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

Termination of Employment Following a Change in Control. Subject to Section 11(a) hereunder, the Executive shall be entitled to the Change in Control Severance Benefits (as defined in Section 4(c) below) set forth in this Section 4, in lieu of the severance benefits the Executive is entitled to under Section 3 of this Agreement, if there has been a Change in Control and the Executive has incurred a Termination of Employment. The severance benefit provided under this Section 4 is in lieu of cash severance payments offered under the Company's documented severance policy, if any. (a) For purposes of Section 4 of the Agreement, "Termination of Employment" shall be defined as: (i) The Executive's involuntary termination by the Company for any reason other than death, Disability or Cause; or (ii) The Executive's termination for "Good Reason," defined as the occurrence of any of the following events without the Executive's written consent, if the Executive terminates employment within one (1) year following the occurrence of such event: (A) Any reassignment of the Executive to substantial duties materially inconsistent with the Executive's position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial diminution in the Executive's position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to the Change in Control; provided that the fact that the Company is no longer a publicly traded company or the Executive no longer has duties and responsibilities associated exclusively with a publicly traded company, such as Securities and Exchange Commission or stock exchange reporting responsibilities or investor or analyst relations responsibilities, shall not be deemed to be a reassignment of the Executive to substantial duties materially inconsistent with the Executive's position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial diminution in the Executive's position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to the Change in Control; (B) Any reduction in the Executive's base salary or targeted incentive bonus or commissions in effect immediately prior to the Change in Control, or failure by the Company to continue any bonus, stock or other incentive plans in effect immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable award opportunities/benefits), or any removal of the Executive from participation in such aforementioned plans; (C) The discontinuance or reduction in benefits to the Executive under any qualified or nonqualified retirement or welfare plan maintained by the Company immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits), or the discontinuance of any fringe benefits or other perquisites that the Executive received immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits); (D) Required relocation of the Executive's principal place of employment more than 50 miles from the Executive's place of employment prior to the Change in Control; or (E) The Company's breach of any provision in this Agreement, provided that the Company has not cured such breach within 10 days following written notice by the Executive to the Company of such breach. (b) The Executive who believes the Executive is entitled to a Termination of Employment for Good Reason, as defined in Section 4 above, may apply in writing to the Company for confirmation of such entitlement prior to the Executive's actual separation from employment, by following the claims procedure set forth in Section 15 hereof. The submission of such a request by the Executive shall not constitute "Cause" for the Company to terminate the Executive as defined under Section 2(a) hereof. If the Executive's request for a Good Reason Termination of Employment is denied under both the request and appeal procedures set forth in paragraphs (b) and (c) of Section 15 hereof, then the parties shall use their best efforts to resolve the claim within 90 days after the claim is submitted to arbitration pursuant to Section 15(d). (c) Upon satisfaction of the requirements set forth in Sections 4 or 11(a) hereof and with respect to any one or more Changes in Control that may occur during the term of this Agreement, upon the Executive's execution of a release (in the form attached hereto as Exhibit A), the Executive shall be entitled to (the "Change in Control Severance Benefits"): (i) A cash severance benefit equal to one times the Executive's current annual base salary, as in effect at the time of the Change in Control; (ii) A prorated portion of the Executive's target bonus for the year of termination, based on the number of days worked in the year of termination; (iii) Subject to Section 6, continuation of Company-provided health (including vision and dental, if provided by the Company immediately prior to the Change in Control) and welfare benefits (including executive life insurance coverage, if provided by the Company to the Executive immediately prior to the Change in Control) for one year, on the terms (or comparable terms) provided by the Company to the Executive immediately prior to the Change in Control. Health benefits shall be provided through continued coverage under the Company's group health plan, if allowed under the terms of such plan, or by the reimbursement of COBRA continuation coverage premiums paid by the Executive, as determined by the Company; provided, however, if the health plan is self-insured by the Company, then the determination shall be made by the Executive. Any continuation of group health plan coverage under this paragraph shall run concurrently with the period of required COBRA continuation coverage under the Code. If COBRA continuation coverage is not available, the Company shall reimburse the Executive for premiums for comparable coverage, provided, however, that the reimbursement shall not exceed the greater of (i) two times the annual premium paid by the Company for such coverage at the date of termination or (ii) two times the amount of the COBRA premium under the Company's group health plan for coverage comparable to that elected by the Executive, (A) at the time of the Change of Control or (B) at the time of the required payment, whichever is greater. Welfare benefits (other than health benefits) shall be continued only to the extent permitted under the terms of such plans; (iv) Continuation of the Executive's then current car benefit for one year in accordance with the Company car policy in effect at the time of termination. (v) Continued coverage, during the six (6) years following the Executive's termination for his actions or omissions as an officer and, if applicable, director of the Company prior to the date of termination of his employment, under any directors and officers liability insurance policy maintained by the Company (or, if the Company does not maintain such a policy, by its affiliates) for its former directors and officers or, at the Company's election, for the current directors and officers. If the Company or its affiliates does not otherwise maintain such a policy, then the Company shall be required to provide the Executive with such a policy, to the extent available. The policy dollar coverage limits of any such policy shall be not less than the policy limit under any Company policy in place within the one (1) year prior to the Executive's termination of employment (the "Existing Policy") or, if less, the policy dollar coverage limit that can be purchased by the Company for all of its current and former directors and officers at an annual premium equal to two times the Company's annual premium for the Existing Policy. (d) Subject to Section 11(a) hereof, the Executive's cash severance benefit under Section 4(c)(i) and (ii) shall be paid in a lump sum cash payment within ten (10) days following the Executive's Termination of Employment, as defined in Section 4. Any payment made later than 10 days following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof) for whatever reason, shall include interest at the prime rate plus two percent, which shall begin accruing on the 10th day following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof). For purposes of this Section 4, "prime rate" shall be determined by reference to the prime rate established by Comerica Bank (or its successor), in effect from time to time commencing on the 10th day following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof). (e) Section 4 of this Agreement shall terminate upon the first of the following events to occur: (i) Three years from the date hereof if a Change in Control has not occurred within such three-year period; (ii) Termination of the Executive's employment with the Company prior to a Change in Control, provided, however, if there is a Change in Control within six months after the termination of the Executive's employment with the Company, other than a termination due to the Executive's death or Disability, an involuntary termination by the Company for Cause or a termination of employment by the Executive, then the Agreement shall not be deemed to have terminated and the Executive shall be entitled to receive the Change in Control Severance Benefits provided in Section 4, less any Regular Severance Benefits the Executive has been paid under Section 3, in lieu of the severance benefits the Executive is entitled to under Section 3; (iii) The expiration of two years following a Change in Control; (iv) Termination of the Executive's employment with the Company following a Change in Control due to the Executive's death or Disability; (v) Termination of the Executive's employment by the Company for Cause following a Change in Control; or (vi) Termination of employment by the Executive for other than Good Reason following the date of a Change in Control. Unless Section 4 of this Agreement has first terminated under clauses (ii) through (vi) hereof, commencing on the third anniversary of the date of this Agreement, and on each one-year anniversary thereafter, Section 4 of this Agreement shall be extended for one additional year, unless at least 180 days prior to any such anniversary, the Company notifies the Executive in writing that it shall not extend the term of Section 4 of this Agreement.

Termination of Employment Following a Change in Control. Subject to Section 11(a(a) hereunder, the Executive If this Agreement shall be entitled to the Change in Control Severance Benefits (as defined in Section 4(c) below) set forth in this Section 4, in lieu of the severance benefits the Executive is entitled to under Section 3 of this Agreement, if there has been terminated within two years after a Change in Control and the Executive has incurred a Termination of Employment. The severance benefit provided under this Section 4 is in lieu of cash severance payments offered under the Company's documented severance policy, if any. (a) For purposes of Section 4 of the Agreement, "Termination of Employment" shall be defined as: (i) The Executive's involuntary termination by the Company for any reason other than death, Disability or Cause; or (ii) The Executive's termination for "Good Reason," defined as the occurrence of any of the following events without the Executive's written consent, if the Executive terminates employment within one (1) year following the occurrence of such event: (A) Any reassignment of the Executive to substantial duties materially inconsistent with the Executive's position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial diminution in the Executive's position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to the Change in Control; provided that the fact that the Company is no longer a publicly traded company or the Executive no longer has duties and responsibilities associated exclusively with a publicly traded company, such as Securities and Exchange Commission or stock exchange reporting responsibilities or investor or analyst relations responsibilities, shall not be deemed to be a reassignment of the Executive to substantial duties materially inconsistent with the Executive's position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial diminution in the Executive's position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to the Change in Control; (B) Any reduction in the Executive's base salary or targeted incentive bonus or commissions in effect immediately prior to the Change in Control, or failure by the Company to continue any bonus, stock or other incentive plans in effect immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable award opportunities/benefits), or any removal of the Executive from participation in such aforementioned plans; (C) The discontinuance or reduction in benefits to the Executive under any qualified or nonqualified retirement or welfare plan maintained by the Company immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits), or the discontinuance of any fringe benefits or other perquisites that the Executive received immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits); (D) Required relocation of the Executive's principal place of employment more than 50 miles from the Executive's place of employment prior to the Change in Control; or (E) The Company's breach of any provision in this Agreement, provided that the Company has not cured such breach within 10 days following written notice by the Executive to the Company of such breach. (b) The Executive who believes the Executive is entitled to a Termination of Employment for Good Reason, as defined in Section 4 above, may apply in writing to the Company for confirmation of such entitlement prior to the Executive's actual separation from employment, by following the claims procedure set forth in Section 15 hereof. The submission of such a request by the Executive shall not constitute "Cause" for the Company to terminate the Executive as defined under Section 2(a) hereof. If the Executive's request for a Good Reason Termination of Employment is denied under both the request and appeal procedures set forth in paragraphs (b) and (c) of Section 15 hereof, then the parties shall use their best efforts to resolve the claim within 90 days after the claim is submitted to arbitration pursuant to Section 15(d). (c) Upon satisfaction of the requirements set forth in Sections 4 or 11(a) hereof and with respect to any one or more Changes in Control that may occur which occurs during the term of this Agreement, upon provided such termination is by the Executive for Good Reason or by the Company Without Cause (which includes delivery by the Company of a notice of nonrenewal of this Agreement pursuant to Section 3 hereof), in lieu of any obligation the Company may have pursuant to Section 6.3 hereof: (1) The Company shall pay to the Executive in a lump sum in cash within five (5) days after the Date of Termination, if not theretofore paid, the Executive's execution of a release Base Salary (in the form attached hereto as Exhibit A), the Executive shall be entitled to (the "Change in Control Severance Benefits"): (i) A cash severance benefit equal to one times the Executive's current annual base salary, as in effect at the time of the Change in Control; (ii) A prorated portion of the Executive's target bonus for the year of termination, based on the number Date of days worked Termination) through the Date of Termination, and in the year case of termination; (iii) Subject to Section 6, continuation of Company-provided health (including vision compensation previously deferred and dental, if provided by the Company immediately prior to the Change in Control) and welfare benefits (including executive life insurance coverage, if provided by the Company to the Executive immediately prior to the Change in Control) for one year, on the terms (or comparable terms) provided by the Company to the Executive immediately prior to the Change in Control. Health benefits shall be provided through continued coverage under the Company's group health plan, if allowed under the terms of such plan, or by the reimbursement of COBRA continuation coverage premiums paid bonuses previously earned by the Executive, as determined all amounts of such compensation previously deferred and earned and not yet paid by the Company; provided. (2) The Company shall, howeverpromptly upon submission by the Executive of supporting documentation, pay or reimburse to the Executive any costs and expenses paid or incurred by the Executive which would have been payable under Section 4.6 hereof if the health plan is selfExecutive's employment had not terminated. (3) The Company shall pay to the Executive in a lump sum in cash within five (5) days after the Date of Termination a severance payment equal to one and one-insured by half (1.5) times the Company, then the determination shall be made by sum of (i) the Executive. Any continuation 's Base Salary (as in effect on Date of group health plan coverage under this paragraph shall run concurrently with Termination) and (ii) the period of required COBRA continuation coverage under the CodeExecutive's most recent Annual Bonus. If COBRA continuation coverage is not availablethe most recent Annual Bonus was a stock option or a stock grant, the value of the bonus will be deemed to be the number of option shares times the closing price of the Common Stock for the 20 trading days prior to the Date of Termination. (4) During the 18-month period commencing on the Date of Termination, the Company shall reimburse the Executive for premiums for comparable coverage, provided, however, that the reimbursement shall not exceed the greater of (i) two times the annual premium paid by the Company for such coverage at the date of termination or (ii) two times the amount of the COBRA premium under the Company's group health plan for coverage comparable to that elected by the Executive, (A) at the time of the Change of Control or (B) at the time of the required payment, whichever is greater. Welfare continue benefits (other than health disability benefits) shall be continued only to the extent permitted under the terms of such plans; (iv) Continuation of the Executive's then current car benefit for one year in accordance with the Company car policy in effect at the time of termination. (v) Continued coverage, during the six (6) years following the Executive's termination for his actions or omissions as an officer and, if applicable, director of the Company prior to the date of termination of his employment, under any directors and officers liability insurance policy maintained by the Company (or, if the Company does not maintain such a policy, by its affiliates) for its former directors and officers or), at the Company's electionexpense to the Executive and/or the Executive's family at least equal to those which would have been provided to them under Section 4.5 hereof if the Executive's employment had not been terminated (without giving effect to any reduction in such benefits subsequent to the Change in Control which reduction constitutes or may constitute Good Reason). (b) The Company shall pay to the Executive all legal fees and expenses incurred by the Executive as a result of a termination which entitles the Executive to any payments under Section 6.4 hereof including all such fees and expenses, if any, incurred in contesting or disputing any Notice of Termination under Section 5.3 hereof or in seeking to obtain or enforce any right or benefit provided by Section 6.4 hereof. Such payments shall be made within five (5) days after delivery of the Executive's respective written requests for the current directors payment accompanied by such evidence of fees and officers. If expenses incurred as the Company or its affiliates does not otherwise maintain such a policy, then the Company shall be required to provide reasonably may require. (c) Any determination by the Executive with such a policy, pursuant to the extent available. The policy dollar coverage limits of any such policy shall be not less than the policy limit under any Company policy in place within the one (1) year prior to this Section 6.4 that Good Reason exists for the Executive's termination of employment (and that adequate remedy has not occurred shall be presumed correct and shall govern unless the "Existing Policy") or, if less, party contesting the policy dollar coverage limit determination shows by a clear preponderance of the evidence that can be purchased by the Company for all of its current and former directors and officers at an annual premium equal to two times the Company's annual premium for the Existing Policyit was not a good faith reasonable determination. (d) Subject to Section 11(a) hereofNotwithstanding any dispute concerning whether Good Reason exists for termination of employment or whether adequate remedy has occurred, the Executive's cash severance benefit Company shall immediately pay to the Executive any amounts otherwise due under this Section 4(c)(i) and (ii) shall 6.4. The Executive may be paid in a lump sum cash payment within ten (10) days following required to repay such amounts to the Company if any such dispute is finally determined adversely to the Executive's Termination of Employment, as defined in Section 4. Any payment made later than 10 days following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof) for whatever reason, shall include interest at the prime rate plus two percent, which shall begin accruing on the 10th day following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof). For purposes of this Section 4, "prime rate" shall be determined by reference to the prime rate established by Comerica Bank (or its successor), in effect from time to time commencing on the 10th day following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof). (e) Section 4 of this Agreement The Executive shall terminate upon the first of the following events not be required to occur: (i) Three years from the date hereof if a Change in Control has not occurred within such three-year period; (ii) Termination of the Executive's employment mitigate damages with the Company prior to a Change in Control, provided, however, if there is a Change in Control within six months after the termination of the Executive's employment with the Company, other than a termination due respect to the Executive's death amount of any payment provided under this Section 6.4 by seeking other employment or Disabilityotherwise, an involuntary termination nor shall the amount of any payment provided under this Section 6.4 be reduced by retirement benefits, deferred compensation or any compensation earned by the Company for Cause or Executive as a termination result of employment by the Executive, then the Agreement shall not be deemed to have terminated and the Executive shall be entitled to receive the Change in Control Severance Benefits provided in Section 4, less any Regular Severance Benefits the Executive has been paid under Section 3, in lieu of the severance benefits the Executive is entitled to under Section 3; (iii) The expiration of two years following a Change in Control; (iv) Termination of the Executive's employment with the Company following a Change in Control due to the Executive's death or Disability; (v) Termination of the Executive's employment by the Company for Cause following a Change in Control; or (vi) Termination of employment by the Executive for other than Good Reason following the date of a Change in Control. Unless Section 4 of this Agreement has first terminated under clauses (ii) through (vi) hereof, commencing on the third anniversary of the date of this Agreement, and on each one-year anniversary thereafter, Section 4 of this Agreement shall be extended for one additional year, unless at least 180 days prior to any such anniversary, the Company notifies the Executive in writing that it shall not extend the term of Section 4 of this Agreementanother employer.

Termination of Employment Following a Change in Control. Subject to Section 11(a) hereunder, the Executive shall be entitled to the Change in Control Severance Benefits (as defined in Section 4(c) below) set forth in this Section 4, in lieu of the severance benefits the Executive is entitled to under Section 3 of this Agreement, if there has been a Change in Control and the Executive has incurred a Termination of Employment. The severance benefit provided under this Section 4 is in lieu of cash severance payments offered under the Company's ’s documented severance policy, if any. (a) For purposes of Section 4 of the Agreement, "“Termination of Employment" ” shall be defined as: (i) The Executive's ’s involuntary termination by the Company for any reason other than death, Disability or Cause; or (ii) The Executive's ’s termination for "“Good Reason," ” defined as the occurrence of any of the following events without the Executive's ’s written consent, if the Executive terminates employment within one (1) year following the occurrence of such event: (A) Any reassignment of the Executive to substantial duties materially inconsistent with the Executive's ’s position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial diminution in the Executive's ’s position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to the Change in Control; provided that the fact that the Company is no longer a publicly traded company or the Executive no longer has duties and responsibilities associated exclusively with a publicly traded company, such as Securities and Exchange Commission or stock exchange reporting responsibilities or investor or analyst relations responsibilities, shall not be deemed to be a reassignment of the Executive to substantial duties materially inconsistent with the Executive's ’s position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial diminution in the Executive's ’s position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to the Change in Control; (B) Any reduction in the Executive's ’s base salary or targeted incentive bonus or commissions in effect immediately prior to the Change in Control, or failure by the Company to continue any bonus, stock or other incentive plans in effect immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable award opportunities/benefits), or any removal of the Executive from participation in such aforementioned plans; (C) The discontinuance or reduction in benefits to the Executive under any qualified or nonqualified retirement or welfare plan maintained by the Company immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits), or the discontinuance of any fringe benefits or other perquisites that the Executive received immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits); (D) Required relocation of the Executive's ’s principal place of employment more than 50 miles from the Executive's ’s place of employment prior to the Change in Control; or (E) The Company's ’s breach of any provision in this Agreement, provided that the Company has not cured such breach within 10 days following written notice by the Executive to the Company of such breach. (b) The Executive who believes the Executive is entitled to a Termination of Employment for Good Reason, as defined in Section 4 above, may apply in writing to the Company for confirmation of such entitlement prior to the Executive's ’s actual separation from employment, by following the claims procedure set forth in Section 15 hereof. The submission of such a request by the Executive shall not constitute "“Cause" ” for the Company to terminate the Executive as defined under Section 2(a) hereof. If the Executive's ’s request for a Good Reason Termination of Employment is denied under both the request and appeal procedures set forth in paragraphs (b) and (c) of Section 15 hereof, then the parties shall use their best efforts to resolve the claim within 90 days after the claim is submitted to arbitration pursuant to Section 15(d). (c) Upon satisfaction of the requirements set forth in Sections 4 or 11(a) hereof and with respect to any one or more Changes in Control that may occur during the term of this Agreement, upon the Executive's ’s execution of a release (in the form attached hereto as Exhibit A), the Executive shall be entitled to (the "“Change in Control Severance Benefits"”): (i) A cash severance benefit equal to one times the Executive's ’s current annual base salary, as in effect at the time of the Change in Control; (ii) A prorated portion of the Executive's ’s target bonus for the year of termination, based on the number of days worked in the year of termination; (iii) Subject to Section 6, continuation of Company-provided health (including vision and dental, if provided by the Company immediately prior to the Change in Control) and welfare benefits (including executive life insurance coverage, if provided by the Company to the Executive immediately prior to the Change in Control) for one year, on the terms (or comparable terms) provided by the Company to the Executive immediately prior to the Change in Control. Health benefits shall be provided through continued coverage under the Company's ’s group health plan, if allowed under the terms of such plan, or by the reimbursement of COBRA continuation coverage premiums paid by the Executive, as determined by the Company; provided, however, if the health plan is self-insured by the Company, then the determination shall be made by the Executive. Any continuation of group health plan coverage under this paragraph shall run concurrently with the period of required COBRA continuation coverage under the Code. If COBRA continuation coverage is not available, the Company shall reimburse the Executive for premiums for comparable coverage, provided, however, that the reimbursement shall not exceed the greater of (i) two times the annual premium paid by the Company for such coverage at the date of termination or (ii) two times the amount of the COBRA premium under the Company's ’s group health plan for coverage comparable to that elected by the Executive, (A) at the time of the Change of Control or (B) at the time of the required payment, whichever is greater. Welfare benefits (other than health benefits) shall be continued only to the extent permitted under the terms of such plans; (iv) Continuation of the Executive's ’s then current car benefit for one year in accordance with the Company car policy in effect at the time of termination. (v) Continued coverage, during the six (6) years following the Executive's ’s termination for his actions or omissions as an officer and, if applicable, director of the Company prior to the date of termination of his employment, under any directors and officers liability insurance policy maintained by the Company (or, if the Company does not maintain such a policy, by its affiliates) for its former directors and officers or, at the Company's ’s election, for the current directors and officers. If the Company or its affiliates does not otherwise maintain such a policy, then the Company shall be required to provide the Executive with such a policy, to the extent available. The policy dollar coverage limits of any such policy shall be not less than the policy limit under any Company policy in place within the one (1) year prior to the Executive's ’s termination of employment (the "“Existing Policy"”) or, if less, the policy dollar coverage limit that can be purchased by the Company for all of its current and former directors and officers at an annual premium equal to two times the Company's ’s annual premium for the Existing Policy. (d) Subject to Section 11(a) hereof, the Executive's ’s cash severance benefit under Section 4(c)(i) and (ii) shall be paid in a lump sum cash payment within ten (10) days following the Executive's ’s Termination of Employment, as defined in Section 4. Any payment made later than 10 days following the Executive's ’s Termination of Employment (or applicable due date under Section 11(a) hereof) for whatever reason, shall include interest at the prime rate plus two percent, which shall begin accruing on the 10th day following the Executive's ’s Termination of Employment (or applicable due date under Section 11(a) hereof). For purposes of this Section 4, "“prime rate" ” shall be determined by reference to the prime rate established by Comerica Bank (or its successor), in effect from time to time commencing on the 10th day following the Executive's ’s Termination of Employment (or applicable due date under Section 11(a) hereof). (e) Section 4 of this Agreement shall terminate upon the first of the following events to occur: (i) Three years from the date hereof if a Change in Control has not occurred within such three-year period; (ii) Termination of the Executive's ’s employment with the Company prior to a Change in Control, provided, however, if there is a Change in Control within six months after the termination of the Executive's ’s employment with the Company, other than a termination due to the Executive's ’s death or Disability, an involuntary termination by the Company for Cause or a termination of employment by the Executive, then the Agreement shall not be deemed to have terminated and the Executive shall be entitled to receive the Change in Control Severance Benefits provided in Section 4, less any Regular Severance Benefits the Executive has been paid under Section 3, in lieu of the severance benefits the Executive is entitled to under Section 3; (iii) The expiration of two years following a Change in Control; (iv) Termination of the Executive's ’s employment with the Company following a Change in Control due to the Executive's ’s death or Disability; (v) Termination of the Executive's ’s employment by the Company for Cause following a Change in Control; or (vi) Termination of employment by the Executive for other than Good Reason following the date of a Change in Control. Unless Section 4 of this Agreement has first terminated under clauses (ii) through (vi) hereof, commencing on the third anniversary of the date of this Agreement, and on each one-year anniversary thereafter, Section 4 of this Agreement shall be extended for one additional year, unless at least 180 days prior to any such anniversary, the Company notifies the Executive in writing that it shall not extend the term of Section 4 of this Agreement.

Termination of Employment Following a Change in Control. Subject to Section 11(a) hereunder, the Executive shall be entitled to the Change in Control Severance Benefits (as defined in Section 4(c) below) set forth in this Section 4, in lieu of the severance benefits the Executive is entitled to under Section 3 of this Agreement, if there has been a Change in Control and the Executive has incurred a Termination of Employment. The severance benefit provided under this Section 4 is in lieu of cash severance payments offered under the Company's ’s documented severance policy, if any. (a) For purposes of Section 4 of the Agreement, "“Termination of Employment" ” shall be defined as: (i) The Executive's ’s involuntary termination by the Company for any reason other than death, Disability or Cause; provided such termination constitutes a “separation from service” as defined in Code Section 409A; or (ii) The Executive's ’s termination for "“Good Reason," ” defined as the occurrence of any of the following events without the Executive's ’s written consent, if the Executive terminates employment within one (1) year following the occurrence of such event: (A) Any reassignment of the Executive to substantial duties materially inconsistent with the Executive's position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial material diminution in the Executive's position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to the Change in Control; provided that the fact that the Company is no longer a publicly traded company or the Executive no longer has duties and responsibilities associated exclusively with a publicly traded company, such as Securities and Exchange Commission or stock exchange reporting responsibilities or investor or analyst relations responsibilities, shall not be deemed to be a reassignment of the Executive to substantial duties materially inconsistent with the Executive's position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial diminution in the Executive's ’s position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to the Change in Control; (B) Any reduction material diminution in the Executive's ’s base salary or targeted incentive bonus or commissions in effect immediately prior to the Change in Control, or failure by the Company to continue any bonus, stock or other incentive plans in effect immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable award opportunities/benefits), or any removal of the Executive from participation which shall be a reduction in such aforementioned plansbase salary of five (5%) percent or more unless a greater reduction is required by Code Section 409A to constitute an “involuntary separation from service”; (C) The discontinuance or reduction in benefits to the Executive under any qualified or nonqualified retirement or welfare plan maintained by the Company immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits), or the discontinuance of any fringe benefits or other perquisites that the Executive received immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits); (D) Required A material required relocation of the Executive's ’s principal place of employment which shall be a relocation of more than 50 miles from the Executive's ’s place of employment prior to the Change in ControlControl unless a relocation of a greater distance is required by Code Section 409A to constitute an “involuntary separation from service”; or (ED) The Company's ’s breach of any provision in this Agreement, provided that the Company has not cured such breach within 10 days following written notice by the Executive to the Company of such breach. (b) The Executive who believes the Executive is entitled to a Termination of Employment for Good Reason, as defined in Section 4 above, may apply in writing shall provide written notice of the existence of the condition to the Company for confirmation within 90 days after existence of such entitlement prior the condition and shall provide the Company with a period of at least 30 days in which to cure the Executive's actual separation from employment, by following condition and not be required to pay the claims procedure set forth in Section 15 hereofGood Reason severance. The submission of such a request written notification by the Executive shall not constitute "“Cause" ” for the Company to terminate the Executive as defined under Section 2(a) hereof. If the Executive's ’s request for a Good Reason Termination of Employment is denied under both the request and appeal procedures set forth in paragraphs (b) and (c) of Section 15 hereof, then the parties shall use their best efforts to resolve the claim within 90 days after the claim is submitted to arbitration pursuant to Section 15(d). (c) Upon satisfaction of the requirements set forth in Sections 4 or 11(a) hereof and with respect to any one or more Changes in Control that may occur during the term of this Agreement, upon the Executive's ’s execution of a release (in the form attached hereto as Exhibit A) (the “Release”), the Executive shall be entitled to (the "“Change in Control Severance Benefits"”): (i) A cash severance benefit equal to one times the Executive's ’s current annual base salary, as in effect at the time of the Change in Control; (ii) A prorated portion of the Executive's ’s target bonus for the year of termination, based on the number of days worked in the year of termination; (iii) Subject to Section 6, continuation of Company-provided health (including vision and dental, if provided by the Company immediately prior to the Change in Control) and welfare benefits (including executive life insurance coverage, if provided by the Company to the Executive immediately prior to the Change in Control) for one yearyear or, if earlier, the death of the Executive (the “Change in Control Benefit Continuation Period”), in each case, at the same level and on the comparable terms (or comparable terms) as provided by the Company to the Executive immediately prior to the Change in Control, with the Company paying any monthly premiums otherwise required to be paid by the Executive to continue such coverage. Health benefits provided during the Change in Control Benefit Continuation Period shall be provided through in such a manner that the benefits (including the associated costs and premiums) are excluded from the Executive’s income for federal income tax purposes and, if the Company reasonably determines that providing continued coverage under one or more of the Company's group health plan, if allowed under the terms of such plan, or care benefit plans maintained by the reimbursement of COBRA continuation coverage premiums paid by Company could cause the benefits to be taxable to the Executive, as determined by the Company; provided, however, if the health plan is self-insured by the Company, then the determination shall be made by the Executive. Any continuation of group health plan coverage under this paragraph shall run concurrently with the period of required COBRA continuation coverage under the Code. If COBRA continuation coverage is not available, the Company shall reimburse provide the benefits at the required level through the reimbursement of the Executive for premiums for comparable the purchase of individual insurance coverage, ; provided, however, that the reimbursement Company shall only be required to reimburse premiums for such coverage to the extent the premiums do not exceed the greater of (i) two times the annual premium paid by the Company for such coverage at the date of termination or (ii) two times the amount of the COBRA premium under the Company's ’s group health plan for coverage comparable to that elected by the Executive, (A) at the time of the Change of Control or (B) at the time of the required payment, whichever is greater. Any continuation of group health plan coverage under this paragraph shall run concurrently with the period of required COBRA continuation coverage under the Code. Welfare benefits (other than health benefits) shall be continued only to the extent permitted under the terms of such plans; (iv) Continuation of the Executive's ’s then current car benefit for one year or, if earlier, the death of the Executive, in accordance with the Company car policy in effect at the time of termination. (v) Continued coverage, during the six (6) years following the Executive's ’s termination for his actions or omissions as an officer and, if applicable, director of the Company prior to the date of termination of his employment, under any directors and officers liability insurance policy maintained by the Company (or, if the Company does not maintain such a policy, by its affiliates) for its former directors and officers or, at the Company's ’s election, for the current directors and officers. If the Company or its affiliates does not otherwise maintain such a policy, then the Company shall be required to provide the Executive with such a policy, to the extent available. The policy dollar coverage limits of any such policy shall be not less than the policy limit under any Company policy in place within the one (1) year prior to the Executive's ’s termination of employment (the "“Existing Policy"”) or, if less, the policy dollar coverage limit that can be purchased by the Company for all of its current and former directors and officers at an annual premium equal to two times the Company's ’s annual premium for the Existing Policy. (d) Subject to Section 11(a) hereof, and the Code Section 409A limitations set forth below, the Executive's ’s cash severance benefit under Section 4(c)(i) and (ii) shall be paid in a lump sum cash payment within ten (10) days following the Executive's ’s Termination of Employment, as defined in Section 4. Any payment payment, including amounts suspended under Code Section 409A, made later than 10 days following the Executive's ’s Termination of Employment (or applicable due date under this Section 4 or Section 11(a) hereof) for whatever reason, shall include interest at the prime rate Prime Rate plus two percent, which shall begin accruing on the 10th day following the Executive's ’s Termination of Employment (or applicable due date under this Section 4 or Section 11(a) hereof). For purposes Notwithstanding the foregoing, if at the time of this Section 4, "prime rate" shall be determined by reference to the prime rate established by Comerica Bank (or its successor), in effect from time to time commencing on the 10th day following the Executive's Termination of Employment (or the Executive constitutes a “Specified Employee”, as defined in Code Section 409A, commencing at Termination of Employment, the Executive shall receive the benefits that are exempt from Code Section 409A and shall receive the non-exempt payments until attainment of any applicable due date under Code Section 11(a) hereof)409A cap, at which time the remaining non-exempt payments shall be suspended. When a period of six months has lapsed from the Executive’s Termination of Employment or, if earlier, the death of the Executive, any suspended payments shall be aggregated and paid in a lump sum, and the remaining compensation, if any, shall be paid in accordance with its regular schedule. (e) Section 4 of this Agreement shall terminate upon the first of the following events to occur: (i) Three years from the date hereof if a Change in Control has not occurred within such three-year period; (ii) Termination of the Executive's ’s employment with the Company prior to a Change in Control, provided, however, if there is a Change in Control within six months after the termination of the Executive's ’s employment with the Company, other than a termination due to the Executive's ’s death or Disability, an involuntary termination by the Company for Cause or a termination of employment by the Executive, then the Agreement shall not be deemed to have terminated and the Executive shall be entitled to receive the Change in Control Severance Benefits provided in Section 4, less any Regular Severance Benefits the Executive has been paid under Section 3, in lieu of the severance benefits the Executive is entitled to under Section 3; (iii) The expiration of two years following a Change in Control; (iv) Termination of the Executive's ’s employment with the Company following a Change in Control due to the Executive's ’s death or Disability; (v) Termination of the Executive's ’s employment by the Company for Cause following a Change in Control; or (vi) Termination of employment by the Executive for other than Good Reason following the date of a Change in Control. Unless Section 4 of this Agreement has first terminated under clauses (ii) through (vi) hereof, commencing on the third anniversary of the date of this Agreement, and on each one-year anniversary thereafter, Section 4 of this Agreement shall be extended for one additional year, unless at least 180 days prior to any such anniversary, the Company notifies the Executive in writing that it shall not extend the term of Section 4 of this Agreement.

