Common use of Termination of Employment Without Cause Clause in Contracts

Termination of Employment Without Cause. Notwithstanding any --------------------------------------- provision to the contrary herein, the Company may at any time, in its sole and absolute discretion and for any or no reason, terminate the employment of the Employee hereunder (change of control of 50% or more of the voting shares of company, through sale, merger, consolidation, or other transaction, shall constitute termination without cause at the election of the Employee) PROVIDED, that if such termination is not a Termination With Cause, the Company shall pay and/or provide the Employee as follows: (a) any accrued but unpaid Base Salary as of the date of the termination as and when such amount is due and payable hereunder. (b) provided Employee has not accepted employment with another employer (as provided below), Employer shall pay monthly to Employee one-twelfth (1/12) of the Base Salary in effect as of the date of such termination (the "Severance Payments") for a period of twelve (12) months (the "Severance Period"), with the first payment being made on the thirtieth (30th) day following such date of termination and with each subsequent payment being made on the same day of each successive month. The obligation of the Company to provide the Benefits shall continue for twelve months following the date of such termination or expiration without offer of renewal, PROVIDED, that the Company may, at its option, pay for and acquire insurance which will provide to Employee the Benefits for the duration of the Severance Period. Notwithstanding the foregoing paragraph (b), the Severance Period, Severance Payments and the provision of Benefits shall terminate when (i) the Employee has secured new employment with a base salary equal to or greater than the Base Salary in effect as of the date of termination. If the Employee accepts new employment with a base salary (the "New Salary") less than the Base Salary in effect as of the date of termination and the Severance Period set forth above has not expired, the Company, in lieu of the remaining Severance Payments to be made, shall pay the Employee the difference between the total amount of the remaining Severance Payments due and the total amount of New Salary payable during the remaining applicable Severance Period. (c) a cash payment immediately upon the date of termination equal to the Employee's Base Salary on a daily basis (computed on a 260 workday year) in effect on the date of termination multiplied by the number of accrued and unused vacation days at the date of termination. (d) Restricted stock and such Additional Shares as required to make employee stock equal to 5% of the shares then outstanding will vest upon termination. (e) The provisions of article 5 below will not apply unless Employee is being paid a salary pursuant to this agreement.

Termination of Employment Without Cause. Notwithstanding any --------------------------------------- provision to the contrary herein, the Company may at any timetime upon written notice to the Employee, in its sole and absolute discretion and for any or no reason, terminate the employment of the Employee hereunder (change of control of 50% or more of the voting shares of company, through sale, merger, consolidation, or other transaction, shall constitute termination without cause at the election of the Employee) PROVIDEDCause; provided, that if such termination is not a Termination With Cause, the Company shall pay and/or provide the Employee as follows: (a) within ten (10) days following the Termination Date, any accrued but unpaid Base Salary as of the date Termination Date; (b) the Employee's Base Salary until the end of the termination Scheduled Term (as hereinafter defined) as and when such amount is due and payable hereunder. (b) provided Employee has not accepted employment with another employer (as provided below), Employer shall pay monthly to Employee one-twelfth (1/12) of the Base Salary in effect as would have been paid had the termination of the date of such termination (the "Severance Payments") for a period of twelve (12) months (the "Severance Period"), with the first payment being made on the thirtieth (30th) day following such date of termination and with each subsequent payment being made on the same day of each successive month. The obligation of the Company to provide the Benefits shall continue for twelve months following the date of such termination or expiration without offer of renewal, PROVIDED, that the Company may, at its option, pay for and acquire insurance which will provide to Employee the Benefits for the duration of the Severance Period. Notwithstanding the foregoing paragraph (b), the Severance Period, Severance Payments and the provision of Benefits shall terminate when (i) the Employee has secured new employment with a base salary equal to or greater than the Base Salary in effect as of the date of termination. If the Employee accepts new employment with a base salary (the "New Salary") less than the Base Salary in effect as of the date of termination and the Severance Period set forth above has not expired, the Company, in lieu of the remaining Severance Payments to be made, shall pay the Employee the difference between the total amount of the remaining Severance Payments due and the total amount of New Salary payable during the remaining applicable Severance Period.taken place; (c) the Employee's Incentive Compensation until the end of the Scheduled Term (if any would have been due and payable to him under Section 2.02), as and when such Incentive Compensation would have been paid had the termination of employment not taken place; (d) within ten (10) days following the Termination Date, a cash payment immediately upon the date of termination equal to the Employee's Base Salary on a daily basis (computed on a 260 workday 365-day year) in effect on the date of termination Termination Date, multiplied by the number of accrued and unused vacation days at the date of termination. (d) Restricted stock and such Additional Shares as required to make employee stock equal to 5% of the shares then outstanding will vest upon termination.Termination Date; (e) The provisions within ten (10) days following the Termination Date, any accrued but unpaid expenses incurred by the Employee as of article 5 below will not apply unless the Termination Date in accordance with Section 3.02 hereof; (f) within ten (10) days following the Termination Date, any accrued and unpaid benefits to which the Employee is being paid a salary may be entitled pursuant to this agreementSection 3.01 hereof; (g) within ten (10) days following the Termination Date, any other accrued and unpaid compensation payable to the Employee as of the Termination Date, the amount of which has already been calculated as of the Termination Date in accordance with the terms hereof; and (h) within ten (10) days following the date after the Termination Date as of which it is calculated in accordance with the terms hereof, any other accrued and unpaid compensation payable to the Employee as of the Termination Date.

Termination of Employment Without Cause. Notwithstanding any --------------------------------------- provision to In the contrary herein, event that the Company may at any time, in its sole and absolute discretion and for any or no reason, terminate the terminates Employee's employment of the Employee hereunder (change of control of 50% or more of the voting shares of company, through sale, merger, consolidation, or other transaction, shall constitute termination without cause at the election of the Employee) PROVIDED, that if such termination is not a Termination With Without Cause, the Company Employee shall pay and/or provide be entitled to receive his then-current Compensation and Benefits for the remainder of the Term of this Agreement; PROVIDED, however, that the Employee as follows: is and at all times hereunder remains in compliance with Paragraphs 13 and 14 hereof. For purposes of this Paragraph, the term "Compensation" shall also include the payment (a) any accrued but unpaid Base Salary as in a lump sum at the end of such year or in equal monthly installments over the course of the date of next succeeding year, at the termination as Company's election and when such amount is due and payable hereunder. (b) provided Employee has not accepted employment with another employer (as provided below), Employer shall pay monthly to Employee one-twelfth (1/12in either case without interest) of the Base Salary in effect as pro-rated amount of the bonus, if any, that Employee would receive for the calendar year in which this Event of Termination occurs as determined under the Company's Annual Incentive Plan as established by the Committee in advance for that calendar year; such amount to be pro-rated by multiplying the amount of such bonus for the full year by a fraction the numerator of which is the number of months worked by the Employee during that calendar year through the effective date of such termination (this Event of Termination and the "Severance Payments") for a period denominator of twelve (which is 12) months (the "Severance Period"), with the first payment being . Such payments shall be made on the thirtieth (30th) day following Company's normal payroll schedule, EXCEPT THAT at any time during such date of termination and with each subsequent period, Employee may give notice to the Company or an Acquiring Entity, as the case may be, requesting payment being made on the same day of each successive month. The obligation of the remaining amount of his Compensation and Benefits in a lump sum payment, which request the Company or the Acquiring Entity may, at their sole discretion, agree to provide or reject. If this request is agreed to by the Benefits Company or the Acquiring Entity, as the case may be, then such lump sum payment shall continue for twelve months be paid to Employee within 30 days following the date receipt of such termination or expiration without offer notice, subject to the Company's receipt of renewalan executed release from Employee, PROVIDEDsubstantially in the form attached as Exhibit A hereto, that prior to the payment of any such lump sum payment. In any event, should Employee commence other employment within such period, he shall promptly notify the Company may, or the Acquiring Entity of such event and the Company or the Acquiring Entity may at its option, pay for and acquire insurance which will provide to Employee the Benefits for the duration within 30 days following receipt of the Severance Period. Notwithstanding the foregoing paragraph (b)such notice, the Severance Period, Severance Payments and the provision of Benefits shall terminate when (i) the Employee has secured new employment with a base salary equal to or greater than the Base Salary in effect as of the date of termination. If the Employee accepts new employment with a base salary (the "New Salary") less than the Base Salary in effect as of the date of termination and the Severance Period set forth above has not expired, the Company, in lieu of the remaining Severance Payments to be made, shall pay the Employee the difference between the total remaining amount of the remaining Severance Payments due his Compensation and the total amount of New Salary payable during the remaining applicable Severance Period. (c) Benefits in a cash payment immediately upon the date of termination equal to the lump sum payment. If Employee's Base Salary on employment is Terminated Without Cause at any time within one year following a daily basis (computed on Change in Control, such termination shall automatically be deemed to be a 260 workday yearTermination in the Event of a Change in Control, and Employee shall be entitled to all rights set forth in Paragraph 10 hereof. If Employee should commence other employment with an entity that the Company deems a competitor as described in subparagraph 13(c) in effect on below, then the date Company shall have the right to stop further payment of termination multiplied by the number of accrued any and unused vacation days at the date of terminationall Compensation and Benefits that may be payable to Employee hereunder. (d) Restricted stock and such Additional Shares as required to make employee stock equal to 5% of the shares then outstanding will vest upon termination. (e) The provisions of article 5 below will not apply unless Employee is being paid a salary pursuant to this agreement.

