordance with Section 23 written notice good faith notify the Company that a dispute exists concerning such termination within the 15-day period following your receipt of any such notice, you may elect to continue your employment during such dispute. The dispute relating to such Notice the existence of Termination to a Disability shall be resolved by the party giving such Notice within fifteen days after receipt thereofopinion of the licensed physician selected by Microtest; provided, however, that if you do not accept the Executive’s conduct or act alleged to provide grounds for termination opinion of the licensed physician selected by Microtest, the dispute shall be resolved by the Company for Cause is curable, then such period opinion of a licensed physician who shall be thirty days. After selected by you; provided further, however, that if Microtest does not accept the expiration opinion of such periodthe licensed physician selected by you, the contents dispute shall be finally resolved by the opinion of a licensed physician selected by the licensed physicians selected by Microtest and you, respectively. If it is thereafter determined that (i) a Disability did exist, your Termination Date shall be the earlier of (A) the date on which the dispute is resolved or (B) the date of your death, or (ii) a Disability did not exist, your employment shall continue as if the Company had not delivered its Notice of Termination and there shall become final and not subject be no Termination Date arising out of such notice. For purposes of this Agreement, "Disability" shall be given the meaning ascribed to disputesuch term in your Employment Agreement at the time the Disability determination is being made. If there is no Employment Agreement that defines "Disability," "Disability" shall mean your inability to perform your customary duties for the Company due to a physical or mental condition that is considered to be of long-lasting or indefinite duration.

Termination Notice and Procedure. (a) Any Covered Termination termination of the Executive’s employment during the Employment Period by the Company or the Executive (other than a termination of the Executive’s employment that is a Covered Termination by virtue referenced in the second sentence of Section 2(b)the definition of “Effective Date” in Exhibit A) shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 2321: (ai) If such termination is for disability, Cause or Good Reason, then the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (bii) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office, a copy of which shall accompany the Notice. (ciii) If the Notice is given by the Executive for Good Reason, then the Executive may cease performing his the Executive’s duties hereunder on or after the date fifteen 15 days after the delivery of Notice of Termination (unless the Notice of Termination is based upon clause [A:] (viii) [B:] (vii) of the definition of “Good Reason” in Exhibit A, in which case the Executive may cease performing his duties at the time the Executive’s employment is terminated) and shall in any event cease employment on the Termination Date, if any, arising from the delivery of such Notice. If the Notice is given by the Company, then the Executive may cease performing his the Executive’s duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s rights hereunder. (d) The Executive shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (eiv) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 21 written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such periodfifteen days, the contents of the Notice of Termination shall become final and not subject to dispute. Notwithstanding the foregoing, (A) if the Executive terminates the Executive’s employment after a Change in Control without complying with this Section 12, then the Executive will be deemed to have voluntarily terminated the Executive’s employment other than for Good Reason and deemed to have delivered a written Notice of Termination to that effect to the Company as of the date of such termination and (B) if the Company or the Employer terminates the Executive’s employment after a Change in Control without complying with this Section 12, then the Company will be deemed to have terminated the Executive’s employment other than by reason of death, disability or Cause and the Company will be deemed to have delivered a written Notice of Termination to that effect to the Executive as of the date of such termination. Under circumstances described in clause (B) above, the Executive may, but shall not be obligated to, also deliver a Notice of Termination based upon clause [A:] (viii) [B:] (vii) of the definition of “Good Reason” in Exhibit A for the purpose of subjecting such Notice to Section 12(a)(iv). (b) If a Change in Control occurs and the Executive’s employment with the Employer terminates (whether by the Company, the Executive or otherwise) within 180 days prior to the Change in Control, then the Executive may assert that such termination is a Covered Termination by sending a written Notice of Termination to the Company at any time prior to the first anniversary of the Change in Control in accordance with the procedures set forth in this Section 12(b) and those set forth in Section 21. If the Executive asserts that the Executive terminated the Executive’s employment for Good Reason or that the Company terminated the Executive’s employment other than for disability or Cause, then the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such assertions. The Company shall personally deliver or mail in accordance with Section 21 written notice of any dispute relating to such Notice of Termination to the Executive within 15 days after receipt thereof. After the expiration of such 15 days, the contents of the Notice of Termination shall become final and not subject to dispute. If there is no dispute and the Executive experienced a Covered Termination, the Termination Payment shall be paid in a cash lump sum one month following the first anniversary of the Change in Control. If there is a dispute that extends beyond the first anniversary of the Change in Control, and the dispute is resolved in the Executive’s favor, the Termination Payment shall be paid in a cash lump sum promptly following the resolution of such dispute.