Termination of Employment Following a Change in Control. Subject to Section 11(a(a) hereunder, the Executive shall be entitled to the If a Change in Control Severance Benefits (as defined in Section 4(c6(c) below) set forth in this Section 4, in lieu of the severance benefits the Executive is entitled to under Section 3 of this Agreement, if there has been a Change in Control ) shall occur and Employee’s employment is involuntarily terminated by the Bank and the Executive has incurred a Termination of Employment. The severance benefit provided under this Section 4 is in lieu of cash severance payments offered under the Company's documented severance policy, if any. (a) For purposes of Section 4 of the Agreement, "Termination of Employment" shall be defined as: (i) The Executive's involuntary termination by the Company Corporation without Cause or Employee resigns for any reason other than death, Disability or Cause; or (ii) The Executive's termination for "Good Reason," defined as the occurrence of any of the following events without the Executive's written consent, if the Executive terminates employment in each case within one hundred eighty (1180) year following the occurrence days of such event: (A) Any reassignment of the Executive to substantial duties materially inconsistent with the Executive's position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial diminution in the Executive's position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to the Change in Control; provided that the fact that the Company is no longer a publicly traded company or the Executive no longer has duties and responsibilities associated exclusively with a publicly traded company, such as Securities and Exchange Commission or stock exchange reporting responsibilities or investor or analyst relations responsibilities, shall not be deemed to be a reassignment of the Executive to substantial duties materially inconsistent with the Executive's position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial diminution in the Executive's position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to the Change in Control; (B) Any reduction in the Executive's base salary or targeted incentive bonus or commissions in effect immediately prior to the Change in Control, Employee shall be entitled to receive his Accrued Benefits plus a lump sum payment equal to two (2) times his Annual Base Salary, which shall be paid to Employee within sixty (60) days following the date of his termination of employment. In addition, for a period of two (2) years from the date of termination of employment, or failure until Employee secures substantially similar benefits through other employment, whichever shall first occur, Employee shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to Employee during the two (2) years prior to his termination of employment. If the Bank and the Corporation cannot provide such benefits because Employee is no longer an employee, the Bank and the Corporation shall reimburse Employee in an amount equal to the monthly premium paid by him to obtain substantially similar health and welfare employee benefits which he enjoyed prior to termination, which reimbursement shall continue until the expiration of two (2) years from the date of termination of employment or until Employee secures substantially similar benefits through other employment, whichever shall first occur, subject to Code Section 409A if applicable. Notwithstanding any provision of this Agreement to the contrary, Employee shall forfeit his rights to receive the payments and benefits set forth in Section 6(a) unless he executes a general release of claims in favor of the Bank and the Corporation in a form to be provided by the Company to continue Bank and the Corporation, and such release becomes effective and irrevocable in accordance with its terms, on or before the date that is sixty (60) days after Employee’s termination of employment. Notwithstanding any bonus, stock or other incentive plans in effect immediately prior provision of this Agreement to the Change in Control (without contrary, if any benefit or payment hereunder would be treated as a “parachute payment” under Code Section 280G, the implementation of comparable successor plans that provide comparable award opportunities/benefits), Bank and the Corporation shall reduce such benefit or any removal of the Executive from participation in such aforementioned plans; (C) The discontinuance or reduction in benefits payment to the Executive under extent necessary to avoid treating such benefit or payment as a parachute payment. Employee shall be entitled to only the reduced benefit or payment and shall forfeit any qualified or nonqualified retirement or welfare plan maintained by amount over and above the Company immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits), or the discontinuance of any fringe benefits or other perquisites that the Executive received immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits); (D) Required relocation of the Executive's principal place of employment more than 50 miles from the Executive's place of employment prior to the Change in Control; or (E) The Company's breach of any provision in this Agreement, provided that the Company has not cured such breach within 10 days following written notice by the Executive to the Company of such breachreduced amount. (b) The Executive who believes the Executive is entitled to a Termination of Employment for Good Reason, as defined in Section 4 above, may apply in writing to the Company for confirmation of such entitlement prior to the Executive's actual separation from employment, by following the claims procedure set forth in Section 15 hereof. The submission of such a request by the Executive Employee shall not constitute "Cause" be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise. Unless otherwise agreed to in writing, the Company amount of payment or the benefit provided for in this Section 6 shall not be reduced by any compensation earned by Employee as the result of employment by another employer or by reason of Employee’s receipt of or right to terminate the Executive as defined under Section 2(a) hereof. If the Executive's request for a Good Reason Termination of Employment is denied under both the request and appeal procedures set forth in paragraphs (b) and (c) of Section 15 hereof, then the parties shall use their best efforts to resolve the claim within 90 days receive any retirement or other benefits after the claim is submitted to arbitration pursuant to Section 15(d)date of termination of employment or otherwise. (c) Upon satisfaction of the requirements set forth As used in Sections 4 or 11(a) hereof and with respect to any one or more Changes in Control that may occur during the term of this Agreement, upon the Executive's execution of a release (in the form attached hereto as Exhibit A), the Executive shall be entitled to (the "Change in Control Severance Benefits"): (i) A cash severance benefit equal to one times the Executive's current annual base salary, as in effect at the time of the “Change in Control; (ii) A prorated portion of the Executive's target bonus for the year of termination, based on the number of days worked in the year of termination; (iii) Subject to Section 6, continuation of Company-provided health (including vision and dental, if provided by the Company immediately prior to the Change in Control) and welfare benefits (including executive life insurance coverage, if provided by the Company to the Executive immediately prior to the Change in Control) for one year, on the terms (or comparable terms) provided by the Company to the Executive immediately prior to the Change in Control. Health benefits ” shall be provided through continued coverage under the Company's group health plan, if allowed under the terms of such plan, or by the reimbursement of COBRA continuation coverage premiums paid by the Executive, as determined by the Company; provided, however, if the health plan is self-insured by the Company, then the determination shall be made by the Executive. Any continuation of group health plan coverage under this paragraph shall run concurrently with the period of required COBRA continuation coverage under the Code. If COBRA continuation coverage is not available, the Company shall reimburse the Executive for premiums for comparable coverage, provided, however, that the reimbursement shall not exceed the greater of (i) two times the annual premium paid by the Company for such coverage at the date of termination or (ii) two times the amount of the COBRA premium under the Company's group health plan for coverage comparable to that elected by the Executive, (A) at the time of the Change of Control or (B) at the time of the required payment, whichever is greater. Welfare benefits (other than health benefits) shall be continued only to the extent permitted under the terms of such plans; (iv) Continuation of the Executive's then current car benefit for one year in accordance with the Company car policy in effect at the time of termination. (v) Continued coverage, during the six (6) years following the Executive's termination for his actions or omissions as an officer and, if applicable, director of the Company prior to the date of termination of his employment, under any directors and officers liability insurance policy maintained by the Company (or, if the Company does not maintain such a policy, by its affiliates) for its former directors and officers or, at the Company's election, for the current directors and officers. If the Company or its affiliates does not otherwise maintain such a policy, then the Company shall be required to provide the Executive with such a policy, to the extent available. The policy dollar coverage limits of any such policy shall be not less than the policy limit under any Company policy in place within the one (1) year prior to the Executive's termination of employment (the "Existing Policy") or, if less, the policy dollar coverage limit that can be purchased by the Company for all of its current and former directors and officers at an annual premium equal to two times the Company's annual premium for the Existing Policy. (d) Subject to Section 11(a) hereof, the Executive's cash severance benefit under Section 4(c)(i) and (ii) shall be paid in a lump sum cash payment within ten (10) days following the Executive's Termination of Employment, as defined in Section 4. Any payment made later than 10 days following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof) for whatever reason, shall include interest at the prime rate plus two percent, which shall begin accruing on the 10th day following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof). For purposes of this Section 4, "prime rate" shall be determined by reference to the prime rate established by Comerica Bank (or its successor), in effect from time to time commencing on the 10th day following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof). (e) Section 4 of this Agreement shall terminate upon the first of the following events to occurmean: (i) Three years from the date hereof if a Change in Control has not occurred within such three-year period; (ii) Termination of the Executive's employment with the Company prior to a Change in Control, provided, however, if there is a Change in Control within six months after the termination of the Executive's employment with the Company, other than a termination due to the Executive's death or Disability, an involuntary termination by the Company for Cause or a termination of employment by the Executive, then the Agreement shall not be deemed to have terminated and the Executive shall be entitled to receive the Change in Control Severance Benefits provided in Section 4, less any Regular Severance Benefits the Executive has been paid under Section 3, in lieu of the severance benefits the Executive is entitled to under Section 3; (iii) The expiration of two years following a Change in Control; (iv) Termination of the Executive's employment with the Company following a Change in Control due to the Executive's death or Disability; (v) Termination of the Executive's employment by the Company for Cause following a Change in Control; or (vi) Termination of employment by the Executive for other than Good Reason following the date of a Change in Control. Unless Section 4 of this Agreement has first terminated under clauses (ii) through (vi) hereof, commencing on the third anniversary of the date of this Agreement, and on each one-year anniversary thereafter, Section 4 of this Agreement shall be extended for one additional year, unless at least 180 days prior to any such anniversary, the Company notifies the Executive in writing that it shall not extend the term of Section 4 of this Agreement.

Termination of Employment Following a Change in Control. Subject to Section 11(a(a) hereunder, the Executive shall be entitled to the If a Change in Control Severance Benefits (as defined in Section 4(c6(c) below) set forth in this Section 4, in lieu of the severance benefits the Executive is entitled to under Section 3 of this Agreement, if there has been a Change in Control ) shall occur and Executive’s employment is involuntarily terminated by the Bank and the Corporation without Cause or Executive has incurred a Termination of Employment. The severance benefit provided under this Section 4 is in lieu of cash severance payments offered under the Company's documented severance policy, if any. (a) For purposes of Section 4 of the Agreement, "Termination of Employment" shall be defined as: (i) The Executive's involuntary termination by the Company resigns for any reason other than death, Disability or Cause; or (ii) The Executive's termination for "Good Reason," defined as the occurrence of any of the , in each case within two (2) years following events without the Executive's written consent, if the Executive terminates employment within one (1) year following the occurrence of such event: (A) Any reassignment of the Executive to substantial duties materially inconsistent with the Executive's position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial diminution in the Executive's position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to the Change in Control; provided that the fact that the Company is no longer a publicly traded company or the Executive no longer has duties and responsibilities associated exclusively with a publicly traded company, such as Securities and Exchange Commission or stock exchange reporting responsibilities or investor or analyst relations responsibilities, shall not be deemed to be a reassignment of the Executive to substantial duties materially inconsistent with the Executive's position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial diminution in the Executive's position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to the Change in Control; (B) Any reduction in the Executive's base salary or targeted incentive bonus or commissions in effect immediately prior to the Change in Control, or failure by the Company to continue any bonus, stock or other incentive plans in effect immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable award opportunities/benefits), or any removal of the Executive from participation in such aforementioned plans; (C) The discontinuance or reduction in benefits to the Executive under any qualified or nonqualified retirement or welfare plan maintained by the Company immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits), or the discontinuance of any fringe benefits or other perquisites that the Executive received immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits); (D) Required relocation of the Executive's principal place of employment more than 50 miles from the Executive's place of employment prior to the Change in Control; or (E) The Company's breach of any provision in this Agreement, provided that the Company has not cured such breach within 10 days following written notice by the Executive to the Company of such breach. (b) The Executive who believes the Executive is entitled to a Termination of Employment for Good Reason, as defined in Section 4 above, may apply in writing to the Company for confirmation of such entitlement prior to the Executive's actual separation from employment, by following the claims procedure set forth in Section 15 hereof. The submission of such a request by the Executive shall not constitute "Cause" for the Company to terminate the Executive as defined under Section 2(a) hereof. If the Executive's request for a Good Reason Termination of Employment is denied under both the request and appeal procedures set forth in paragraphs (b) and (c) of Section 15 hereof, then the parties shall use their best efforts to resolve the claim within 90 days after the claim is submitted to arbitration pursuant to Section 15(d). (c) Upon satisfaction of the requirements set forth in Sections 4 or 11(a) hereof and with respect to any one or more Changes in Control that may occur during the term of this Agreement, upon the Executive's execution of a release (in the form attached hereto as Exhibit A), the Executive shall be entitled to (the "Change in Control Severance Benefits"): (i) A cash severance benefit equal to one times the Executive's current annual base salary, as in effect at the time of the Change in Control; (ii) A prorated portion of the Executive's target bonus for the year of termination, based on the number of days worked in the year of termination; (iii) Subject to Section 6, continuation of Company-provided health (including vision and dental, if provided by the Company immediately prior to the Change in Control) and welfare benefits (including executive life insurance coverage, if provided by the Company to the Executive immediately prior to the Change in Control) for one year, on the terms (or comparable terms) provided by the Company to the Executive immediately prior to the Change in Control. Health benefits shall be provided through continued coverage under the Company's group health plan, if allowed under the terms of such plan, or by the reimbursement of COBRA continuation coverage premiums paid by the Executive, as determined by the Company; provided, however, if the health plan is self-insured by the Company, then the determination shall be made by the Executive. Any continuation of group health plan coverage under this paragraph shall run concurrently with the period of required COBRA continuation coverage under the Code. If COBRA continuation coverage is not available, the Company shall reimburse the Executive for premiums for comparable coverage, provided, however, that the reimbursement shall not exceed the greater of (i) two times the annual premium paid by the Company for such coverage at the date of termination or (ii) two times the amount of the COBRA premium under the Company's group health plan for coverage comparable to that elected by the Executive, (A) at the time of the Change of Control or (B) at the time of the required payment, whichever is greater. Welfare benefits (other than health benefits) shall be continued only to the extent permitted under the terms of such plans; (iv) Continuation of the Executive's then current car benefit for one year in accordance with the Company car policy in effect at the time of termination. (v) Continued coverage, during the six (6) years following the Executive's termination for his actions or omissions as an officer and, if applicable, director of the Company prior to the date of termination of his employment, under any directors and officers liability insurance policy maintained by the Company (or, if the Company does not maintain such a policy, by its affiliates) for its former directors and officers or, at the Company's election, for the current directors and officers. If the Company or its affiliates does not otherwise maintain such a policy, then the Company shall be required to provide the Executive with such a policy, to the extent available. The policy dollar coverage limits of any such policy shall be not less than the policy limit under any Company policy in place within the one (1) year prior to the Executive's termination of employment (the "Existing Policy") or, if less, the policy dollar coverage limit that can be purchased by the Company for all of its current and former directors and officers at an annual premium equal to two times the Company's annual premium for the Existing Policy. (d) Subject to Section 11(a) hereof, the Executive's cash severance benefit under Section 4(c)(i) and (ii) shall be paid in a lump sum cash payment within ten (10) days following the Executive's Termination of Employment, as defined in Section 4. Any payment made later than 10 days following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof) for whatever reason, shall include interest at the prime rate plus two percent, which shall begin accruing on the 10th day following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof). For purposes of this Section 4, "prime rate" shall be determined by reference to the prime rate established by Comerica Bank (or its successor), in effect from time to time commencing on the 10th day following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof). (e) Section 4 of this Agreement shall terminate upon the first of the following events to occur: (i) Three years from the date hereof if a Change in Control has not occurred within such three-year period; (ii) Termination of the Executive's employment with the Company prior to a Change in Control, provided, however, if there is a Change in Control within six months after the termination of the Executive's employment with the Company, other than a termination due to the Executive's death or Disability, an involuntary termination by the Company for Cause or a termination of employment by the Executive, then the Agreement shall not be deemed to have terminated and the Executive shall be entitled to receive his Accrued Benefits plus a lump sum payment equal to two (2) times the Change in Control Severance Benefits provided in Section 4, less any Regular Severance Benefits the Executive has been paid under Section 3, in lieu of the severance benefits the Executive is entitled to under Section 3; sum of: (iiii) The expiration of two years following a Change in Control; his Annual Base Salary; and (ivii) Termination of the Executive's employment his average cash bonus and other cash incentive compensation earned by him with the Company following a Change in Control due respect to the Executive's death or Disability; three calendar years immediately preceding the year of termination, which shall be paid to Executive within sixty (v60) Termination of the Executive's employment by the Company for Cause following a Change in Control; or (vi) Termination of employment by the Executive for other than Good Reason days following the date of his termination of employment. In addition, for a period of two (2) years from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to Executive during the two (2) years prior to his termination of employment. If the Bank and the Corporation cannot provide such benefits because Executive is no longer an Executive, the Bank and the Corporation shall reimburse Executive in an amount equal to the monthly premium paid by him to obtain substantially similar health and welfare Executive benefits which he enjoyed prior to termination, which reimbursement shall continue until the expiration of two (2) years from the date of termination of employment or until Executive secures substantially similar benefits through other employment, whichever shall first occur, subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), if applicable. Notwithstanding any provision of this Agreement to the contrary, Executive shall forfeit his rights to receive the payments and benefits set forth in Section 6(a) unless he executes a general release of claims in favor of the Bank and the Corporation in a form to be provided by the Bank and the Corporation, and such release becomes effective and irrevocable in accordance with its terms, on or before the date that is sixty (60) days after Executive’s termination of employment. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise. Unless otherwise agreed to in writing, the amount of payment or the benefit provided for in this Section 6 shall not be reduced by any compensation earned by Executive as the result of employment by another employer or by reason of Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise. (c) As used in this Agreement, “Change in Control. Unless ” shall mean a change in ownership or effective control applicable to the Corporation or the Bank as described in Section 4 of this Agreement has first terminated under clauses (ii409A(a)(2)(A(v) through (vi) hereof, commencing on the third anniversary of the date Internal Revenue Code of this Agreement1986, as amended (or any successor provision thereto and on each one-year anniversary thereafter, Section 4 of this Agreement shall be extended for one additional year, unless at least 180 days prior to any such anniversary, the Company notifies the Executive in writing that it shall not extend the term of Section 4 of this Agreementregulations thereunder).

Termination of Employment Following a Change in Control. Subject to Section 11(a(a) hereunder, the Executive If this Agreement shall be entitled to the Change in Control Severance Benefits (as defined in Section 4(c) below) set forth in this Section 4, in lieu of the severance benefits the Executive is entitled to under Section 3 of this Agreement, if there has been terminated within two years after a Change in Control and the Executive has incurred a Termination of Employment. The severance benefit provided under this Section 4 is in lieu of cash severance payments offered under the Company's documented severance policy, if any. (a) For purposes of Section 4 of the Agreement, "Termination of Employment" shall be defined as: (i) The Executive's involuntary termination by the Company for any reason other than death, Disability or Cause; or (ii) The Executive's termination for "Good Reason," defined as the occurrence of any of the following events without the Executive's written consent, if the Executive terminates employment within one (1) year following the occurrence of such event: (A) Any reassignment of the Executive to substantial duties materially inconsistent with the Executive's position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial diminution in the Executive's position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to the Change in Control; provided that the fact that the Company is no longer a publicly traded company or the Executive no longer has duties and responsibilities associated exclusively with a publicly traded company, such as Securities and Exchange Commission or stock exchange reporting responsibilities or investor or analyst relations responsibilities, shall not be deemed to be a reassignment of the Executive to substantial duties materially inconsistent with the Executive's position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial diminution in the Executive's position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to the Change in Control; (B) Any reduction in the Executive's base salary or targeted incentive bonus or commissions in effect immediately prior to the Change in Control, or failure by the Company to continue any bonus, stock or other incentive plans in effect immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable award opportunities/benefits), or any removal of the Executive from participation in such aforementioned plans; (C) The discontinuance or reduction in benefits to the Executive under any qualified or nonqualified retirement or welfare plan maintained by the Company immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits), or the discontinuance of any fringe benefits or other perquisites that the Executive received immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits); (D) Required relocation of the Executive's principal place of employment more than 50 miles from the Executive's place of employment prior to the Change in Control; or (E) The Company's breach of any provision in this Agreement, provided that the Company has not cured such breach within 10 days following written notice by the Executive to the Company of such breach. (b) The Executive who believes the Executive is entitled to a Termination of Employment for Good Reason, as defined in Section 4 above, may apply in writing to the Company for confirmation of such entitlement prior to the Executive's actual separation from employment, by following the claims procedure set forth in Section 15 hereof. The submission of such a request by the Executive shall not constitute "Cause" for the Company to terminate the Executive as defined under Section 2(a) hereof. If the Executive's request for a Good Reason Termination of Employment is denied under both the request and appeal procedures set forth in paragraphs (b) and (c) of Section 15 hereof, then the parties shall use their best efforts to resolve the claim within 90 days after the claim is submitted to arbitration pursuant to Section 15(d). (c) Upon satisfaction of the requirements set forth in Sections 4 or 11(a) hereof and with respect to any one or more Changes in Control that may occur which occurs during the term of this Agreement, upon provided such termination is by the Executive for Good Reason or by the Company Without Cause (which includes delivery by the Company of a notice of nonrenewal of this Agreement pursuant to Section 3 hereof), in lieu of any obligation the Company may have pursuant to Section 6.3 hereof: (1) The Company shall pay to the Executive in a lump sum in cash within five (5) days after the Date of Termination, if not theretofore paid, the Executive's execution ’s Base Salary (as in effect on the Date of a release (Termination) through the Date of Termination, and in the form attached hereto as Exhibit A)case of compensation previously deferred and bonuses previously earned by the Executive, all amounts of such compensation previously deferred and earned and not yet paid by the Company. (2) The Company shall, promptly upon submission by the Executive of supporting documentation, pay or reimburse to the Executive any costs and expenses paid or incurred by the Executive which would have been payable under Section 4.6 hereof if the Executive’s employment had not terminated. (3) The Company shall be entitled pay to the Executive in a lump sum in cash within five (5) days after the "Change in Control Severance Benefits"): Date of Termination a severance payment equal to three (3) times the sum of (i) A cash severance benefit equal to one times the Executive's current annual base salary, ’s Base Salary (as in effect at the time on Date of the Change in Control; Termination) and (ii) A prorated portion of the Executive's target bonus for ’s most recent Annual Bonus. (4) During the year of termination, based 18-month period commencing on the number Date of days worked in the year of termination; (iii) Subject to Section 6Termination, continuation of Company-provided health (including vision and dental, if provided by the Company immediately prior shall continue benefits (other than disability benefits), at the Company’s expense to the Executive and/or the Executive’s family at least equal to those which would have been provided to them under Section 4.5 hereof if the Executive’s employment had not been terminated (without giving effect to any reduction in such benefits subsequent to the Change in ControlControl which reduction constitutes or may constitute Good Reason). (b) and welfare benefits (including executive life insurance coverage, if provided by the The Company shall pay to the Executive immediately prior all legal fees and expenses incurred by the Executive as a result of a termination which entitles the Executive to the Change any payments under Section 6.4 hereof including all such fees and expenses, if any, incurred in Control) for one year, on the terms (contesting or comparable terms) disputing any Notice of Termination under Section 5.3 hereof or in seeking to obtain or enforce any right or benefit provided by the Company to the Executive immediately prior to the Change in ControlSection 6.4 hereof. Health benefits shall be provided through continued coverage under the Company's group health plan, if allowed under the terms of such plan, or by the reimbursement of COBRA continuation coverage premiums paid by the Executive, as determined by the Company; provided, however, if the health plan is self-insured by the Company, then the determination Such payments shall be made by the Executive. Any continuation of group health plan coverage under this paragraph shall run concurrently with the period of required COBRA continuation coverage under the Code. If COBRA continuation coverage is not available, the Company shall reimburse the Executive for premiums for comparable coverage, provided, however, that the reimbursement shall not exceed the greater of within five (i5) two times the annual premium paid by the Company for such coverage at the date of termination or (ii) two times the amount of the COBRA premium under the Company's group health plan for coverage comparable to that elected by the Executive, (A) at the time of the Change of Control or (B) at the time of the required payment, whichever is greater. Welfare benefits (other than health benefits) shall be continued only to the extent permitted under the terms of such plans; (iv) Continuation days after delivery of the Executive's then current car benefit ’s respective written requests for one year in accordance with payment accompanied by such evidence of fees and expenses incurred as the Company car policy in effect at the time of terminationreasonably may require. (vc) Continued coverage, during Any determination by the six (6) years following Executive pursuant to this Section 6.4 that Good Reason exists for the Executive's termination for his actions or omissions as an officer and, if applicable, director of the Company prior to the date of termination of his employment, under any directors and officers liability insurance policy maintained by the Company (or, if the Company does not maintain such a policy, by its affiliates) for its former directors and officers or, at the Company's election, for the current directors and officers. If the Company or its affiliates does not otherwise maintain such a policy, then the Company shall be required to provide the Executive with such a policy, to the extent available. The policy dollar coverage limits of any such policy shall be not less than the policy limit under any Company policy in place within the one (1) year prior to the Executive's ’s termination of employment (and that adequate remedy has not occurred shall be presumed correct and shall govern unless the "Existing Policy") or, if less, party contesting the policy dollar coverage limit determination shows by a clear preponderance of the evidence that can be purchased by the Company for all of its current and former directors and officers at an annual premium equal to two times the Company's annual premium for the Existing Policyit was not a good faith reasonable determination. (d) Subject to Section 11(a) hereofNotwithstanding any dispute concerning whether Good Reason exists for termination of employment or whether adequate remedy has occurred, the Executive's cash severance benefit Company shall immediately pay to the Executive any amounts otherwise due under this Section 4(c)(i) and (ii) shall 6.4. The Executive may be paid in a lump sum cash payment within ten (10) days following required to repay such amounts to the Company if any such dispute is finally determined adversely to the Executive's Termination of Employment, as defined in Section 4. Any payment made later than 10 days following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof) for whatever reason, shall include interest at the prime rate plus two percent, which shall begin accruing on the 10th day following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof). For purposes of this Section 4, "prime rate" shall be determined by reference to the prime rate established by Comerica Bank (or its successor), in effect from time to time commencing on the 10th day following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof). (e) Section 4 of this Agreement The Executive shall terminate upon the first of the following events not be required to occur: (i) Three years from the date hereof if a Change in Control has not occurred within such three-year period; (ii) Termination of the Executive's employment mitigate damages with the Company prior to a Change in Control, provided, however, if there is a Change in Control within six months after the termination of the Executive's employment with the Company, other than a termination due respect to the Executive's death amount of any payment provided under this Section 6.4 by seeking other employment or Disabilityotherwise, an involuntary termination nor shall the amount of any payment provided under this Section 6.4 be reduced by retirement benefits, deferred compensation or any compensation earned by the Company for Cause or Executive as a termination result of employment by the Executive, then the Agreement shall not be deemed to have terminated and the Executive shall be entitled to receive the Change in Control Severance Benefits provided in Section 4, less any Regular Severance Benefits the Executive has been paid under Section 3, in lieu of the severance benefits the Executive is entitled to under Section 3; (iii) The expiration of two years following a Change in Control; (iv) Termination of the Executive's employment with the Company following a Change in Control due to the Executive's death or Disability; (v) Termination of the Executive's employment by the Company for Cause following a Change in Control; or (vi) Termination of employment by the Executive for other than Good Reason following the date of a Change in Control. Unless Section 4 of this Agreement has first terminated under clauses (ii) through (vi) hereof, commencing on the third anniversary of the date of this Agreement, and on each one-year anniversary thereafter, Section 4 of this Agreement shall be extended for one additional year, unless at least 180 days prior to any such anniversary, the Company notifies the Executive in writing that it shall not extend the term of Section 4 of this Agreementanother employer.