Termination of Employment Without Cause. Notwithstanding any --------------------------------------- provision If the Company terminates the Executive’s employment without Cause, other than a termination constituting a Change in Control Termination or a termination due to his Disability, the Executive shall be entitled to the contrary hereinfollowing: (a) payment of (i) his base salary, paid bi-weekly, for a two-year period commencing on the termination date, such salary to be paid at a rate equal, on an annualized basis, to the highest annual salary (excluding any bonuses) in effect with respect to the Executive during the six-month period immediately preceding the termination date, and (ii) an aggregate amount equal to two times the target annual cash incentive award for which the Executive is eligible for the fiscal year in which the termination date occurs, paid in equal bi-weekly installments for a two-year period commencing on the termination date, the Company may at any timefirst payment of which shall (x) be made within forty-five (45) days following the termination date, and (y) include all amounts then due under this clause (a) that have not yet been paid; and (b) continued participation in its sole the Company’s medical, dental, vision and absolute discretion basic life insurance benefit plans (the “Benefit Plans”), subject to the terms and for any or no reason, terminate the employment conditions of the Employee hereunder (change respective plans and applicable law, for a period of control of 50% or more two years following the termination date; provided that, to the extent that any of the voting shares of company, through sale, merger, consolidation, or other transaction, shall constitute termination without cause at the election Benefit Plans does not permit such continuation of the Employee) PROVIDED, that if Executive’s participation following his termination or any such termination plan is not a Termination With Causeterminated, the Company shall pay the Executive an amount which is sufficient for him to purchase equivalent benefits, such amount to be paid quarterly in advance; provided further, however, that to the extent the Executive becomes eligible to receive medical, dental, vision and/or provide basic life insurance benefits under a plan provided by another employer, the Employee as follows: (a) any accrued but unpaid Base Salary Executive’s entitlement to participate in the corresponding Benefit Plans or to receive such corresponding alternate payments shall cease as of the date of the termination as Executive is eligible to participate in such other plan, and when such amount is due and payable hereunder. (b) provided Employee has not accepted employment with another employer (as provided below), Employer the Executive shall pay monthly to Employee one-twelfth (1/12) of the Base Salary in effect as of the date of such termination (the "Severance Payments") for a period of twelve (12) months (the "Severance Period"), with the first payment being made on the thirtieth (30th) day following such date of termination and with each subsequent payment being made on the same day of each successive month. The obligation of promptly notify the Company to provide the Benefits shall continue for twelve months following the date of his eligibility under such termination or expiration without offer of renewal, PROVIDED, that the Company may, at its option, pay for and acquire insurance which will provide to Employee the Benefits for the duration of the Severance Period. Notwithstanding the foregoing paragraph (b), the Severance Period, Severance Payments and the provision of Benefits shall terminate when (i) the Employee has secured new employment with a base salary equal to or greater than the Base Salary in effect as of the date of termination. If the Employee accepts new employment with a base salary (the "New Salary") less than the Base Salary in effect as of the date of termination and the Severance Period set forth above has not expired, the Company, in lieu of the remaining Severance Payments to be made, shall pay the Employee the difference between the total amount of the remaining Severance Payments due and the total amount of New Salary payable during the remaining applicable Severance Periodplan. (c) a cash payment immediately upon the date of termination equal to the Employee's Base Salary on a daily basis (computed on a 260 workday year) in effect on the date of termination multiplied by the number of accrued and unused vacation days at the date of termination. (d) Restricted stock and such Additional Shares as required to make employee stock equal to 5% of the shares then outstanding will vest upon termination. (e) The provisions of article 5 below will not apply unless Employee is being paid a salary pursuant to this agreement.”

Termination of Employment Without Cause. Notwithstanding any --------------------------------------- provision to the contrary herein, the Company may at any timetime upon written notice to the Employee, in its sole and absolute discretion and for any or no reason, terminate the employment of the Employee hereunder (change of control of 50% or more of the voting shares of company, through sale, merger, consolidation, or other transaction, shall constitute termination without cause at the election of the Employee) PROVIDEDCause; provided, that if such termination is not a Termination With Cause, the Company shall pay and/or provide the Employee as follows: (a) within ten (10) days following the Termination Date, any accrued but unpaid Base Salary as of the date Termination Date; (b) the Employee's Base Salary until the end of the termination Scheduled Term (as hereinafter defined) as and when such amount is due and payable hereunder. (b) provided Employee has not accepted employment with another employer (as provided below), Employer shall pay monthly to Employee one-twelfth (1/12) of the Base Salary in effect as would have been paid had the termination of the date of such termination (the "Severance Payments") for a period of twelve (12) months (the "Severance Period"), with the first payment being made on the thirtieth (30th) day following such date of termination and with each subsequent payment being made on the same day of each successive month. The obligation of the Company to provide the Benefits shall continue for twelve months following the date of such termination or expiration without offer of renewal, PROVIDED, that the Company may, at its option, pay for and acquire insurance which will provide to Employee the Benefits for the duration of the Severance Period. Notwithstanding the foregoing paragraph (b), the Severance Period, Severance Payments and the provision of Benefits shall terminate when (i) the Employee has secured new employment with a base salary equal to or greater than the Base Salary in effect as of the date of termination. If the Employee accepts new employment with a base salary (the "New Salary") less than the Base Salary in effect as of the date of termination and the Severance Period set forth above has not expired, the Company, in lieu of the remaining Severance Payments to be made, shall pay the Employee the difference between the total amount of the remaining Severance Payments due and the total amount of New Salary payable during the remaining applicable Severance Period.taken place; (c) the Employee's Incentive Compensation until the end of the Scheduled Term (if any would have been due and payable to him under Section 2.2 hereof), as and when such Incentive Compensation would have been paid had the termination of employment not taken place; (d) within ten (10) days following the Termination Date, a cash payment immediately upon the date of termination equal to the Employee's Base Salary on a daily basis (computed on a 260 workday 365-day year) in effect on the date of termination Termination Date, multiplied by the number of accrued and unused vacation days at the date of termination. (d) Restricted stock and such Additional Shares as required to make employee stock equal to 5% of the shares then outstanding will vest upon termination.Termination Date; (e) The provisions within ten (10) days following the Termination Date, any accrued but unpaid expenses incurred by the Employee as of article 5 below will not apply unless the Termination Date in accordance with Section 3.2 hereof; (f) within ten (10) days following the Termination Date, any accrued and unpaid benefits to which the Employee is being paid a salary may be entitled pursuant to this agreementSection 3.1 hereof; (g) within ten (10) days following the Termination Date, any other accrued and unpaid compensation payable to the Employee as of the Termination Date, the amount of which has already been calculated as of the Termination Date in accordance with the terms hereof; and (h) within ten (10) days following the date after the Termination Date as of which it is calculated in accordance with the terms hereof, any other accrued and unpaid compensation payable to the Employee as of the Termination Date.

Termination of Employment Without Cause. Notwithstanding any provision --------------------------------------- provision to the contrary herein, the Company may at any time, in its sole and absolute discretion and for any or no reason, terminate the employment of the Employee hereunder (change of control of 50% or more of the voting shares of company, through sale, merger, consolidation, or other transaction, shall constitute termination without cause at the election of the Employee) PROVIDED, that if such termination is not a Termination With Cause, the Company shall pay and/or provide the Employee as follows: (a) any accrued but unpaid Base Salary as of the date of the termination as and when such amount is due and payable hereunder. (b) provided Employee has not accepted employment with another employer (as provided below), Employer shall pay monthly to Employee one-twelfth (1/12) of the Base Salary in effect as of the date of such termination (the "Severance Payments") for a period of twelve (12) months (the "Severance Period"), with the first payment being made on the thirtieth (30th) day following such date of termination and with each subsequent payment being made on the same day of each successive month. The obligation of the Company to provide the Benefits shall continue for twelve months following the date of such termination or expiration without offer of renewal, PROVIDED, that the Company may, at its option, pay for and acquire insurance which will provide to Employee the Benefits for the duration of the Severance Period. Notwithstanding the foregoing paragraph (b), the Severance Period, Severance Payments and the provision of Benefits shall terminate when (i) the Employee has secured new employment with a base salary equal to or greater than the Base Salary in effect as of the date of termination. If the Employee accepts new employment with a base salary (the "New Salary") less than the Base Salary in effect as of the date of termination and the Severance Period set forth above has not expired, the Company, in lieu of the remaining Severance Payments to be made, shall pay the Employee the difference between the total amount of the remaining Severance Payments due and the total amount of New Salary payable during the remaining applicable Severance Period. (c) a cash payment immediately upon the date of termination equal to the Employee's Base Salary on a daily basis (computed on a 260 workday year) in effect on the date of termination multiplied by the number of accrued and unused vacation days at the date of termination. (d) Restricted stock and such Additional Shares as required to make employee stock equal to 5% of the shares then outstanding will vest upon termination. (e) The provisions of article 5 below will not apply unless Employee is being paid a salary pursuant to this agreement.