Termination Notice and Procedure. Any Covered Termination by the Company or the Executive (other than a termination of the Executive’s employment that is a Covered Termination by virtue of Section 2(b)) shall be communicated by a written notice of termination (“Notice of Termination”) to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 23: (a) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office. (c) If the Notice is given by the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after the date fifteen (15) days after the delivery of Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s rights hereunder. (d) The Executive shall have thirty (30) days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii1(g)(iii). (e) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen 15 days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty 30 days. After the expiration of such period, the contents of the Notice of Termination shall become final and not subject to dispute.

Termination Notice and Procedure. Any Covered Termination by the Company or the Executive (other than a termination of the Executive’s employment that is a Covered Termination by virtue of Section 2(b)) shall be communicated by a written notice of termination (“Notice of Termination”) to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 2325: (a) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office. (c) If the Notice is given by the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after the date fifteen (15) days after the delivery of Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s rights hereunder. (d) The Executive shall have thirty (30) days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii1(g)(iii). (e) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 25 written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen 15 days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty 30 days. After the expiration of such period, the contents of the Notice of Termination shall become final and not subject to dispute.

Termination Notice and Procedure. Any Covered Termination by the Company or the Executive (other than a termination of the Executive’s employment that is a Covered Termination by virtue of Section 2(b)) hereof) shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 2323 hereof: (a) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office. (c) If the Notice is given by the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after the date fifteen days after the delivery of Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s rights hereunder. (d) The Executive shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii)Subsection 1(d)(iii) hereof. (e) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 hereof written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such period, the contents of the Notice of Termination shall become final and not subject to dispute.

Termination Notice and Procedure. Any Covered Termination termination by the Company or the Executive (other than a termination of the Executive’s employment that is a Covered Termination by virtue of Section 2(b)) shall be communicated by a written notice of termination (“Notice of Termination”) to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 23procedures: (a) If if such termination is for disabilityDisability, Cause Cause, or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination.. No Notice of Termination for Cause shall be delivered unless the Board has made a good faith determination, after providing the Executive with the opportunity to appear before the Board and be heard, that the conduct or acts of the Executive specified in the Notice of Termination occurred and constitute Cause (as defined in Paragraph 6.1.3), and such Notice of Termination provides the Executive with an opportunity to cure such conduct or acts as contemplated by Paragraph 6.2(d), below; (b) Any any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office.; (c) If if the Notice of Termination is given by the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after hereunder, subject to the date fifteen days after the delivery of Notice of Termination and shall in any event cease employment on the Termination DateCompany’s opportunity to cure below. If the Notice of Termination is given by the CompanyCompany for Cause, then the Executive may cease performing his duties hereunder on the date of receipt of the Notice of Terminationhereunder, subject to the Executive’s rights hereunder.opportunity to cure pursuant to Paragraph 6.2(d) below; (d) The the Executive shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant Cause. The Company shall have thirty days, or such longer period as the Executive may determine to Section 1(f)(iii).be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of employment for Good Reason; and (e) The the recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 Paragraph 10.6 below written notice of any dispute relating to such Notice of Termination to the party giving such Notice of Termination within fifteen days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such period, the contents of the Notice of Termination shall become final and not subject to dispute.