Termination of Employment Following a Change in Control. Subject to Section 11(a) hereunder, the Executive  A termination of employment shall be entitled deemed to the occur if, within one hundred eighty (180) days following a Change in Control Severance Benefits (as defined in Section 4(c) below) set forth in this Section 4, in lieu of the severance benefits the Executive is entitled to under Section 3 of this Agreement), if there has been a Change in Control and the Executive has incurred a Termination of Employment. The severance benefit provided under this Section 4 is in lieu of cash severance payments offered under the Company's documented severance policy, if any. (a) For purposes of Section 4 of the Agreement, "Termination of Employment" shall be defined as: (i) The Executive's involuntary termination by the Company for any reason other than death, Disability or Cause; or (ii) The Executive's termination for "Good Reason," defined as the occurrence of any of the following events without the Executive's written consent, if the Executive terminates employment within one (1) year following the occurrence of such eventoccur: (Aa) Any reassignment any involuntary termination of Executive's employment (other than for a disability wherein Executive is unable to perform all of his essential job functions, taking into account any reasonable accommodations); (b) any involuntary material reduction in Executive's title, responsibilities (including reporting responsibilities), or authority, as such existed as of the Date of Change of Control ; (c) the assignment to Executive to of substantial duties which are materially inconsistent with the Executive's position, duties, responsibilities and status with office on the Company immediately prior to the Date of Change in Control Control, or a substantial diminution in the Executive's position, duties, responsibilities or status with the Company as have been increased from his position, duties, responsibilities or status with the Company immediately prior time to time after the Change in Control; provided that the fact that the Company is no longer a publicly traded company or the , unless Executive no longer has duties and responsibilities associated exclusively with a publicly traded company, voluntarily consented to such as Securities and Exchange Commission or stock exchange reporting responsibilities or investor or analyst relations responsibilities, shall not be deemed to be a assignments; (d) any involuntary reassignment of the Executive to substantial duties materially inconsistent with a principal office location greater than fifty (50) miles from the location of Executive's position, duties, responsibilities and status with principal office on the Company immediately prior to the Change in Control or a substantial diminution in the Executive's position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to Date of the Change in Control; (Be) Any any material reduction (i.e., defined for this purpose as a reduction of ten percent (10%) or more) in the Executive's base salary or targeted incentive bonus or commissions Annual Base Salary in effect immediately prior to on the Date of the Change in Control, or failure by the Company unless Executive has voluntarily consented to continue any bonus, stock or other incentive plans in effect immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable award opportunities/benefits), or any removal of the Executive from participation in such aforementioned plans; (C) The discontinuance or reduction in benefits to the Executive under any qualified or nonqualified retirement or welfare plan maintained by the Company immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits), or the discontinuance of any fringe benefits or other perquisites that the Executive received immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits); (D) Required relocation of the Executive's principal place of employment more than 50 miles from the Executive's place of employment prior to the Change in Controlreduction; or (Ef) The Companyany failure to provide Executive with benefits that, overall, are materially comparable to those enjoyed by Executive under Corporation's breach of any provision or Bank's retirement or pension, life insurance, medical, health and accident, disability and other employee benefit plans in this Agreement, provided that the Company has not cured such breach within 10 days following written notice by the which Executive to the Company of such breach. (b) The Executive who believes the Executive is entitled to a Termination of Employment for Good Reason, as defined in Section 4 above, may apply in writing to the Company for confirmation of such entitlement prior to the Executive's actual separation from employment, by following the claims procedure set forth in Section 15 hereof. The submission of such a request by the Executive shall not constitute "Cause" for the Company to terminate the Executive as defined under Section 2(a) hereof. If the Executive's request for a Good Reason Termination of Employment is denied under both the request and appeal procedures set forth in paragraphs (b) and (c) of Section 15 hereof, then the parties shall use their best efforts to resolve the claim within 90 days after the claim is submitted to arbitration pursuant to Section 15(d). (c) Upon satisfaction of the requirements set forth in Sections 4 or 11(a) hereof and with respect to any one or more Changes in Control that may occur during the term of this Agreement, upon the Executive's execution of a release (in the form attached hereto as Exhibit A), the Executive shall be entitled to (the "Change in Control Severance Benefits"): (i) A cash severance benefit equal to one times the Executive's current annual base salary, as in effect participated at the time of the Change in Control; (ii) A prorated portion , or the taking of any action that would, overall, materially reduce such benefits in effect as of the Date of Change in Control unless such reduction is part of a reduction applicable to all Bank employees or all Bank executives.  In the event of a Change of Control, Executive's target bonus for , at his option exercisable within 180 days after such Change in Control first occurred, shall provide the year Corporation and Bank and/or its/their successors or assigns notice of terminationthe existence of the condition which Executive believes constitutes a breach of its/their obligation(s) and provide the Corporation and Bank and/or its/their successors or assigns thirty (30) days in which to cure such condition. In the event that the Corporation and Bank and/or its/their successors or assigns disagrees that a breach has occurred or otherwise does not cure the condition alleged to have caused the breach within thirty (30) days of such notice, based on the number of days worked in the year of termination; Executive may resign from employment with Corporation and Bank and/or its/their successors or assigns (iii) Subject to Section 6, continuation of Company-provided health (including vision and dentalor, if provided involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering a notice in writing (the Company immediately prior "Notice of Termination") to Corporation and Bank and/or its/their successors or assigns and the Change in Control) and welfare benefits (including executive life insurance coverage, if provided by the Company to the Executive immediately prior to the Change in Control) for one year, on the terms (or comparable terms) provided by the Company to the Executive immediately prior to the Change in Control. Health benefits provisions of Section 6 of this Agreement shall be provided through continued coverage under the Company's group health plan, if allowed under the terms of such plan, or by the reimbursement of COBRA continuation coverage premiums paid by the Executive, as determined by the Companyapply; provided, however, if that notwithstanding the health plan is self-insured by the Companyforegoing, then the determination no benefits shall be made by the Executive. Any continuation of group health plan coverage payable to Executive under this paragraph shall run concurrently with the period of required COBRA continuation coverage under the Code. If COBRA continuation coverage is not available, the Company shall reimburse the Section 5 unless Executive for premiums for comparable coverage, provided, however, that the reimbursement shall not exceed the greater of (i) actually terminates his/her employment within two times the annual premium paid by the Company for such coverage at the date of termination or (ii) two times the amount of the COBRA premium under the Company's group health plan for coverage comparable to that elected by the Executive, (A) at the time of the Change of Control or (B) at the time of the required payment, whichever is greater. Welfare benefits (other than health benefits) shall be continued only to the extent permitted under the terms of such plans; (iv) Continuation of the Executive's then current car benefit for one year in accordance with the Company car policy in effect at the time of termination. (v) Continued coverage, during the six (6) years following the Executive's termination for his actions or omissions as an officer and, if applicable, director of the Company prior to the date of termination of his employment, under any directors and officers liability insurance policy maintained by the Company (or, if the Company does not maintain such a policy, by its affiliates) for its former directors and officers or, at the Company's election, for the current directors and officers. If the Company or its affiliates does not otherwise maintain such a policy, then the Company shall be required to provide the Executive with such a policy, to the extent available. The policy dollar coverage limits of any such policy shall be not less than the policy limit under any Company policy in place within the one (1) year prior to the Executive's termination of employment (the "Existing Policy") or, if less, the policy dollar coverage limit that can be purchased by the Company for all of its current and former directors and officers at an annual premium equal to two times the Company's annual premium for the Existing Policy. (d) Subject to Section 11(a) hereof, the Executive's cash severance benefit under Section 4(c)(i) and (ii) shall be paid in a lump sum cash payment within ten (10) days following the Executive's Termination of Employment, as defined in Section 4. Any payment made later than 10 days following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof) for whatever reason, shall include interest at the prime rate plus two percent, which shall begin accruing on the 10th day following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof). For purposes of this Section 4, "prime rate" shall be determined by reference to the prime rate established by Comerica Bank (or its successor), in effect from time to time commencing on the 10th day following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof). (e) Section 4 of this Agreement shall terminate upon the first of the following events to occur: (i) Three years from the date hereof if a Change in Control has not occurred within such three-year period; (ii) Termination of the Executive's employment with the Company prior to a Change in Control, provided, however, if there is a Change in Control within six months after the termination Date of the Executive's employment with the Company, other than a termination due to the Executive's death or Disability, an involuntary termination by the Company for Cause or a termination of employment by the Executive, then the Agreement shall not be deemed to have terminated and the Executive shall be entitled to receive the Change in Control Severance Benefits provided in Section 4, less any Regular Severance Benefits the Executive has been paid under Section 3, in lieu of the severance benefits the Executive is entitled to under Section 3; (iii) The expiration of two years following a Change in Control; (iv) Termination of the Executive's employment with the Company following a Change in Control due to the Executive's death or Disability; (v) Termination of the Executive's employment by the Company for Cause following a Change in Control; or (vi) Termination of employment by the Executive for other than Good Reason following the date of a Change in Control. Unless Section 4 of this Agreement has first terminated under clauses (ii) through (vi) hereof, commencing on the third anniversary of the date of this Agreement, and on each one-year anniversary thereafter, Section 4 of this Agreement shall be extended for one additional year, unless at least 180 days prior to any such anniversary, the Company notifies the Executive in writing that it shall not extend the term of Section 4 of this Agreement.

Termination of Employment Following a Change in Control. Subject to Section 11(a(a) hereunder, the Executive If this Agreement shall be entitled to the Change in Control Severance Benefits (as defined in Section 4(c) below) set forth in this Section 4, in lieu of the severance benefits the Executive is entitled to under Section 3 of this Agreement, if there has been terminated within two years after a Change in Control and the Executive has incurred a Termination of Employment. The severance benefit provided under this Section 4 is in lieu of cash severance payments offered under the Company's documented severance policy, if any. (a) For purposes of Section 4 of the Agreement, "Termination of Employment" shall be defined as: (i) The Executive's involuntary termination by the Company for any reason other than death, Disability or Cause; or (ii) The Executive's termination for "Good Reason," defined as the occurrence of any of the following events without the Executive's written consent, if the Executive terminates employment within one (1) year following the occurrence of such event: (A) Any reassignment of the Executive to substantial duties materially inconsistent with the Executive's position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial diminution in the Executive's position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to the Change in Control; provided that the fact that the Company is no longer a publicly traded company or the Executive no longer has duties and responsibilities associated exclusively with a publicly traded company, such as Securities and Exchange Commission or stock exchange reporting responsibilities or investor or analyst relations responsibilities, shall not be deemed to be a reassignment of the Executive to substantial duties materially inconsistent with the Executive's position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial diminution in the Executive's position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to the Change in Control; (B) Any reduction in the Executive's base salary or targeted incentive bonus or commissions in effect immediately prior to the Change in Control, or failure by the Company to continue any bonus, stock or other incentive plans in effect immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable award opportunities/benefits), or any removal of the Executive from participation in such aforementioned plans; (C) The discontinuance or reduction in benefits to the Executive under any qualified or nonqualified retirement or welfare plan maintained by the Company immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits), or the discontinuance of any fringe benefits or other perquisites that the Executive received immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits); (D) Required relocation of the Executive's principal place of employment more than 50 miles from the Executive's place of employment prior to the Change in Control; or (E) The Company's breach of any provision in this Agreement, provided that the Company has not cured such breach within 10 days following written notice by the Executive to the Company of such breach. (b) The Executive who believes the Executive is entitled to a Termination of Employment for Good Reason, as defined in Section 4 above, may apply in writing to the Company for confirmation of such entitlement prior to the Executive's actual separation from employment, by following the claims procedure set forth in Section 15 hereof. The submission of such a request by the Executive shall not constitute "Cause" for the Company to terminate the Executive as defined under Section 2(a) hereof. If the Executive's request for a Good Reason Termination of Employment is denied under both the request and appeal procedures set forth in paragraphs (b) and (c) of Section 15 hereof, then the parties shall use their best efforts to resolve the claim within 90 days after the claim is submitted to arbitration pursuant to Section 15(d). (c) Upon satisfaction of the requirements set forth in Sections 4 or 11(a) hereof and with respect to any one or more Changes in Control that may occur which occurs during the term of this Agreement, upon provided such termination is by the Executive for Good Reason or by the Company Without Cause (which includes delivery by the Company of a notice of nonrenewal of this Agreement pursuant to Section 3 hereof), in lieu of any obligation the Company may have pursuant to Section 6.3 hereof: (1) The Company shall pay to the Executive in a lump sum in cash within five (5) days after the Date of Termination, if not theretofore paid, the Executive's execution ’s Base Salary (as in effect on the Date of a release (Termination) through the Date of Termination, and in the form attached hereto as Exhibit A)case of compensation previously deferred and bonuses previously earned by the Executive, all amounts of such compensation previously deferred and earned and not yet paid by the Company. (2) The Company shall, promptly upon submission by the Executive of supporting documentation, pay or reimburse to the Executive any costs and expenses paid or incurred by the Executive which would have been payable under Section 4.6 hereof if the Executive’s employment had not terminated. (3) The Company shall be entitled pay to the Executive in a lump sum in cash within five (5) days after the "Change in Control Severance Benefits"): Date of Termination a severance payment equal to one and one half (11/2) times the sum of (i) A cash severance benefit equal to one times the Executive's current annual base salary, ’s Base Salary (as in effect at the time on Date of the Change in Control; Termination) and (ii) A prorated portion of the Executive's target bonus for ’s most recent Annual Bonus. (4) During the year of termination, based 18-month period commencing on the number Date of days worked in the year of termination; (iii) Subject to Section 6Termination, continuation of Company-provided health (including vision and dental, if provided by the Company immediately prior shall continue benefits (other than disability benefits), at the Company’s expense to the Executive and/or the Executive’s family at least equal to those which would have been provided to them under Section 4.5 hereof if the Executive’s employment had not been terminated (without giving effect to any reduction in such benefits subsequent to the Change in ControlControl which reduction constitutes or may constitute Good Reason). (b) and welfare benefits (including executive life insurance coverage, if provided by the The Company shall pay to the Executive immediately prior all legal fees and expenses incurred by the Executive as a result of a termination which entitles the Executive to the Change any payments under Section 6.4 hereof including all such fees and expenses, if any, incurred in Control) for one year, on the terms (contesting or comparable terms) disputing any Notice of Termination under Section 5.3 hereof or in seeking to obtain or enforce any right or benefit provided by the Company to the Executive immediately prior to the Change in ControlSection 6.4 hereof. Health benefits shall be provided through continued coverage under the Company's group health plan, if allowed under the terms of such plan, or by the reimbursement of COBRA continuation coverage premiums paid by the Executive, as determined by the Company; provided, however, if the health plan is self-insured by the Company, then the determination Such payments shall be made by the Executive. Any continuation of group health plan coverage under this paragraph shall run concurrently with the period of required COBRA continuation coverage under the Code. If COBRA continuation coverage is not available, the Company shall reimburse the Executive for premiums for comparable coverage, provided, however, that the reimbursement shall not exceed the greater of within five (i5) two times the annual premium paid by the Company for such coverage at the date of termination or (ii) two times the amount of the COBRA premium under the Company's group health plan for coverage comparable to that elected by the Executive, (A) at the time of the Change of Control or (B) at the time of the required payment, whichever is greater. Welfare benefits (other than health benefits) shall be continued only to the extent permitted under the terms of such plans; (iv) Continuation days after delivery of the Executive's then current car benefit ’s respective written requests for one year in accordance with payment accompanied by such evidence of fees and expenses incurred as the Company car policy in effect at the time of terminationreasonably may require. (vc) Continued coverage, during Any determination by the six (6) years following Executive pursuant to this Section 6.4 that Good Reason exists for the Executive's termination for his actions or omissions as an officer and, if applicable, director of the Company prior to the date of termination of his employment, under any directors and officers liability insurance policy maintained by the Company (or, if the Company does not maintain such a policy, by its affiliates) for its former directors and officers or, at the Company's election, for the current directors and officers. If the Company or its affiliates does not otherwise maintain such a policy, then the Company shall be required to provide the Executive with such a policy, to the extent available. The policy dollar coverage limits of any such policy shall be not less than the policy limit under any Company policy in place within the one (1) year prior to the Executive's ’s termination of employment (and that adequate remedy has not occurred shall be presumed correct and shall govern unless the "Existing Policy") or, if less, party contesting the policy dollar coverage limit determination shows by a clear preponderance of the evidence that can be purchased by the Company for all of its current and former directors and officers at an annual premium equal to two times the Company's annual premium for the Existing Policyit was not a good faith reasonable determination. (d) Subject to Section 11(a) hereofNotwithstanding any dispute concerning whether Good Reason exists for termination of employment or whether adequate remedy has occurred, the Executive's cash severance benefit Company shall immediately pay to the Executive any amounts otherwise due under this Section 4(c)(i) and (ii) shall 6.4. The Executive may be paid in a lump sum cash payment within ten (10) days following required to repay such amounts to the Company if any such dispute is finally determined adversely to the Executive's Termination of Employment, as defined in Section 4. Any payment made later than 10 days following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof) for whatever reason, shall include interest at the prime rate plus two percent, which shall begin accruing on the 10th day following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof). For purposes of this Section 4, "prime rate" shall be determined by reference to the prime rate established by Comerica Bank (or its successor), in effect from time to time commencing on the 10th day following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof). (e) Section 4 of this Agreement The Executive shall terminate upon the first of the following events not be required to occur: (i) Three years from the date hereof if a Change in Control has not occurred within such three-year period; (ii) Termination of the Executive's employment mitigate damages with the Company prior to a Change in Control, provided, however, if there is a Change in Control within six months after the termination of the Executive's employment with the Company, other than a termination due respect to the Executive's death amount of any payment provided under this Section 6.4 by seeking other employment or Disabilityotherwise, an involuntary termination nor shall the amount of any payment provided under this Section 6.4 be reduced by retirement benefits, deferred compensation or any compensation earned by the Company for Cause or Executive as a termination result of employment by the Executive, then the Agreement shall not be deemed to have terminated and the Executive shall be entitled to receive the Change in Control Severance Benefits provided in Section 4, less any Regular Severance Benefits the Executive has been paid under Section 3, in lieu of the severance benefits the Executive is entitled to under Section 3; (iii) The expiration of two years following a Change in Control; (iv) Termination of the Executive's employment with the Company following a Change in Control due to the Executive's death or Disability; (v) Termination of the Executive's employment by the Company for Cause following a Change in Control; or (vi) Termination of employment by the Executive for other than Good Reason following the date of a Change in Control. Unless Section 4 of this Agreement has first terminated under clauses (ii) through (vi) hereof, commencing on the third anniversary of the date of this Agreement, and on each one-year anniversary thereafter, Section 4 of this Agreement shall be extended for one additional year, unless at least 180 days prior to any such anniversary, the Company notifies the Executive in writing that it shall not extend the term of Section 4 of this Agreementanother employer.

Termination of Employment Following a Change in Control. Subject to Section 11(a) hereunder, the Executive shall be entitled to the Change in Control Severance Benefits (as defined in Section 4(c) below) set forth in this Section 4, in lieu of the severance benefits the Executive is entitled to under Section 3 of this Agreement, if there has been a Change in Control and the Executive has incurred a Termination of Employment. The severance benefit provided under this Section 4 is in lieu of cash severance payments offered under the Company's documented severance policy, if any. (a) For purposes of Section 4 of the Agreement, "Termination of Employment" shall be defined as: (i) The Executive's involuntary termination by the Company for any reason other than death, Disability or Cause; or (ii) The Executive's termination for "Good Reason," defined as the occurrence of any of the following events without the Executive's written consent, if the Executive terminates employment within one (1) year following the occurrence of such event: (A) Any reassignment of the Executive to substantial duties materially inconsistent with the Executive's position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial diminution in the Executive's position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to the Change in Control; provided that the fact that the Company is no longer a publicly traded company or the Executive no longer has duties and responsibilities associated exclusively with a publicly traded company, such as Securities and Exchange Commission or stock exchange reporting responsibilities or investor or analyst relations responsibilities, shall not be deemed to be a reassignment of the Executive to substantial duties materially inconsistent with the Executive's position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial diminution in the Executive's position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to the Change in Control; (B) Any reduction in the Executive's base salary or targeted incentive bonus or commissions in effect immediately prior to the Change in Control, or failure by the Company to continue any bonus, stock or other incentive plans in effect immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable award opportunities/benefits), or any removal of the Executive from participation in such aforementioned plans; (C) The discontinuance or reduction in benefits to the Executive under any qualified or nonqualified retirement or welfare plan maintained by the Company immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits), or the discontinuance of any fringe benefits or other perquisites that the Executive received immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits); (D) Required relocation of the Executive's principal place of employment more than 50 miles from the Executive's place of employment prior to the Change in Control; or (E) The Company's breach of any provision in this Agreement, provided that the Company has not cured such breach within 10 days following written notice by the Executive to the Company of such breach. (b) The Executive who believes the Executive is entitled to a Termination of Employment for Good Reason, as defined in Section 4 above, may apply in writing to the Company for confirmation of such entitlement prior to the Executive's actual separation from employment, by following the claims procedure set forth in Section 15 hereof. The submission of such a request by the Executive shall not constitute "Cause" for the Company to terminate the Executive as defined under Section 2(a) hereof. If the Executive's request for a Good Reason Termination of Employment is denied under both the request and appeal procedures set forth in paragraphs (b) and (c) of Section 15 hereof, then the parties shall use their best efforts to resolve the claim within 90 days after the claim is submitted to arbitration pursuant to Section 15(d). (c) Upon satisfaction of the requirements set forth in Sections 4 or 11(a) hereof and with respect to any one or more Changes in Control that may occur during the term of this Agreement, upon the Executive's execution of a release (in the form attached hereto as Exhibit A), the Executive shall be entitled to (the "Change in Control Severance Benefits"): (i) A cash severance benefit equal to one two times the Executive's current annual base salary, as in effect at the time of the Change in Control; (ii) A prorated portion of the Executive's target bonus for the year of termination, based on the number of days worked in the year of termination; (iii) Subject to Section 6, continuation of (A) Company-provided health benefits (including vision and dental, if provided by the Company immediately prior to the Change in Control) until the Executive becomes eligible for Medicare benefits and (B) other Company-provided welfare benefits (including executive life insurance coverageinsurance, if provided by the Company to the Executive immediately prior to the Change in Control) for one yeartwo years, in each case, on the terms (or comparable terms) provided by the Company to the Executive immediately prior to the Change in Control. Health benefits shall be provided through continued coverage under the Company's group health plan, if allowed under the terms of such plan, or by the reimbursement of COBRA continuation coverage premiums paid by the Executive, as determined by the Company; provided, however, if the health plan is self-insured by the Company, then the determination shall be made by the Executive. Any continuation of group health plan coverage under this paragraph shall run concurrently with the period of required COBRA continuation coverage under the Code. If COBRA continuation coverage is not available, the Company shall reimburse the Executive for premiums for comparable coverage, provided, however, that the reimbursement shall not exceed the greater of (i) two times the annual premium paid by the Company for such coverage at the date of termination or (ii) two times the amount of the COBRA premium under the Company's group health plan for coverage comparable to that elected by the Executive, (A) at the time of the Change of Control or (B) at the time of the required payment, whichever is greater. Welfare benefits (other than health benefits) shall be continued only to the extent permitted under the terms of such plans; (iv) Continuation of the Executive's then current car benefit for one year in accordance with the Company car policy in effect at the time of termination. (v) Continued coverage, during the six (6) years following the Executive's termination for his actions or omissions as an officer and, if applicable, director of the Company prior to the date of termination of his employment, under any directors and officers liability insurance policy maintained by the Company (or, if the Company does not maintain such a policy, by its affiliates) for its former directors and officers or, at the Company's election, for the current directors and officers. If the Company or its affiliates does not otherwise maintain such a policy, then the Company shall be required to provide the Executive with such a policy, to the extent available. The policy dollar coverage limits of any such policy shall be not less than the policy limit under any Company policy in place within the one (1) year prior to the Executive's termination of employment (the "Existing Policy") or, if less, the policy dollar coverage limit that can be purchased by the Company for all of its current and former directors and officers at an annual premium equal to two times the Company's annual premium for the Existing Policy. (d) Subject to Section 11(a) hereof, the Executive's cash severance benefit under Section 4(c)(i) and (ii) shall be paid in a lump sum cash payment within ten (10) days following the Executive's Termination of Employment, as defined in Section 4. Any payment made later than 10 days following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof) for whatever reason, shall include interest at the prime rate plus two percent, which shall begin accruing on the 10th day following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof). For purposes of this Section 4, "prime rate" shall be determined by reference to the prime rate established by Comerica Bank (or its successor), in effect from time to time commencing on the 10th day following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof). (e) Section 4 of this Agreement shall terminate upon the first of the following events to occur: (i) Three years from the date hereof if a Change in Control has not occurred within such three-year period; (ii) Termination of the Executive's employment with the Company prior to a Change in Control, provided, however, if there is a Change in Control within six months after the termination of the Executive's employment with the Company, other than a termination due to the Executive's death or Disability, an involuntary termination by the Company for Cause or a termination of employment by the Executive, then the Agreement shall not be deemed to have terminated and the Executive shall be entitled to receive the Change in Control Severance Benefits provided in Section 4, less any Regular Severance Benefits the Executive has been paid under Section 3, in lieu of the severance benefits the Executive is entitled to under Section 3; (iii) The expiration of two years following a Change in Control; (iv) Termination of the Executive's employment with the Company following a Change in Control due to the Executive's death or Disability; (v) Termination of the Executive's employment by the Company for Cause following a Change in Control; or (vi) Termination of employment by the Executive for other than Good Reason following the date of a Change in Control. Unless Section 4 of this Agreement has first terminated under clauses (ii) through (vi) hereof, commencing on the third anniversary of the date of this Agreement, and on each one-year anniversary thereafter, Section 4 of this Agreement shall be extended for one additional year, unless at least 180 days prior to any such anniversary, the Company notifies the Executive in writing that it shall not extend the term of Section 4 of this Agreement.

Termination of Employment Following a Change in Control. Subject to Section Sections 6 and 11(a) hereunder, the Executive shall be entitled to the Change in Control Severance Benefits (as defined in Section 4(c) below) set forth in severance payments under this Section 4, in lieu of the severance benefits the Executive is entitled to under Section 3 of this Agreement, Agreement only if there has been a Change in Control and the Executive has incurred a Termination of Employment. The severance benefit provided under this Section 4 is in lieu of cash severance payments offered under the Company's documented severance policy, if any. (a) For purposes of Section 4 this Agreement during the two-year period following any Change in Control that occurs during the term of the this Agreement, "“Termination of Employment" ” shall be defined as: (ia) The Executive's ’s involuntary termination by the Company for any reason other than death, Disability Disability, Retirement or Cause; or (iib) The Executive's ’s termination for "“Good Reason," ” defined as the occurrence of any of the following events without the Executive's ’s written consent, if the Executive terminates employment within one (1) year following the occurrence of such event: (Ai) Any reassignment of the Executive to substantial duties materially inconsistent with the Executive's his position, title, duties, responsibilities and status with the Company immediately prior to the Change in Control Control, or a substantial diminution change in the Executive's position’s reporting responsibilities, duties, responsibilities or status with including a change in the Company from his position, duties, responsibilities or status with the Company immediately prior to the Change in Control; provided that the fact that the Company is no longer a publicly traded company identity or the Executive no longer has duties and responsibilities associated exclusively with a publicly traded company, such as Securities and Exchange Commission or stock exchange reporting responsibilities or investor or analyst relations responsibilities, shall not be deemed corporate position to be a reassignment of which the Executive to substantial duties materially inconsistent with the Executive's positionreports, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial diminution change in the Executive's position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company title (except for a promotion) in effect immediately prior to the Change in Control; (Bii) Any reduction in the Executive's ’s base salary or targeted incentive bonus or commissions in effect immediately prior to the Change in Control, or failure by the Company to continue any bonus, stock or other incentive plans in effect immediately prior to the Change in Control (without the implementation of a comparable successor plans that provide comparable award opportunities/plan which provides the same benefits), or any removal of the Executive from participation in such aforementioned plans; (Ciii) The discontinuance or reduction in benefits to the Executive under of any qualified or nonqualified non-qualified retirement or welfare plan maintained by the Company immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits)Control, or the discontinuance of any fringe benefits or other perquisites that which the Executive received immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits);Control: (Div) Required relocation business traveling by the Executive on a significantly more frequent basis and for significantly longer periods of time than the Executive's principal place of employment more than 50 miles from the Executive's place of employment Executive was required to travel immediately prior to the Change in ControlControl unless the increase in required business traveling is on account of the Executive’s promotion; (v) Any reassignment of the Executive’s duties that would require the Executive to relocate the Executive’s primary residence; or (Evi) The Company's ’s breach of any provision in this Agreement, provided that the Company has not cured such breach within 10 days following written notice by . If the Executive to the Company of such breach. (b) The Executive who believes that the Executive is entitled to a Termination of Employment for Good Reason, Reason as defined in Section 4 subparagraph (b) above, he may apply in writing to the Company for confirmation of such entitlement prior to the Executive's ’s actual separation from employment, by following the claims procedure set forth in Section 15 hereof. The submission of such a request by the Executive shall not constitute "“Cause" ” for the Company to terminate the Executive as defined under Section 2(a3(c) hereof. If the Executive's ’s request for a Good Reason Termination of Employment is denied under both the request and appeal procedures set forth in paragraphs (b) and (c) of Section 15 hereof, then the parties shall use their best efforts to resolve the claim within 90 days days, after which the claim is submitted to arbitration pursuant to Section 15(d). (c) Upon satisfaction of the requirements set forth in Sections 4 or 11(a) hereof and with respect to any one or more Changes in Control that may occur during the term of this Agreement, upon the Executive's execution of a release (in the form attached hereto as Exhibit A), the Executive shall be entitled to (the "Change in Control Severance Benefits"): (i) A cash severance benefit equal to one times the Executive's current annual base salary, as in effect at the time of the Change in Control; (ii) A prorated portion of the Executive's target bonus for the year of termination, based on the number of days worked in the year of termination; (iii) Subject to Section 6, continuation of Company-provided health (including vision and dental, if provided by the Company immediately prior to the Change in Control) and welfare benefits (including executive life insurance coverage, if provided by the Company to the Executive immediately prior to the Change in Control) for one year, on the terms (or comparable terms) provided by the Company to the Executive immediately prior to the Change in Control. Health benefits shall be provided through continued coverage under the Company's group health plan, if allowed under the terms of such plan, or by the reimbursement of COBRA continuation coverage premiums paid by the Executive, as determined by the Company; provided, however, if the health plan is self-insured by the Company, then the determination shall be made by the Executive. Any continuation of group health plan coverage under this paragraph shall run concurrently with the period of required COBRA continuation coverage under the Code. If COBRA continuation coverage is not available, the Company shall reimburse the Executive for premiums for comparable coverage, provided, however, that the reimbursement shall not exceed the greater of (i) two times the annual premium paid by the Company for such coverage at the date of termination or (ii) two times the amount of the COBRA premium under the Company's group health plan for coverage comparable to that elected by the Executive, (A) at the time of the Change of Control or (B) at the time of the required payment, whichever is greater. Welfare benefits (other than health benefits) shall be continued only to the extent permitted under the terms of such plans; (iv) Continuation of the Executive's then current car benefit for one year in accordance with the Company car policy in effect at the time of termination. (v) Continued coverage, during the six (6) years following the Executive's termination for his actions or omissions as an officer and, if applicable, director of the Company prior to the date of termination of his employment, under any directors and officers liability insurance policy maintained by the Company (or, if the Company does not maintain such a policy, by its affiliates) for its former directors and officers or, at the Company's election, for the current directors and officers. If the Company or its affiliates does not otherwise maintain such a policy, then the Company shall be required to provide the Executive with such a policy, to the extent available. The policy dollar coverage limits of any such policy shall be not less than the policy limit under any Company policy in place within the one (1) year prior to the Executive's termination of employment (the "Existing Policy") or, if less, the policy dollar coverage limit that can be purchased by the Company for all of its current and former directors and officers at an annual premium equal to two times the Company's annual premium for the Existing Policy. (d) Subject to Section 11(a) hereof, the Executive's cash severance benefit under Section 4(c)(i) and (ii) shall be paid in a lump sum cash payment within ten (10) days following the Executive's Termination of Employment, as defined in Section 4. Any payment made later than 10 days following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof) for whatever reason, shall include interest at the prime rate plus two percent, which shall begin accruing on the 10th day following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof). For purposes of this Section 4, "prime rate" shall be determined by reference to the prime rate established by Comerica Bank (or its successor), in effect from time to time commencing on the 10th day following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof). (e) Section 4 of this Agreement shall terminate upon the first of the following events to occur: (i) Three years from the date hereof if a Change in Control has not occurred within such three-year period; (ii) Termination of the Executive's employment with the Company prior to a Change in Control, provided, however, if there is a Change in Control within six months after the termination of the Executive's employment with the Company, other than a termination due to the Executive's death or Disability, an involuntary termination by the Company for Cause or a termination of employment by the Executive, then the Agreement shall not be deemed to have terminated and the Executive shall be entitled to receive the Change in Control Severance Benefits provided in Section 4, less any Regular Severance Benefits the Executive has been paid under Section 3, in lieu of the severance benefits the Executive is entitled to under Section 3; (iii) The expiration of two years following a Change in Control; (iv) Termination of the Executive's employment with the Company following a Change in Control due to the Executive's death or Disability; (v) Termination of the Executive's employment by the Company for Cause following a Change in Control; or (vi) Termination of employment by the Executive for other than Good Reason following the date of a Change in Control. Unless Section 4 of this Agreement has first terminated under clauses (ii) through (vi) hereof, commencing on the third anniversary of the date of this Agreement, and on each one-year anniversary thereafter, Section 4 of this Agreement shall be extended for one additional year, unless at least 180 days prior to any such anniversary, the Company notifies the Executive in writing that it shall not extend the term of Section 4 of this Agreement.