Termination of Employment Without Cause. Notwithstanding 8.1 Upon any --------------------------------------- provision termination of Executive’s employment (i) by the Company without “Cause” as hereafter defined, or (ii) by Executive for “Good Reason” as hereinafter defined(each, a “Section 8 Termination”), Executive shall be entitled to receive an amount equal to the contrary hereinSeverance Payment (the “Section 8 Severance Payment”). 8.2 The Section 8 Severance Payment shall be paid to Executive not later than 45 days after the Section 8 Termination; provided, however, that in the event that at the time of any such Termination (i)the Company has securities that are publicly traded on an “established securities market”, and (ii) Executive is a “specified employee” of the Company may at any time, (in its sole and absolute discretion and for any or no reason, terminate the employment each case as such quoted terms are defined in Section 409A of the Employee hereunder (change of control of 50% Code or more of the voting shares of company, through sale, merger, consolidation, or other transaction, shall constitute termination without cause at the election of the Employee) PROVIDED, that if such termination is not a Termination With Causerules and regulations issued thereunder), the Company shall pay and/or provide delay any Section 8 Severance Payment due to Executive to the Employee as follows: date that is six months plus one day (athe “Delayed Payment Date”) after such Termination, it being understood that any accrued but unpaid Base Salary as payment so delayed shall be paid to Executive in a lump sum and without interest on the Delayed Payment Date; provided, however, that such payment shall be so delayed only to the extent necessary to prevent any accelerated or additional tax under Section 409A of the date Code. The Section 8 Severance Payment shall constitute liquidated damages and not a penalty, and Executive shall not be obligated to seek employment to mitigate his damages; nor shall any compensation Executive receives from any party subsequent to such Termination be an offset to the amount of such payment. The Section 8 Severance Payment is in addition to and not in lieu of any Retirement Benefit to which Executive is entitled under the termination as and when such amount is due and payable hereunderprovisions of Section 9 below. 8.3 As used herein, the term “Cause” shall mean:(i) Executive’s deliberate and intentional refusal (bexcept by reason of incapacity due to mental or physical illness or disability) provided Employee has not accepted employment with another employer (as provided below), Employer shall pay monthly to Employee one-twelfth (1/12) of the Base Salary in effect as of the date of such termination (the "Severance Payments") for a period of twelve (12) months (the "Severance Period"), comply with the first payment being made on provisions of Section 3.1 of this Agreement relating to the thirtieth (30th) day following such date of termination time and with each subsequent payment being made on effort to be devoted by Executive to the same day of each successive month. The obligation business and affairs of the Company to provide the Benefits shall continue after demand for twelve months following the date of such termination or expiration without offer of renewal, PROVIDED, that performance by the Company maythat specifically identifies the manner in which the Company alleges Executive has not performed his duties, at its option(ii) Executive’s proven dishonesty with respect to the Company, pay for and acquire insurance which will provide disloyalty, Executive’s gross negligence or willful misconduct which, in any case, results in demonstrable material harm to Employee the Benefits for Company, (iii) the duration breach by Executive of his covenant not to compete contained in Section 10.4 hereof, (iv) the continuing breach of any of the Severance Periodother covenants on Executive’s part herein set forth resulting in, or which may reasonably be expected to result in a substantial adverse effect on the Company, or (v) Executive’s conviction of a crime involving moral turpitude. Notwithstanding “Good Reason” shall mean a termination by Executive (A) pursuant to the foregoing paragraph provisions of Section 1.1 or (b)B) as a result of a material breach by the Company of any of the Company’s material obligations under this Agreement, the Severance Period, Severance Payments and the provision of Benefits shall terminate when provided that (i) Executive gives notice of such condition to the Employee has secured new employment with a base salary equal to or greater than Company within 90 days after the Base Salary in effect as initial existence of the date of termination. If condition, which notice gives the Employee accepts new employment with a base salary Company 30 days within which to cure the condition and (ii) the "New Salary") less than the Base Salary in effect as of the date of termination and the Severance Period set forth above has condition is not expired, the Company, in lieu of the remaining Severance Payments to be made, shall pay the Employee the difference between the total amount of the remaining Severance Payments due and the total amount of New Salary payable during the remaining applicable Severance Periodcured within such 30-day period. (c) a cash payment immediately upon the date of termination equal to the Employee's Base Salary on a daily basis (computed on a 260 workday year) in effect on the date of termination multiplied by the number of accrued and unused vacation days at the date of termination. (d) Restricted stock and such Additional Shares as required to make employee stock equal to 5% of the shares then outstanding will vest upon termination. (e) The provisions of article 5 below will not apply unless Employee is being paid a salary pursuant to this agreement.

Termination of Employment Without Cause. Notwithstanding any --------------------------------------- provision to the contrary herein, the Company may at any timetime upon written notice to the Employee, in its sole and absolute discretion and for any or no reason, terminate the employment of the Employee hereunder (change of control of 50% or more of the voting shares of company, through sale, merger, consolidation, or other transaction, shall constitute termination without cause at the election of the Employee) PROVIDEDCause; provided, that if such termination is not a Termination With Cause, the Company shall pay and/or provide the Employee as follows: (a) within ten (10) days following the Termination Date, any accrued but unpaid Base Salary as of the date Termination Date; (b) the Employee's Base Salary until the end of the termination Scheduled Term (as hereinafter defined) as and when such amount is due and payable hereunder. (b) provided Employee has not accepted employment with another employer (as provided below), Employer shall pay monthly to Employee one-twelfth (1/12) of the Base Salary in effect as would have been paid had the termination of the date of such termination (the "Severance Payments") for a period of twelve (12) months (the "Severance Period"), with the first payment being made on the thirtieth (30th) day following such date of termination and with each subsequent payment being made on the same day of each successive month. The obligation of the Company to provide the Benefits shall continue for twelve months following the date of such termination or expiration without offer of renewal, PROVIDED, that the Company may, at its option, pay for and acquire insurance which will provide to Employee the Benefits for the duration of the Severance Period. Notwithstanding the foregoing paragraph (b), the Severance Period, Severance Payments and the provision of Benefits shall terminate when (i) the Employee has secured new employment with a base salary equal to or greater than the Base Salary in effect as of the date of termination. If the Employee accepts new employment with a base salary (the "New Salary") less than the Base Salary in effect as of the date of termination and the Severance Period set forth above has not expired, the Company, in lieu of the remaining Severance Payments to be made, shall pay the Employee the difference between the total amount of the remaining Severance Payments due and the total amount of New Salary payable during the remaining applicable Severance Period.taken place; (c) the Employee's Incentive Compensation until the end of the Scheduled Term (if any would have been due and payable to him under Section 2.02), as and when such Incentive Compensation would have been paid had the termination of employment not taken place; (d) within ten (10) days following the Termination Date, a cash payment immediately upon the date of termination equal to the Employee's Base Salary on a daily basis (computed on a 260 workday 365-day year) in effect on the date of termination Termination Date, multiplied by the number of accrued and unused vacation days at the date of termination. (d) Restricted stock and such Additional Shares as required to make employee stock equal to 5% of the shares then outstanding will vest upon termination.Termination Date; (e) The provisions within ten (10) days following the Termination Date, any accrued but unpaid expenses incurred by the Employee as of article 5 below will not apply unless the Termination Date in accordance with Section 3.02 hereof; (f) within ten (10) days following the Termination Date, any accrued and unpaid benefits to which the Employee may be entitled pursuant to Section 3.01 hereof; (g) within ten (10) days following the Termination Date, any other accrued and unpaid compensation payable to the Employee as of the Termination Date, the amount of which has already been calculated as of the Termination Date in accordance with the terms hereof; and (h) within ten (10) days following the date after the Termination Date as of which it is calculated in accordance with the terms hereof, any other accrued and unpaid compensation payable to the Employee as of the Termination Date. 10 For purposes of this Agreement, "Scheduled Term" shall mean (x) if the employment of the Employee is being paid a salary pursuant terminated under any provision of Article IV (other than Section 4.01) prior to this agreementthe close of business on the fourth anniversary of the date hereof, the period ending at the close of business on the fourth anniversary of the date hereof and (y) if the employment of the Employee is terminated under any provision of Article IV (other than Section 4.01) upon or after the close of business on the fourth anniversary of the date hereof, the period ending at the close of business on the date which is twenty-four (24) months after the date on which the employment of the Employee is so terminated.