Termination Notice and Procedure. Any Covered Termination termination by the Company or the Executive (other than a termination you of the Executive’s your employment that is a Covered Termination by virtue of Section 2(b)) shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, you if such Notice of Termination is given delivered by the Company, Company and to the Company, Company if such Notice of Termination is given delivered by the Executiveyou, all in accordance with the following procedures and those set forth in Section 23procedures: (a) If such termination is for disability, Cause or Good Reason, the The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to be in writing signed by the giving thereof to the Executive, by a resolution duly adopted by a majority Co-Chairman of the directors Board of Meritage (other than you) specifying in detail the Company (or any successor corporation) then in officebasis for such termination. (c) If the Company shall furnish a Notice of Termination for Cause and you in good faith notify the Company that a dispute exists concerning such termination within the 30-day period following your receipt of such notice, you may elect to continue your employment (or you may be placed on paid administrative leave, at the Company's option), during such dispute. If it is given by thereafter determined that (i) Cause did exist, your "Termination Date" shall be the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after earlier of (A) the date fifteen days after on which the delivery dispute is finally determined, either by mutual written agreement of the parties or pursuant to the alternative dispute resolution provisions of Section 17, or (B) the date of your death; or (ii) Cause did not exist, your employment shall continue as if the Company had not delivered its Notice of Termination and there shall in any event cease employment on the be no Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date Date arising out of receipt of the Notice of Termination, subject to the Executive’s rights hereundersuch notice. (d) The Executive shall have thirty days, or such longer period as If the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (e) The recipient of any shall furnish a Notice of Termination shall personally deliver or mail by reason of Disability and you in accordance with Section 23 written notice good faith notify the Company that a dispute exists concerning such termination within the 30-day period following your receipt of any such notice, you may elect to continue your employment during such dispute. The dispute relating to such Notice the existence of Termination to a Disability shall be resolved by the party giving such Notice within fifteen days after receipt thereof; opinion of the licensed physician selected by Meritage, provided, however, that if you do not accept the Executive’s conduct or act alleged to provide grounds for termination opinion of the licensed physician selected by Meritage, the dispute shall be resolved by the Company for Cause is curable, then such period opinion of a licensed physician who shall be thirty days. After selected by you; provided further, however, that if Meritage does not accept the expiration opinion of such periodthe licensed physician selected by you, the contents dispute shall be finally resolved by the opinion of a licensed physician selected by the Notice licensed physicians selected by Meritage and you, respectively. If it is thereafter determined that (i) a Disability did exist, your Termination Date shall be the earlier of Termination (A) the date on which the dispute is resolved, or (B) the date of your death, or (ii) a Disability did not exist, your employment shall become final and not subject to dispute.continue as if the Company had not

Termination Notice and Procedure. Any Covered Termination by the Company or the Executive (other than a termination of the Executive’s 's employment that is a Covered Termination by virtue of Section Subsection 2(b)) hereof) shall be communicated by a written notice of termination (“"Notice of Termination”") to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 2323 hereof: (a) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office. (c) If the Notice is given by the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after the date fifteen days after the delivery of Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s 's rights hereunder. (dc) The To the extent provided by Subsection 1(m)(1), the Executive shall have thirty ten days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s 's employment for Cause under this Agreement pursuant to Section 1(f)(iii)Subsection 1(d) (iii) hereof. (ed) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 hereof written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the Executive’s 's conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such period, the contents of the Notice of Termination shall become final and not subject to dispute.

Termination Notice and Procedure. (a) Any Covered Termination termination of the Executive's employment during the Employment Period by the Company or the Executive (other than a termination of the Executive’s 's employment that is a Covered Termination by virtue referenced in the second sentence of Section 2(b)the definition of "Effective Date" in Exhibit A) shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 2322: (ai) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (bii) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office, a copy of which shall accompany the Notice. (ciii) If the Notice is given by the Executive for Good Reason, then the Executive may cease performing his the Executive's duties hereunder on or after the date fifteen 15 days after the delivery of Notice of Termination (unless the Notice of Termination is based upon clause (vii) of the definition of "Good Reason" in Exhibit A, in which case the Executive may cease performing his duties at the time the Executive's employment is terminated) and shall in any event cease employment on the Termination Date, if any, arising from the delivery of such Notice. If the Notice is given by the Company, then the Executive may cease performing his the Executive's duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s 's rights hereunder. (d) The Executive shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (eiv) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 22 written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such periodfifteen days, in the absence of such notice of dispute, the contents of the Notice of Termination shall become final and not subject to dispute. Notwithstanding the foregoing, (A) if the Executive terminates the Executive's employment after a Change in Control without complying with this Section 12, then the Executive will be deemed to have voluntarily terminated the Executive's employment other than for Good Reason and deemed to have delivered a written Notice of Termination to that effect to the Company as of the date of such termination and (B) if the Company terminates the Executive's employment after a Change in Control without complying with this Section 12, then the Company will be deemed to have terminated the Executive's employment other than by reason of death, disability or Cause and the Company will be deemed to have delivered a written Notice of Termination to that effect to the Executive as of the date of such termination. (b) If a Change in Control occurs and the Executive's employment with the Employer terminates (whether by the Company, the Executive or otherwise) within 180 days prior to the Change in Control, then the Executive may assert that such termination is a Covered Termination by sending a written Notice of Termination to the Company at any time prior to the first anniversary of the Change in Control in accordance with the procedures set forth in this Section 12(b) and those set forth in Section 22. If the Executive asserts that the Executive terminated the Executive's employment for Good Reason or that the Company terminated the Executive's employment other than for disability or Cause, then the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such assertions. The Company shall, in accordance with Section 22, give written notice of any dispute relating to such Notice of Termination to the Executive within fifteen days after receipt thereof. After the expiration of such fifteen days, in the absence of such notice of dispute, the contents of the Notice of Termination shall become final and not subject to dispute.