Termination of Employment Following a Change in Control. Subject to Section 11(a) hereunder, the Executive shall be entitled to the Change in Control Severance Benefits (as defined in Section 4(c) below) set forth in this Section 4, in lieu of the severance benefits the Executive is entitled to under Section 3 of this Agreement, if there has been a Change in Control and the Executive has incurred a Termination of Employment. The severance benefit provided under this Section 4 is in lieu of cash severance payments offered under the Company's ’s documented severance policy, if any. (a) For purposes of Section 4 of the Agreement, "“Termination of Employment" ” shall be defined as: (i) The Executive's ’s involuntary termination by the Company for any reason other than death, Disability or Cause; provided such termination constitutes a “separation from service” as defined in Code. Section 409A; or (ii) The Executive's ’s termination for "“Good Reason," ” defined as the occurrence of any of the following events without the Executive's ’s written consent, if the Executive terminates employment within one (1) year following the occurrence of such event: (A) Any reassignment of the Executive to substantial duties materially inconsistent with the Executive's position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial material diminution in the Executive's position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to the Change in Control; provided that the fact that the Company is no longer a publicly traded company or the Executive no longer has duties and responsibilities associated exclusively with a publicly traded company, such as Securities and Exchange Commission or stock exchange reporting responsibilities or investor or analyst relations responsibilities, shall not be deemed to be a reassignment of the Executive to substantial duties materially inconsistent with the Executive's position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial diminution in the Executive's ’s position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to the Change in Control; (B) Any reduction material diminution in the Executive's ’s base salary or targeted incentive bonus or commissions in effect immediately prior to the Change in Control, or failure by the Company to continue any bonus, stock or other incentive plans in effect immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable award opportunities/benefits), or any removal of the Executive from participation which shall be a reduction in such aforementioned plansbase salary of five (5%) percent or more unless a greater reduction is required by Code Section 409A to constitute an “involuntary separation from service”; (C) The discontinuance or reduction in benefits to the Executive under any qualified or nonqualified retirement or welfare plan maintained by the Company immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits), or the discontinuance of any fringe benefits or other perquisites that the Executive received immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits); (D) Required A material required relocation of the Executive's ’s principal place of employment which shall be a relocation of more than 50 miles from the Executive's ’s place of employment prior to the Change in ControlControl unless a relocation of a greater distance is required by Code Section 409A to constitute an “involuntary separation from service”; or (ED) The Company's ’s breach of any provision in this Agreement, provided that the Company has not cured such breach within 10 days following written notice by the Executive to the Company of such breach. (b) The Executive who believes the Executive is entitled to a Termination of Employment for Good Reason, as defined in Section 4 above, may apply in writing shall provide written notice of the existence of the condition to the Company for confirmation within 90 days after existence of such entitlement prior the condition and shall provide the Company with a period of at least 30 days in which to cure the Executive's actual separation from employment, by following condition and not be required to pay the claims procedure set forth in Section 15 hereofGood Reason severance. The submission of such a request written notification by the Executive shall not constitute "“Cause" ” for the Company to terminate the Executive as defined under Section 2(a) hereof. If the Executive's ’s request for a Good Reason Termination of Employment is denied under both the request and appeal procedures set forth in paragraphs (b) and (c) of Section 15 hereof, then the parties shall use their best efforts to resolve the claim within 90 days after the claim is submitted to arbitration pursuant to Section 15(d). (c) Upon satisfaction of the requirements set forth in Sections 4 or 11(a) hereof and with respect to any one or more Changes in Control that may occur during the term of this Agreement, upon the Executive's ’s execution of a release (in the form attached hereto as Exhibit A) (the “Release”), the Executive shall be entitled to (the "“Change in Control Severance Benefits"”): (i) A cash severance benefit equal to one times the Executive's ’s current annual base salary, as in effect at the time of the Change in Control; (ii) A prorated portion of the Executive's ’s target bonus for the year of termination, based on the number of days worked in the year of termination; (iii) Subject to Section 6, continuation of Company-provided health (including vision and dental, if provided by the Company immediately prior to the Change in Control) and welfare benefits (including executive life insurance coverage, if provided by the Company to the Executive immediately prior to the Change in Control) for one yearyear or, if earlier, the death of the Executive (the “Change in Control Benefit Continuation Period”), in each case, at the same level and on the comparable terms (or comparable terms) as provided by the Company to the Executive immediately prior to the Change in Control, with the Company paying any monthly premiums otherwise required to be paid by the Executive to continue such coverage. Health benefits provided during the Change in Control Benefit Continuation Period shall be provided through in such a manner that the benefits (including the associated costs and premiums) are excluded from the Executive’s income for federal income tax purposes and, if the Company reasonably determines that providing continued coverage under one or more of the Company's group health plan, if allowed under the terms of such plan, or care benefit plans maintained by the reimbursement of COBRA continuation coverage premiums paid by Company could cause the benefits to be taxable to the Executive, as determined by the Company; provided, however, if the health plan is self-insured by the Company, then the determination shall be made by the Executive. Any continuation of group health plan coverage under this paragraph shall run concurrently with the period of required COBRA continuation coverage under the Code. If COBRA continuation coverage is not available, the Company shall reimburse provide the benefits at the required level through the reimbursement of the Executive for premiums for comparable the purchase of individual insurance coverage, ; provided, however, that the reimbursement Company shall only be required to reimburse premiums for such coverage to the extent the premiums do not exceed the greater of (i) two times the annual premium paid by the Company for such coverage at the date of termination or (ii) two times the amount of the COBRA premium under the Company's ’s group health plan for coverage comparable to that elected by the Executive, (A) at the time of the Change of Control or (B) at the time of the required payment, whichever is greater. Any continuation of group health plan coverage under this paragraph shall run concurrently with the period of required COBRA continuation coverage under the Code. Welfare benefits (other than health benefits) shall be continued only to the extent permitted under the terms of such plans; (iv) Continuation of the Executive's then current car benefit for one year in accordance with the Company car policy in effect at the time of termination. (v) Continued coverage, during the six (6) years following the Executive's ’s termination for his actions or omissions as an officer and, if applicable, director of the Company prior to the date of termination of his employment, under any directors and officers liability insurance policy maintained by the Company (or, if the Company does not maintain such a policy, by its affiliates) for its former directors and officers or, at the Company's ’s election, for the current directors and officers. If the Company or its affiliates does not otherwise maintain such a policy, then the Company shall be required to provide the Executive with such a policy, to the extent available. The policy dollar coverage limits of any such policy shall be not less than the policy limit under any Company policy in place within the one (1) year prior to the Executive's ’s termination of employment (the "“Existing Policy"”) or, if less, the policy dollar coverage limit that can be purchased by the Company for all of its current and former directors and officers at an annual premium equal to two times the Company's ’s annual premium for the Existing Policy. (d) Subject to Section 11(a) hereof, and the Code Section 409A limitations set forth below, the Executive's ’s cash severance benefit under Section 4(c)(i4(e)(i) and (ii) shall be paid in a lump sum cash payment within ten (10) days following the Executive's ’s Termination of Employment, as defined in Section 4. Any payment payment, including amounts suspended under Code Section 409A, made later than 10 days following the Executive's ’s Termination of Employment (or applicable due date under this Section 4 or Section 11(a) hereof) for whatever reason, shall include interest at the prime rate Prime Rate plus two percent, which shall begin accruing on the 10th day following the Executive's ’s Termination of Employment (or applicable due date under this Section 4 or Section 11(a) hereof). For purposes Notwithstanding the foregoing, if at the time of this Section 4, "prime rate" shall be determined by reference to the prime rate established by Comerica Bank (or its successor), in effect from time to time commencing on the 10th day following the Executive's Termination of Employment (or the Executive constitutes a “Specified Employee”, as defined in Code Section 409A, commencing at Termination of Employment, the Executive shall receive the benefits that are exempt from Code Section 409A and shall receive the non-exempt payments until attainment of any applicable due date under Code Section 11(a) hereof)409A cap, at which time the remaining non-exempt payments shall be suspended. When a period of six months has lapsed from the Executive’s Termination of Employment or, if earlier, the death of the Executive, any suspended payments shall be aggregated and paid in a lump sum, and the remaining compensation, if any, shall be paid in accordance with its regular schedule. (e) Section 4 of this Agreement shall terminate upon the first of the following events to occur: (i) Three years from the date hereof if a Change in Control has not occurred within such three-year period; (ii) Termination of the Executive's ’s employment with the Company prior to a Change in Control, provided, however, if there is a Change in Control within six months after the termination of the Executive's ’s employment with the Company, other than a termination due to the Executive's ’s death or Disability, an involuntary termination by the Company for Cause or a termination of employment by the Executive, then the Agreement shall not be deemed to have terminated and the Executive shall be entitled to receive the Change in Control Severance Benefits provided in Section 4, less any Regular Severance Benefits the Executive has been paid under Section 3, in lieu of the severance benefits the Executive is entitled to under Section 3; (iii) The expiration of two years following a Change in Control; (iv) Termination of the Executive's ’s employment with the Company following a Change in Control due to the Executive's ’s death or Disability; (v) Termination of the Executive's ’s employment by the Company for Cause following a Change in Control; or (vi) Termination of employment by the Executive for other than Good Reason following the date of a Change in Control. Unless Section 4 of this Agreement has first terminated under clauses (ii) through (vi) hereof, commencing on the third anniversary of the date of this Agreement, and on each one-year anniversary thereafter, Section 4 of this Agreement shall be extended for one additional year, unless at least 180 days prior to any such anniversary, the Company notifies the Executive in writing that it shall not extend the term of Section 4 of this Agreement.

Termination of Employment Following a Change in Control. Subject to Section 11(a(a) hereunder, the Executive If this Agreement shall be entitled to the Change in Control Severance Benefits (as defined in Section 4(c) below) set forth in this Section 4, in lieu of the severance benefits the Executive is entitled to under Section 3 of this Agreement, if there has been terminated within two years after a Change in Control and the Executive has incurred a Termination of Employment. The severance benefit provided under this Section 4 is in lieu of cash severance payments offered under the Company's documented severance policy, if any. (a) For purposes of Section 4 of the Agreement, "Termination of Employment" shall be defined as: (i) The Executive's involuntary termination by the Company for any reason other than death, Disability or Cause; or (ii) The Executive's termination for "Good Reason," defined as the occurrence of any of the following events without the Executive's written consent, if the Executive terminates employment within one (1) year following the occurrence of such event: (A) Any reassignment of the Executive to substantial duties materially inconsistent with the Executive's position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial diminution in the Executive's position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to the Change in Control; provided that the fact that the Company is no longer a publicly traded company or the Executive no longer has duties and responsibilities associated exclusively with a publicly traded company, such as Securities and Exchange Commission or stock exchange reporting responsibilities or investor or analyst relations responsibilities, shall not be deemed to be a reassignment of the Executive to substantial duties materially inconsistent with the Executive's position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial diminution in the Executive's position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to the Change in Control; (B) Any reduction in the Executive's base salary or targeted incentive bonus or commissions in effect immediately prior to the Change in Control, or failure by the Company to continue any bonus, stock or other incentive plans in effect immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable award opportunities/benefits), or any removal of the Executive from participation in such aforementioned plans; (C) The discontinuance or reduction in benefits to the Executive under any qualified or nonqualified retirement or welfare plan maintained by the Company immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits), or the discontinuance of any fringe benefits or other perquisites that the Executive received immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits); (D) Required relocation of the Executive's principal place of employment more than 50 miles from the Executive's place of employment prior to the Change in Control; or (E) The Company's breach of any provision in this Agreement, provided that the Company has not cured such breach within 10 days following written notice by the Executive to the Company of such breach. (b) The Executive who believes the Executive is entitled to a Termination of Employment for Good Reason, as defined in Section 4 above, may apply in writing to the Company for confirmation of such entitlement prior to the Executive's actual separation from employment, by following the claims procedure set forth in Section 15 hereof. The submission of such a request by the Executive shall not constitute "Cause" for the Company to terminate the Executive as defined under Section 2(a) hereof. If the Executive's request for a Good Reason Termination of Employment is denied under both the request and appeal procedures set forth in paragraphs (b) and (c) of Section 15 hereof, then the parties shall use their best efforts to resolve the claim within 90 days after the claim is submitted to arbitration pursuant to Section 15(d). (c) Upon satisfaction of the requirements set forth in Sections 4 or 11(a) hereof and with respect to any one or more Changes in Control that may occur which occurs during the term of this Agreement, upon provided such termination is by the Executive for Good Reason or by the Company Without Cause (which includes delivery by the Company of a notice of nonrenewal of this Agreement pursuant to Section 3 hereof), in lieu of any obligation the Company may have pursuant to Section 6.3 hereof: (1) The Company shall pay to the Executive in a lump sum in cash within five (5) days after the Date of Termination, if not theretofore paid, the Executive's execution of a release Base Salary (in the form attached hereto as Exhibit A), the Executive shall be entitled to (the "Change in Control Severance Benefits"): (i) A cash severance benefit equal to one times the Executive's current annual base salary, as in effect at the time of the Change in Control; (ii) A prorated portion of the Executive's target bonus for the year of termination, based on the number Date of days worked Termination) through the Date of Termination, and in the year case of termination; (iii) Subject to Section 6, continuation of Company-provided health (including vision compensation previously deferred and dental, if provided by the Company immediately prior to the Change in Control) and welfare benefits (including executive life insurance coverage, if provided by the Company to the Executive immediately prior to the Change in Control) for one year, on the terms (or comparable terms) provided by the Company to the Executive immediately prior to the Change in Control. Health benefits shall be provided through continued coverage under the Company's group health plan, if allowed under the terms of such plan, or by the reimbursement of COBRA continuation coverage premiums paid bonuses previously earned by the Executive, as determined all amounts of such compensation previously deferred and earned and not yet paid by the Company; provided. (2) The Company shall, howeverpromptly upon submission by the Executive of supporting documentation, pay or reimburse to the Executive any costs and expenses paid or incurred by the Executive which would have been payable under Section 4.6 hereof if the health plan is self-insured by Executive's employment had not terminated. (3) The Company shall pay to the Company, then Executive in a lump sum in cash within five (5) days after the determination shall be made by Date of Termination a severance payment equal to three (3) times the sum of (i) the Executive. Any continuation 's Base Salary (as in effect on Date of group health plan coverage under this paragraph shall run concurrently with Termination) and (ii) the period of required COBRA continuation coverage under the CodeExecutive's most recent Annual Bonus. If COBRA continuation coverage is not availablethe most recent Annual Bonus was a stock option or a stock grant, the value of the bonus will be deemed to be the number of option shares times the closing price of the Common Stock for the 20 trading days prior to the Date of Termination. (4) During the 36-month period commencing on the Date of Termination, the Company shall reimburse the Executive for premiums for comparable coverage, provided, however, that the reimbursement shall not exceed the greater of (i) two times the annual premium paid by the Company for such coverage at the date of termination or (ii) two times the amount of the COBRA premium under the Company's group health plan for coverage comparable to that elected by the Executive, (A) at the time of the Change of Control or (B) at the time of the required payment, whichever is greater. Welfare continue benefits (other than health disability benefits) shall be continued only to the extent permitted under the terms of such plans; (iv) Continuation of the Executive's then current car benefit for one year in accordance with the Company car policy in effect at the time of termination. (v) Continued coverage, during the six (6) years following the Executive's termination for his actions or omissions as an officer and, if applicable, director of the Company prior to the date of termination of his employment, under any directors and officers liability insurance policy maintained by the Company (or, if the Company does not maintain such a policy, by its affiliates) for its former directors and officers or), at the Company's electionexpense to the Executive and/or the Executive's family at least equal to those which would have been provided to them under Section 4.5 hereof if the Executive's employment had not been terminated (without giving effect to any reduction in such benefits subsequent to the Change in Control which reduction constitutes or may constitute Good Reason). (b) The Company shall pay to the Executive all legal fees and expenses incurred by the Executive as a result of a termination which entitles the Executive to any payments under Section 6.4 hereof including all such fees and expenses, if any, incurred in contesting or disputing any Notice of Termination under Section 5.3 hereof or in seeking to obtain or enforce any right or benefit provided by Section 6.4 hereof. Such payments shall be made within five (5) days after delivery of the Executive's respective written requests for the current directors payment accompanied by such evidence of fees and officers. If expenses incurred as the Company or its affiliates does not otherwise maintain such a policy, then the Company shall be required to provide reasonably may require. (c) Any determination by the Executive with such a policy, pursuant to the extent available. The policy dollar coverage limits of any such policy shall be not less than the policy limit under any Company policy in place within the one (1) year prior to this Section 6.4 that Good Reason exists for the Executive's termination of employment (and that adequate remedy has not occurred shall be presumed correct and shall govern unless the "Existing Policy") or, if less, party contesting the policy dollar coverage limit determination shows by a clear preponderance of the evidence that can be purchased by the Company for all of its current and former directors and officers at an annual premium equal to two times the Company's annual premium for the Existing Policyit was not a good faith reasonable determination. (d) Subject to Section 11(a) hereofNotwithstanding any dispute concerning whether Good Reason exists for termination of employment or whether adequate remedy has occurred, the Executive's cash severance benefit Company shall immediately pay to the Executive any amounts otherwise due under this Section 4(c)(i) and (ii) shall 6.4. The Executive may be paid in a lump sum cash payment within ten (10) days following required to repay such amounts to the Company if any such dispute is finally determined adversely to the Executive's Termination of Employment, as defined in Section 4. Any payment made later than 10 days following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof) for whatever reason, shall include interest at the prime rate plus two percent, which shall begin accruing on the 10th day following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof). For purposes of this Section 4, "prime rate" shall be determined by reference to the prime rate established by Comerica Bank (or its successor), in effect from time to time commencing on the 10th day following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof). (e) Section 4 of this Agreement The Executive shall terminate upon the first of the following events not be required to occur: (i) Three years from the date hereof if a Change in Control has not occurred within such three-year period; (ii) Termination of the Executive's employment mitigate damages with the Company prior to a Change in Control, provided, however, if there is a Change in Control within six months after the termination of the Executive's employment with the Company, other than a termination due respect to the Executive's death amount of any payment provided under this Section 6.4 by seeking other employment or Disabilityotherwise, an involuntary termination nor shall the amount of any payment provided under this Section 6.4 be reduced by retirement benefits, deferred compensation or any compensation earned by the Company for Cause or Executive as a termination result of employment by the Executive, then the Agreement shall not be deemed to have terminated and the Executive shall be entitled to receive the Change in Control Severance Benefits provided in Section 4, less any Regular Severance Benefits the Executive has been paid under Section 3, in lieu of the severance benefits the Executive is entitled to under Section 3; (iii) The expiration of two years following a Change in Control; (iv) Termination of the Executive's employment with the Company following a Change in Control due to the Executive's death or Disability; (v) Termination of the Executive's employment by the Company for Cause following a Change in Control; or (vi) Termination of employment by the Executive for other than Good Reason following the date of a Change in Control. Unless Section 4 of this Agreement has first terminated under clauses (ii) through (vi) hereof, commencing on the third anniversary of the date of this Agreement, and on each one-year anniversary thereafter, Section 4 of this Agreement shall be extended for one additional year, unless at least 180 days prior to any such anniversary, the Company notifies the Executive in writing that it shall not extend the term of Section 4 of this Agreementanother employer.

Termination of Employment Following a Change in Control. Subject to Section 11(a) hereunder, the Executive shall be entitled to the Change in Control Severance Benefits (as defined in Section 4(c) below) set forth in this Section 4, in lieu of the severance benefits the Executive is entitled to under Section 3 of this Agreement, if there has been a Change in Control and the Executive has incurred a Termination of Employment. The severance benefit provided under this Section 4 is in lieu of cash severance payments offered under the Company's ’s documented severance policy, if any. (a) For purposes of Section 4 of the Agreement, "“Termination of Employment" ” shall be defined as: (i) The Executive's ’s involuntary termination by the Company for any reason other than death, Disability or Cause; provided such termination constitutes a “separation from service” as defined in Code Section 409A; or (ii) The Executive's ’s termination for "“Good Reason," ” defined as the occurrence of any of the following events without the Executive's ’s written consent, if the Executive terminates employment within one (1) year following the occurrence of such event: (A) Any reassignment of the Executive to substantial duties materially inconsistent with the Executive's position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial material diminution in the Executive's position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to the Change in Control; provided that the fact that the Company is no longer a publicly traded company or the Executive no longer has duties and responsibilities associated exclusively with a publicly traded company, such as Securities and Exchange Commission or stock exchange reporting responsibilities or investor or analyst relations responsibilities, shall not be deemed to be a reassignment of the Executive to substantial duties materially inconsistent with the Executive's position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial diminution in the Executive's ’s position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to the Change in Control; (B) Any reduction material diminution in the Executive's ’s base salary or targeted incentive bonus or commissions in effect immediately prior to the Change in Control, or failure by the Company to continue any bonus, stock or other incentive plans in effect immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable award opportunities/benefits), or any removal of the Executive from participation which shall be a reduction in such aforementioned plansbase salary of five (5%) percent or more unless a greater reduction is required by Code Section 409A to constitute an “involuntary separation from service”; (C) The discontinuance or reduction in benefits to the Executive under any qualified or nonqualified retirement or welfare plan maintained by the Company immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits), or the discontinuance of any fringe benefits or other perquisites that the Executive received immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits); (D) Required A material required relocation of the Executive's ’s principal place of employment which shall be a relocation of more than 50 miles from the Executive's ’s place of employment prior to the Change in ControlControl unless a relocation of a greater distance is required by Code Section 409A to constitute an “involuntary separation from service”; or (ED) The Company's ’s breach of any provision in this Agreement, provided that the Company has not cured such breach within 10 days following written notice by the Executive to the Company of such breach. (b) The Executive who believes the Executive is entitled to a Termination of Employment for Good Reason, as defined in Section 4 above, may apply in writing shall provide written notice of the existence of the condition to the Company for confirmation within 90 days after existence of such entitlement prior the condition and shall provide the Company with a period of at least 30 days in which to cure the Executive's actual separation from employment, by following condition and not be required to pay the claims procedure set forth in Section 15 hereofGood Reason severance. The submission of such a request written notification by the Executive shall not constitute "“Cause" ” for the Company to terminate the Executive as defined under Section 2(a) hereof. If the Executive's ’s request for a Good Reason Termination of Employment is denied under both the request and appeal procedures set forth in paragraphs (b) and (c) of Section 15 hereof, then the parties shall use their best efforts to resolve the claim within 90 days after the claim is submitted to arbitration pursuant to Section 15(d). (c) Upon satisfaction of the requirements set forth in Sections 4 or 11(a) hereof and with respect to any one or more Changes in Control that may occur during the term of this Agreement, upon the Executive's ’s execution of a release (in the form attached hereto as Exhibit A) (the “Release”), the Executive shall be entitled to (the "“Change in Control Severance Benefits"”): (i) A cash severance benefit equal to one two times the Executive's ’s current annual base salary, as in effect at the time of the Change in Control; (ii) A prorated portion of the Executive's ’s target bonus for the year of termination, based on the number of days worked in the year of termination; (iii) Subject to Section 6, continuation of (A) Company-provided health benefits (including vision and dental, if provided by the Company immediately prior to the Change in Control) until the Executive becomes eligible for Medicare benefits or, if earlier, the death of the Executive (“Change in Control Medical Benefit Continuation Period”) and (B) other Company-provided welfare benefits (including executive life insurance coverage, if provided by the Company to the Executive immediately prior to the Change in Control) for one yeartwo years or, if earlier, the death of the Executive (“Change in Control Other Benefit Continuation Period”), in each case, at the same level and on the comparable terms (or comparable terms) as provided by the Company to the Executive immediately prior to the Change in Control, with the Company paying any monthly premiums otherwise required to be paid by the Executive to continue such coverage. Health benefits provided during the Change in Control Medical Benefit Continuation Period shall be provided through in such a manner that the benefits (including the associated costs and premiums) are excluded from the Executive’s income for federal income tax purposes and, if the Company reasonably determines that providing continued coverage under one or more of the Company's group health plan, if allowed under the terms of such plan, or care benefit plans maintained by the reimbursement of COBRA continuation coverage premiums paid by Company could cause the benefits to be taxable to the Executive, as determined by the Company; provided, however, if the health plan is self-insured by the Company, then the determination shall be made by the Executive. Any continuation of group health plan coverage under this paragraph shall run concurrently with the period of required COBRA continuation coverage under the Code. If COBRA continuation coverage is not available, the Company shall reimburse provide the benefits at the required level through the reimbursement of the Executive for premiums for comparable the purchase of individual insurance coverage, ; provided, however, that the reimbursement Company shall only be required to reimburse premiums for such coverage to the extent the premiums do not exceed the greater of (i) two times the annual premium paid by the Company for such coverage at the date of termination or (ii) two times the amount of the COBRA premium under the Company's ’s group health plan for coverage comparable to that elected by the Executive, Executive (A) at the time of the Change of Control or (B) at the time of the required payment, whichever is greater. Any continuation of group health plan coverage under this paragraph shall run concurrently with the period of required COBRA continuation coverage under the Code. Welfare benefits (other than health benefits) shall be continued only to the extent permitted under the terms of such plans; (iv) Continuation of the Executive's ’s then current car benefit for one year or, if earlier, the death of the Executive, in accordance with the Company car policy in effect at the time of termination. (v) Continued coverage, during the six (6) years following the Executive's ’s termination for his actions or omissions as an officer and, if applicable, director of the Company prior to the date of termination of his employment, under any directors and officers liability insurance policy maintained by the Company (or, if the Company does not maintain such a policy, by its affiliates) for its former directors and officers or, at the Company's ’s election, for the current directors and officers. If the Company or its affiliates does not otherwise maintain such a policy, then the Company shall be required to provide the Executive with such a policy, to the extent available. The policy dollar coverage limits of any such policy shall be not less than the policy limit under any Company policy in place within the one (1) year prior to the Executive's ’s termination of employment (the "“Existing Policy"”) or, if less, the policy dollar coverage limit that can be purchased by the Company for all of its current and former directors and officers at an annual premium equal to two times the Company's ’s annual premium for the Existing Policy. (d) Subject to Section 11(a) hereofhereof and the Code Section 409A limitations set forth below, the Executive's ’s cash severance benefit under Section 4(c)(i) and (ii) shall be paid in a lump sum cash payment within ten (10) days following the Executive's ’s Termination of Employment, as defined in Section 4. Any payment payment, including amounts suspended under Code Section 409A, made later than 10 days following the Executive's ’s Termination of Employment (or applicable due date under this Section 4 or Section 11(a) hereof) for whatever reason, shall include interest at the prime rate Prime Rate plus two percent, which shall begin accruing on the 10th day following the Executive's ’s Termination of Employment (or applicable due date under this Section 4 or Section 11(a) hereof). For purposes Notwithstanding the foregoing, if at the time of this Section 4, "prime rate" shall be determined by reference to the prime rate established by Comerica Bank (or its successor), in effect from time to time commencing on the 10th day following the Executive's Termination of Employment (or the Executive constitutes a “Specified Employee,” as defined in Code Section 409A, commencing at Termination of Employment, the Executive shall receive the benefits that are exempt from Code Section 409A and shall receive the non-exempt payments until attainment of any applicable due date under Code Section 11(a) hereof)409A cap, at which time the remaining non-exempt payments shall be suspended. When a period of six months has lapsed from the Executive’s Termination of Employment or, if earlier, the death of the Executive, any suspended payments shall be aggregated and paid in a lump sum, and the remaining compensation, if any, shall be paid in accordance with its regular schedule. (e) Section 4 of this Agreement shall terminate upon the first of the following events to occur: (i) Three years from the date hereof if a Change in Control has not occurred within such three-year period; (ii) Termination of the Executive's ’s employment with the Company prior to a Change in Control, provided, however, if there is a Change in Control within six months after the termination of the Executive's ’s employment with the Company, other than a termination due to the Executive's ’s death or Disability, an involuntary termination by the Company for Cause or a termination of employment by the Executive, then the Agreement shall not be deemed to have terminated and the Executive shall be entitled to receive the Change in Control Severance Benefits provided in Section 4, less any Regular Severance Benefits the Executive has been paid under Section 3, in lieu of the severance benefits the Executive is entitled to under Section 3; (iii) The expiration of two years following a Change in Control; (iv) Termination of the Executive's ’s employment with the Company following a Change in Control due to the Executive's ’s death or Disability; (v) Termination of the Executive's ’s employment by the Company for Cause following a Change in Control; or (vi) Termination of employment by the Executive for other than Good Reason following the date of a Change in Control. Unless Section 4 of this Agreement has first terminated under clauses (ii) through (vi) hereof, commencing on the third anniversary of the date of this Agreement, and on each one-year anniversary thereafter, Section 4 of this Agreement shall be extended for one additional year, unless at least 180 days prior to any such anniversary, the Company notifies the Executive in writing that it shall not extend the term of Section 4 of this Agreement.