Termination of Employment Without Cause. Notwithstanding any --------------------------------------- provision If Executive’s employment is terminated by the Company without Cause prior to the contrary herein, the Company may at any time, in its sole and absolute discretion and for any or no reason, terminate the employment expiration of the Employee hereunder Term (change of control of 50% it being understood by the parties that termination by death or more of the voting shares of company, through sale, merger, consolidation, or other transaction, Disability shall not constitute termination without cause at Cause), then Executive shall be entitled to the election following benefits, subject to Section 8.3: (a) The Company shall pay to Executive in a lump sum in cash within 30 days following Executive’s termination of employment, the sum of (i) Executive’s Base Salary through the date of termination to the extent not theretofore paid, (ii) any accrued expenses and vacation pay to the extent not theretofore paid, and (iii) unless Executive has elected a different payout date in a prior deferral election, any compensation previously deferred by Executive under a plan other than a tax-qualified plan (together with any accrued interest or earnings thereon) to the extent not theretofore paid (the sum of the Employeeamounts described in subparagraphs (i), (ii) PROVIDED, that if such termination is not and (iii) shall be referred to in this Agreement as the “Accrued Obligations”); (b) Subject to Executive’s execution and delivery of a Termination With CauseRelease (as defined in Section 8.3 of this Agreement) and Executive’s compliance with Sections 9 and 10 of this Agreement, the Company shall pay and/or provide to Executive, starting on the Employee as follows: (a) any accrued but unpaid Base Salary as 60th day following Executive’s termination of the date of the termination as and when such amount is due and payable hereunder. (b) provided Employee has not accepted employment with another employer (as provided below)employment, Employer shall pay monthly to Employee one-twelfth (1/12) of the Base Salary in effect as of the date of such termination (the "Severance Payments") for a period of installments ratably over twelve (12) months (the "Severance Period"), in accordance with the first payment being made on Company’s normal payroll cycle and procedures, an amount equal to 1.5 times the thirtieth (30th) day following such date of termination and with each subsequent payment being made on the same day of each successive month. The obligation of the Company to provide the Benefits shall continue for twelve months following the date of such termination or expiration without offer of renewal, PROVIDED, that the Company may, at its option, pay for and acquire insurance which will provide to Employee the Benefits for the duration of the Severance Period. Notwithstanding the foregoing paragraph (b), the Severance Period, Severance Payments and the provision of Benefits shall terminate when sum of: (i) the Employee has secured new employment with a base salary equal to or greater than the Executive’s annual Base Salary in effect as of the date of termination. If the Employee accepts new employment with a base salary ; plus (the "New Salary"ii) less than the Base Salary in effect as of the date of termination and the Severance Period set forth above has not expired, the Company, in lieu of the remaining Severance Payments to be made, shall pay the Employee the difference between the total amount of the remaining Severance Payments due and the total amount of New Salary payable during the remaining applicable Severance Period.Executive’s Target Bonus; and (c) a cash payment immediately upon the date of termination equal to the Employee's Base Salary on a daily basis (computed on a 260 workday year) in effect on extent not theretofore paid or provided, the date of termination multiplied by the number of accrued and unused vacation days at the date of termination. (d) Restricted stock and such Additional Shares as Company shall timely pay or provide to Executive any other amounts or benefits required to make employee stock equal be paid or provided or which Executive is eligible to 5% receive under any plan, program, policy or practice or contract or agreement of the shares then outstanding will vest upon terminationCompany and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”). (e) The provisions of article 5 below will not apply unless Employee is being paid a salary pursuant to this agreement.

Termination of Employment Without Cause. Notwithstanding any --------------------------------------- provision (a) In the event of the termination of your employment by the Company without Cause or by you for Good Reason (as such terms are defined on Annex A attached hereto), subject to Section 5(b) below and your continued compliance with the contrary hereinrestrictive covenants to which you are bound, the Company may at any time, in its sole and absolute discretion and for any or no reason, terminate will have the employment of the Employee hereunder (change of control of 50% or more of the voting shares of company, through sale, merger, consolidation, or other transaction, shall constitute termination without cause at the election of the Employee) PROVIDED, that if such termination is not a Termination With Cause, the Company shall pay and/or provide the Employee as followsfollowing obligations to you: (ai) any accrued but unpaid Base Salary you will continue to receive, as of the date of the termination as and when such amount is due and payable hereunder. (b) provided Employee has not accepted employment with another employer (as provided below)severance, Employer shall pay monthly to Employee one-twelfth (1/12) of the Base Salary your base salary in effect as of on the date of such termination (the "Severance Payments") for a period of twelve (12) months (the "“Severance Period"”); (ii) if your termination date is effective on or after July 1 of any year subsequent to December 31, with 2013 but before the first payment being made of bonuses for any such year, you shall be entitled to the bonus that you would have received for such year at the time that bonuses are paid to other executive officers of the Company, but in no event later than March 15 of the year following the year to which the bonus relates; (iii) if the Compensation Committee, in their sole discretion, determine that your Performance Goals referred to above have been achieved, the 2013 First Restricted Stock Grant shall vest and the restrictions thereon shall lapse on such date; (iv) The options to purchase the Company’s common stock under the two (2) separate option grants on December 10, 2008 and June 28, 2010, respectively (collectively, the “Prior Stock Options”) will remain outstanding and each such grant will become vested on the thirtieth (30th) day following such next scheduled vesting date of termination and with each subsequent payment being made on the same day of each successive month. The obligation of the Company to provide the Benefits shall continue for twelve months following the date of such your termination or expiration without offer of renewal, PROVIDED, employment to the extent that the applicable grant would have otherwise become vested on its next vesting date if you had remained in the employ of the Company maythrough such vesting date (and any remaining unvested portion of such grant will then expire), at and each such grant to the extent vested, will remain outstanding for a period of three (3) months from such vesting date; (v) On the date of your termination of employment, the shares of restricted stock of the Company that were granted to you under three (3) separate grants of restricted stock on December 10, 2008, December 8, 2009 and June 28, 2010, respectively (collectively, the “Prior Restricted Shares”) will become vested to the extent that each such grant would have otherwise have become vested on its optionnext scheduled vesting date following termination of employment if your employment had not terminated (and you will forfeit the remaining unvested Prior Restricted Shares covered by each such grant); and (vi) if you timely elect to continue your health insurance pursuant to COBRA, pay for and acquire insurance which will provide to Employee the Benefits Company shall reimburse you for the duration cost of the Severance Period. Notwithstanding the foregoing paragraph your COBRA for a period of twelve (b), the Severance Period, Severance Payments and the provision of Benefits shall terminate when (i12) the Employee has secured new employment with a base salary equal to or greater than the Base Salary in effect as of months from the date of termination. If the Employee accepts new employment , or, if earlier, until such time as you are no longer eligible for COBRA or are otherwise eligible for comparable coverage with a base salary subsequent employer, which reimbursement shall be made within thirty (30) days after you provide evidence of your payment of such premiums, which evidence shall be provided no later than thirty (30) days after payment. You shall promptly notify the "New Salary") less than the Base Salary in effect as of the date of termination and the Severance Period set forth above has not expired, the Company, in lieu of the remaining Severance Payments to be made, shall pay the Employee the difference between the total amount of the remaining Severance Payments due and the total amount of New Salary payable during the remaining applicable Severance PeriodCompany if you become eligible for comparable coverage with another employer. (c) a cash payment immediately upon the date of termination equal to the Employee's Base Salary on a daily basis (computed on a 260 workday year) in effect on the date of termination multiplied by the number of accrued and unused vacation days at the date of termination. (d) Restricted stock and such Additional Shares as required to make employee stock equal to 5% of the shares then outstanding will vest upon termination. (e) The provisions of article 5 below will not apply unless Employee is being paid a salary pursuant to this agreement.