Termination Notice and Procedure. Any Covered Termination termination by the Company or the Executive (other than a termination of the Executive’s 's employment that is a Covered Termination by virtue of Section 2(b)) during the Employment Period shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, if such Notice of Termination is given delivered by the Company, and to the Company, if such Notice of Termination is given delivered by the Executive, all in accordance with the following procedures and those set forth in Section 23procedures: (a) If such termination is for disability, Cause or Good Reason, the The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for such termination.; (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, be approved by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office.; (c) If the Executive shall in good faith furnish a Notice is given by of Termination for Good Reason and the Company notifies the Executive for Good Reasonthat a dispute exists concerning the termination, within the fifteen (15) day period following the Company's receipt of such notice, the Executive may cease performing his duties hereunder shall continue the Executive's employment during such dispute. If it is thereafter determined that (i) Good Reason did exist, the Executive's Termination Date shall be the earlier of (A) the date on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to Section 19, (B) the date of the Executive's death or (C) one day prior to the second (2nd) anniversary of a Change of Control, and the Executives Termination Payment, if applicable, shall reflect events occurring after the date fifteen days Executive delivered the Executive's Notice of Termination; or (ii) Good Reason did not exist, the employment of the Executive shall continue after such determination as if the delivery of Executive had not delivered the Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s rights hereunder.asserting Good Reason; and (d) The If the Executive shall have thirty daysgives notice to terminate his or her employment for Good Reason and a dispute arises as to the validity of such dispute, or and the Executive does not continue his employment during such longer period as dispute, and it is finally determined that the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds reason for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (e) The recipient of any Notice of Termination shall personally deliver or mail set forth in accordance with Section 23 written notice of any dispute relating to such Notice of Termination to the party giving did not exist, if such Notice within fifteen days after receipt thereof; provided, however, that if notice was delivered by the Executive’s conduct or act alleged to provide grounds for termination by , the Company for Cause is curable, then such period Executive shall be thirty days. After deemed to have voluntarily terminated the expiration of such period, the contents of the Notice of Termination shall become final and not subject to disputeExecutive's employment other than for Good Reason.

Termination Notice and Procedure. Any Covered Termination by the Company or the Executive (other than a termination of the Executive’s employment that is a Covered Termination by virtue of Section 2(b)) shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 2324 hereof: (a) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office. (c) If the Notice is given by the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after the date fifteen days after the delivery of Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s 's rights hereunder. (d) The Executive shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s 's employment for Cause under this Agreement pursuant to Section 1(f)(iii)Subsection 1(d)(iii) hereof. (e) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 24 hereof written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen days after receipt thereof; providedPROVIDED, howeverHOWEVER, that if the Executive’s 's conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such period, the contents of the Notice of Termination shall become final and not subject to dispute.