Termination of Employment Following a Change in Control. Subject to Section 11(a) hereunder, the Executive shall be entitled to the Change in Control Severance Benefits (as defined in Section 4(c) below) set forth in this Section 4, in lieu of the severance benefits the Executive is entitled to under Section 3 of this Agreement, if there has been a Change in Control and the Executive has incurred a Termination of Employment. The severance benefit provided under this Section 4 is in lieu of cash severance payments offered under the Company's ’s documented severance policy, if any. (a) For purposes of Section 4 of the Agreement, "“Termination of Employment" ” shall be defined as: (i) The Executive's ’s involuntary termination by the Company for any reason other than death, Disability or Cause; or (ii) The Executive's ’s termination for "“Good Reason," ” defined as the occurrence of any of the following events without the Executive's ’s written consent, if the Executive terminates employment within one (1) year following the occurrence of such event: (A) Any reassignment of the Executive to substantial duties materially inconsistent with the Executive's ’s position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial diminution in the Executive's ’s position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to the Change in Control; provided that the fact that the Company is no longer a publicly traded company or the Executive no longer has duties and responsibilities associated exclusively with a publicly traded company, such as Securities and Exchange Commission or stock exchange reporting responsibilities or investor or analyst relations responsibilities, shall not be deemed to be a reassignment of the Executive to substantial duties materially inconsistent with the Executive's ’s position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial diminution in the Executive's ’s position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to the Change in Control; (B) Any reduction in the Executive's ’s base salary or targeted incentive bonus or commissions in effect immediately prior to the Change in Control, or failure by the Company to continue any bonus, stock or other incentive plans in effect immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable award opportunities/benefits), or any removal of the Executive from participation in such aforementioned plans; (C) The discontinuance or reduction in benefits to the Executive under any qualified or nonqualified retirement or welfare plan maintained by the Company immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits), or the discontinuance of any fringe benefits or other perquisites that the Executive received immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits); (D) Required relocation of the Executive's ’s principal place of employment more than 50 miles from the Executive's ’s place of employment prior to the Change in Control; or (E) The Company's ’s breach of any provision in this Agreement, provided that the Company has not cured such breach within 10 days following written notice by the Executive to the Company of such breach. (b) The Executive who believes the Executive is entitled to a Termination of Employment for Good Reason, as defined in Section 4 above, may apply in writing to the Company for confirmation of such entitlement prior to the Executive's ’s actual separation from employment, by following the claims procedure set forth in Section 15 hereof. The submission of such a request by the Executive shall not constitute "“Cause" ” for the Company to terminate the Executive as defined under Section 2(a) hereof. If the Executive's ’s request for a Good Reason Termination of Employment is denied under both the request and appeal procedures set forth in paragraphs (b) and (c) of Section 15 hereof, then the parties shall use their best efforts to resolve the claim within 90 days after the claim is submitted to arbitration pursuant to Section 15(d). (c) Upon satisfaction of the requirements set forth in Sections 4 or 11(a) hereof and with respect to any one or more Changes in Control that may occur during the term of this Agreement, upon the Executive's ’s execution of a release (in the form attached hereto as Exhibit A), the Executive shall be entitled to (the "“Change in Control Severance Benefits"”): (i) A cash severance benefit equal to one times the Executive's ’s current annual base salary, as in effect at the time of the Change in Control; (ii) A prorated portion of the Executive's ’s target bonus for the year of termination, if any, based on the number of days worked in the year of termination; (iii) An amount equal to the positive difference, if any, between a prorated portion of the Executive’s target commissions for the year of termination, as established by the Company, under the terms of any commission plan that the Executive participated in at the date of termination of employment, based on the number of days worked in the year of termination, less any commissions otherwise paid or payable under such plan for such year; (iv) Subject to Section 6, continuation of Company-provided health (including vision and dental, if provided by the Company immediately prior to the Change in Control) and welfare benefits (including executive life insurance coverage, if provided by the Company to the Executive immediately prior to the Change in Control) for one year, on the terms (or comparable terms) provided by the Company to the Executive immediately prior to the Change in Control. Health benefits shall be provided through continued coverage under the Company's ’s group health plan, if allowed under the terms of such plan, or by the reimbursement of COBRA continuation coverage premiums paid by the Executive, as determined by the Company; provided, however, if the health plan is self-insured by the Company, then the determination shall be made by the Executive. Any continuation of group health plan coverage under this paragraph shall run concurrently with the period of required COBRA continuation coverage under the Code. If COBRA continuation coverage is not available, the Company shall reimburse the Executive for premiums for comparable coverage, provided, however, that the reimbursement shall not exceed the greater of (i) two times the annual premium paid by the Company for such coverage at the date of termination or (ii) two times the amount of the COBRA premium under the Company's ’s group health plan for coverage comparable to that elected by the Executive, (A) at the time of the Change of Control or (B) at the time of the required payment, whichever is greater. Welfare benefits (other than health benefits) shall be continued only to the extent permitted under the terms of such plans; (ivv) Continuation of the Executive's ’s then current car benefit for one year in accordance with the Company car policy in effect at the time of termination. (vvi) Continued coverage, during the six (6) years following the Executive's ’s termination for his actions or omissions as an officer and, if applicable, director of the Company prior to the date of termination of his employment, under any directors and officers liability insurance policy maintained by the Company (or, if the Company does not maintain such a policy, by its affiliates) for its former directors and officers or, at the Company's ’s election, for the current directors and officers. If the Company or its affiliates does not otherwise maintain such a policy, then the Company shall be required to provide the Executive with such a policy, to the extent available. The policy dollar coverage limits of any such policy shall be not less than the policy limit under any Company policy in place within the one (1) year prior to the Executive's ’s termination of employment (the "“Existing Policy"”) or, if less, the policy dollar coverage limit that can be purchased by the Company for all of its current and former directors and officers at an annual premium equal to two times the Company's ’s annual premium for the Existing Policy. (d) Subject to Section 11(a) hereof, the Executive's ’s cash severance benefit under Section 4(c)(i), (ii) and (iiiii) shall be paid in a lump sum cash payment within ten (10) days following the Executive's ’s Termination of Employment, as defined in Section 4. Any payment made later than 10 days following the Executive's ’s Termination of Employment (or applicable due date under Section 11(a) hereof) for whatever reason, shall include interest at the prime rate plus two percent, which shall begin accruing on the 10th day following the Executive's ’s Termination of Employment (or applicable due date under Section 11(a) hereof). For purposes of this Section 4, "“prime rate" ” shall be determined by reference to the prime rate established by Comerica Bank (or its successor), in effect from time to time commencing on the 10th day following the Executive's ’s Termination of Employment (or applicable due date under Section 11(a) hereof). (e) Section 4 of this Agreement shall terminate upon the first of the following events to occur: (i) Three years from the date hereof if a Change in Control has not occurred within such three-year period; (ii) Termination of the Executive's ’s employment with the Company prior to a Change in Control, provided, however, if there is a Change in Control within six months after the termination of the Executive's ’s employment with the Company, other than a termination due to the Executive's ’s death or Disability, an involuntary termination by the Company for Cause or a termination of employment by the Executive, then the Agreement shall not be deemed to have terminated and the Executive shall be entitled to receive the Change in Control Severance Benefits provided in Section 4, less any Regular Severance Benefits the Executive has been paid under Section 3, in lieu of the severance benefits the Executive is entitled to under Section 3; (iii) The expiration of two years following a Change in Control; (iv) Termination of the Executive's ’s employment with the Company following a Change in Control due to the Executive's ’s death or Disability; (v) Termination of the Executive's ’s employment by the Company for Cause following a Change in Control; or (vi) Termination of employment by the Executive for other than Good Reason following the date of a Change in Control. Unless Section 4 of this Agreement has first terminated under clauses (ii) through (vi) hereof, commencing on the third anniversary of the date of this Agreement, and on each one-year anniversary thereafter, Section 4 of this Agreement shall be extended for one additional year, unless at least 180 days prior to any such anniversary, the Company notifies the Executive in writing that it shall not extend the term of Section 4 of this Agreement.

Termination of Employment Following a Change in Control. Subject to Section 11(a(a) hereunder, the Executive shall be entitled to the If a Change in Control Severance Benefits (as defined in Section 4(c6(c) below) set forth in this Section 4, in lieu of the severance benefits the Executive is entitled to under Section 3 of this Agreement, if there has been a Change in Control ) shall occur and Executive’s employment is involuntarily terminated by the Bank and the Corporation without Cause or Executive has incurred a Termination of Employment. The severance benefit provided under this Section 4 is in lieu of cash severance payments offered under the Company's documented severance policy, if any. (a) For purposes of Section 4 of the Agreement, "Termination of Employment" shall be defined as: (i) The Executive's involuntary termination by the Company resigns for any reason other than death, Disability or Cause; or (ii) The Executive's termination for "Good Reason," defined as the occurrence of any of the , in each case within two (2) years following events without the Executive's written consent, if the Executive terminates employment within one (1) year following the occurrence of such event: (A) Any reassignment of the Executive to substantial duties materially inconsistent with the Executive's position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial diminution in the Executive's position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to the Change in Control; provided that the fact that the Company is no longer a publicly traded company or the Executive no longer has duties and responsibilities associated exclusively with a publicly traded company, such as Securities and Exchange Commission or stock exchange reporting responsibilities or investor or analyst relations responsibilities, shall not be deemed to be a reassignment of the Executive to substantial duties materially inconsistent with the Executive's position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial diminution in the Executive's position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to the Change in Control; (B) Any reduction in the Executive's base salary or targeted incentive bonus or commissions in effect immediately prior to the Change in Control, or failure by the Company to continue any bonus, stock or other incentive plans in effect immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable award opportunities/benefits), or any removal of the Executive from participation in such aforementioned plans; (C) The discontinuance or reduction in benefits to the Executive under any qualified or nonqualified retirement or welfare plan maintained by the Company immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits), or the discontinuance of any fringe benefits or other perquisites that the Executive received immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits); (D) Required relocation of the Executive's principal place of employment more than 50 miles from the Executive's place of employment prior to the Change in Control; or (E) The Company's breach of any provision in this Agreement, provided that the Company has not cured such breach within 10 days following written notice by the Executive to the Company of such breach. (b) The Executive who believes the Executive is entitled to a Termination of Employment for Good Reason, as defined in Section 4 above, may apply in writing to the Company for confirmation of such entitlement prior to the Executive's actual separation from employment, by following the claims procedure set forth in Section 15 hereof. The submission of such a request by the Executive shall not constitute "Cause" for the Company to terminate the Executive as defined under Section 2(a) hereof. If the Executive's request for a Good Reason Termination of Employment is denied under both the request and appeal procedures set forth in paragraphs (b) and (c) of Section 15 hereof, then the parties shall use their best efforts to resolve the claim within 90 days after the claim is submitted to arbitration pursuant to Section 15(d). (c) Upon satisfaction of the requirements set forth in Sections 4 or 11(a) hereof and with respect to any one or more Changes in Control that may occur during the term of this Agreement, upon the Executive's execution of a release (in the form attached hereto as Exhibit A), the Executive shall be entitled to (the "Change in Control Severance Benefits"): (i) A cash severance benefit equal to one times the Executive's current annual base salary, as in effect at the time of the Change in Control; (ii) A prorated portion of the Executive's target bonus for the year of termination, based on the number of days worked in the year of termination; (iii) Subject to Section 6, continuation of Company-provided health (including vision and dental, if provided by the Company immediately prior to the Change in Control) and welfare benefits (including executive life insurance coverage, if provided by the Company to the Executive immediately prior to the Change in Control) for one year, on the terms (or comparable terms) provided by the Company to the Executive immediately prior to the Change in Control. Health benefits shall be provided through continued coverage under the Company's group health plan, if allowed under the terms of such plan, or by the reimbursement of COBRA continuation coverage premiums paid by the Executive, as determined by the Company; provided, however, if the health plan is self-insured by the Company, then the determination shall be made by the Executive. Any continuation of group health plan coverage under this paragraph shall run concurrently with the period of required COBRA continuation coverage under the Code. If COBRA continuation coverage is not available, the Company shall reimburse the Executive for premiums for comparable coverage, provided, however, that the reimbursement shall not exceed the greater of (i) two times the annual premium paid by the Company for such coverage at the date of termination or (ii) two times the amount of the COBRA premium under the Company's group health plan for coverage comparable to that elected by the Executive, (A) at the time of the Change of Control or (B) at the time of the required payment, whichever is greater. Welfare benefits (other than health benefits) shall be continued only to the extent permitted under the terms of such plans; (iv) Continuation of the Executive's then current car benefit for one year in accordance with the Company car policy in effect at the time of termination. (v) Continued coverage, during the six (6) years following the Executive's termination for his actions or omissions as an officer and, if applicable, director of the Company prior to the date of termination of his employment, under any directors and officers liability insurance policy maintained by the Company (or, if the Company does not maintain such a policy, by its affiliates) for its former directors and officers or, at the Company's election, for the current directors and officers. If the Company or its affiliates does not otherwise maintain such a policy, then the Company shall be required to provide the Executive with such a policy, to the extent available. The policy dollar coverage limits of any such policy shall be not less than the policy limit under any Company policy in place within the one (1) year prior to the Executive's termination of employment (the "Existing Policy") or, if less, the policy dollar coverage limit that can be purchased by the Company for all of its current and former directors and officers at an annual premium equal to two times the Company's annual premium for the Existing Policy. (d) Subject to Section 11(a) hereof, the Executive's cash severance benefit under Section 4(c)(i) and (ii) shall be paid in a lump sum cash payment within ten (10) days following the Executive's Termination of Employment, as defined in Section 4. Any payment made later than 10 days following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof) for whatever reason, shall include interest at the prime rate plus two percent, which shall begin accruing on the 10th day following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof). For purposes of this Section 4, "prime rate" shall be determined by reference to the prime rate established by Comerica Bank (or its successor), in effect from time to time commencing on the 10th day following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof). (e) Section 4 of this Agreement shall terminate upon the first of the following events to occur: (i) Three years from the date hereof if a Change in Control has not occurred within such three-year period; (ii) Termination of the Executive's employment with the Company prior to a Change in Control, provided, however, if there is a Change in Control within six months after the termination of the Executive's employment with the Company, other than a termination due to the Executive's death or Disability, an involuntary termination by the Company for Cause or a termination of employment by the Executive, then the Agreement shall not be deemed to have terminated and the Executive shall be entitled to receive his Accrued Benefits plus a lump sum payment equal to three (3) times the Change in Control Severance Benefits provided in Section 4, less any Regular Severance Benefits the Executive has been paid under Section 3, in lieu of the severance benefits the Executive is entitled to under Section 3; sum of: (iiii) The expiration of two years following a Change in Control; his Annual Base Salary; and (ivii) Termination of the Executive's employment his average cash bonus and other cash incentive compensation earned by him with the Company following a Change in Control due respect to the Executive's death or Disability; three calendar years immediately preceding the year of termination, which shall be paid to Executive within sixty (v60) Termination of the Executive's employment by the Company for Cause following a Change in Control; or (vi) Termination of employment by the Executive for other than Good Reason days following the date of his termination of employment. In addition, for a period of three (3) years from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to Executive during the three (3) years prior to his termination of employment. If the Bank and the Corporation cannot provide such benefits because Executive is no longer an Executive, the Bank and the Corporation shall reimburse Executive in an amount equal to the monthly premium paid by him to obtain substantially similar health and welfare Executive benefits which he enjoyed prior to termination, which reimbursement shall continue until the expiration of three (3) years from the date of termination of employment or until Executive secures substantially similar benefits through other employment, whichever shall first occur, subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), if applicable. Notwithstanding any provision of this Agreement to the contrary, Executive shall forfeit his rights to receive the payments and benefits set forth in Section 6(a) unless he executes a general release of claims in favor of the Bank and the Corporation in a form to be provided by the Bank and the Corporation, and such release becomes effective and irrevocable in accordance with its terms, on or before the date that is sixty (60) days after Executive’s termination of employment. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise. Unless otherwise agreed to in writing, the amount of payment or the benefit provided for in this Section 6 shall not be reduced by any compensation earned by Executive as the result of employment by another employer or by reason of Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise. (c) As used in this Agreement, “Change in Control. Unless ” shall mean a change in ownership or effective control applicable to the Corporation or the Bank as described in Section 4 of this Agreement has first terminated under clauses (ii409A(a)(2)(A)(v) through (vi) hereof, commencing on the third anniversary of the date Internal Revenue Code of this Agreement1986, as amended (or any successor provision thereto) and on each one-year anniversary thereafter, Section 4 of this Agreement shall be extended for one additional year, unless at least 180 days prior to any such anniversary, the Company notifies the Executive in writing that it shall not extend the term of Section 4 of this Agreementregulations thereunder.

Termination of Employment Following a Change in Control. Subject to Section 11(a) hereunder, the Executive A termination of employment shall be entitled deemed to the occur if, within one hundred eighty (180) days following a Change in Control Severance Benefits (as defined in Section 4(c) below) set forth in this Section 4, in lieu of the severance benefits the Executive is entitled to under Section 3 of this Agreement), if there has been a Change in Control and the Executive has incurred a Termination of Employment. The severance benefit provided under this Section 4 is in lieu of cash severance payments offered under the Company's documented severance policy, if any. (a) For purposes of Section 4 of the Agreement, "Termination of Employment" shall be defined as: (i) The Executive's involuntary termination by the Company for any reason other than death, Disability or Cause; or (ii) The Executive's termination for "Good Reason," defined as the occurrence of any of the following events without the Executive's written consent, if the Executive terminates employment within one (1) year following the occurrence of such eventoccur: (Aa) Any reassignment any involuntary termination of Executive's employment (other than for a disability wherein Executive is unable to perform all of his essential job functions, taking into account any reasonable accommodations); (b) any reduction in Executive's title, responsibilities (including reporting responsibilities), or authority, as such existed as of the Date of Change of Control ; (c) the assignment to Executive to of substantial duties which are materially inconsistent with the Executive's position, duties, responsibilities and status with office on the Company immediately prior to the Date of Change in Control Control, or a substantial diminution in the Executive's position, duties, responsibilities or status with the Company as have been increased from his position, duties, responsibilities or status with the Company immediately prior time to time after the Change in Control; provided that the fact that the Company is no longer a publicly traded company or the , unless Executive no longer has duties and responsibilities associated exclusively with a publicly traded company, voluntarily consented to such as Securities and Exchange Commission or stock exchange reporting responsibilities or investor or analyst relations responsibilities, shall not be deemed to be a assignments; (d) any involuntary reassignment of the Executive to substantial duties materially inconsistent with a location greater than fifty (50) miles from the location of Executive's position, duties, responsibilities and status with office on the Company immediately prior to the Change in Control or a substantial diminution in the Executive's position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to Date of the Change in Control; (Be) Any any material reduction (i.e., defined for this purpose as a reduction of ten percent (10%) or more) in the Executive's base salary or targeted incentive bonus or commissions Annual Base Salary in effect immediately prior to on the Date of the Change in Control, or failure by the Company unless Executive has voluntarily consented to continue any bonus, stock or other incentive plans in effect immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable award opportunities/benefits), or any removal of the Executive from participation in such aforementioned plans; (C) The discontinuance or reduction in benefits to the Executive under any qualified or nonqualified retirement or welfare plan maintained by the Company immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits), or the discontinuance of any fringe benefits or other perquisites that the Executive received immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits); (D) Required relocation of the Executive's principal place of employment more than 50 miles from the Executive's place of employment prior to the Change in Controlreduction; or (Ef) The Companyany failure to provide Executive with benefits that, overall, are materially comparable to those enjoyed by Executive under Corporation's breach of any provision or Bank's retirement or pension, life insurance, medical, health and accident, disability and other employee benefit plans in this Agreement, provided that the Company has not cured such breach within 10 days following written notice by the which Executive to the Company of such breach. (b) The Executive who believes the Executive is entitled to a Termination of Employment for Good Reason, as defined in Section 4 above, may apply in writing to the Company for confirmation of such entitlement prior to the Executive's actual separation from employment, by following the claims procedure set forth in Section 15 hereof. The submission of such a request by the Executive shall not constitute "Cause" for the Company to terminate the Executive as defined under Section 2(a) hereof. If the Executive's request for a Good Reason Termination of Employment is denied under both the request and appeal procedures set forth in paragraphs (b) and (c) of Section 15 hereof, then the parties shall use their best efforts to resolve the claim within 90 days after the claim is submitted to arbitration pursuant to Section 15(d). (c) Upon satisfaction of the requirements set forth in Sections 4 or 11(a) hereof and with respect to any one or more Changes in Control that may occur during the term of this Agreement, upon the Executive's execution of a release (in the form attached hereto as Exhibit A), the Executive shall be entitled to (the "Change in Control Severance Benefits"): (i) A cash severance benefit equal to one times the Executive's current annual base salary, as in effect participated at the time of the Change in Control; (ii) A prorated portion , or the taking of any action that would, overall, materially reduce such benefits in effect as of the Executive's target bonus for the year Date of termination, based on the number of days worked in the year of termination; (iii) Subject to Section 6, continuation of Company-provided health (including vision and dental, if provided by the Company immediately prior to the Change in Control) and welfare benefits (including executive life insurance coverage, if provided by the Company to the Executive immediately prior to the Change in Control) for one year, on the terms (or comparable terms) provided by the Company to the Executive immediately prior to the Change in Control. Health benefits In the event of a Change of Control Executive, at his option exercisable within 180 days after such Change in Control first occurred, shall be provided through continued coverage under provide the Company's group health planCorporation and Bank and/or its/their successors or assigns notice of the existence of the condition which Executive believes constitutes a breach of its/their obligation(s) and provide the Corporation and Bank and/or its/their successors or assigns thirty (30) days in which to cure such condition. In the event that the Corporation and Bank and/or its/their successors or assigns disagrees that a breach has occurred or otherwise does not cure the condition within thirty (30) days of such notice, Executive may resign from employment with Corporation and Bank and/or its/their successors or assigns (or, if allowed involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering a notice in writing (the terms "Notice of such plan, Termination") to Corporation and Bank and/or its/their successors or by assigns and the reimbursement provisions of COBRA continuation coverage premiums paid by the Executive, as determined by the CompanySection 6 of this Agreement shall apply; provided, however, if that notwithstanding the health plan is self-insured by the Companyforegoing, then the determination no benefits shall be made by the Executive. Any continuation of group health plan coverage payable to Executive under this paragraph shall run concurrently with Section 5 unless Executive actually terminates employment within two years after the period Date of required COBRA continuation coverage under the Code. If COBRA continuation coverage is not available, the Company shall reimburse the Executive for premiums for comparable coverage, provided, however, that the reimbursement shall not exceed the greater of (i) two times the annual premium paid by the Company for such coverage at the date of termination or (ii) two times the amount of the COBRA premium under the Company's group health plan for coverage comparable to that elected by the Executive, (A) at the time of the Change of Control or (B) at the time of the required payment, whichever is greater. Welfare benefits (other than health benefits) shall be continued only to the extent permitted under the terms of such plans; (iv) Continuation of the Executive's then current car benefit for one year in accordance with the Company car policy in effect at the time of termination. (v) Continued coverage, during the six (6) years following the Executive's termination for his actions or omissions as an officer and, if applicable, director of the Company prior to the date of termination of his employment, under any directors and officers liability insurance policy maintained by the Company (or, if the Company does not maintain such a policy, by its affiliates) for its former directors and officers or, at the Company's election, for the current directors and officers. If the Company or its affiliates does not otherwise maintain such a policy, then the Company shall be required to provide the Executive with such a policy, to the extent available. The policy dollar coverage limits of any such policy shall be not less than the policy limit under any Company policy in place within the one (1) year prior to the Executive's termination of employment (the "Existing Policy") or, if less, the policy dollar coverage limit that can be purchased by the Company for all of its current and former directors and officers at an annual premium equal to two times the Company's annual premium for the Existing Policy. (d) Subject to Section 11(a) hereof, the Executive's cash severance benefit under Section 4(c)(i) and (ii) shall be paid in a lump sum cash payment within ten (10) days following the Executive's Termination of Employment, as defined in Section 4. Any payment made later than 10 days following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof) for whatever reason, shall include interest at the prime rate plus two percent, which shall begin accruing on the 10th day following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof). For purposes of this Section 4, "prime rate" shall be determined by reference to the prime rate established by Comerica Bank (or its successor), in effect from time to time commencing on the 10th day following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof). (e) Section 4 of this Agreement shall terminate upon the first of the following events to occur: (i) Three years from the date hereof if a Change in Control has not occurred within such three-year period; (ii) Termination of the Executive's employment with the Company prior to a Change in Control, provided, however, if there is a Change in Control within six months after the termination of the Executive's employment with the Company, other than a termination due to the Executive's death or Disability, an involuntary termination by the Company for Cause or a termination of employment by the Executive, then the Agreement shall not be deemed to have terminated and the Executive shall be entitled to receive the Change in Control Severance Benefits provided in Section 4, less any Regular Severance Benefits the Executive has been paid under Section 3, in lieu of the severance benefits the Executive is entitled to under Section 3; (iii) The expiration of two years following a Change in Control; (iv) Termination of the Executive's employment with the Company following a Change in Control due to the Executive's death or Disability; (v) Termination of the Executive's employment by the Company for Cause following a Change in Control; or (vi) Termination of employment by the Executive for other than Good Reason following the date of a Change in Control. Unless Section 4 of this Agreement has first terminated under clauses (ii) through (vi) hereof, commencing on the third anniversary of the date of this Agreement, and on each one-year anniversary thereafter, Section 4 of this Agreement shall be extended for one additional year, unless at least 180 days prior to any such anniversary, the Company notifies the Executive in writing that it shall not extend the term of Section 4 of this Agreement.

Termination of Employment Following a Change in Control. Subject to Section 11(a) hereunder, the Executive A termination of employment shall be entitled deemed to the occur if, within one hundred eighty (180) days following a Change in Control Severance Benefits (as defined in Section 4(c) below) set forth in this Section 4, in lieu of the severance benefits the Executive is entitled to under Section 3 of this Agreement), if there has been a Change in Control and the Executive has incurred a Termination of Employment. The severance benefit provided under this Section 4 is in lieu of cash severance payments offered under the Company's documented severance policy, if any. (a) For purposes of Section 4 of the Agreement, "Termination of Employment" shall be defined as: (i) The Executive's involuntary termination by the Company for any reason other than death, Disability or Cause; or (ii) The Executive's termination for "Good Reason," defined as the occurrence of any of the following events without the Executive's written consent, if the Executive terminates employment within one (1) year following the occurrence of such eventoccur: (Aa) Any reassignment any involuntary termination of Executive's employment (other than for a disability wherein Executive is unable to perform all of his essential job functions, taking into account any reasonable accommodations); (b) any involuntary material reduction in Executive's title, responsibilities (including reporting responsibilities), or authority, as such existed as of the Date of Change of Control ; (c) the assignment to Executive to of substantial duties which are materially inconsistent with the Executive's position, duties, responsibilities and status with office on the Company immediately prior to the Date of Change in Control Control, or a substantial diminution in the Executive's position, duties, responsibilities or status with the Company as have been increased from his position, duties, responsibilities or status with the Company immediately prior time to time after the Change in Control; provided that the fact that the Company is no longer a publicly traded company or the , unless Executive no longer has duties and responsibilities associated exclusively with a publicly traded company, voluntarily consented to such as Securities and Exchange Commission or stock exchange reporting responsibilities or investor or analyst relations responsibilities, shall not be deemed to be a assignments; (d) any involuntary reassignment of the Executive to substantial duties materially inconsistent with a principal office location greater than fifty (50) miles from the location of Executive's position, duties, responsibilities and status with principal office on the Company immediately prior to the Change in Control or a substantial diminution in the Executive's position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to Date of the Change in Control; (Be) Any any material reduction (i.e., defined for this purpose as a reduction of ten percent (10%) or more) in the Executive's base salary or targeted incentive bonus or commissions Annual Base Salary in effect immediately prior to on the Date of the Change in Control, or failure by the Company unless Executive has voluntarily consented to continue any bonus, stock or other incentive plans in effect immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable award opportunities/benefits), or any removal of the Executive from participation in such aforementioned plans; (C) The discontinuance or reduction in benefits to the Executive under any qualified or nonqualified retirement or welfare plan maintained by the Company immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits), or the discontinuance of any fringe benefits or other perquisites that the Executive received immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits); (D) Required relocation of the Executive's principal place of employment more than 50 miles from the Executive's place of employment prior to the Change in Controlreduction; or (Ef) The Companyany failure to provide Executive with benefits that, overall, are materially comparable to those enjoyed by Executive under Corporation's breach of any provision or Bank's retirement or pension, life insurance, medical, health and accident, disability and other employee benefit plans in this Agreement, provided that the Company has not cured such breach within 10 days following written notice by the which Executive to the Company of such breach. (b) The Executive who believes the Executive is entitled to a Termination of Employment for Good Reason, as defined in Section 4 above, may apply in writing to the Company for confirmation of such entitlement prior to the Executive's actual separation from employment, by following the claims procedure set forth in Section 15 hereof. The submission of such a request by the Executive shall not constitute "Cause" for the Company to terminate the Executive as defined under Section 2(a) hereof. If the Executive's request for a Good Reason Termination of Employment is denied under both the request and appeal procedures set forth in paragraphs (b) and (c) of Section 15 hereof, then the parties shall use their best efforts to resolve the claim within 90 days after the claim is submitted to arbitration pursuant to Section 15(d). (c) Upon satisfaction of the requirements set forth in Sections 4 or 11(a) hereof and with respect to any one or more Changes in Control that may occur during the term of this Agreement, upon the Executive's execution of a release (in the form attached hereto as Exhibit A), the Executive shall be entitled to (the "Change in Control Severance Benefits"): (i) A cash severance benefit equal to one times the Executive's current annual base salary, as in effect participated at the time of the Change in Control; (ii) A prorated portion , or the taking of any action that would, overall, materially reduce such benefits in effect as of the Date of Change in Control unless such reduction is part of a reduction applicable to all Bank employees or all Bank executives. In the event of a Change of Control, Executive's target bonus for , at his option exercisable within 180 days after such Change in Control first occurred, shall provide the year Corporation and Bank and/or its/their successors or assigns notice of terminationthe existence of the condition which Executive believes constitutes a breach of its/their obligation(s) and provide the Corporation and Bank and/or its/their successors or assigns thirty (30) days in which to cure such condition. In the event that the Corporation and Bank and/or its/their successors or assigns disagrees that a breach has occurred or otherwise does not cure the condition alleged to have caused the breach within thirty (30) days of such notice, based on the number of days worked in the year of termination; Executive may resign from employment with Corporation and Bank and/or its/their successors or assigns (iii) Subject to Section 6, continuation of Company-provided health (including vision and dentalor, if provided involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering a notice in writing (the Company immediately prior "Notice of Termination") to Corporation and Bank and/or its/their successors or assigns and the Change in Control) and welfare benefits (including executive life insurance coverage, if provided by the Company to the Executive immediately prior to the Change in Control) for one year, on the terms (or comparable terms) provided by the Company to the Executive immediately prior to the Change in Control. Health benefits provisions of Section 6 of this Agreement shall be provided through continued coverage under the Company's group health plan, if allowed under the terms of such plan, or by the reimbursement of COBRA continuation coverage premiums paid by the Executive, as determined by the Companyapply; provided, however, if that notwithstanding the health plan is self-insured by the Companyforegoing, then the determination no benefits shall be made by the Executive. Any continuation of group health plan coverage payable to Executive under this paragraph shall run concurrently with Section 5 unless Executive actually terminates his/her employment within two years after the period Date of required COBRA continuation coverage under the Code. If COBRA continuation coverage is not available, the Company shall reimburse the Executive for premiums for comparable coverage, provided, however, that the reimbursement shall not exceed the greater of (i) two times the annual premium paid by the Company for such coverage at the date of termination or (ii) two times the amount of the COBRA premium under the Company's group health plan for coverage comparable to that elected by the Executive, (A) at the time of the Change of Control or (B) at the time of the required payment, whichever is greater. Welfare benefits (other than health benefits) shall be continued only to the extent permitted under the terms of such plans; (iv) Continuation of the Executive's then current car benefit for one year in accordance with the Company car policy in effect at the time of termination. (v) Continued coverage, during the six (6) years following the Executive's termination for his actions or omissions as an officer and, if applicable, director of the Company prior to the date of termination of his employment, under any directors and officers liability insurance policy maintained by the Company (or, if the Company does not maintain such a policy, by its affiliates) for its former directors and officers or, at the Company's election, for the current directors and officers. If the Company or its affiliates does not otherwise maintain such a policy, then the Company shall be required to provide the Executive with such a policy, to the extent available. The policy dollar coverage limits of any such policy shall be not less than the policy limit under any Company policy in place within the one (1) year prior to the Executive's termination of employment (the "Existing Policy") or, if less, the policy dollar coverage limit that can be purchased by the Company for all of its current and former directors and officers at an annual premium equal to two times the Company's annual premium for the Existing Policy. (d) Subject to Section 11(a) hereof, the Executive's cash severance benefit under Section 4(c)(i) and (ii) shall be paid in a lump sum cash payment within ten (10) days following the Executive's Termination of Employment, as defined in Section 4. Any payment made later than 10 days following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof) for whatever reason, shall include interest at the prime rate plus two percent, which shall begin accruing on the 10th day following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof). For purposes of this Section 4, "prime rate" shall be determined by reference to the prime rate established by Comerica Bank (or its successor), in effect from time to time commencing on the 10th day following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof). (e) Section 4 of this Agreement shall terminate upon the first of the following events to occur: (i) Three years from the date hereof if a Change in Control has not occurred within such three-year period; (ii) Termination of the Executive's employment with the Company prior to a Change in Control, provided, however, if there is a Change in Control within six months after the termination of the Executive's employment with the Company, other than a termination due to the Executive's death or Disability, an involuntary termination by the Company for Cause or a termination of employment by the Executive, then the Agreement shall not be deemed to have terminated and the Executive shall be entitled to receive the Change in Control Severance Benefits provided in Section 4, less any Regular Severance Benefits the Executive has been paid under Section 3, in lieu of the severance benefits the Executive is entitled to under Section 3; (iii) The expiration of two years following a Change in Control; (iv) Termination of the Executive's employment with the Company following a Change in Control due to the Executive's death or Disability; (v) Termination of the Executive's employment by the Company for Cause following a Change in Control; or (vi) Termination of employment by the Executive for other than Good Reason following the date of a Change in Control. Unless Section 4 of this Agreement has first terminated under clauses (ii) through (vi) hereof, commencing on the third anniversary of the date of this Agreement, and on each one-year anniversary thereafter, Section 4 of this Agreement shall be extended for one additional year, unless at least 180 days prior to any such anniversary, the Company notifies the Executive in writing that it shall not extend the term of Section 4 of this Agreement.