Termination of Employment Without Cause. Notwithstanding any --------------------------------------- provision to the contrary herein, the The Company may terminate Executive's employment without Cause at any time, in its sole and absolute discretion and for any or no reason, terminate . If Executive's employment is terminated by the employment Company without Cause prior to the expiration of the Employee hereunder Term (change of control of 50% it being understood by the parties that termination by death, retirement or more Disability or expiration of the voting shares of company, through sale, merger, consolidation, or other transaction, shall Term will not constitute termination without cause at Cause), then Executive shall be entitled to the election following benefits, subject to Executive's execution and delivery of a Release as defined below in Section 8.3(a): (a) The Company shall pay to Executive in a lump sum in cash within thirty (30) days following Executive's Termination of Employment as defined below in Section 8.4, the sum of (i) Executive's Base Salary through the end of the Employee) PROVIDED, that if such month in which the date of termination is determined to have occurred to the extent not paid, (ii) any bonus earned to the extent not paid, and (iii) any reimbursable business expenses and vacation pay to the extent earned but not paid. Any compensation previously deferred by Executive under a plan other than a tax-qualified plan (together with any accrued interest or earnings thereon) shall be paid to Executive under the terms of such plan or any agreement entered into by Executive thereunder. (The sum of the amounts described in this subsection (a) shall be referred to in this Agreement as the "Accrued Obligations.") (b) Notwithstanding the vesting schedule set forth in Section 4.2(b)(i) for the Option Awards described in the first sentence of that Section, (i) if Executive's Termination With Causeof Employment (as defined in Section 8.4 below) occurs during the 12-month period succeeding the Effective Date, Executive shall become vested in 50% of the First Tranche, and (ii) if Executive's Termination of Employment occurs at any time after the first anniversary of the Effective Date, Executive shall become vested in 100% of the First Tranche. The Second Tranche shall vest in accordance with the SOP, except for the last sentence of Section 8(a) of the SOP which shall not apply. Moreover, (i) the vesting provision set forth in the last sentence of Section 8(a) of the SOP or any successor plan thereto shall be superseded by the foregoing vesting schedule, (ii) the period during which Executive shall have the right to exercise the First Tranche and the Second Tranche shall be extended to six months from Executive's Termination of Employment, and (iii) Executive's award agreements shall contain the vesting and exercise provisions set forth in this Agreement. (c) Subject to Executive's execution and delivery of a Release (as defined in Section 8.3 below), the Company shall pay and/or provide Executive two (2) times his monthly base salary in effect at the Employee as follows: (a) any accrued but unpaid Base Salary as time of the date Termination of the termination as and when such amount is due and payable hereunder. (b) provided Employee has not accepted employment with another employer Employment (as provided defined in Section 8.4 below), Employer ) and it shall pay monthly be paid to Employee onehim each month during the period which is the greater of (i) twenty-twelfth four (1/12) of the Base Salary in effect as of the date of such termination (the "Severance Payments") for a period of twelve (1224) months or (ii) the number of months remaining between the Termination of Employment and the Term. The time which is the greater of (i) or (ii) in the preceding sentence is the "Severance Period"), ." Such payments during the Severance Period shall be payable in accordance with the Company's normal payroll practices and procedures in effect from time to time. Any payments described in the foregoing sentence due to be paid to Executive during the first payment being made on six (6) months after his Termination of Employment (as defined below) shall not be paid to him during such first six (6) months and will instead be paid to him in accordance with Section 8.3(b). Further, during the thirtieth (30th) day following Severance Period the Company shall maintain in full force and effect for the continued benefit of Executive, his spouse, and his dependents the group health plan benefits to which Executive, his spouse, and his dependents would have been entitled if such date Termination of termination Employment had not occurred In addition, such continued coverage shall run simultaneously with the Company's obligation to continue group health plan coverage to Executive, his spouse, and with each subsequent payment being made on the same day of each successive month. The obligation his dependents under Section 4980B of the Company to provide the Benefits shall continue for twelve months following the date Internal Revenue Code of such termination or expiration without offer of renewal1986, PROVIDED, that the Company may, at its option, pay for and acquire insurance which will provide to Employee the Benefits for the duration of the Severance Period. Notwithstanding the foregoing paragraph (b), the Severance Period, Severance Payments and the provision of Benefits shall terminate when (i) the Employee has secured new employment with a base salary equal to or greater than the Base Salary in effect as of the date of termination. If the Employee accepts new employment with a base salary amended (the "New SalaryCode") less than the Base Salary in effect (such continued coverage being generally referred to as of the date of termination and the Severance Period set forth above has not expired, the Company, in lieu of the remaining Severance Payments to be made, shall pay the Employee the difference between the total amount of the remaining Severance Payments due and the total amount of New Salary payable during the remaining applicable Severance Period"COBRA"). (c) a cash payment immediately upon the date of termination equal to the Employee's Base Salary on a daily basis (computed on a 260 workday year) in effect on the date of termination multiplied by the number of accrued and unused vacation days at the date of termination. (d) Restricted stock and such Additional Shares as required to make employee stock equal to 5% of the shares then outstanding will vest upon termination. (e) The provisions of article 5 below will not apply unless Employee is being paid a salary pursuant to this agreement.

Termination of Employment Without Cause. Notwithstanding any --------------------------------------- provision to During the contrary hereinTerm, the Company --------------------------------------- may at any time, in its sole and absolute discretion and for any or no reasondiscretion, terminate the employment of the Employee Executive hereunder (change of control of 50% or more of the voting shares of company, through sale, merger, consolidation, or other transaction, shall constitute termination without cause at the election of the Employee) PROVIDED, that if by written notice to him. In such termination is not a Termination With Causeevent, the Company shall pay and/or provide Executive an amount equal to the Employee as followssum of the following: (a) any Base Salary and vacation time accrued but unpaid Base Salary as of the date of termination; (b) an amount equal to Executive's monthly Base Salary in effect on the date of termination for the lesser of (i) six (6) months or (ii) the remainder of the Term, payable as and when such amount is amounts would have been due and payable hereunder. (b) provided Employee has not accepted employment with another employer (as provided below), Employer shall pay monthly to Employee one-twelfth (1/12) of the Base Salary in effect as of the date of hereunder had such termination (the "Severance Payments") for a period of twelve (12) months not occurred (the "Severance Period"); and (c) any reimbursement for expenses incurred in accordance with Section 3.2. In addition, with the first payment being made on the thirtieth (30th) day following such date of termination and with each subsequent payment being made on the same day of each successive month. The obligation of the Company shall use its best efforts to provide the Benefits shall continue for twelve months following the date of such termination or expiration without offer of renewal, PROVIDED, that the Company may, at its option, pay for and acquire insurance which will provide to Employee the Benefits arrange for the duration of the Severance Period. Notwithstanding the foregoing paragraph (b)continuation, through the Severance Period, Severance Payments and the provision of Benefits shall terminate when (i) the Employee has secured new employment with a base salary equal to such health and/or medical benefits or greater than the Base Salary plans as are in effect as of the date of termination, if and only if permissible under such plans. If not so permissible, the Employee accepts new employment Company shall pay to Executive an amount sufficient to enable Executive to arrange for substantially equivalent health and/or medical coverage during the Severance Period. Executive acknowledges that the payments and benefits referred to in this Section 4.2, together with a base salary (any rights or benefits under any written plan or agreement which have vested on or prior to the "New Salary") less than the Base Salary in effect as of the termination date of Executive's employment under this Section 4.2, constitute the only payments to which Executive shall be entitled to receive from the Company hereunder in the event of any termination of his employment pursuant to this Section 4.2, and that except for such payments or benefits the Company shall have no further liability or obligation to him hereunder or otherwise in respect of his employment. Executive shall use all reasonable efforts to obtain other comparable employment or become comparably self-employed as promptly as possible. If Executive secures other employment or becomes self-employed during the Severance Period set forth above has not expiredPeriod, the Company's obligations under this Section 4.2 shall be reduced by the earnings from such employment or self-employment received by Executive. During the Severance Period, Executive will notify the Company in lieu writing of any offer of employment within 10 days of Executive's receipt of same. In addition, Executive will notify the remaining Severance Payments to be made, shall pay the Employee the difference between the total amount of the remaining Severance Payments due and the total amount of New Salary payable Company in writing within 10 days if Executive becomes employed or self-employed during the remaining applicable Severance Period. . If Executive's employment is terminated under this Section 4.2, then all Options (cas defined in Section 3.7 above) a cash payment shall vest (if they have not already done so) and shall become immediately upon exercisable and shall remain exercisable until the date expiration of termination equal to the Employee's Base Salary on a daily basis (computed on a 260 workday year) in effect on the date of termination multiplied their terms, except as otherwise expressly required by the number of accrued and unused vacation days at the date of terminationPlan (as defined in Section 3.7 above). (d) Restricted stock and such Additional Shares as required to make employee stock equal to 5% of the shares then outstanding will vest upon termination. (e) The provisions of article 5 below will not apply unless Employee is being paid a salary pursuant to this agreement.