Termination Notice and Procedure. (a) Any Covered Termination termination of the Executive’s employment during the Employment Period by the Company or the Executive (other than a termination of the Executive’s employment that is a Covered Termination by virtue referenced in the second sentence of Section 2(b)the definition of “Effective Date” in Exhibit A) shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 2321: (ai) If such termination is for disability, Cause or Good Reason, then the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (bii) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office, a copy of which shall accompany the Notice. (ciii) If the Notice is given by the Executive for Good Reason, then the Executive may cease performing his the Executive’s duties hereunder on or after the date fifteen 15 days after the delivery of Notice of Termination (unless the Notice of Termination is based upon clause (viii) of the definition of “Good Reason” in Exhibit A, in which case the Executive may cease performing his duties at the time the Executive’s employment is terminated) and shall in any event cease employment on the Termination Date, if any, arising from the delivery of such Notice. If the Notice is given by the Company, then the Executive may cease performing his the Executive’s duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s rights hereunder. (d) The Executive shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (eiv) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 21 written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such periodfifteen days, the contents of the Notice of Termination shall become final and not subject to dispute. Notwithstanding the foregoing, (A) if the Executive terminates the Executive’s employment after a Change in Control without complying with this Section 12, then the Executive will be deemed to have voluntarily terminated the Executive’s employment other than for Good Reason and deemed to have delivered a written Notice of Termination to that effect to the Company as of the date of such termination and (B) if the Company or the Employer terminates the Executive’s employment after a Change in Control without complying with this Section 12, then the Company will be deemed to have terminated the Executive’s employment other than by reason of death, disability or Cause and the Company will be deemed to have delivered a written Notice of Termination to that effect to the Executive as of the date of such termination. Under circumstances described in clause (B) above, the Executive may, but shall not be obligated to, also deliver a Notice of Termination based upon clause (viii) of the definition of “Good Reason” in Exhibit A for the purpose of subjecting such Notice to Section 12(a)(iv). (b) If a Change in Control occurs and the Executive’s employment with the Employer terminates (whether by the Company, the Executive or otherwise) within 180 days prior to the Change in Control, then the Executive may assert that such termination is a Covered Termination by sending a written Notice of Termination to the Company at any time prior to the first anniversary of the Change in Control in accordance with the procedures set forth in this Section 12(b) and those set forth in Section 21. If the Executive asserts that the Executive terminated the Executive’s employment for Good Reason or that the Company terminated the Executive’s employment other than for disability or Cause, then the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such assertions. The Company shall personally deliver or mail in accordance with Section 21 written notice of any dispute relating to such Notice of Termination to the Executive within 15 days after receipt thereof. After the expiration of such 15 days, the contents of the Notice of Termination shall become final and not subject to dispute.

Termination Notice and Procedure. Any Covered Termination by the Company or the Executive (other than a termination of the Executive’s 's employment that is a Covered Termination by virtue of Section 2(b)) hereof) shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, if such Notice of Termination is given by the Company, and to the Company, if such Notice of Termination is given by the Executive, all in accordance with the following procedures and those set forth in Section 2322 hereof: (a) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office. (c) If the Notice is given by the Executive for Good Reason, the Executive may cease performing his the Executive's duties hereunder on or after the date fifteen (15) days after the delivery of Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice of Termination is given by the Company, then the Executive may cease performing his the Executive's duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s 's rights hereunder. (dc) The Executive shall have thirty (30) days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s 's employment for Cause under this Agreement pursuant to Section 1(f)(iii)Subsection 1(b)(ii) hereof. (e) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such period, the contents of the Notice of Termination shall become final and not subject to dispute.