Termination of Employment Following a Change in Control. Subject to Section 11(a) hereunder, the Executive shall be entitled to the Change in Control Severance Benefits (as defined in Section 4(c) below) set forth in this Section 4, in lieu of the severance benefits the Executive is entitled to under Section 3 of this Agreement, if there has been a Change in Control and the Executive has incurred a Termination of Employment. The severance benefit provided under this Section 4 is in lieu of cash severance payments offered under the Company's ’s documented severance policy, if any. (a) For purposes of Section 4 of the Agreement, "“Termination of Employment" ” shall be defined as: (i) The Executive's ’s involuntary termination by the Company for any reason other than death, Disability or Cause; provided such termination constitutes a “separation from service” as defined in Code Section 409A; or (ii) The Executive's ’s termination for "“Good Reason," ” defined as the occurrence of any of the following events without the Executive's ’s written consent, if the Executive terminates employment within one (1) year following the occurrence of such event: (A) Any reassignment of the Executive to substantial duties materially inconsistent with the Executive's position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial material diminution in the Executive's position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to the Change in Control; provided that the fact that the Company is no longer a publicly traded company or the Executive no longer has duties and responsibilities associated exclusively with a publicly traded company, such as Securities and Exchange Commission or stock exchange reporting responsibilities or investor or analyst relations responsibilities, shall not be deemed to be a reassignment of the Executive to substantial duties materially inconsistent with the Executive's position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial diminution in the Executive's ’s position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to the Change in Control; (B) Any reduction material diminution in the Executive's ’s base salary or targeted incentive bonus or commissions in effect immediately prior to the Change in Control, or failure by the Company to continue any bonus, stock or other incentive plans in effect immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable award opportunities/benefits), or any removal of the Executive from participation which shall be a reduction in such aforementioned plansbase salary of five (5%) percent or more unless a greater reduction is required by Code Section 409A to constitute an “involuntary separation from service”; (C) The discontinuance or reduction in benefits to the Executive under any qualified or nonqualified retirement or welfare plan maintained by the Company immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits), or the discontinuance of any fringe benefits or other perquisites that the Executive received immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits); (D) Required A material required relocation of the Executive's ’s principal place of employment which shall be a relocation of more than 50 miles from the Executive's ’s place of employment prior to the Change in ControlControl unless a relocation of a greater distance is required by Code Section 409A to constitute an “involuntary separation from service”; or (ED) The Company's ’s breach of any provision in this Agreement, provided that the Company has not cured such breach within 10 days following written notice by the Executive to the Company of such breach. (b) The Executive who believes the Executive is entitled to a Termination of Employment for Good Reason, as defined in Section 4 above, may apply in writing shall provide written notice of the existence of the condition to the Company for confirmation within 90 days after existence of such entitlement prior the condition and shall provide the Company with a period of at least 30 days in which to cure the Executive's actual separation from employment, by following condition and not be required to pay the claims procedure set forth in Section 15 hereofGood Reason severance. The submission of such a request written notification by the Executive shall not constitute "“Cause" ” for the Company to terminate the Executive as defined under Section 2(a) hereof. If the Executive's ’s request for a Good Reason Termination of Employment is denied under both the request and appeal procedures set forth in paragraphs (b) and (c) of Section 15 hereof, then the parties shall use their best efforts to resolve the claim within 90 days after the claim is submitted to arbitration pursuant to Section 15(d). (c) Upon satisfaction of the requirements set forth in Sections 4 or 11(a) hereof and with respect to any one or more Changes in Control that may occur during the term of this Agreement, upon the Executive's ’s execution of a release (in the form attached hereto as Exhibit A) (the “Release”), the Executive shall be entitled to (the "“Change in Control Severance Benefits"”): (i) A cash severance benefit equal to one times the Executive's ’s current annual base salary, as in effect at the time of the Change in Control; (ii) A prorated portion of the Executive's ’s target bonus for the year of termination, based on the number of days worked in the year of termination; (iii) Subject to Section 6, continuation of Company-provided health benefits for the Executive and his spouse and dependent children under age 26, if provided by the Company to such family members immediately prior to the Change in Control (including vision and dental, if provided by the Company immediately prior to the Change in Control) and welfare benefits (including executive life insurance coverage, if provided by the Company to the Executive immediately prior to the Change in Control) for one yearyear or, if earlier, the death of the Executive (the “Change in Control Benefit Continuation Period”), in each case, at the same level and on the comparable terms (or comparable terms) as provided by the Company to the Executive immediately prior to the Change in Control, with the Company paying any monthly premiums otherwise required to be paid by the Executive to continue such coverage. Health benefits provided during the Change in Control Benefit Continuation Period shall be provided through in such a manner that the benefits (including the associated costs and premiums) are excluded from the Executive’s income for federal income tax purposes and, if the Company reasonably determines that providing continued coverage under one or more of the Company's group health plan, if allowed under the terms of such plan, or care benefit plans maintained by the reimbursement of COBRA continuation coverage premiums paid by Company could cause the benefits to be taxable to the Executive, as determined by the Company; provided, however, if the health plan is self-insured by the Company, then the determination shall be made by the Executive. Any continuation of group health plan coverage under this paragraph shall run concurrently with the period of required COBRA continuation coverage under the Code. If COBRA continuation coverage is not available, the Company shall reimburse provide the benefits at the required level through the reimbursement of the Executive for premiums for comparable the purchase of individual insurance coverage, ; provided, however, that the reimbursement Company shall only be required to reimburse premiums for such coverage to the extent the premiums do not exceed the greater of (i) two times the annual premium paid by the Company for such coverage at the date of termination or (ii) two times the amount of the COBRA premium under the Company's ’s group health plan for coverage comparable to that elected by the Executive, (A) at the time of the Change of Control or (B) at the time of the required payment, whichever is greater. Any continuation of group health plan coverage under this paragraph shall run concurrently with the period of required COBRA continuation coverage under the Code. Welfare benefits (other than health benefits) shall be continued only to the extent permitted under the terms of such plans; (iv) Continuation of the Executive's ’s then current car benefit for one year or, if earlier, the death of the Executive, in accordance with the Company car policy in effect at the time of termination. (v) Continued coverage, during the six (6) years following the Executive's ’s termination for his actions or omissions as an officer and, if applicable, director of the Company prior to the date of termination of his employment, under any directors and officers liability insurance policy maintained by the Company (or, if the Company does not maintain such a policy, by its affiliates) for its former directors and officers or, at the Company's ’s election, for the current directors and officers. If the Company or its affiliates does not otherwise maintain such a policy, then the Company shall be required to provide the Executive with such a policy, to the extent available. The policy dollar coverage limits of any such policy shall be not less than the policy limit under any Company policy in place within the one (1) year prior to the Executive's ’s termination of employment (the "“Existing Policy"”) or, if less, the policy dollar coverage limit that can be purchased by the Company for all of its current and former directors and officers at an annual premium equal to two times the Company's ’s annual premium for the Existing Policy. (d) Subject to Section 11(a) hereofhereof and the Code Section 409A limitations set forth below, the Executive's ’s cash severance benefit under Section 4(c)(i) and (ii) shall be paid in a lump sum cash payment within ten (10) days following the Executive's ’s Termination of Employment, as defined in Section 4. Any payment payment, including amounts suspended under Code Section 409A, made later than 10 days following the Executive's ’s Termination of Employment (or applicable due date under this Section 4 or Section 11(a) hereof) for whatever reason, shall include interest at the prime rate Prime Rate plus two percent, which shall begin accruing on the 10th day following the Executive's ’s Termination of Employment (or applicable due date under this Section 4 or Section 11(a) hereof). For purposes Notwithstanding the foregoing, if at the time of this Section 4, "prime rate" shall be determined by reference to the prime rate established by Comerica Bank (or its successor), in effect from time to time commencing on the 10th day following the Executive's Termination of Employment (or the Executive constitutes a “Specified Employee,” as defined in Code Section 409A, commencing at Termination of Employment, the Executive shall receive the benefits that are exempt from Code Section 409A and shall receive the non-exempt payments until attainment of any applicable due date under Code Section 11(a) hereof)409A cap, at which time the remaining non-exempt payments shall be suspended. When a period of six months has lapsed from the Executive’s Termination of Employment or, if earlier, the death of the Executive, any suspended payments shall be aggregated and paid in a lump sum, and the remaining compensation, if any, shall be paid in accordance with its regular schedule. (e) Section 4 of this Agreement shall terminate upon the first of the following events to occur: (i) Three years from the date hereof if a Change in Control has not occurred within such three-year period; (ii) Termination of the Executive's ’s employment with the Company prior to a Change in Control, provided, however, if there is a Change in Control within six months after the termination of the Executive's ’s employment with the Company, other than a termination due to the Executive's ’s death or Disability, an involuntary termination by the Company for Cause or a termination of employment by the ExecutiveExecutive other than for Good Reason, then the Agreement shall not be deemed to have terminated and the Executive shall be entitled to receive the Change in Control Severance Benefits provided in Section 4, less any Regular Severance Benefits the Executive has been paid under Section 3, in lieu of the severance benefits the Executive is entitled to under Section 3; (iii) The expiration of two years following a Change in Control; (iv) Termination of the Executive's ’s employment with the Company following a Change in Control due to the Executive's ’s death or Disability; (v) Termination of the Executive's ’s employment by the Company for Cause following a Change in Control; or (vi) Termination of employment by the Executive for other than Good Reason following the date of a Change in Control. Unless Section 4 of this Agreement has first terminated under clauses (ii) through (vi) hereof, commencing on the third anniversary of the date of this Agreement, and on each one-year anniversary thereafter, Section 4 of this Agreement shall be extended for one additional year, unless at least 180 days prior to any such anniversary, the Company notifies the Executive in writing that it shall not extend the term of Section 4 of this Agreement.

Termination of Employment Following a Change in Control. Subject to Section 11(a) hereunder, the Executive shall be entitled to the If a Change in Control Severance Benefits (as defined in Section 4(c) below) set forth in this Section 4, in lieu of the severance benefits the Executive is entitled to under Section 3 of this Agreement) shall occur and thereafter, if there has been a Change in Control and the Executive has incurred a Termination of Employment. The severance benefit provided under this Section 4 is in lieu of cash severance payments offered under the Company's documented severance policy, if any.shall be: (a) For purposes any involuntary termination of Section 4 Executive's employment (other than for a disability wherein Executive is unable to perform all of the Agreement, "Termination of Employment" shall be defined as:his essential job functions taking into account any reasonable accommodations); (ib) The any reduction in Executive's involuntary termination by title, responsibilities, including reporting responsibilities, or authority, including such title, responsibilities or authority as such may be increased from time to time during the Company for any reason other than death, Disability or Cause; orterm of this Agreement; (iic) The the assignment to Executive of duties inconsistent with Executive's termination for "Good Reason," defined as office on the occurrence Date of any of the following events without the Executive's written consent, if the Executive terminates employment within one (1) year following the occurrence of such event: (A) Any reassignment of the Executive to substantial duties materially inconsistent with the Executive's position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial diminution in as the Executive's position, duties, responsibilities or status with the Company same may be increased from his position, duties, responsibilities or status with the Company immediately prior time to the Change in Control; provided that the fact that the Company is no longer a publicly traded company or the Executive no longer has duties and responsibilities associated exclusively with a publicly traded company, such as Securities and Exchange Commission or stock exchange reporting responsibilities or investor or analyst relations responsibilities, shall not be deemed to be a reassignment of the Executive to substantial duties materially inconsistent with the Executive's position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial diminution in the Executive's position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to time after the Change in Control; (Bd) Any reduction in any reassignment of Executive to a location greater than twenty-five (25) miles from the location of Executive's base salary or targeted incentive bonus or commissions in effect immediately prior to office on the date of the Change in Control, or failure by the Company to continue ; (e) any bonus, stock or other incentive plans reduction in Executive's Annual Base Salary in effect immediately prior to on the Date of the Change in Control (without or as the implementation of comparable successor plans that provide comparable award opportunities/benefits), or any removal of the Executive same may be increased from participation in such aforementioned plans; (C) The discontinuance or reduction in benefits time to the Executive under any qualified or nonqualified retirement or welfare plan maintained by the Company immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits), or the discontinuance of any fringe benefits or other perquisites that the Executive received immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits); (D) Required relocation of the Executive's principal place of employment more than 50 miles from the Executive's place of employment prior to time after the Change in Control; or (Ef) The Companyany failure to provide Executive with benefits at least as favorable as those enjoyed by Executive under any of Corporation's breach or Bank's retirement or pension, life insurance, medical, health and accident, disability or other employee plans in which Executive participated at the time of the Change in Control, or the taking of any provision in this Agreement, provided action that the Company has not cured such breach within 10 days following written notice by the Executive to the Company would materially reduce any of such breach. (b) The Executive who believes the Executive is entitled to a Termination of Employment for Good Reason, as defined in Section 4 above, may apply in writing to the Company for confirmation of such entitlement prior to the Executive's actual separation from employment, by following the claims procedure set forth in Section 15 hereof. The submission of such a request by the Executive shall not constitute "Cause" for the Company to terminate the Executive as defined under Section 2(a) hereof. If the Executive's request for a Good Reason Termination of Employment is denied under both the request and appeal procedures set forth in paragraphs (b) and (c) of Section 15 hereof, then the parties shall use their best efforts to resolve the claim within 90 days after the claim is submitted to arbitration pursuant to Section 15(d). (c) Upon satisfaction of the requirements set forth in Sections 4 or 11(a) hereof and with respect to any one or more Changes in Control that may occur during the term of this Agreement, upon the Executive's execution of a release (in the form attached hereto as Exhibit A), the Executive shall be entitled to (the "Change in Control Severance Benefits"): (i) A cash severance benefit equal to one times the Executive's current annual base salary, as benefits in effect at the time of the Change in Control; (ii) A prorated portion of the Executive's target bonus for the year of termination, based on the number of days worked in the year of termination; (iii) Subject to Section 6, continuation of Company-provided health (including vision and dental, if provided by the Company immediately prior to the Change in Control) and welfare benefits (including executive life insurance coverage, if provided by the Company to the Executive immediately prior to the Change in Control) for one year, on the terms (or comparable terms) provided by the Company to the Executive immediately prior to the Change in Control. Health benefits shall be provided through continued coverage under the Company's group health plan, if allowed under the terms of such plan, or by the reimbursement of COBRA continuation coverage premiums paid by the Executive, as determined by the Company; provided, however, if the health plan is self-insured by the Company, then the determination shall be made by the Executive. Any continuation of group health plan coverage under this paragraph shall run concurrently with the period of required COBRA continuation coverage under the Code. If COBRA continuation coverage is not available, the Company shall reimburse the Executive for premiums for comparable coverage, provided, however, that the reimbursement shall not exceed the greater of (i) two times the annual premium paid by the Company for such coverage at the date of termination or (ii) two times the amount of the COBRA premium under the Company's group health plan for coverage comparable to that elected by the Executive, (A) at the time of the Change of Control or (B) at the time of the required payment, whichever is greater. Welfare benefits (other than health benefits) shall be continued only to the extent permitted under the terms of such plans; (iv) Continuation of the Executive's then current car benefit for one year in accordance with the Company car policy in effect at the time of termination. (v) Continued coverage, during the six (6) years following the Executive's termination for his actions or omissions as an officer and, if applicable, director of the Company prior to the date of termination of his employment, under any directors and officers liability insurance policy maintained by the Company (or, if the Company does not maintain such a policy, by its affiliates) for its former directors and officers orthen, at the Company's electionoption of Executive, for the current directors and officers. If the Company or its affiliates does not otherwise maintain such a policy, then the Company shall be required to provide the exercisable by Executive with such a policy, to the extent available. The policy dollar coverage limits of any such policy shall be not less than the policy limit under any Company policy in place within the one (1) year prior to the Executive's termination of employment (the "Existing Policy") or, if less, the policy dollar coverage limit that can be purchased by the Company for all of its current and former directors and officers at an annual premium equal to two times the Company's annual premium for the Existing Policy. (d) Subject to Section 11(a) hereof, the Executive's cash severance benefit under Section 4(c)(i) and (ii) shall be paid in a lump sum cash payment within ten (10) 180 days following the Executive's Termination of Employment, as defined in Section 4. Any payment made later than 10 days following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof) for whatever reason, shall include interest at the prime rate plus two percent, which shall begin accruing on the 10th day following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof). For purposes of this Section 4, "prime rate" shall be determined by reference to the prime rate established by Comerica Bank (or its successor), in effect from time to time commencing on the 10th day following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof). (e) Section 4 of this Agreement shall terminate upon the first of the following events to occur: (i) Three years from the date hereof if a Change in Control has not occurred within such three-year period; (ii) Termination of the Executive's employment with the Company prior to after a Change in Control, providedExecutive shall provide the Corporation and Bank notice of the existence of the condition and provide the Corporation and Bank thirty (30) days in which to cure such condition. In the event that the Corporation and Bank does not cure the condition within thirty (30) days of such notice, howeverExecutive may resign from employment with Corporation and Bank (or, if there is involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering a Change notice in Control within six months after writing (the termination "Notice of the Executive's employment with the Company, other than a termination due Termination") to the Executive's death or Disability, an involuntary termination by the Company for Cause or a termination of employment by the Executive, then the Agreement shall not be deemed to have terminated Corporation and Bank and the Executive shall be entitled to receive the Change in Control Severance Benefits provided in provisions of Section 4, less any Regular Severance Benefits the Executive has been paid under Section 3, in lieu of the severance benefits the Executive is entitled to under Section 3; (iii) The expiration of two years following a Change in Control; (iv) Termination of the Executive's employment with the Company following a Change in Control due to the Executive's death or Disability; (v) Termination of the Executive's employment by the Company for Cause following a Change in Control; or (vi) Termination of employment by the Executive for other than Good Reason following the date of a Change in Control. Unless Section 4 of this Agreement has first terminated under clauses (ii) through (vi) hereof, commencing on the third anniversary of the date of this Agreement, and on each one-year anniversary thereafter, Section 4 6 of this Agreement shall apply; notwithstanding the foregoing, no benefits shall be extended for one additional year, payable to Executive under this Section 5 unless at least 180 days prior to any such anniversary, Executive actually terminates employment within two years after the Company notifies the Executive Date of Change in writing that it shall not extend the term of Section 4 of this AgreementControl.

Termination of Employment Following a Change in Control. Subject to Section 11(a(a) hereunder, the Executive shall be entitled to the If a Change in Control Severance Benefits (as defined in Section 4(c6(c) below) set forth in this Section 4, in lieu of the severance benefits the Executive is entitled to under Section 3 of this Agreement, if there has been a Change in Control ) shall occur and Executive’s employment is involuntarily terminated by the Bank and the Corporation without Cause or Executive has incurred a Termination of Employment. The severance benefit provided under this Section 4 is in lieu of cash severance payments offered under the Company's documented severance policy, if any. (a) For purposes of Section 4 of the Agreement, "Termination of Employment" shall be defined as: (i) The Executive's involuntary termination by the Company resigns for any reason other than death, Disability or Cause; or (ii) The Executive's termination for "Good Reason," defined as the occurrence of any of the following events without the Executive's written consent, if the Executive terminates employment in each case within one hundred eighty (1180) year following the occurrence days of such event: (A) Any reassignment of the Executive to substantial duties materially inconsistent with the Executive's position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial diminution in the Executive's position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to the Change in Control; provided that the fact that the Company is no longer a publicly traded company or the Executive no longer has duties and responsibilities associated exclusively with a publicly traded company, such as Securities and Exchange Commission or stock exchange reporting responsibilities or investor or analyst relations responsibilities, shall not be deemed to be a reassignment of the Executive to substantial duties materially inconsistent with the Executive's position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial diminution in the Executive's position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to the Change in Control; (B) Any reduction in the Executive's base salary or targeted incentive bonus or commissions in effect immediately prior to the Change in Control, or failure by the Company to continue any bonus, stock or other incentive plans in effect immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable award opportunities/benefits), or any removal of the Executive from participation in such aforementioned plans; (C) The discontinuance or reduction in benefits to the Executive under any qualified or nonqualified retirement or welfare plan maintained by the Company immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits), or the discontinuance of any fringe benefits or other perquisites that the Executive received immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits); (D) Required relocation of the Executive's principal place of employment more than 50 miles from the Executive's place of employment prior to the Change in Control; or (E) The Company's breach of any provision in this Agreement, provided that the Company has not cured such breach within 10 days following written notice by the Executive to the Company of such breach. (b) The Executive who believes the Executive is entitled to a Termination of Employment for Good Reason, as defined in Section 4 above, may apply in writing to the Company for confirmation of such entitlement prior to the Executive's actual separation from employment, by following the claims procedure set forth in Section 15 hereof. The submission of such a request by the Executive shall not constitute "Cause" for the Company to terminate the Executive as defined under Section 2(a) hereof. If the Executive's request for a Good Reason Termination of Employment is denied under both the request and appeal procedures set forth in paragraphs (b) and (c) of Section 15 hereof, then the parties shall use their best efforts to resolve the claim within 90 days after the claim is submitted to arbitration pursuant to Section 15(d). (c) Upon satisfaction of the requirements set forth in Sections 4 or 11(a) hereof and with respect to any one or more Changes in Control that may occur during the term of this Agreement, upon the Executive's execution of a release (in the form attached hereto as Exhibit A), the Executive shall be entitled to (the "Change in Control Severance Benefits"): (i) A cash severance benefit equal to one times the Executive's current annual base salary, as in effect at the time of the Change in Control; (ii) A prorated portion of the Executive's target bonus for the year of termination, based on the number of days worked in the year of termination; (iii) Subject to Section 6, continuation of Company-provided health (including vision and dental, if provided by the Company immediately prior to the Change in Control) and welfare benefits (including executive life insurance coverage, if provided by the Company to the Executive immediately prior to the Change in Control) for one year, on the terms (or comparable terms) provided by the Company to the Executive immediately prior to the Change in Control. Health benefits shall be provided through continued coverage under the Company's group health plan, if allowed under the terms of such plan, or by the reimbursement of COBRA continuation coverage premiums paid by the Executive, as determined by the Company; provided, however, if the health plan is self-insured by the Company, then the determination shall be made by the Executive. Any continuation of group health plan coverage under this paragraph shall run concurrently with the period of required COBRA continuation coverage under the Code. If COBRA continuation coverage is not available, the Company shall reimburse the Executive for premiums for comparable coverage, provided, however, that the reimbursement shall not exceed the greater of (i) two times the annual premium paid by the Company for such coverage at the date of termination or (ii) two times the amount of the COBRA premium under the Company's group health plan for coverage comparable to that elected by the Executive, (A) at the time of the Change of Control or (B) at the time of the required payment, whichever is greater. Welfare benefits (other than health benefits) shall be continued only to the extent permitted under the terms of such plans; (iv) Continuation of the Executive's then current car benefit for one year in accordance with the Company car policy in effect at the time of termination. (v) Continued coverage, during the six (6) years following the Executive's termination for his actions or omissions as an officer and, if applicable, director of the Company prior to the date of termination of his employment, under any directors and officers liability insurance policy maintained by the Company (or, if the Company does not maintain such a policy, by its affiliates) for its former directors and officers or, at the Company's election, for the current directors and officers. If the Company or its affiliates does not otherwise maintain such a policy, then the Company shall be required to provide the Executive with such a policy, to the extent available. The policy dollar coverage limits of any such policy shall be not less than the policy limit under any Company policy in place within the one (1) year prior to the Executive's termination of employment (the "Existing Policy") or, if less, the policy dollar coverage limit that can be purchased by the Company for all of its current and former directors and officers at an annual premium equal to two times the Company's annual premium for the Existing Policy. (d) Subject to Section 11(a) hereof, the Executive's cash severance benefit under Section 4(c)(i) and (ii) shall be paid in a lump sum cash payment within ten (10) days following the Executive's Termination of Employment, as defined in Section 4. Any payment made later than 10 days following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof) for whatever reason, shall include interest at the prime rate plus two percent, which shall begin accruing on the 10th day following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof). For purposes of this Section 4, "prime rate" shall be determined by reference to the prime rate established by Comerica Bank (or its successor), in effect from time to time commencing on the 10th day following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof). (e) Section 4 of this Agreement shall terminate upon the first of the following events to occur: (i) Three years from the date hereof if a Change in Control has not occurred within such three-year period; (ii) Termination of the Executive's employment with the Company prior to a Change in Control, provided, however, if there is a Change in Control within six months after the termination of the Executive's employment with the Company, other than a termination due to the Executive's death or Disability, an involuntary termination by the Company for Cause or a termination of employment by the Executive, then the Agreement shall not be deemed to have terminated and the Executive shall be entitled to receive the Change in Control Severance his Accrued Benefits provided in Section 4, less any Regular Severance Benefits the Executive has been paid under Section 3, in lieu of the severance benefits the Executive is entitled to under Section 3; (iii) The expiration of two years following and a Change in Control; (iv) Termination of the Executive's employment with the Company following a Change in Control due lump sum payment equal to the Executive's death or Disability; sum of (vi) Termination 2.99 times his Annual Base Salary and (ii) the aggregate amount of the Executive's employment by the Company for Cause following a Change in Control; or all unpaid Retention Bonuses, if any, which shall be paid to Executive within sixty (vi60) Termination of employment by the Executive for other than Good Reason days following the date of his termination of employment. In addition, for a period of 2.99 years from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to Executive during the 2.99 years prior to his termination of employment. If the Bank and the Corporation cannot provide such benefits because Executive is no longer an employee, the Bank and the Corporation shall reimburse Executive in an amount equal to the monthly premium paid by him to obtain substantially similar health and welfare employee benefits which he enjoyed prior to termination, which reimbursement shall continue until the expiration of 2.99 years from the date of termination of employment or until Executive secures substantially similar benefits through other employment, whichever shall first occur, subject to Code Section 409A if applicable. Notwithstanding any provision of this Agreement to the contrary, Executive shall forfeit his rights to receive the payments and benefits set forth in Section 6(a) unless he executes a general release of claims in favor of the Bank and the Corporation in a form to be provided by the Bank and the Corporation, and such release becomes effective and irrevocable in accordance with its terms, on or before the date that is sixty (60) days after Executive’s termination of employment. Notwithstanding any provision of this Agreement to the contrary, if any benefit or payment hereunder would be treated as a “parachute payment” under Code Section 280G, the Bank and the Corporation shall reduce such benefit or payment to the extent necessary to avoid treating such benefit or payment as a parachute payment. Executive shall be entitled to only the reduced benefit or payment and shall forfeit any amount over and above the reduced amount. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise. Unless otherwise agreed to in writing, the amount of payment or the benefit provided for in this Section 6 shall not be reduced by any compensation earned by Executive as the result of employment by another employer or by reason of Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise. (c) As used in this Agreement, “Change in Control. Unless Section 4 of this Agreement has first terminated under clauses (ii) through (vi) hereof, commencing on the third anniversary of the date of this Agreement, and on each one-year anniversary thereafter, Section 4 of this Agreement ” shall be extended for one additional year, unless at least 180 days prior to any such anniversary, the Company notifies the Executive in writing that it shall not extend the term of Section 4 of this Agreement.mean:

Termination of Employment Following a Change in Control. Subject to Section 11(a(a) hereunder, the Executive If this Agreement shall be entitled to the Change in Control Severance Benefits (as defined in Section 4(c) below) set forth in this Section 4, in lieu of the severance benefits the Executive is entitled to under Section 3 of this Agreement, if there has been terminated within two years after a Change in Control and the Executive has incurred a Termination of Employment. The severance benefit provided under this Section 4 is in lieu of cash severance payments offered under the Company's documented severance policy, if any. (a) For purposes of Section 4 of the Agreement, "Termination of Employment" shall be defined as: (i) The Executive's involuntary termination by the Company for any reason other than death, Disability or Cause; or (ii) The Executive's termination for "Good Reason," defined as the occurrence of any of the following events without the Executive's written consent, if the Executive terminates employment within one (1) year following the occurrence of such event: (A) Any reassignment of the Executive to substantial duties materially inconsistent with the Executive's position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial diminution in the Executive's position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to the Change in Control; provided that the fact that the Company is no longer a publicly traded company or the Executive no longer has duties and responsibilities associated exclusively with a publicly traded company, such as Securities and Exchange Commission or stock exchange reporting responsibilities or investor or analyst relations responsibilities, shall not be deemed to be a reassignment of the Executive to substantial duties materially inconsistent with the Executive's position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial diminution in the Executive's position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to the Change in Control; (B) Any reduction in the Executive's base salary or targeted incentive bonus or commissions in effect immediately prior to the Change in Control, or failure by the Company to continue any bonus, stock or other incentive plans in effect immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable award opportunities/benefits), or any removal of the Executive from participation in such aforementioned plans; (C) The discontinuance or reduction in benefits to the Executive under any qualified or nonqualified retirement or welfare plan maintained by the Company immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits), or the discontinuance of any fringe benefits or other perquisites that the Executive received immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits); (D) Required relocation of the Executive's principal place of employment more than 50 miles from the Executive's place of employment prior to the Change in Control; or (E) The Company's breach of any provision in this Agreement, provided that the Company has not cured such breach within 10 days following written notice by the Executive to the Company of such breach. (b) The Executive who believes the Executive is entitled to a Termination of Employment for Good Reason, as defined in Section 4 above, may apply in writing to the Company for confirmation of such entitlement prior to the Executive's actual separation from employment, by following the claims procedure set forth in Section 15 hereof. The submission of such a request by the Executive shall not constitute "Cause" for the Company to terminate the Executive as defined under Section 2(a) hereof. If the Executive's request for a Good Reason Termination of Employment is denied under both the request and appeal procedures set forth in paragraphs (b) and (c) of Section 15 hereof, then the parties shall use their best efforts to resolve the claim within 90 days after the claim is submitted to arbitration pursuant to Section 15(d). (c) Upon satisfaction of the requirements set forth in Sections 4 or 11(a) hereof and with respect to any one or more Changes in Control that may occur which occurs during the term of this Agreement, upon provided such termination is by the Executive for Good Reason or by the Company Without Cause (which includes delivery by the Company of a notice of nonrenewal of this Agreement pursuant to Section 3 hereof), in lieu of any obligation the Company may have pursuant to Section 6.3 hereof: (1) The Company shall pay to the Executive in a lump sum in cash within five (5) days after the Date of Termination, if not theretofore paid, the Executive's execution ’s Base Salary (as in effect on the Date of a release (Termination) through the Date of Termination, and in the form attached hereto as Exhibit A)case of compensation previously deferred and bonuses previously earned by the Executive, all amounts of such compensation previously deferred and earned and not yet paid by the Company. (2) The Company shall, promptly upon submission by the Executive of supporting documentation, pay or reimburse to the Executive any costs and expenses paid or incurred by the Executive which would have been payable under Section 4.6 hereof if the Executive’s employment had not terminated. (3) The Company shall be entitled pay to the Executive in a lump sum in cash within five (5) days after the "Change in Control Severance Benefits"): Date of Termination a severance payment equal to one and one-half (1.5) times the sum of (i) A cash severance benefit equal to one times the Executive's current annual base salary, ’s Base Salary (as in effect at the time on Date of the Change in Control; Termination) and (ii) A prorated portion the Executive’s most recent Annual Bonus. If the most recent Annual Bonus was a stock option or a stock grant, the value of the Executive's target bonus for the year of termination, based on will be deemed to be the number of option shares times the closing price of the Common Stock for the 20 trading days worked in prior to the year Date of termination;Termination. (iii4) Subject to Section 6During the 18-month period commencing on the Date of Termination, continuation of Company-provided health (including vision and dental, if provided by the Company immediately prior shall continue benefits (other than disability benefits), at the Company’s expense to the Executive and/or the Executive’s family at least equal to those which would have been provided to them under Section 4.5 hereof if the Executive’s employment had not been terminated (without giving effect to any reduction in such benefits subsequent to the Change in ControlControl which reduction constitutes or may constitute Good Reason). (b) and welfare benefits (including executive life insurance coverage, if provided by the The Company shall pay to the Executive immediately prior all legal fees and expenses incurred by the Executive as a result of a termination which entitles the Executive to the Change any payments under Section 6.4 hereof including all such fees and expenses, if any, incurred in Control) for one year, on the terms (contesting or comparable terms) disputing any Notice of Termination under Section 5.3 hereof or in seeking to obtain or enforce any right or benefit provided by the Company to the Executive immediately prior to the Change in ControlSection 6.4 hereof. Health benefits shall be provided through continued coverage under the Company's group health plan, if allowed under the terms of such plan, or by the reimbursement of COBRA continuation coverage premiums paid by the Executive, as determined by the Company; provided, however, if the health plan is self-insured by the Company, then the determination Such payments shall be made by the Executive. Any continuation of group health plan coverage under this paragraph shall run concurrently with the period of required COBRA continuation coverage under the Code. If COBRA continuation coverage is not available, the Company shall reimburse the Executive for premiums for comparable coverage, provided, however, that the reimbursement shall not exceed the greater of within five (i5) two times the annual premium paid by the Company for such coverage at the date of termination or (ii) two times the amount of the COBRA premium under the Company's group health plan for coverage comparable to that elected by the Executive, (A) at the time of the Change of Control or (B) at the time of the required payment, whichever is greater. Welfare benefits (other than health benefits) shall be continued only to the extent permitted under the terms of such plans; (iv) Continuation days after delivery of the Executive's then current car benefit ’s respective written requests for one year in accordance with payment accompanied by such evidence of fees and expenses incurred as the Company car policy in effect at the time of terminationreasonably may require. (vc) Continued coverage, during Any determination by the six (6) years following Executive pursuant to this Section 6.4 that Good Reason exists for the Executive's termination for his actions or omissions as an officer and, if applicable, director of the Company prior to the date of termination of his employment, under any directors and officers liability insurance policy maintained by the Company (or, if the Company does not maintain such a policy, by its affiliates) for its former directors and officers or, at the Company's election, for the current directors and officers. If the Company or its affiliates does not otherwise maintain such a policy, then the Company shall be required to provide the Executive with such a policy, to the extent available. The policy dollar coverage limits of any such policy shall be not less than the policy limit under any Company policy in place within the one (1) year prior to the Executive's ’s termination of employment (and that adequate remedy has not occurred shall be presumed correct and shall govern unless the "Existing Policy") or, if less, party contesting the policy dollar coverage limit determination shows by a clear preponderance of the evidence that can be purchased by the Company for all of its current and former directors and officers at an annual premium equal to two times the Company's annual premium for the Existing Policyit was not a good faith reasonable determination. (d) Subject to Section 11(a) hereofNotwithstanding any dispute concerning whether Good Reason exists for termination of employment or whether adequate remedy has occurred, the Executive's cash severance benefit Company shall immediately pay to the Executive any amounts otherwise due under this Section 4(c)(i) and (ii) shall 6.4. The Executive may be paid in a lump sum cash payment within ten (10) days following required to repay such amounts to the Company if any such dispute is finally determined adversely to the Executive's Termination of Employment, as defined in Section 4. Any payment made later than 10 days following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof) for whatever reason, shall include interest at the prime rate plus two percent, which shall begin accruing on the 10th day following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof). For purposes of this Section 4, "prime rate" shall be determined by reference to the prime rate established by Comerica Bank (or its successor), in effect from time to time commencing on the 10th day following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof). (e) Section 4 of this Agreement The Executive shall terminate upon the first of the following events not be required to occur: (i) Three years from the date hereof if a Change in Control has not occurred within such three-year period; (ii) Termination of the Executive's employment mitigate damages with the Company prior to a Change in Control, provided, however, if there is a Change in Control within six months after the termination of the Executive's employment with the Company, other than a termination due respect to the Executive's death amount of any payment provided under this Section 6.4 by seeking other employment or Disabilityotherwise, an involuntary termination nor shall the amount of any payment provided under this Section 6.4 be reduced by retirement benefits, deferred compensation or any compensation earned by the Company for Cause or Executive as a termination result of employment by the Executive, then the Agreement shall not be deemed to have terminated and the Executive shall be entitled to receive the Change in Control Severance Benefits provided in Section 4, less any Regular Severance Benefits the Executive has been paid under Section 3, in lieu of the severance benefits the Executive is entitled to under Section 3; (iii) The expiration of two years following a Change in Control; (iv) Termination of the Executive's employment with the Company following a Change in Control due to the Executive's death or Disability; (v) Termination of the Executive's employment by the Company for Cause following a Change in Control; or (vi) Termination of employment by the Executive for other than Good Reason following the date of a Change in Control. Unless Section 4 of this Agreement has first terminated under clauses (ii) through (vi) hereof, commencing on the third anniversary of the date of this Agreement, and on each one-year anniversary thereafter, Section 4 of this Agreement shall be extended for one additional year, unless at least 180 days prior to any such anniversary, the Company notifies the Executive in writing that it shall not extend the term of Section 4 of this Agreementanother employer.

Termination of Employment Following a Change in Control. Subject to Section 11(a) hereunder, the Executive shall be entitled to the Change in Control Severance Benefits (as defined in Section 4(c) below) set forth in this Section 4, in lieu of the severance benefits the Executive is entitled to under Section 3 of this Agreement, if there has been a Change in Control and the Executive has incurred a Termination of Employment. The severance benefit provided under this Section 4 is in lieu of cash severance payments offered under the Company's ’s documented severance policy, if any. (a) For purposes of Section 4 of the Agreement, "“Termination of Employment" ” shall be defined as: (i) The Executive's ’s involuntary termination by the Company for any reason other than death, Disability or Cause; provided such termination constitutes a “separation from service” as defined in Code Section 409A; or (ii) The Executive's ’s termination for "“Good Reason," ” defined as the occurrence of any of the following events without the Executive's ’s written consent, if the Executive terminates employment within one (1) year following the occurrence of such event: (A) Any reassignment of the Executive to substantial duties materially inconsistent with the Executive's position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial material diminution in the Executive's position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to the Change in Control; provided that the fact that the Company is no longer a publicly traded company or the Executive no longer has duties and responsibilities associated exclusively with a publicly traded company, such as Securities and Exchange Commission or stock exchange reporting responsibilities or investor or analyst relations responsibilities, shall not be deemed to be a reassignment of the Executive to substantial duties materially inconsistent with the Executive's position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial diminution in the Executive's ’s position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to the Change in Control; (B) Any reduction material diminution in the Executive's ’s base salary or targeted incentive bonus or commissions in effect immediately prior to the Change in Control, or failure by the Company to continue any bonus, stock or other incentive plans in effect immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable award opportunities/benefits), or any removal of the Executive from participation which shall be a reduction in such aforementioned plansbase salary of five (5%) percent or more unless a greater reduction is required by Code Section 409A to constitute an “involuntary separation from service”; (C) The discontinuance or reduction in benefits to the Executive under any qualified or nonqualified retirement or welfare plan maintained by the Company immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits), or the discontinuance of any fringe benefits or other perquisites that the Executive received immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits); (D) Required A material required relocation of the Executive's ’s principal place of employment which shall be a relocation of more than 50 miles from the Executive's ’s place of employment prior to the Change in ControlControl unless a relocation of a greater distance is required by Code Section 409A to constitute an “involuntary separation from service”; or (ED) The Company's ’s breach of any provision in this Agreement, provided that the Company has not cured such breach within 10 days following written notice by the Executive to the Company of such breach. (b) The Executive who believes the Executive is entitled to a Termination of Employment for Good Reason, as defined in Section 4 above, may apply in writing shall provide written notice of the existence of the condition to the Company for confirmation within 90 days after existence of such entitlement prior the condition and shall provide the Company with a period of at least 30 days in which to cure the Executive's actual separation from employment, by following condition and not be required to pay the claims procedure set forth in Section 15 hereofGood Reason severance. The submission of such a request written notification by the Executive shall not constitute "“Cause" ” for the Company to terminate the Executive as defined under Section 2(a) hereof. If the Executive's ’s request for a Good Reason Termination of Employment is denied under both the request and appeal procedures set forth in paragraphs (b) and (c) of Section 15 hereof, then the parties shall use their best efforts to resolve the claim within 90 days after the claim is submitted to arbitration pursuant to Section 15(d). (c) Upon satisfaction of the requirements set forth in Sections 4 or 11(a) hereof and with respect to any one or more Changes in Control that may occur during the term of this Agreement, upon the Executive's ’s execution of a release (in the form attached hereto as Exhibit A) (the “Release”), the Executive shall be entitled to (the "“Change in Control Severance Benefits"”): (i) A cash severance benefit equal to one two times the Executive's ’s current annual base salary, as in effect at the time of the Change in Control; (ii) A prorated portion of the Executive's ’s target bonus for the year of termination, based on the number of days worked in the year of termination; (iii) Subject to Section 6, continuation of Company-provided health benefits for the Executive and his spouse and dependent children under age 26, if provided by the Company to such family members immediately prior to the Change in Control (including vision and dental, if provided by the Company immediately prior to the Change in Control) and welfare benefits (including executive life insurance coverage, if provided by the Company to the Executive immediately prior to the Change in Control) for one yeartwo years or, if earlier, the death of the Executive (the “Change in Control Benefit Continuation Period”), in each case, at the same level and on the comparable terms (or comparable terms) as provided by the Company to the Executive immediately prior to the Change in Control, with the Company paying any monthly premiums otherwise required to be paid by the Executive to continue such coverage. Health benefits provided during the Change in Control Benefit Continuation Period shall be provided through in such a manner that the benefits (including the associated costs and premiums) are excluded from the Executive’s income for federal income tax purposes and, if the Company reasonably determines that providing continued coverage under one or more of the Company's group health plan, if allowed under the terms of such plan, or care benefit plans maintained by the reimbursement of COBRA continuation coverage premiums paid by Company could cause the benefits to be taxable to the Executive, as determined by the Company; provided, however, if the health plan is self-insured by the Company, then the determination shall be made by the Executive. Any continuation of group health plan coverage under this paragraph shall run concurrently with the period of required COBRA continuation coverage under the Code. If COBRA continuation coverage is not available, the Company shall reimburse provide the benefits at the required level through the reimbursement of the Executive for premiums for comparable the purchase of individual insurance coverage, ; provided, however, that the reimbursement Company shall only be required to reimburse premiums for such coverage to the extent the premiums do not exceed the greater of (i) two times the annual premium paid by the Company for such coverage at the date of termination or (ii) two times the amount of the COBRA premium under the Company's ’s group health plan for coverage comparable to that elected by the Executive, (A) at the time of the Change of Control or (B) at the time of the required payment, whichever is greater. Any continuation of group health plan coverage under this paragraph shall run concurrently with the period of required COBRA continuation coverage under the Code. Welfare benefits (other than health benefits) shall be continued only to the extent permitted under the terms of such plans; (iv) Continuation of the Executive's ’s then current car benefit for one year or, if earlier, the death of the Executive, in accordance with the Company car policy in effect at the time of termination. (v) Continued coverage, during the six (6) years following the Executive's ’s termination for his actions or omissions as an officer and, if applicable, director of the Company prior to the date of termination of his employment, under any directors and officers liability insurance policy maintained by the Company (or, if the Company does not maintain such a policy, by its affiliates) for its former directors and officers or, at the Company's ’s election, for the current directors and officers. If the Company or its affiliates does not otherwise maintain such a policy, then the Company shall be required to provide the Executive with such a policy, to the extent available. The policy dollar coverage limits of any such policy shall be not less than the policy limit under any Company policy in place within the one (1) year prior to the Executive's ’s termination of employment (the "“Existing Policy"”) or, if less, the policy dollar coverage limit that can be purchased by the Company for all of its current and former directors and officers at an annual premium equal to two times the Company's ’s annual premium for the Existing Policy. (d) Subject to Section 11(a) hereofhereof and the Code Section 409A limitations set forth below, the Executive's ’s cash severance benefit under Section 4(c)(i) and (ii) shall be paid in a lump sum cash payment within ten (10) days following the Executive's ’s Termination of Employment, as defined in Section 4. Any payment payment, including amounts suspended under Code Section 409A, made later than 10 days following the Executive's ’s Termination of Employment (or applicable due date under this Section 4 or Section 11(a) hereof) for whatever reason, shall include interest at the prime rate Prime Rate plus two percent, which shall begin accruing on the 10th day following the Executive's ’s Termination of Employment (or applicable due date under this Section 4 or Section 11(a) hereof). For purposes Notwithstanding the foregoing, if at the time of this Section 4, "prime rate" shall be determined by reference to the prime rate established by Comerica Bank (or its successor), in effect from time to time commencing on the 10th day following the Executive's Termination of Employment (or the Executive constitutes a “Specified Employee,” as defined in Code Section 409A, commencing at Termination of Employment, the Executive shall receive the benefits that are exempt from Code Section 409A and shall receive the non-exempt payments until attainment of any applicable due date under Code Section 11(a) hereof)409A cap, at which time the remaining non-exempt payments shall be suspended. When a period of six months has lapsed from the Executive’s Termination of Employment or, if earlier, the death of the Executive, any suspended payments shall be aggregated and paid in a lump sum, and the remaining compensation, if any, shall be paid in accordance with its regular schedule. (e) Section 4 of this Agreement shall terminate upon the first of the following events to occur: (i) Three years from the date hereof if a Change in Control has not occurred within such three-year period; (ii) Termination of the Executive's ’s employment with the Company prior to a Change in Control, provided, however, if there is a Change in Control within six months after the termination of the Executive's ’s employment with the Company, other than a termination due to the Executive's ’s death or Disability, an involuntary termination by the Company for Cause or a termination of employment by the ExecutiveExecutive other than for Good Reason, then the Agreement shall not be deemed to have terminated and the Executive shall be entitled to receive the Change in Control Severance Benefits provided in Section 4, less any Regular Severance Benefits the Executive has been paid under Section 3, in lieu of the severance benefits the Executive is entitled to under Section 3; (iii) The expiration of two years following a Change in Control; (iv) Termination of the Executive's ’s employment with the Company following a Change in Control due to the Executive's ’s death or Disability; (v) Termination of the Executive's ’s employment by the Company for Cause following a Change in Control; or (vi) Termination of employment by the Executive for other than Good Reason following the date of a Change in Control. Unless Section 4 of this Agreement has first terminated under clauses (ii) through (vi) hereof, commencing on the third anniversary of the date of this Agreement, and on each one-year anniversary thereafter, Section 4 of this Agreement shall be extended for one additional year, unless at least 180 days prior to any such anniversary, the Company notifies the Executive in writing that it shall not extend the term of Section 4 of this Agreement.

Termination of Employment Following a Change in Control. Subject to Section 11(a) hereunder, the Executive shall be entitled to the Change in Control Severance Benefits (as defined in Section 4(c) below) set forth in this Section 4, in lieu of the severance benefits the Executive is entitled to under Section 3 of this Agreement, if there has been a Change in Control and the Executive has incurred a Termination of Employment. The severance benefit provided under this Section 4 is in lieu of cash severance payments offered under the Company's ’s documented severance policy, if any. (a) For purposes of Section 4 of the Agreement, "“Termination of Employment" ” shall be defined as: (i) The Executive's ’s involuntary termination by the Company for any reason other than death, Disability or Cause; provided such termination constitutes a “separation from service” as defined in Code Section 409A; or (ii) The Executive's ’s termination for "“Good Reason," ” defined as the occurrence of any of the following events without the Executive's ’s written consent, if the Executive terminates employment within one (1) year following the occurrence of such event: (A) Any reassignment of the Executive to substantial duties materially inconsistent with the Executive's position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial material diminution in the Executive's position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to the Change in Control; provided that the fact that the Company is no longer a publicly traded company or the Executive no longer has duties and responsibilities associated exclusively with a publicly traded company, such as Securities and Exchange Commission or stock exchange reporting responsibilities or investor or analyst relations responsibilities, shall not be deemed to be a reassignment of the Executive to substantial duties materially inconsistent with the Executive's position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial diminution in the Executive's ’s position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to the Change in Control; (B) Any reduction material diminution in the Executive's ’s base salary or targeted incentive bonus or commissions in effect immediately prior to the Change in Control, or failure by the Company to continue any bonus, stock or other incentive plans in effect immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable award opportunities/benefits), or any removal of the Executive from participation which shall be a reduction in such aforementioned plansbase salary of five (5%) percent or more unless a greater reduction is required by Code Section 409A to constitute an “involuntary separation from service”; (C) The discontinuance or reduction in benefits to the Executive under any qualified or nonqualified retirement or welfare plan maintained by the Company immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits), or the discontinuance of any fringe benefits or other perquisites that the Executive received immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits); (D) Required A material required relocation of the Executive's ’s principal place of employment which shall be a relocation of more than 50 miles from the Executive's ’s place of employment prior to the Change in ControlControl unless a relocation of a greater distance is required by Code Section 409A to constitute an “involuntary separation from service”; or (ED) The Company's ’s breach of any provision in this Agreement, provided that the Company has not cured such breach within 10 days following written notice by the Executive to the Company of such breach. (b) The Executive who believes the Executive is entitled to a Termination of Employment for Good Reason, as defined in Section 4 above, may apply in writing shall provide written notice of the existence of the condition to the Company for confirmation within 90 days after existence of such entitlement prior the condition and shall provide the Company with a period of at least 30 days in which to cure the Executive's actual separation from employment, by following condition and not be required to pay the claims procedure set forth in Section 15 hereofGood Reason severance. The submission of such a request written notification by the Executive shall not constitute "“Cause" ” for the Company to terminate the Executive as defined under Section 2(a) hereof. If the Executive's ’s request for a Good Reason Termination of Employment is denied under both the request and appeal procedures set forth in paragraphs (b) and (c) of Section 15 hereof, then the parties shall use their best efforts to resolve the claim within 90 days after the claim is submitted to arbitration pursuant to Section 15(d). (c) Upon satisfaction of the requirements set forth in Sections 4 or 11(a) hereof and with respect to any one or more Changes in Control that may occur during the term of this Agreement, upon the Executive's ’s execution of a release (in the form attached hereto as Exhibit A) (the “Release”), the Executive shall be entitled to (the "“Change in Control Severance Benefits"”): (i) A cash severance benefit equal to one times the Executive's ’s current annual base salary, as in effect at the time of the Change in Control; (ii) A prorated portion of the Executive's ’s target bonus for the year of termination, based on the number of days worked in the year of termination; (iii) Subject to Section 6, continuation of Company-provided health (including vision and dental, if provided by the Company immediately prior to the Change in Control) and welfare benefits (including executive life insurance coverage, if provided by the Company to the Executive immediately prior to the Change in Control) for one yearyear or, if earlier, the death of the Executive (the “Change in Control Benefit Continuation Period”), in each case, at the same level and on the comparable terms (or comparable terms) as provided by the Company to the Executive immediately prior to the Change in Control, with the Company paying any monthly premiums otherwise required to be paid by the Executive to continue such coverage. Health benefits provided during the Change in Control Benefit Continuation Period shall be provided through in such a manner that the benefits (including the associated costs and premiums) are excluded from the Executive’s income for federal income tax purposes and, if the Company reasonably determines that providing continued coverage under one or more of the Company's group health plan, if allowed under the terms of such plan, or care benefit plans maintained by the reimbursement of COBRA continuation coverage premiums paid by Company could cause the benefits to be taxable to the Executive, as determined by the Company; provided, however, if the health plan is self-insured by the Company, then the determination shall be made by the Executive. Any continuation of group health plan coverage under this paragraph shall run concurrently with the period of required COBRA continuation coverage under the Code. If COBRA continuation coverage is not available, the Company shall reimburse provide the benefits at the required level through the reimbursement of the Executive for premiums for comparable the purchase of individual insurance coverage, ; provided, however, that the reimbursement Company shall only be required to reimburse premiums for such coverage to the extent the premiums do not exceed the greater of (i) two times the annual premium paid by the Company for such coverage at the date of termination or (ii) two times the amount of the COBRA premium under the Company's ’s group health plan for coverage comparable to that elected by the Executive, (A) at the time of the Change of Control or (B) at the time of the required payment, whichever is greater. Any continuation of group health plan coverage under this paragraph shall run concurrently with the period of required COBRA continuation coverage under the Code. Welfare benefits (other than health benefits) shall be continued only to the extent permitted under the terms of such plans; (iv) Continuation of the Executive's then current car benefit for one year in accordance with the Company car policy in effect at the time of termination. (v) Continued coverage, during the six (6) years following the Executive's ’s termination for his actions or omissions as an officer and, if applicable, director of the Company prior to the date of termination of his employment, under any directors and officers liability insurance policy maintained by the Company (or, if the Company does not maintain such a policy, by its affiliates) for its former directors and officers or, at the Company's ’s election, for the current directors and officers. If the Company or its affiliates does not otherwise maintain such a policy, then the Company shall be required to provide the Executive with such a policy, to the extent available. The policy dollar coverage limits of any such policy shall be not less than the policy limit under any Company policy in place within the one (1) year prior to the Executive's ’s termination of employment (the "“Existing Policy"”) or, if less, the policy dollar coverage limit that can be purchased by the Company for all of its current and former directors and officers at an annual premium equal to two times the Company's ’s annual premium for the Existing Policy. (d) Subject to Section 11(a) hereof, and the Code Section 409A limitations set forth below, the Executive's ’s cash severance benefit under Section 4(c)(i) and (ii) shall be paid in a lump sum cash payment within ten (10) days following the Executive's ’s Termination of Employment, as defined in Section 4. Any payment payment, including amounts suspended under Code Section 409A, made later than 10 days following the Executive's ’s Termination of Employment (or applicable due date under this Section 4 or Section 11(a) hereof) for whatever reason, shall include interest at the prime rate Prime Rate plus two percent, which shall begin accruing on the 10th day following the Executive's ’s Termination of Employment (or applicable due date under this Section 4 or Section 11(a) hereof). For purposes Notwithstanding the foregoing, if at the time of this Section 4, "prime rate" shall be determined by reference to the prime rate established by Comerica Bank (or its successor), in effect from time to time commencing on the 10th day following the Executive's Termination of Employment (or the Executive constitutes a “Specified Employee”, as defined in Code Section 409A, commencing at Termination of Employment, the Executive shall receive the benefits that are exempt from Code Section 409A and shall receive the non-exempt payments until attainment of any applicable due date under Code Section 11(a) hereof)409A cap, at which time the remaining non-exempt payments shall be suspended. When a period of six months has lapsed from the Executive’s Termination of Employment or, if earlier, the death of the Executive, any suspended payments shall be aggregated and paid in a lump sum, and the remaining compensation, if any, shall be paid in accordance with its regular schedule. (e) Section 4 of this Agreement shall terminate upon the first of the following events to occur: (i) Three years from the date hereof if a Change in Control has not occurred within such three-year period; (ii) Termination of the Executive's ’s employment with the Company prior to a Change in Control, provided, however, if there is a Change in Control within six months after the termination of the Executive's ’s employment with the Company, other than a termination due to the Executive's ’s death or Disability, an involuntary termination by the Company for Cause or a termination of employment by the Executive, then the Agreement shall not be deemed to have terminated and the Executive shall be entitled to receive the Change in Control Severance Benefits provided in Section 4, less any Regular Severance Benefits the Executive has been paid under Section 3, in lieu of the severance benefits the Executive is entitled to under Section 3; (iii) The expiration of two years following a Change in Control; (iv) Termination of the Executive's ’s employment with the Company following a Change in Control due to the Executive's ’s death or Disability; (v) Termination of the Executive's ’s employment by the Company for Cause following a Change in Control; or (vi) Termination of employment by the Executive for other than Good Reason following the date of a Change in Control. Unless Section 4 of this Agreement has first terminated under clauses (ii) through (vi) hereof, commencing on the third anniversary of the date of this Agreement, and on each one-year anniversary thereafter, Section 4 of this Agreement shall be extended for one additional year, unless at least 180 days prior to any such anniversary, the Company notifies the Executive in writing that it shall not extend the term of Section 4 of this Agreement.

Termination of Employment Following a Change in Control. Subject to Section 11(a) hereunder, the Executive shall be entitled to the Change in Control Severance Benefits (as defined in Section 4(c) below) set forth in this Section 4, in lieu of 4 and not the severance benefits the Executive is entitled to under Section 3 of this Agreement, if there has been a Change in Control and the Executive has incurred a Termination of Employment. The severance benefit provided under this Section 4 Executive is in lieu of cash not entitled to receive severance payments offered under the Company's ’s documented severance policy, if any. (a) For purposes of Section 4 of the Agreement, "“Termination of Employment" ” shall be defined as: (i) The Executive's ’s involuntary termination by the Company for any reason other than death, Disability or Cause; provided such termination constitutes a “separation from service” as defined in Code Section 409A; or (ii) The Executive's ’s termination for "“Good Reason," ” defined as the occurrence of any of the following events without the Executive's ’s written consent, if the Executive terminates employment within one (1) year following the occurrence of such event: (A) Any reassignment of the Executive to substantial duties materially inconsistent with the Executive's position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial material diminution in the Executive's position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to the Change in Control; provided that the fact that the Company is no longer a publicly traded company or the Executive no longer has duties and responsibilities associated exclusively with a publicly traded company, such as Securities and Exchange Commission or stock exchange reporting responsibilities or investor or analyst relations responsibilities, shall not be deemed to be a reassignment of the Executive to substantial duties materially inconsistent with the Executive's position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial diminution in the Executive's ’s position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to the Change in Control; (B) Any reduction material diminution in the Executive's ’s base salary or targeted incentive bonus or commissions in effect immediately prior to the Change in Control, or failure by the Company to continue any bonus, stock or other incentive plans in effect immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable award opportunities/benefits), or any removal of the Executive from participation which shall be a reduction in such aforementioned plansbase salary of five (5%) percent or more unless a greater reduction is required by Code Section 409A to constitute an “involuntary separation from service”; (C) The discontinuance or reduction in benefits to the Executive under any qualified or nonqualified retirement or welfare plan maintained by the Company immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits), or the discontinuance of any fringe benefits or other perquisites that the Executive received immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits); (D) Required A material required relocation of the Executive's ’s principal place of employment which shall be a relocation of more than 50 miles from the Executive's ’s place of employment prior to the Change in ControlControl unless a relocation of a greater distance is required by Code Section 409A to constitute an “involuntary separation from service”; or (ED) The Company's ’s material breach of any provision in this Agreement, provided that the Company has not cured such breach within 10 days following written notice by the Executive to the Company of such breach. (b) The Executive who believes If the Executive is entitled to a Termination of Employment for believes that Good Reason, as defined in Section 4 aboveabove exists, may apply in writing the Executive shall provide written notice of the existence of the condition to the Company for confirmation within 90 days after the initial existence of such entitlement prior the condition and shall provide the Company with a period of at least 30 days in which to cure the Executive's actual separation from employment, by following condition and not be required to pay the claims procedure set forth in Section 15 hereofGood Reason severance. The submission of such a request written notification by the Executive shall not constitute "“Cause" ” for the Company to terminate the Executive as defined under Section 2(a) hereof. If the Executive's request for condition is not cured within the 30-day period, to receive a Good Reason Termination of Employment is denied under both Employment, the request and appeal procedures set forth in paragraphs (b) and (c) Executive shall terminate employment within 30 days following the expiration of Section 15 hereof, then the parties shall use their best efforts to resolve the claim within 90 days after the claim is submitted to arbitration pursuant to Section 15(d)cure period. (c) Upon satisfaction of the requirements set forth in Sections 4 or 11(a) hereof and with respect to any one or more Changes in Control that may occur during the term of this Agreement, upon the Executive's ’s execution of a release that becomes irrevocable within 60 days following the Executive’s Termination of Employment (in the form attached hereto as Exhibit A) (the “Release”), the Executive shall be entitled to the following severance benefits (the "“Change in Control Severance Benefits"):”) to commence when the Release becomes irrevocable within such 60-day period (subject to the Specified Employee restrictions set forth below) and provided that if the 60-day period spans two calendar years, the benefits shall commence in the second calendar year: (i) A cash severance benefit equal to one times the Executive's ’s current annual base salary, as in effect at the time of the Change in Control; (ii) A prorated portion of the Executive's ’s target bonus for the year of termination, based on the number of days worked in the year of termination; (iii) Subject to Section 6, continuation following the Executive’s election of Company-COBRA and submission of monthly receipts evidencing the Executive’s payment for monthly COBRA coverage for the Executive, the Executive’s spouse and dependent children under age 26, if health coverage at the same level was provided health by the Company to such family members at Termination of Employment (including vision and dental, if provided by as applicable), the Company immediately prior to shall reimburse the Executive for such COBRA payments for one year of coverage, or if earlier, for the period until the death of the Executive (the Change in Control) and Control Benefit Continuation Period”). To the extent permissible under the terms of the Company’s welfare plans, the Company also shall provide the Executive with welfare benefits (including executive life insurance coverage, if provided by the Company to the Executive immediately prior to the Change in Controlat Termination of Employment) for one yearyear or, if earlier, the death of the Executive, in each case, at the same level and on the comparable terms (or comparable terms) as provided by the Company to its employees from time to time during the Executive immediately prior to Benefit Continuation Period, with the Change in Control. Health benefits shall be provided through continued coverage under the Company's group health plan, if allowed under the terms of such plan, Company paying (or by the reimbursement of COBRA continuation coverage premiums paid by reimbursing the Executive, as determined applicable) for any monthly premiums otherwise required to be paid by the Company; provided, however, if the health plan is self-insured by the Company, then the determination shall be made by the ExecutiveExecutive to continue such coverage. Any continuation of group health plan reimbursement for COBRA coverage under this paragraph shall run concurrently with the period of required COBRA continuation coverage under the Code. If COBRA continuation coverage is not available, the Company shall reimburse the Executive for premiums for comparable coverage, provided, however, that the reimbursement shall not exceed the greater of (i) two times the annual premium paid by the Company for such coverage at the date of termination or (ii) two times the amount of the COBRA premium under the Company's group health plan for coverage comparable to that elected by the Executive, (A) at the time of the Change of Control or (B) at the time of the required payment, whichever is greater. Welfare benefits (other than health benefits) shall be continued only to the extent permitted under the terms of such plans; (iv) Continuation of the Executive's ’s then current car benefit for one year or, if earlier, the death of the Executive, in accordance with the Company car policy in effect at the time of termination.; and (v) Continued coverage, during the six (6) years following the Executive's ’s termination for his actions or omissions as an officer and, if applicable, director of the Company prior to the date of termination of his employment, under any directors and officers liability insurance policy maintained by the Company (or, if the Company does not maintain such a policy, by its affiliates) for its former directors and officers or, at the Company's ’s election, for the current directors and officers. If the Company or its affiliates does not otherwise maintain such a policy, then the Company shall be required to provide the Executive with such a policy, to the extent available. The policy dollar coverage limits of any such policy shall be not less than the policy limit under any Company policy in place within the one (1) year prior to the Executive's ’s termination of employment (the "“Existing Policy"”) or, if less, the policy dollar coverage limit that can be purchased by the Company for all of its current and former directors and officers at an annual premium equal to two times the Company's ’s annual premium for the Existing Policy. (d) Subject to Section 11(a) hereof, the Release timing restrictions set forth above and the Code Section 409A Specified Employee limitations set forth below, the Executive's ’s cash severance benefit under Section 4(c)(i) and (ii) shall be paid in a lump sum cash payment within ten (10) days following the Executive's ’s Termination of Employment, as defined in Section 4. Any payment payment, including amounts suspended under Code Section 409A, made later than 10 days following the Executive's ’s Termination of Employment (or applicable due date under this Section 4 or Section 11(a) hereof) for whatever reason, shall include interest at the prime rate Prime Rate plus two percent, which shall begin accruing on the 10th day following the Executive's ’s Termination of Employment (or applicable due date under this Section 4 or Section 11(a) hereof). For purposes Notwithstanding the foregoing, if at the time of this Termination of Employment the Executive constitutes a “Specified Employee,” as defined in Code Section 4409A, "prime rate" shall be determined by reference to the prime rate established by Comerica Bank (or its successor), in effect from time to time commencing on the 10th day following the Executive's at Termination of Employment (or subject to the Release timing requirements set forth above), the Executive shall receive the benefits that are exempt from Code Section 409A and shall receive the non-exempt payments until attainment of any applicable due date under Code Section 11(a) hereof)409A cap, at which time the remaining non-exempt payments shall be suspended. When a period of six months has lapsed from the Executive’s Termination of Employment or, if earlier, the death of the Executive, any suspended payments shall be aggregated and paid in a lump sum on the first day of the next month, and the remaining compensation, if any, shall be paid in accordance with its regular schedule. (e) Section 4 of this Agreement shall terminate upon the first of the following events to occur: (i) Three years from the date hereof if a Change in Control has not occurred within such three-year period; (ii) Termination of the Executive's ’s employment with the Company prior to a Change in Control, ; provided, however, if there is a Change in Control within six months after the termination of the Executive's ’s employment with the Company, other than a termination due to the Executive's ’s death or Disability, an involuntary termination by the Company for Cause or a termination of employment by the ExecutiveExecutive other than for Good Reason, then the Agreement shall not be deemed to have terminated and the Executive shall be entitled to receive the Change in Control Severance Benefits provided in Section 4, less any Regular Severance Benefits the Executive has been paid under Section 3, in lieu of the severance benefits the Executive is entitled to under Section 3; (iii) The expiration of two years following a Change in Control; (iv) Termination of the Executive's ’s employment with the Company following a Change in Control due to the Executive's ’s death or Disability; (v) Termination of the Executive's ’s employment by the Company for Cause following a Change in Control; or (vi) Termination of employment by the Executive for other than Good Reason following the date of a Change in Control. Unless Section 4 of this Agreement has first terminated under clauses (ii) through (vi) hereof, commencing on the third anniversary of the date of this Agreement, and on each one-year anniversary thereafter, Section 4 of this Agreement shall be extended for one additional year, unless at least 180 days prior to any such anniversary, the Company notifies the Executive in writing that it shall not extend the term of Section 4 of this Agreement.