Termination of Employment Without Cause. Notwithstanding any --------------------------------------- provision to the contrary herein, the The Company may terminate Executive's employment without Cause at any time, in its sole and absolute discretion and for any or no reason, terminate . If Executive's employment is terminated by the employment Company without Cause prior to the expiration of the Employee hereunder Term (change of control of 50% it being understood by the parties that termination by death, retirement or more Disability or expiration of the voting shares of company, through sale, merger, consolidation, or other transaction, shall Term will not constitute termination without cause at Cause), then Executive shall be entitled to the election following benefits, subject to Executive's execution and delivery of a Release as defined below in Section 8.3(a): (a) The Company shall pay to Executive in a lump sum in cash within thirty (30) days following Executive's Termination of Employment as defined below in Section 8.4, the sum of (i) Executive's Base Salary through the end of the Employeemonth in which the date of termination is determined to have occurred to the extent not paid, (ii) PROVIDEDany bonus earned and payable to the extent not paid (it being understood that Executive shall not be entitled to any portion of a bonus for the year in which Executive's Termination of Employment occurs), and (iii) any reimbursable business expenses and vacation pay to the extent earned but not paid. Any compensation previously deferred by Executive under a plan other than a tax-qualified plan (together with any accrued interest or earnings thereon) shall be paid to Executive under the terms of such plan or any agreement entered into by Executive thereunder. (The sum of the amounts described in this subsection (a) shall be referred to in this Agreement as the "Accrued Obligations"). (b) Notwithstanding the vesting schedules set forth in Section 4.2(b) or (c) for any stock options or for any restricted stock issued pursuant to a performance plan (i) if Executive's Termination of Employment (as defined in Section 8.4 below) occurs during the 12-month period succeeding the Commencement Date, the Initial Award shall be fully vested and exercisable and the service vesting restrictions on 50% of the shares of restricted stock issued pursuant to a performance plan shall lapse and (ii) if Executive's Termination of Employment occurs at any time after the first anniversary of the Commencement Date, 100% of the Executive’s outstanding stock options shall be fully vested and exercisable and the service vesting restrictions on the shares of restricted stock issued pursuant to a performance plan shall lapse; provided, however, that if such termination is not in the case of both (i) and (ii), the restricted stock issued pursuant to a performance plan shall remain subject to the performance vesting conditions imposed under the performance plan. The period during which Executive shall have the right to exercise his outstanding stock options shall be extended to six months from Executive's Termination With Causeof Employment. (c) Subject to Executive's execution and delivery of a Release (as defined in Section 8.3(a) below), the Company shall pay and/or provide Executive a total aggregate amount of two (2) times the Employee as follows: sum of (ai) any accrued but unpaid Base Salary as of the date of the termination as and when such amount is due and payable hereunder. (b) provided Employee has not accepted employment with another employer (as provided below), Employer shall pay monthly to Employee one-twelfth (1/12) of the his annual Base Salary in effect at the time of Termination of Employment (as defined in Section 8.4 below) plus (ii) his target annual bonus (set forth this purpose at 100% of his annual Base Salary in effect at the date time of Termination of Employment), such total aggregate amount to be paid in equal monthly installments of 1/24th of such termination total aggregate amount for twenty-four (the "Severance Payments") for a period of twelve (1224) months (the "Severance Period"). Subject to Section 8.3(b) below, such payments during the Severance Period shall be payable in accordance with the first payment being made on Company's normal payroll practices and procedures in effect from time to time; provided, however, that any amounts payable to Executive prior to the thirtieth expiration of the period of revocation provided in the Release shall be accumulated and paid to Executive in a lump sum as soon as practicable following the expiration of the period of revocation provided for in the Release, but no later than sixty (30th60) day days after Executive’s Termination of Employment unless Executive’s Termination of Employment occurs between November 1 and December 31, in which case such severance payments shall be paid no earlier than January 1 of the following such date year. Further, during the Severance Period the Company shall maintain in full force and effect for the continued benefit of termination Executive, his spouse, and with each subsequent payment being made on his dependents the group health plan benefits and at the same day premium cost to the Executive to which Executive, his spouse, and his dependents would have been entitled if such Termination of each successive monthEmployment had not occurred. The In addition, such continued coverage shall run simultaneously with the Company's obligation to continue group health plan coverage to Executive, his spouse, and his dependents under Section 4980B of the Company Internal Revenue Code of 1986, as amended (the "Code") (such continued coverage being generally referred to provide as "COBRA"). In the Benefits shall continue for twelve months following event that the date Company's maintenance of such termination group health plan coverage for Executive, his spouse, and his dependents would violate any nondiscrimination rules under Section 105(h)(2) of the Code or expiration without offer similar provisions of renewal, PROVIDED, that applicable law or the Company mayis otherwise unable to maintain the group health plan coverage for Executive, at its optionhis spouse, pay for and acquire insurance which will provide to Employee the Benefits for the duration of the Severance Period. Notwithstanding the foregoing paragraph (b)his dependents, the Severance Period, Severance Payments and Company may either (1) make other arrangements for the provision of Benefits shall terminate when (i) the Employee has secured new employment with substantially comparable health benefits for such persons at a base salary equal cost to or Executive no greater than the Base Salary in effect as premium cost to Executive had such Termination of Employment not occurred or (2) reimburse Executive for the date of termination. If costs incurred by Executive to obtain medical, dental and vision coverage substantially comparable to the Employee accepts new employment with a base salary (the "New Salary") less than the Base Salary in effect as of the date of termination and the Severance Period set forth above has not expired, coverage provided under the Company, in lieu ’s plans less the premium cost to Executive had such Termination of the remaining Severance Payments to be made, shall pay the Employee the difference between the total amount of the remaining Severance Payments due and the total amount of New Salary payable during the remaining applicable Severance PeriodEmployment not occurred. (c) a cash payment immediately upon the date of termination equal to the Employee's Base Salary on a daily basis (computed on a 260 workday year) in effect on the date of termination multiplied by the number of accrued and unused vacation days at the date of termination. (d) Restricted stock and such Additional Shares as required to make employee stock equal to 5% of the shares then outstanding will vest upon termination. (e) The provisions of article 5 below will not apply unless Employee is being paid a salary pursuant to this agreement.

Termination of Employment Without Cause. Notwithstanding any --------------------------------------- provision If the Company terminates the Executive’s employment without Cause, other than due to his death or Disability, the Executive shall be entitled to the contrary hereinfollowing: (a) An immediate lump sum payment in an amount equal to two (2) years base salary plus two (2) times his target bonus, such salary to be the Company may highest annual base salary in effect with respect to the Executive during the twelve-month period immediately preceding the Executive’s termination and such target bonus to be the highest target bonus in effect with respect to the Executive for the year in which the termination of employment occurs; (b) For a period of two (2) years following the termination date, continued participation in the Company’s health insurance program at any timethe same share of cost between the Executive and the Company, in its sole subject to the terms and absolute discretion conditions of such programs and for any or no reasonapplicable law; provided that, terminate to the employment extent that the health insurance program does not permit such continuation of the Employee hereunder (change of control of 50% Executive’s participation following his termination or more of the voting shares of company, through sale, merger, consolidation, or other transaction, shall constitute termination without cause at the election of the Employee) PROVIDED, that if such termination program is not a Termination With Causeterminated, the Company shall pay and/or provide the Employee as follows: (a) any accrued but unpaid Base Salary Executive an amount which is sufficient for him to purchase equivalent benefits, such amount to be paid quarterly in advance; provided further, however, that to the extent the Executive becomes eligible to receive benefits under a plan provided by another employer, the Executive’s entitlement to participate in the health insurance program or to receive such alternate payments shall cease as of the date of the termination as Executive is eligible to participate in such other plan, and when such amount is due and payable hereunder. (b) provided Employee has not accepted employment with another employer (as provided below), Employer the Executive shall pay monthly to Employee one-twelfth (1/12) of the Base Salary in effect as of the date of such termination (the "Severance Payments") for a period of twelve (12) months (the "Severance Period"), with the first payment being made on the thirtieth (30th) day following such date of termination and with each subsequent payment being made on the same day of each successive month. The obligation of notify the Company to provide the Benefits shall continue for twelve months following the date of his eligibility under such termination or expiration without offer of renewal, PROVIDED, that the Company may, at its option, pay for and acquire insurance which will provide to Employee the Benefits for the duration of the Severance Period. Notwithstanding the foregoing paragraph (b), the Severance Period, Severance Payments and the provision of Benefits shall terminate when (i) the Employee has secured new employment with a base salary equal to or greater than the Base Salary in effect as of the date of termination. If the Employee accepts new employment with a base salary (the "New Salary") less than the Base Salary in effect as of the date of termination and the Severance Period set forth above has not expired, the Company, in lieu of the remaining Severance Payments to be made, shall pay the Employee the difference between the total amount of the remaining Severance Payments due and the total amount of New Salary payable during the remaining applicable Severance Period.plan; and (c) a cash payment immediately upon Provision of professional outplacement services extending to the date later of (i) December 31 of the second calendar year following the year of termination equal to or (ii) eighteen (18) months from the Employee's Base Salary on a daily basis (computed on a 260 workday year) in effect on the date of termination multiplied by the number of accrued and unused vacation days at the date of terminationdate. (d) Restricted stock In the event that the Company terminates the Executive’s employment without Cause, other than due to death or disability, and such Additional Shares as required to make employee stock equal to 5in the event that the termination occurs within 18 months of the sale of one or more divisions of the Company which division or divisions represent at least 30% of the shares Company’s consolidated revenue for the most recently completed fiscal year, then outstanding will vest upon terminationExecutive shall receive the same rights and benefits as if there had been a Change in Control. (e) The provisions the receipt of article 5 below will not apply unless Employee is being paid a salary pursuant to the benefits described for Executive in this agreementSection 2 shall be contingent upon Executive’s entry into the Company’s form of General Release Agreement.