Termination Notice and Procedure. (a) Any Covered Termination termination of the Executive’s employment during the Employment Period by the Company or the Executive (other than a termination of the Executive’s employment that is a Covered Termination by virtue referenced in the second sentence of Section 2(b)the definition of “Effective Date” in Exhibit A) shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 23: (ai) If such termination is for disability, Cause or Good Reason, then the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (bii) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors Chief Executive Officer of the Company (or any successor corporation) then in officeas evidenced by a document the Chief Executive Officer has executed, a copy of which shall accompany the Notice. (ciii) If the Notice is given by the Executive for Good Reason, then the Executive may cease performing his the Executive’s duties hereunder on or after the date fifteen 15 days after the delivery of Notice of Termination (unless the Notice of Termination is based upon clause (vii) of the definition of “Good Reason” in Exhibit A, in which case the Executive may cease performing his duties at the time the Executive’s employment is terminated) and shall in any event cease employment on the Termination Date, if any, arising from the delivery of such Notice. If the Notice is given by the Company, then the Executive may cease performing his the Executive’s duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s rights hereunder. (d) The Executive shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (eiv) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such periodfifteen days, the contents of the Notice of Termination shall become final and not subject to dispute. Notwithstanding the foregoing, (A) if the Executive terminates the Executive’s employment after a Change in Control without complying with this Section 12, then the Executive will be deemed to have voluntarily terminated the Executive’s employment other than for Good Reason and deemed to have delivered a written Notice of Termination to that effect to the Company as of the date of such termination and (B) if the Company or the Employer terminates the Executive’s employment after a Change in Control without complying with this Section 12, then the Company will be deemed to have terminated the Executive’s employment other than by reason of death, disability or Cause and the Company will be deemed to have delivered a written Notice of Termination to that effect to the Executive as of the date of such termination. Under circumstances described in clause (B) above, the Executive may, but shall not be obligated to, also deliver a Notice of Termination based upon clause (vii) of the definition of “Good Reason” in Exhibit A for the purpose of subjecting such Notice to Section 12(a)(iv). (b) If a Change in Control occurs and the Executive’s employment with the Employer terminates (whether by the Company, the Executive or otherwise) within 180 days prior to the Change in Control, then the Executive may assert that such termination is a Covered Termination by sending a written Notice of Termination to the Company at any time prior to the first anniversary of the Change in Control in accordance with the procedures set forth in this Section 12(b) and those set forth in Section 23. If the Executive asserts that the Executive terminated the Executive’s employment for Good Reason or that the Company terminated the Executive’s employment other than for disability or Cause, then the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such assertions. The Company shall personally deliver or mail in accordance with Section 23 written notice of any dispute relating to such Notice of Termination to the Executive within 15 days after receipt thereof. After the expiration of such 15 days, the contents of the Notice of Termination shall become final and not subject to dispute.

Termination Notice and Procedure. Any Covered Termination by the -------------------------------- Company or the Executive (other than a termination of the Executive’s 's employment that is a Covered Termination by virtue of Section 2(b)) shall be communicated ------------- by a written notice of termination (“"Notice of Termination”") to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 23:: ---------- (a) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office. (c) If the Notice is given by the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after the date fifteen days after the delivery of Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s 's rights hereunder. (d) The Executive shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s 's employment for Cause under this Agreement pursuant to Section 1(f)(iii).. ----------------- (e) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 written notice of any dispute ---------- relating to such Notice of Termination to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the Executive’s 's conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such period, the contents of the Notice of Termination shall become final and not subject to dispute.

Termination Notice and Procedure. Any Covered Termination by the Company or the Executive (other than a termination of the Executive’s employment that is a Covered Termination by virtue of Section 2(b)) shall be communicated by a written notice of termination (“Notice of Termination”) to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 2318: (a) If such termination is for disability, Cause disability or Good ReasonCause, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office. (c) If the Notice is given by the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after the date fifteen days after the delivery of Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s rights hereunder. (d) The Executive shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii1(c)(iii). (e) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 18 written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such period, the contents of the Notice of Termination shall become final and not subject to dispute.

Termination Notice and Procedure. Any Covered Termination by the Company or the Executive (other than a termination of the Executive’s employment that is a Covered Termination by virtue of Section 2(b)) shall be communicated by a written notice of termination (“Notice of Termination”) to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 23: (a) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the board of directors of the Company (or any successor corporation) then in office. (c) If the Notice is given by the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after the date fifteen days after the delivery of Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s rights hereunder. (d) The Executive shall have thirty (30) days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii1(g)(iii)., and if such conduct or act is cured, it shall not constitute grounds for a termination of the Executive’s employment for Cause (e) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such periodperiod without written notice of a dispute, the contents of the Notice of Termination shall become final and not subject to dispute.