Termination of Employment Following a Change in Control. Subject to Section 11(a) hereunder, the Executive shall be entitled to the Change in Control Severance Benefits (as defined in Section 4(c) below) set forth in this Section 4, in lieu of 4 and not the severance benefits the Executive is entitled to under Section 3 of this Agreement, if there has been a Change in Control and the Executive has incurred a Termination of Employment. The severance benefit provided under this Section 4 Executive is in lieu of cash not entitled to receive severance payments offered under the Company's ’s documented severance policy, if any..  (a) For purposes of Section 4 of the Agreement, "“Termination of Employment" ” shall be defined as::  (i) The Executive's ’s involuntary termination by the Company for any reason other than death, Disability or Cause; orprovided such termination constitutes a “separation from service” as defined in Code Section 409A; or  (ii) The Executive's ’s termination for "“Good Reason," ” defined as the occurrence of any of the following events without the Executive's ’s written consent, if the Executive terminates employment within one (1) year following the occurrence of such event::  (A) Any reassignment of the Executive to substantial duties materially inconsistent with the Executive's position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial material diminution in the Executive's ’s position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to the Change in Control; provided that the fact that the Company is no longer a publicly traded company or the Executive no longer has duties and responsibilities associated exclusively with a publicly traded company, such as Securities and Exchange Commission or stock exchange reporting responsibilities or investor or analyst relations responsibilities, shall not be deemed to be a reassignment of the Executive to substantial duties materially inconsistent with the Executive's position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial diminution in the Executive's position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to the Change in Control; (B) Any reduction material diminution in the Executive's ’s base salary or targeted incentive bonus or commissions in effect immediately prior to the Change in Control, or failure by the Company to continue any bonus, stock or other incentive plans in effect immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable award opportunities/benefits), or any removal of the Executive from participation which shall be a reduction in such aforementioned plans;base salary of five (5%) percent or more unless a greater reduction is required by Code Section 409A to constitute an “involuntary separation from service”;  (C) The discontinuance or reduction in benefits to the Executive under any qualified or nonqualified retirement or welfare plan maintained by the Company immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits), or the discontinuance of any fringe benefits or other perquisites that the Executive received immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits); (D) Required A material required relocation of the Executive's ’s principal place of employment which shall be a relocation of more than 50 miles from the Executive's ’s place of employment prior to the Change in ControlControl unless a relocation of a greater distance is required by Code Section 409A to constitute an “involuntary separation from service”; oror  (ED) The Company's ’s material breach of any provision in this Agreement, provided that the Company has not cured such breach within 10 days following written notice by the Executive to the Company of such breach.Agreement  EXHIBIT 10.44 (b) The Executive who believes If the Executive is entitled to a Termination of Employment for believes that Good Reason, as defined in Section 4 aboveabove exists, may apply in writing the Executive shall provide written notice of the existence of the condition to the Company for confirmation within 90 days after the initial existence of such entitlement prior the condition and shall provide the Company with a period of at least 30 days in which to cure the Executive's actual separation from employment, by following condition and not be required to pay the claims procedure set forth in Section 15 hereofGood Reason severance. The submission of such a request written notification by the Executive shall not constitute "“Cause" ” for the Company to terminate the Executive as defined under Section 2(a) hereof. If the Executive's request for condition is not cured within the 30-day period, to receive a Good Reason Termination of Employment is denied under both Employment, the request and appeal procedures set forth in paragraphs (b) and (c) Executive shall terminate employment within 30 days following the expiration of Section 15 hereof, then the parties shall use their best efforts to resolve the claim within 90 days after the claim is submitted to arbitration pursuant to Section 15(d).cure period.  (c) Upon satisfaction of the requirements set forth in Sections 4 or 11(a) hereof and with respect to any one or more Changes in Control that may occur during the term of this Agreement, upon the Executive's ’s execution of a release that becomes irrevocable within 60 days following the Executive’s Termination of Employment (in the form attached hereto as Exhibit A) (the “Release”), the Executive shall be entitled to the following severance benefits (the "“Change in Control Severance Benefits"):”) to commence when the Release becomes irrevocable within such 60-day period (subject to the Specified Employee restrictions set forth below) and provided that if the 60-day period spans two calendar years, the benefits shall commence in the second calendar year:  (i) A cash severance benefit equal to one times the Executive's ’s current annual base salary, as in effect at the time of the Change in Control;;  (ii) A prorated portion of the Executive's ’s target bonus for the year of termination, based on the number of days worked in the year of termination;;  (iii) Subject to Section 6, continuation following the Executive’s election of Company-COBRA and submission of monthly receipts evidencing the Executive’s payment for monthly COBRA coverage for the Executive, the Executive’s spouse and dependent children under age 26, if health coverage at the same level was provided health by the Company to such family members at Termination of Employment (including vision and dental, if provided by as applicable), the Company immediately prior to shall reimburse the Executive for such COBRA payments for one year of coverage, or if earlier, for the period until the death of the Executive (the Change in Control) and Control Benefit Continuation Period”). To the extent permissible under the terms of the Company’s welfare plans, the Company also shall provide the Executive with welfare benefits (including executive life insurance coverage, if provided by the Company to the Executive immediately prior to the Change in Controlat Termination of Employment) for one yearyear or, if earlier, the death of the Executive, in each case, at the same level and on the comparable terms (or comparable terms) as provided by the Company to its employees from time to time during the Executive immediately prior to Benefit Continuation Period, with the Change in Control. Health benefits shall be provided through continued coverage under the Company's group health plan, if allowed under the terms of such plan, Company paying (or by the reimbursement of COBRA continuation coverage premiums paid by reimbursing the Executive, as determined applicable) for any monthly premiums otherwise required to be paid by the Company; provided, however, if the health plan is self-insured by the Company, then the determination shall be made by the ExecutiveExecutive to continue such coverage. Any continuation of group health plan reimbursement for COBRA coverage under this paragraph shall run concurrently with the period of required COBRA continuation coverage under the Code. If COBRA continuation coverage is not available, the Company shall reimburse the Executive for premiums for comparable coverage, provided, however, that the reimbursement shall not exceed the greater of (i) two times the annual premium paid by the Company for such coverage at the date of termination or (ii) two times the amount of the COBRA premium under the Company's group health plan for coverage comparable to that elected by the Executive, (A) at the time of the Change of Control or (B) at the time of the required payment, whichever is greater. Welfare benefits (other than health benefits) shall be continued only to the extent permitted under the terms of such plans;;  (iv) Continuation of the Executive's ’s then current car benefit for one year or, if earlier, the death of the Executive, in accordance with the Company car policy in effect at the time of termination.; and  (v) Continued coverage, during the six (6) years following the Executive's ’s termination for his actions or omissions as an officer and, if applicable, director of the Company prior to the date of termination of his employment, under any directors and officers liability insurance policy maintained by the Company (or, if the Company does not maintain such a policy, by its affiliates) for its former directors and officers or, at the Company's ’s election, for the current directors and officers. If the Company or its affiliates does not otherwise maintain such a policy, then the Company shall be required to provide the Executive with such a policy, to the extent available. The policy dollar coverage limits of any such policy shall be not less than the policy limit under any Company policy in place within the one (1) year prior to the Executive's ’s termination of employment (the "“Existing Policy"”) or, if less, the policy dollar coverage limit that can be purchased by the Company for all of its current and former directors and officers at an annual premium equal to two times the Company's ’s annual premium for the Existing Policy..  EXHIBIT 10.44 (d) Subject to Section 11(a) hereof, the Release timing restrictions set forth above and the Code Section 409A Specified Employee limitations set forth below, the Executive's ’s cash severance benefit under Section 4(c)(i) and (ii) shall be paid in a lump sum cash payment within ten (10) days following the Executive's ’s Termination of Employment, as defined in Section 4. Any payment payment, including amounts suspended under Code Section 409A, made later than 10 days following the Executive's ’s Termination of Employment (or applicable due date under this Section 4 or Section 11(a) hereof) for whatever reason, shall include interest at the prime rate Prime Rate plus two percent, which shall begin accruing on the 10th day following the Executive's ’s Termination of Employment (or applicable due date under this Section 4 or Section 11(a) hereof). For purposes Notwithstanding the foregoing, if at the time of this Termination of Employment the Executive constitutes a “Specified Employee,” as defined in Code Section 4409A, "prime rate" shall be determined by reference to the prime rate established by Comerica Bank (or its successor), in effect from time to time commencing on the 10th day following the Executive's at Termination of Employment (or subject to the Release timing requirements set forth above), the Executive shall receive the benefits that are exempt from Code Section 409A and shall receive the non-exempt payments until attainment of any applicable due date under Code Section 11(a) hereof).409A cap, at which time the remaining non-exempt payments shall be suspended. When a period of six months has lapsed from the Executive’s Termination of Employment or, if earlier, the death of the Executive, any suspended payments shall be aggregated and paid in a lump sum on the first day of the next month, and the remaining compensation, if any, shall be paid in accordance with its regular schedule.  (e) Section 4 of this Agreement shall terminate upon the first of the following events to occur::  (i) Three years from the date hereof if a Change in Control has not occurred within such three-year period;;  (ii) Termination of the Executive's ’s employment with the Company prior to a Change in Control, ; provided, however, if there is a Change in Control within six months after the termination of the Executive's ’s employment with the Company, other than a termination due to the Executive's ’s death or Disability, an involuntary termination by the Company for Cause or a termination of employment by the ExecutiveExecutive other than for Good Reason, then the Agreement shall not be deemed to have terminated and the Executive shall be entitled to receive the Change in Control Severance Benefits provided in Section 4, less any Regular Severance Benefits the Executive has been paid under Section 3, in lieu of the severance benefits the Executive is entitled to under Section 3;;  (iii) The expiration of two years following a Change in Control;;  (iv) Termination of the Executive's ’s employment with the Company following a Change in Control due to the Executive's ’s death or Disability;;  (v) Termination of the Executive's ’s employment by the Company for Cause following a Change in Control; oror  (vi) Termination of employment by the Executive for other than Good Reason following the date of a Change in Control.  Unless Section 4 of this Agreement has first terminated under clauses (ii) through (vi) hereof, commencing on the third anniversary of the date of this Agreement, and on each one-year anniversary thereafter, Section 4 of this Agreement shall be extended for one additional year, unless at least 180 days prior to any such anniversary, the Company notifies the Executive in writing that it shall not extend the term of Section 4 of this Agreement.. 

Termination of Employment Following a Change in Control. Subject to Section 11(a) hereunder, the Executive shall be entitled to the Change in Control Severance Benefits (as defined in Section 4(c) below) set forth in this Section 4, in lieu of the severance benefits the Executive is entitled to under Section 3 of this Agreement, if there has been a Change in Control and the Executive has incurred a Termination of Employment. The severance benefit provided under this Section 4 is in lieu of cash severance payments offered under the Company's ’s documented severance policy, if any. (a) For purposes of Section 4 of the Agreement, "“Termination of Employment" ” shall be defined as: (i) The Executive's ’s involuntary termination by the Company for any reason other than death, Disability or Cause; provided such termination constitutes a “separation from service” as defined in Code Section 409A; or (ii) The Executive's ’s termination for "“Good Reason," ” defined as the occurrence of any of the following events without the Executive's ’s written consent, if the Executive terminates employment within one (1) year following the occurrence of such event: (A) Any reassignment of the Executive to substantial duties materially inconsistent with the Executive's position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial Material diminution in the Executive's position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to the Change in Control; provided that the fact that the Company is no longer a publicly traded company or the Executive no longer has duties and responsibilities associated exclusively with a publicly traded company, such as Securities and Exchange Commission or stock exchange reporting responsibilities or investor or analyst relations responsibilities, shall not be deemed to be a reassignment of the Executive to substantial duties materially inconsistent with the Executive's position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial diminution in the Executive's ’s position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to the Change in Control; (B) Any reduction material diminution in the Executive's ’s base salary or targeted incentive bonus or commissions in effect immediately prior to the Change in Control, or failure by the Company to continue any bonus, stock or other incentive plans in effect immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable award opportunities/benefits), or any removal of the Executive from participation which shall be a reduction in such aforementioned plansbase salary of five (5%) percent or more unless a greater reduction is required by Code Section 409A to constitute an “involuntary separation from service”; (C) The discontinuance or reduction in benefits to the Executive under any qualified or nonqualified retirement or welfare plan maintained by the Company immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits), or the discontinuance of any fringe benefits or other perquisites that the Executive received immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits); (D) Required A material required relocation of the Executive's ’s principal place of employment which shall be a relocation of more than 50 miles from the Executive's ’s place of employment prior to the Change in ControlControl unless a relocation of a greater distance is required by Code Section 409A to constitute an “involuntary separation from service”; or (ED) The Company's ’s breach of any provision in this Agreement, provided that the Company has not cured such breach within 10 days following written notice by the Executive to the Company of such breach. (b) The Executive who believes the Executive is entitled to a Termination of Employment for Good Reason, as defined in Section 4 above, may apply in writing shall provide written notice of the existence of the condition to the Company for confirmation within 90 days after existence of such entitlement prior the condition and shall provide the Company with a period of at least 30 days in which to cure the Executive's actual separation from employment, by following condition and not be required to pay the claims procedure set forth in Section 15 hereofGood Reason severance. The submission of such a request written notification by the Executive shall not constitute "“Cause" ” for the Company to terminate the Executive as defined under Section 2(a) hereof. If the Executive's ’s request for a Good Reason Termination of Employment is denied under both the request and appeal procedures set forth in paragraphs (b) and (c) of Section 15 hereof, then the parties shall use their best efforts to resolve the claim within 90 days after the claim is submitted to arbitration pursuant to Section 15(d). (c) Upon satisfaction of the requirements set forth in Sections 4 or 11(a) hereof and with respect to any one or more Changes in Control that may occur during the term of this Agreement, upon the Executive's ’s execution of a release (in the form attached hereto as Exhibit A) (the “Release”), the Executive shall be entitled to (the "“Change in Control Severance Benefits"”): (i) A cash severance benefit equal to one times the Executive's ’s current annual base salary, as in effect at the time of the Change in Control; (ii) A prorated portion of the Executive's ’s target bonus for the year of termination, based on the number of days worked in the year of termination; (iii) Subject to Section 6, continuation of Company-provided health (including vision and dental, if provided by the Company immediately prior to the Change in Control) and welfare benefits (including executive life insurance coverage, if provided by the Company to the Executive immediately prior to the Change in Control) for one yearyear or, if earlier, the death of the Executive (the “Change in Control Benefit Continuation Period”), in each case, at the same level and on the comparable terms (or comparable terms) as provided by the Company to the Executive immediately prior to the Change in Control, with the Company paying any monthly premiums otherwise required to be paid by the Executive to continue such coverage. Health benefits provided during the Change in Control Benefit Continuation Period shall be provided through in such a manner that the benefits (including the associated costs and premiums) are excluded from the Executive’s income for federal income tax purposes and, if the Company reasonably determines that providing continued coverage under one or more of the Company's group health plan, if allowed under the terms of such plan, or care benefit plans maintained by the reimbursement of COBRA continuation coverage premiums paid by Company could cause the benefits to be taxable to the Executive, as determined by the Company; provided, however, if the health plan is self-insured by the Company, then the determination shall be made by the Executive. Any continuation of group health plan coverage under this paragraph shall run concurrently with the period of required COBRA continuation coverage under the Code. If COBRA continuation coverage is not available, the Company shall reimburse provide the benefits at the required level through the reimbursement of the Executive for premiums for comparable the purchase of individual insurance coverage, ; provided, however, that the reimbursement Company shall only be required to reimburse premiums for such coverage to the extent the premiums do not exceed the greater of (i) two times the annual premium paid by the Company for such coverage at the date of termination or (ii) two times the amount of the COBRA premium under the Company's ’s group health plan for coverage comparable to that elected by the Executive, (A) at the time of the Change of Control or (B) at the time of the required payment, whichever is greater. Any continuation of group health plan coverage under this paragraph shall run concurrently with the period of required COBRA continuation coverage under the Code. Welfare benefits (other than health benefits) shall be continued only to the extent permitted under the terms of such plans; (iv) Continuation of the Executive's ’s then current car benefit for one year or, if earlier, the death of the Executive, in accordance with the Company car policy in effect at the time of termination. (v) Continued coverage, during the six (6) years following the Executive's ’s termination for his actions or omissions as an officer and, if applicable, director of the Company prior to the date of termination of his employment, under any directors and officers liability insurance policy maintained by the Company (or, if the Company does not maintain such a policy, by its affiliates) for its former directors and officers or, at the Company's ’s election, for the current directors and officers. If the Company or its affiliates does not otherwise maintain such a policy, then the Company shall be required to provide the Executive with such a policy, to the extent available. The policy dollar coverage limits of any such policy shall be not less than the policy limit under any Company policy in place within the one (1) year prior to the Executive's ’s termination of employment (the "“Existing Policy"”) or, if less, the policy dollar coverage limit that can be purchased by the Company for all of its current and former directors and officers at an annual premium equal to two times the Company's ’s annual premium for the Existing Policy. (d) Subject to Section 11(a) hereof, and the Code Section 409A limitations set forth below, the Executive's ’s cash severance benefit under Section 4(c)(i) and (ii) shall be paid in a lump sum cash payment within ten (10) days following the Executive's ’s Termination of Employment, as defined in Section 4. Any payment payment, including amounts suspended under Code Section 409A, made later than 10 days following the Executive's ’s Termination of Employment (or applicable due date under this Section 4 or Section 11(a) hereof) for whatever reason, shall include interest at the prime rate Prime Rate plus two percent, which shall begin accruing on the 10th day following the Executive's ’s Termination of Employment (or applicable due date under this Section 4 or Section 11(a) hereof). For purposes Notwithstanding the foregoing, if at the time of this Section 4, "prime rate" shall be determined by reference to the prime rate established by Comerica Bank (or its successor), in effect from time to time commencing on the 10th day following the Executive's Termination of Employment (or the Executive constitutes a “Specified Employee”, as defined in Code Section 409A, commencing at Termination of Employment, the Executive shall receive the benefits that are exempt from Code Section 409A and shall receive the non-exempt payments until attainment of any applicable due date under Code Section 11(a) hereof)409A cap, at which time the remaining non-exempt payments shall be suspended. When a period of six months has lapsed from the Executive’s Termination of Employment or, if earlier, the death of the Executive, any suspended payments shall be aggregated and paid in a lump sum, and the remaining compensation, if any, shall be paid in accordance with its regular schedule. (e) Section 4 of this Agreement shall terminate upon the first of the following events to occur: (i) Three years from the date hereof if a Change in Control has not occurred within such three-year period; (ii) Termination of the Executive's ’s employment with the Company prior to a Change in Control, provided, however, if there is a Change in Control within six months after the termination of the Executive's ’s employment with the Company, other than a termination due to the Executive's ’s death or Disability, an involuntary termination by the Company for Cause or a termination of employment by the Executive, then the Agreement shall not be deemed to have terminated and the Executive shall be entitled to receive the Change in Control Severance Benefits provided in Section 4, less any Regular Severance Benefits the Executive has been paid under Section 3, in lieu of the severance benefits the Executive is entitled to under Section 3; (iii) The expiration of two years following a Change in Control; (iv) Termination of the Executive's ’s employment with the Company following a Change in Control due to the Executive's ’s death or Disability; (v) Termination of the Executive's ’s employment by the Company for Cause following a Change in Control; or (vi) Termination of employment by the Executive for other than Good Reason following the date of a Change in Control. Unless Section 4 of this Agreement has first terminated under clauses (ii) through (vi) hereof, commencing on the third anniversary of the date of this Agreement, and on each one-year anniversary thereafter, Section 4 of this Agreement shall be extended for one additional year, unless at least 180 days prior to any such anniversary, the Company notifies the Executive in writing that it shall not extend the term of Section 4 of this Agreement.

Termination of Employment Following a Change in Control. Subject to Section 11(a(a) hereunder, the Executive If this Agreement shall be entitled to the Change in Control Severance Benefits (as defined in Section 4(c) below) set forth in this Section 4, in lieu of the severance benefits the Executive is entitled to under Section 3 of this Agreement, if there has been terminated within two years after a Change in Control and the Executive has incurred a Termination of Employment. The severance benefit provided under this Section 4 is in lieu of cash severance payments offered under the Company's documented severance policy, if any. (a) For purposes of Section 4 of the Agreement, "Termination of Employment" shall be defined as: (i) The Executive's involuntary termination by the Company for any reason other than death, Disability or Cause; or (ii) The Executive's termination for "Good Reason," defined as the occurrence of any of the following events without the Executive's written consent, if the Executive terminates employment within one (1) year following the occurrence of such event: (A) Any reassignment of the Executive to substantial duties materially inconsistent with the Executive's position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial diminution in the Executive's position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to the Change in Control; provided that the fact that the Company is no longer a publicly traded company or the Executive no longer has duties and responsibilities associated exclusively with a publicly traded company, such as Securities and Exchange Commission or stock exchange reporting responsibilities or investor or analyst relations responsibilities, shall not be deemed to be a reassignment of the Executive to substantial duties materially inconsistent with the Executive's position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial diminution in the Executive's position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to the Change in Control; (B) Any reduction in the Executive's base salary or targeted incentive bonus or commissions in effect immediately prior to the Change in Control, or failure by the Company to continue any bonus, stock or other incentive plans in effect immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable award opportunities/benefits), or any removal of the Executive from participation in such aforementioned plans; (C) The discontinuance or reduction in benefits to the Executive under any qualified or nonqualified retirement or welfare plan maintained by the Company immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits), or the discontinuance of any fringe benefits or other perquisites that the Executive received immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits); (D) Required relocation of the Executive's principal place of employment more than 50 miles from the Executive's place of employment prior to the Change in Control; or (E) The Company's breach of any provision in this Agreement, provided that the Company has not cured such breach within 10 days following written notice by the Executive to the Company of such breach. (b) The Executive who believes the Executive is entitled to a Termination of Employment for Good Reason, as defined in Section 4 above, may apply in writing to the Company for confirmation of such entitlement prior to the Executive's actual separation from employment, by following the claims procedure set forth in Section 15 hereof. The submission of such a request by the Executive shall not constitute "Cause" for the Company to terminate the Executive as defined under Section 2(a) hereof. If the Executive's request for a Good Reason Termination of Employment is denied under both the request and appeal procedures set forth in paragraphs (b) and (c) of Section 15 hereof, then the parties shall use their best efforts to resolve the claim within 90 days after the claim is submitted to arbitration pursuant to Section 15(d). (c) Upon satisfaction of the requirements set forth in Sections 4 or 11(a) hereof and with respect to any one or more Changes in Control that may occur which occurs during the term of this Agreement, upon provided such termination is by the Executive for Good Reason or by the Company Without Cause (which includes delivery by the Company of a notice of nonrenewal of this Agreement pursuant to Section 3 hereof), in lieu of any obligation the Company may have pursuant to Section 6.3 hereof: (1) The Company shall pay to the Executive in a lump sum in cash within five (5) days after the Date of Termination, if not theretofore paid, the Executive's execution ’s Base Salary (as in effect on the Date of a release (Termination) through the Date of Termination, and in the form attached hereto as Exhibit A)case of compensation previously deferred and bonuses previously earned by the Executive, all amounts of such compensation previously deferred and earned and not yet paid by the Company. (2) The Company shall, promptly upon submission by the Executive of supporting documentation, pay or reimburse to the Executive any costs and expenses paid or incurred by the Executive which would have been payable under Section 4.6 hereof if the Executive’s employment had not terminated. (3) The Company shall be entitled pay to the Executive in a lump sum in cash within five (5) days after the "Change in Control Severance Benefits"): Date of Termination a severance payment equal to one and one-half (1.5) times the sum of (i) A cash severance benefit equal to one times the Executive's current annual base salary, ’s Base Salary (as in effect at the time on Date of the Change in Control; Termination) and (ii) A prorated portion of the Executive's target bonus for ’s most recent Annual Bonus. (4) During the year of termination, based 18-month period commencing on the number Date of days worked in the year of termination; (iii) Subject to Section 6Termination, continuation of Company-provided health (including vision and dental, if provided by the Company immediately prior shall continue benefits (other than disability benefits), at the Company’s expense to the Executive and/or the Executive’s family at least equal to those which would have been provided to them under Section 4.5 hereof if the Executive’s employment had not been terminated (without giving effect to any reduction in such benefits subsequent to the Change in ControlControl which reduction constitutes or may constitute Good Reason). (b) and welfare benefits (including executive life insurance coverage, if provided by the The Company shall pay to the Executive immediately prior all legal fees and expenses incurred by the Executive as a result of a termination which entitles the Executive to the Change any payments under Section 6.4 hereof including all such fees and expenses, if any, incurred in Control) for one year, on the terms (contesting or comparable terms) disputing any Notice of Termination under Section 5.3 hereof or in seeking to obtain or enforce any right or benefit provided by the Company to the Executive immediately prior to the Change in ControlSection 6.4 hereof. Health benefits shall be provided through continued coverage under the Company's group health plan, if allowed under the terms of such plan, or by the reimbursement of COBRA continuation coverage premiums paid by the Executive, as determined by the Company; provided, however, if the health plan is self-insured by the Company, then the determination Such payments shall be made by the Executive. Any continuation of group health plan coverage under this paragraph shall run concurrently with the period of required COBRA continuation coverage under the Code. If COBRA continuation coverage is not available, the Company shall reimburse the Executive for premiums for comparable coverage, provided, however, that the reimbursement shall not exceed the greater of within five (i5) two times the annual premium paid by the Company for such coverage at the date of termination or (ii) two times the amount of the COBRA premium under the Company's group health plan for coverage comparable to that elected by the Executive, (A) at the time of the Change of Control or (B) at the time of the required payment, whichever is greater. Welfare benefits (other than health benefits) shall be continued only to the extent permitted under the terms of such plans; (iv) Continuation days after delivery of the Executive's then current car benefit ’s respective written requests for one year in accordance with payment accompanied by such evidence of fees and expenses incurred as the Company car policy in effect at the time of terminationreasonably may require. (vc) Continued coverage, during Any determination by the six (6) years following Executive pursuant to this Section 6.4 that Good Reason exists for the Executive's termination for his actions or omissions as an officer and, if applicable, director of the Company prior to the date of termination of his employment, under any directors and officers liability insurance policy maintained by the Company (or, if the Company does not maintain such a policy, by its affiliates) for its former directors and officers or, at the Company's election, for the current directors and officers. If the Company or its affiliates does not otherwise maintain such a policy, then the Company shall be required to provide the Executive with such a policy, to the extent available. The policy dollar coverage limits of any such policy shall be not less than the policy limit under any Company policy in place within the one (1) year prior to the Executive's ’s termination of employment (and that adequate remedy has not occurred shall be presumed correct and shall govern unless the "Existing Policy") or, if less, party contesting the policy dollar coverage limit determination shows by a clear preponderance of the evidence that can be purchased by the Company for all of its current and former directors and officers at an annual premium equal to two times the Company's annual premium for the Existing Policyit was not a good faith reasonable determination. (d) Subject to Section 11(a) hereofNotwithstanding any dispute concerning whether Good Reason exists for termination of employment or whether adequate remedy has occurred, the Executive's cash severance benefit Company shall immediately pay to the Executive any amounts otherwise due under this Section 4(c)(i) and (ii) shall 6.4. The Executive may be paid in a lump sum cash payment within ten (10) days following required to repay such amounts to the Company if any such dispute is finally determined adversely to the Executive's Termination of Employment, as defined in Section 4. Any payment made later than 10 days following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof) for whatever reason, shall include interest at the prime rate plus two percent, which shall begin accruing on the 10th day following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof). For purposes of this Section 4, "prime rate" shall be determined by reference to the prime rate established by Comerica Bank (or its successor), in effect from time to time commencing on the 10th day following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof). (e) Section 4 of this Agreement The Executive shall terminate upon the first of the following events not be required to occur: (i) Three years from the date hereof if a Change in Control has not occurred within such three-year period; (ii) Termination of the Executive's employment mitigate damages with the Company prior to a Change in Control, provided, however, if there is a Change in Control within six months after the termination of the Executive's employment with the Company, other than a termination due respect to the Executive's death amount of any payment provided under this Section 6.4 by seeking other employment or Disabilityotherwise, an involuntary termination nor shall the amount of any payment provided under this Section 6.4 be reduced by retirement benefits, deferred compensation or any compensation earned by the Company for Cause or Executive as a termination result of employment by the Executive, then the Agreement shall not be deemed to have terminated and the Executive shall be entitled to receive the Change in Control Severance Benefits provided in Section 4, less any Regular Severance Benefits the Executive has been paid under Section 3, in lieu of the severance benefits the Executive is entitled to under Section 3; (iii) The expiration of two years following a Change in Control; (iv) Termination of the Executive's employment with the Company following a Change in Control due to the Executive's death or Disability; (v) Termination of the Executive's employment by the Company for Cause following a Change in Control; or (vi) Termination of employment by the Executive for other than Good Reason following the date of a Change in Control. Unless Section 4 of this Agreement has first terminated under clauses (ii) through (vi) hereof, commencing on the third anniversary of the date of this Agreement, and on each one-year anniversary thereafter, Section 4 of this Agreement shall be extended for one additional year, unless at least 180 days prior to any such anniversary, the Company notifies the Executive in writing that it shall not extend the term of Section 4 of this Agreementanother employer.