Termination of Employment Without Cause. Notwithstanding any --------------------------------------- provision to During the contrary hereinTerm, the Company may at any time, in its sole and absolute discretion and for any or no reasondiscretion, terminate the employment of Executive hereunder for any reason (other than those set forth in Section 4.1 above) upon written notice (the Employee hereunder “Termination Notice”) to Executive (change of control of 50% or more of the voting shares of company, through sale, merger, consolidation, or other transaction, shall constitute termination without cause at the election of the Employee) PROVIDED, that if a “Termination Without Cause”). In such termination is not a Termination With Causeevent, the Company shall pay and/or provide Executive an amount equal to the Employee as followssum of the following: (a) any Base Salary and vacation time accrued but unpaid Base Salary as of the date of the termination as and when such amount is due and payable hereunder. (b) provided Employee has not accepted employment with another employer (as provided below), Employer shall pay monthly to Employee one-twelfth (1/12) of the Base Salary in effect as of the date of such termination (the "Severance Payments") for a period of twelve (12) months (the "Severance Period"), with the first payment being made on the thirtieth (30th) day following such date of termination and with each subsequent payment being made on the same day of each successive month. The obligation of the Company to provide the Benefits shall continue for twelve months following the date of such termination or expiration without offer of renewal, PROVIDED, that the Company may, at its option, pay for and acquire insurance which will provide to Employee the Benefits for the duration of the Severance Period. Notwithstanding the foregoing paragraph (b), the Severance Period, Severance Payments and the provision of Benefits shall terminate when (i) the Employee has secured new employment with a base salary equal to or greater than the Base Salary in effect as of the date of termination. If the Employee accepts new employment with a base salary ; (b) subject to Sections 4.5, 4.6, 4.7 and 5.3 below, an amount (the "New Salary"“Severance Payment”) less equal to the sum of: (i) if the termination of Executive’s employment occurs prior to a Change in Control (as defined in Section 4.9), the product of (i) the sum of Executive’s Base Salary plus the Target Bonus, both as in effect immediately prior to such Termination Without Cause multiplied by (ii) 2; or (ii) if the termination of Executive’s employment occurs concurrently with or following a Change in Control, the product of (i) the sum of Executive’s Base Salary plus the Target Bonus, both as in effect immediately prior to such Termination Without Cause multiplied by (ii) 2.5; (c) any Bonus to which Executive has become entitled for the calendar year prior to the year in which such Termination Without Cause occurs but which remains unpaid at the date of termination (“Unpaid Bonus”); and (d) any reimbursement for expenses incurred in accordance with Section 3.2. Any Severance Payment to which Executive becomes entitled shall be payable in cash in a lump sum no later than the Base Salary sixtieth (60th) day following the date of termination of Executive’s employment (or, if such day is not a business day, on the first business day thereafter). In addition, subject to Sections 4.5 and 4.6 below, to the extent such coverage is available and is elected by Executive under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall contribute to the health insurance plan maintained by the Company and covering the Executive and his dependents as of the date of termination, or any successor plan maintained by the Company, that amount that reflects the proportionate part of the premium for such coverage that is paid by the Company as of the date of termination (the “Benefits Payments”), such Benefits Payments to be made monthly in effect as accordance with the Company’s normal procedures for the payment of health insurance premiums, throughout the period beginning on the date of termination and ending on the earlier of the 24-month anniversary of the date of termination and the Severance Period set forth above has not expired, the Company, in lieu expiration of the remaining Severance Payments coverage period specified in COBRA, such period to be made, shall pay the Employee the difference between the total amount determined as of the remaining Severance Payments due and the total amount of New Salary payable during the remaining applicable Severance Period. (c) a cash payment immediately upon the date of termination equal (the “Reimbursement Period”) (i.e., Executive shall bear responsibility for that portion of the health insurance premiums in excess of the Benefits Payments), or, alternately, in the Company’s sole discretion, the Company shall reimburse Executive the amount of the Benefits Payment on a monthly basis during the Reimbursement Period, upon Executive’s submission to the Employee's Base Salary Company of adequate proof of payment of the full COBRA premium by Executive; provided, however, that if Executive becomes employed with another employer during the Reimbursement Period and is eligible to receive health and/or medical benefits that are substantially comparable to those offered by the Company under such other employer’s plans, as determined by the Company, the Company’s payment obligation under this paragraph shall end. Executive will notify the Company of his eligibility for such other employer-provided benefits within thirty (30) days of attaining of such eligibility. Notwithstanding the foregoing, in the event that the Company’s payment obligation under this paragraph would violate the nondiscrimination rules applicable to non-grandfathered group health plans, or result in the imposition of penalties under the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder (“PPACA”), the Company and Executive agree to reform this paragraph in a manner as is necessary to comply with PPACA while still providing economically equivalent benefits. For the avoidance of doubt, Executive shall be responsible for paying any U.S. federal or state income taxes associated with the Benefits Payments. At least ninety (90) days prior to the expiration of the Term, the Company shall deliver a written notice to Executive stating either (i) that the Company does not intend to offer Executive a new employment agreement to take effect at the expiration of the Term (a “Non-Renewal Notice”) or (ii) that the Company offers Executive a new employment agreement to take effect at the expiration of the Term upon terms (other than the length of the term of such new employment agreement) that are, in material respects, taken as a whole, at least as favorable to Executive as the terms of this Agreement, and the material terms of such offer shall be summarized or set forth in the notice (“Renewal Notice”). If the Company delivers a Non-Renewal Notice, or if the Company fails to deliver either a Renewal Notice or a Non-Renewal Notice on a daily timely basis as provided in the immediately preceding sentence, Executive’s employment shall be terminated at the expiration of the Term (computed or at such earlier date as may be set forth in the Non-Renewal Notice), and such termination shall be a Termination Without Cause, whereupon, subject to Sections 4.5, 4.6, 4.7, 4.8 and 5.3 below, Executive shall be entitled to receive the amounts and benefits as provided under this Section 4.2. Executive acknowledges that the payments and benefits described in this Section 4.2, together with any rights or benefits under any written plan or agreement which have vested on a 260 workday year) in effect on or prior to the termination date of Executive’s employment under this Section 4.2, constitute the only payments which Executive shall be entitled to receive from the Company hereunder in the event of any termination multiplied by the number of accrued and unused vacation days at the date of termination. (d) Restricted stock and such Additional Shares as required to make employee stock equal to 5% of the shares then outstanding will vest upon termination. (e) The provisions of article 5 below will not apply unless Employee is being paid a salary his employment pursuant to this agreementSection 4.2, and the Company shall have no further liability or obligation to him hereunder or otherwise in respect of his employment.