Termination Notice and Procedure. Any Covered Termination termination by the Company or the Executive (other than a termination of the Executive’s 's employment that is a Covered Termination by virtue of Section 2(b)) during the Employment Term shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, Executive if such Notice of Termination is given delivered by the Company, Company and to the Company, Company if such Notice of Termination is given delivered by the Executive, all in accordance with the following procedures and those set forth in Section 23procedures: (a) If such termination is for disability, Cause or Good Reason, the The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for termination. In the event of a termination claimed by the Company pursuant to Section 1(e)(iii) or (iv) hereof and the Executive notifies the Company that a dispute exists concerning the termination within the fifteen (15) day period following the cure period specified in Section 1(e) hereof, the Executive shall continue to receive 50% of the Executive's base salary and all other benefits to which he is entitled to receive hereunder until the earlier of (i) 60 days following such terminationtermination or (ii) resolution of such dispute in accordance with Section 16 hereof. If such dispute is resolved in favor of the Executive, the Company shall immediately pay the Executive the remainder of the base pay that was not paid to the Executive during the pendency of the dispute. If at any time during the pendency of such dispute the Company fails to pay and provide such base salary and benefits to the Executive in a timely manner the Company shall be deemed to have automatically waived whatever rights it then may have had to terminate the Executive's employment for "cause." (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, be approved by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office.; (c) If the Executive shall in good faith furnish a Notice is given by of Termination for Good Reason and the Company notifies the Executive for Good Reasonthat a dispute exists concerning the termination within the fifteen (15) day period following the Company's receipt of such notice, the Executive may cease performing his duties hereunder on or after shall continue the Executive's employment during such dispute. If it is thereafter determined that (i) Good Reason did exist, the Executive's Termination Date shall be deemed to be the date fifteen days on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to Section 16 herein or (ii) Good Reason did not exist, the employment of the Executive shall continue after such determination as if the delivery of Executive had not delivered the Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s rights hereunder.asserting Good Reason; (d) The If the Executive shall have thirty daysgives notice to terminate his employment for Good Reason and a dispute arises as to the validity of such termination, or and the Executive does not continue his employment during such longer period as dispute, and it is finally determined that the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds reason for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (e) The recipient of any Notice of Termination shall personally deliver or mail set forth in accordance with Section 23 written notice of any dispute relating to such Notice of Termination to the party giving did not exist, if such Notice within fifteen days after receipt thereof; provided, however, that if notice was delivered by the Executive’s conduct or act alleged to provide grounds for termination by , the Company for Cause is curable, then such period Executive shall be thirty days. After deemed to have voluntarily terminated the expiration of such period, the contents of the Notice of Termination shall become final and not subject to disputeExecutive's employment other than for Good Reason.

Termination Notice and Procedure. (a) Any Covered Termination termination of the Executive's employment during the Employment Period by the Company or the Executive (other than a termination of the Executive’s 's employment that is a Covered Termination by virtue referenced in the second sentence of Section 2(b)the definition of "Effective Date" in Exhibit A) shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 2322: (ai) If such termination is for disability, Cause or Good Reason, then the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (bii) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office, a copy of which shall accompany the Notice. (ciii) If the Notice is given by the Executive for Good Reason, then the Executive may cease performing his the Executive's duties hereunder on or after the date fifteen 15 days after the delivery of Notice of Termination (unless the Notice of Termination is based upon clause (vii) of the definition of "Good Reason" in Exhibit A, in which case the Executive may cease performing his duties at the time the Executive's employment is terminated) and shall in any event cease employment on the Termination Date, if any, arising from the delivery of such Notice. If the Notice is given by the Company, then the Executive may cease performing his the Executive's duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s 's rights hereunder. (d) The Executive shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (eiv) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 22 written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such periodfifteen days, the contents of the Notice of Termination shall become final and not subject to dispute.. Notwithstanding the foregoing, (A) if the Executive terminates the Executive's employment after a Change in Control without complying with this Section 12, then the Executive will be deemed to have voluntarily terminated the Executive's employment other than for Good Reason and deemed to have delivered a written Notice of Termination to that effect to the Company as of the date of such termination and (B) if the Company or the Employer terminates the Executive's employment after a Change in Control without complying with this

Termination Notice and Procedure. Any Covered Termination by the Company Company, any of its Affiliates or the Executive (other than a termination of the Executive’s employment that is a Covered Termination by virtue of Section 2(b)) shall be communicated by a written notice of termination (“Notice of Termination”) Termination to the Executive, if such Notice is given by the CompanyCompany or one of its Affiliates, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 2323 hereof: (a) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (No such detail need be provided for a Discretionary Termination). (b) Any Notice of Termination by the Company or one of its Affiliates shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office. (c) If the Notice is given by the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after the date fifteen days after the delivery of Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s rights hereunder. (d) The Executive shall have thirty (30) days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment 's consulting relationship for Cause under this Agreement pursuant to Section 1(f)(iii)Agreement. (ed) The recipient of any the Notice of Termination shall personally deliver or mail in accordance with Section 23 hereof written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen (15) days after receipt thereof; , provided, however, that if the Executive’s conduct or act alleged a Notice of Termination relating to provide grounds a Discretionary Termination shall not be subject to dispute for termination any reason by the Company for Cause is curable, then such period shall be thirty daysor otherwise. After the expiration of such periodfifteen (15) days (or immediately upon receipt of a Notice of Termination relating to a Discretionary Termination), the contents of the Notice of Termination shall become final and not subject to dispute.

Termination Notice and Procedure. Any Covered Termination termination of your employment by the Company Corporation or the Executive you within two (other than 2) years after a termination Change of the Executive’s employment that is a Covered Termination by virtue of Section 2(b)) Control shall be communicated by a written notice of termination (“Notice of Termination”) to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executivetermination, all in accordance with the following procedures and those set forth in Section 23procedures: (a) If such The notice of termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate the specific termination provision in this Change of Control Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice If the Corporation notifies you of Termination your termination for Cause and you in good faith notify the Corporation that a dispute exists concerning such termination within fifteen (15) calendar days following your receipt of such notice, you may elect to continue your employment during such dispute. If it is thereafter determined that Cause did exist, your termination date shall be the earlier of (i) the date on which the dispute is finally determined, either by mutual written agreement of the Company shall have been approved, prior parties or pursuant to the giving thereof to arbitration provisions set out below, or (ii) the Executivedate of your death. If it is determined that Cause did not exist, by a resolution duly adopted by a majority your employment shall continue as if the Corporation had not delivered its notice of the directors of the Company (or any successor corporation) then in officetermination. (c) If the Notice is given Corporation notifies you of your termination by reason of Disability and you in good faith notify the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after the date Corporation that a dispute exists concerning such termination within fifteen (15) calendar days after the delivery of Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date of following your receipt of the Notice of Terminationsuch notice, subject you also may elect to the Executive’s rights hereunder. (d) continue your employment during such dispute. The Executive shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (e) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 written notice of any dispute relating to such Notice the existence of Termination to a Disability shall be resolved by the party giving such Notice within fifteen days after receipt thereofopinion of the licensed physician selected by the Corporation; provided, however, that if you do not accept the Executiveopinion of the licensed physician selected by the Corporation, the dispute shall be resolved by the opinion of a licensed physician who shall be selected by you; provided further, however, that if the Corporation does not accept the opinion of the licensed physician selected by you, the dispute shall be finally resolved by the opinion of a licensed physician selected by the licensed physicians selected by the Corporation and you, respectively. If it is thereafter determined that a Disability did exist, your termination date shall be the earlier of (i) the date on which the dispute is resolved or (ii) the date of your death. If it is determined that a Disability did not exist, your employment shall continue as if the Corporation had not delivered its notice of termination. (d) If you in good faith notify the Corporation of your termination for Good Reason and the Corporation notifies you that a dispute exists concerning the termination within fifteen (15) calendar days following the Corporation’s conduct receipt of such notice, you may elect to continue your employment during such dispute. If it is thereafter determined that Good Reason did exist, your termination date shall be the earlier of (i) the date on which the dispute is finally determined, either by mutual written agreement of the parties or act alleged pursuant to provide grounds the arbitration provisions set out below, (ii) the date of your death, or (iii) one day prior to the second anniversary of a Change of Control, and your payments hereunder shall reflect events occurring after you delivered notice of termination. If it is determined that Good Reason did not exist, your employment shall continue after such determination as if you had not delivered the notice of termination asserting Good Reason. (e) If you do not elect to continue employment pending resolution of a dispute regarding a notice of termination, and it is finally determined that the reason for termination set forth in such notice of termination did not exist, if such notice was delivered by you, you shall be deemed to have voluntarily terminated your employment other than for Good Reason and if delivered by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such periodCorporation, the contents Corporation will be deemed to have terminated you without Cause. (f) For purposes of this Change of Control Agreement, a transfer from the Notice Corporation to one of Termination its subsidiaries or a transfer from a subsidiary to the Corporation or another subsidiary shall become final and not subject be treated as a termination of employment. (g) If you elect to disputecontinue your employment pending the resolution of a dispute pursuant to Sections 8(b), (c), or (d), the Corporation, in its discretion, may place you on a paid administrative leave until the dispute is resolved.