Termination of Employment Without Cause. Notwithstanding any --------------------------------------- provision to During the contrary hereinTerm, the Company may at any time, in its sole and absolute discretion and for any or no reasondiscretion, terminate the employment of Executive hereunder for any reason (other than those set forth in Section 4.1 above) or for no reason upon written notice (the Employee hereunder “Termination Notice”) to Executive (change of control of 50% or more of a “Termination Without Cause”). In such event, Executive shall be entitled to the voting shares of company, through sale, merger, consolidation, or other transaction, shall constitute termination without cause at the election of the Employee) PROVIDED, that if such termination is not a Termination With Cause, the Company shall pay and/or provide the Employee as followsfollowing: (a) any Base Salary and vacation time accrued but unpaid Base Salary as of the date of the termination as and when such amount is due and payable hereunder. (b) provided Employee has not accepted employment with another employer (as provided below), Employer shall pay monthly to Employee one-twelfth (1/12) of the Base Salary in effect as of the date of such termination (the "Severance Payments") for a period of twelve (12) months (the "Severance Period"), with the first payment being made on the thirtieth (30th) day following such date of termination and with each subsequent payment being made on the same day of each successive month. The obligation of the Company to provide the Benefits shall continue for twelve months following the date of such termination or expiration without offer of renewal, PROVIDED, that the Company may, at its option, pay for and acquire insurance which will provide to Employee the Benefits for the duration of the Severance Period. Notwithstanding the foregoing paragraph (b), the Severance Period, Severance Payments and the provision of Benefits shall terminate when (i) the Employee has secured new employment with a base salary equal to or greater than the Base Salary in effect as of the date of termination. If ; (b) any reimbursement for expenses incurred on or prior to the Employee accepts new employment date of termination in accordance with Section 3.2; and (c) subject to Sections 4.6, 4.7 and 4.8 below, provided that such Termination Without Cause constitutes a base salary Separation from Service of Executive (as defined in Section 4.8 below), and further provided that Executive does not engage in Competitive Activities during the Severance Period: (i) payment of amounts (“Severance Installments”) representing continuation of Executive’s Base Salary as in effect at the date of such Termination Without Cause until the earlier of (A) the date that is 18 months following the date of termination, or (B) the date on which the Initial Term or the then-current Extended Term, as applicable, would have expired had such termination not occurred (such period, the “Severance Period”), which Severance Installments shall be payable in such amounts and on such dates as such amounts otherwise would be payable based on the Company’s payroll schedule in effect at the date of termination and shall be treated as a series of separate payments for purposes of Code Section 409A (as defined in Section 4.8 below); and Active 14594896.1 (ii) an amount (the "New Salary"“Severance Lump-Sum Payment”) less than the equal to 1.5 times Executive’s Base Salary for the year in effect which such Termination Without Cause occurs; provided that if such Termination Without Cause occurs during the last 12 months of the Term, the amount of the Severance Lump-Sum Payment shall be equal to Executive’s Base Salary for the year in which such Termination Without Cause occurs, which Severance Lump-Sum Payment shall be payable in a lump sum within 60 days following the date of termination of Executive’s employment and which Severance Lump-Sum Payment shall be in complete satisfaction of any Target Bonus or other bonus amount to which Executive may otherwise be entitled for any period. In addition, subject to Sections 4.6, 4.7 and 4.8 below, and provided that such Termination Without Cause constitutes a Separation from Service of Executive (as defined in Section 4.8 below), if Executive elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall contribute to the health plan maintained by the Company that provides coverage for employees of the Company (including Executive and his dependents) as of the date of termination, or any such successor plan maintained by the Company (the “Health Plan”), that amount that reflects the proportionate part of the premium for such coverage that is paid by the Company as of the date of termination and (the Severance Period set forth above has not expired, “Benefits Payments”) throughout the Company, in lieu of the remaining Severance Payments to be made, shall pay the Employee the difference between the total amount of the remaining Severance Payments due and the total amount of New Salary payable during the remaining applicable Severance Period. (c) a cash payment immediately upon the date of termination equal to the Employee's Base Salary on a daily basis (computed on a 260 workday year) in effect period beginning on the date of termination multiplied by and ending on the number earliest of accrued and unused vacation days at (i) the date that is 18 months following the date of termination. , (dii) Restricted stock the expiration of the coverage period specified under COBRA, such period to be determined as of the date of termination, or (iii) the date on which the Initial Term or the then-current Extended Term, as applicable, would have expired had such termination not occurred (the “Reimbursement Period”). Subject to Section 4.8 below, such Benefits Payments shall be made monthly in accordance with the Company’s normal procedures for the payment of Health Plan premiums. Executive shall bear responsibility for that portion of the Health Plan premiums in excess of the Benefits Payments. Notwithstanding the foregoing, if Executive becomes employed with another employer during the Reimbursement Period and is eligible to receive health and/or medical benefits under any plan(s) provided by such Additional Shares as required other employer, the Company’s contribution obligation under this paragraph shall be reduced to the extent that coverage is provided under such other employer’s plan(s). Executive shall not be entitled to receive reimbursement of any medical expenses under the Health Plan to the extent such medical expenses are reimbursed by any other Person, including, without limitation, such other employer. Executive shall be responsible for paying any United States federal or state income taxes associated with the Benefits Payments. Notwithstanding the foregoing, if Executive elects, during the Severance Period, to engage in any Competitive Activity, Executive shall deliver to the Company at least ten business days prior to commencing any such Competitive Activities a written notice advising the Company of (i) Executive’s intent to commence Competitive Activities, and (ii) the commencement date for such Competitive Activities (the “Competition Notice”). Executive’s election to participate in any Competitive Activities during the Severance Period shall not be deemed a breach of this Agreement; rather, if Executive engages in Competitive Activities prior to the expiration of the Severance Period, the Company shall have no obligation to make employee stock any further payment to or for the benefit of Executive of any Severance Installments (except to the extent Severance Installments at least equal to 5% the Release Consideration have not theretofore been paid), Severance Lump-Sum Payment or Benefits Payments. Active 14594896.1 Executive acknowledges that the payments and benefits described in this Section 4.2, together with any rights or benefits under any written plan or agreement (including the Award Agreements) that have vested on or prior to the termination date of Executive’s employment under this Section 4.2, constitute the shares then outstanding will vest upon termination. (e) The provisions only payments that Executive shall be entitled to receive from the Company hereunder or otherwise in the event of article 5 below will not apply unless Employee is being paid a salary any termination of his employment pursuant to this agreementSection 4.2, and the Company shall have no further liability or obligation to him hereunder or otherwise in respect of his employment or the termination thereof. The Company and Executive acknowledge and agree that the delivery by the Company of a notice of non-renewal pursuant to Section 1.2 above shall not be a Termination Notice giving rise to a Termination Without Cause pursuant to this Section 4.2. Following delivery by the Company or the Executive of a notice of non-renewal pursuant to Section 1.2 above, unless earlier terminated pursuant to Section 4.1, 4.2, 4.3 or 4.4 hereof, Executive’s employment hereunder shall continue until the last day of the Initial Term or the then-current Extended Term, as applicable, whereupon Executive’s employment hereunder shall cease (the “Cessation Date”). In such event, the Company shall pay Executive an amount equal to the sum of (i) any Base Salary and unused vacation time accrued but unpaid as of the Cessation Date, plus (ii) any reimbursement for expenses incurred on or prior to the Cessation Date in accordance with Section 3.2. Executive acknowledges that the payments referred to in this paragraph, together with any rights or benefits under any written plan or agreement that have vested on or prior to the Cessation Date, constitute the only payments and benefits that Executive (or his legal representative, as the case may be) shall be entitled to receive from the Company hereunder or otherwise in the event of the expiration of the Term following delivery of a notice of non-renewal, and the Company shall have no further liability or obligation to him (or his legal representative, as the case may be) hereunder or otherwise in respect of his employment or the termination thereof.

Termination of Employment Without Cause. Notwithstanding any --------------------------------------- provision to If the contrary herein, Participant’s employment is terminated at the instance of the Company may at any time, in its sole and absolute discretion and for any or no reason, terminate the employment of the Employee hereunder (change of control of 50% or more of the voting shares of company, through sale, merger, consolidation, or other transaction, shall constitute termination relevant subsidiary without cause at the election of the Employee) PROVIDED, that if such termination is not a Termination With Cause, the Company shall pay and/or provide the Employee as follows: (a) any accrued but unpaid Base Salary as of the date of the termination as and when such amount is due and payable hereunder. (b) provided Employee has not accepted employment with another employer Cause (as provided defined below), Employer shall pay monthly each Tranche Performance Period that has not ended will continue through the end of such Performance Period, and the Participant will earn and vest in the Relevant Portion of such Tranche subject to Employee one-twelfth (1/12) actual achievement of the Base Salary in effect as of the date of Plan Achievement Goal for such termination (the "Severance Payments") for a period of twelve (12) months (the "Severance Period"), with the first payment being made on the thirtieth (30th) day following Tranche. As to each such date of termination and with each subsequent payment being made on the same day of each successive month. The obligation of the Company to provide the Benefits shall continue for twelve months following the date of such termination or expiration without offer of renewal, PROVIDED, that the Company may, at its option, pay for and acquire insurance which will provide to Employee the Benefits for the duration of the Severance Period. Notwithstanding the foregoing paragraph (b)Tranche, the Severance Period, Severance Payments and the provision of Benefits shall terminate when “Relevant Portion” will be determined by multiplying (i) the Employee has secured new Target Number of Shares otherwise earned and vested in accordance with the Notice of Grant, if any, and (ii) a fraction, the numerator of which is the sum of (A) the number of full calendar months of service completed during the Service Period for such Tranche through the Participant’s termination of employment with and (B) the lesser of (x) 12 months or (y) the number of full calendar months remaining in the Service Period for such Tranche after the Participant’s termination of employment and the denominator of which is the number of full calendar months in the Service Period for such Tranche. Notwithstanding the foregoing, if (1) the Participant’s employment is terminated without Cause prior to the end of a base salary equal to or greater than Tranche Performance Period, (2) the Base Salary in effect Plan Achievement Goal is ultimately achieved for any full Performance Periods that have not ended as of the date of termination. If , and (3) under the Employee accepts new employment with a base salary Company’s Executive Annual Incentive Plan (the "New Salary"“EAIP”) less than (or a successor plan), the Base Salary in effect Company has achieved Company-wide performance criteria (currently referred to as the “Corporate Multiplier”) as established by the Compensation Committee of the date Board of termination and Directors of the Severance Period set forth above has not expiredCompany (such committee, or any other body designated by the Board of Directors of the Company, in lieu the “Compensation Committee”) for purposes of the remaining Severance Payments to be madeEAIP, shall pay of at least 90%, as determined by the Employee the difference between the total amount Compensation Committee, for each of the remaining Severance Payments due two full Company fiscal years immediately preceding the Company fiscal year in which the Participant’s employment is terminated without Cause (the “Performance Standard”), then such Tranche shall be deemed fully earned and vested at the total amount Target Number of New Salary payable during Shares subject thereto; provided, that the remaining applicable Severance Period. (c) Performance Standard shall be subject to replacement by the Compensation Committee with a cash payment immediately upon the date of termination equal substantially equivalent performance standard based on any change to the Employee's Base Salary on a daily basis (computed on a 260 workday year) in effect on the date of termination multiplied by the number of accrued and unused vacation days at the date of termination. (d) Restricted stock and such Additional Shares as required to make employee stock equal to 5% design, or replacement, of the shares then outstanding EAIP. If such termination occurs after the end of a Tranche Performance Period, the Shares, if any, otherwise earned and vested with respect to such Tranche in accordance with the Notice of Grant but not yet paid, will vest upon terminationbe paid. Payment hereunder will be made the date(s) such payment would otherwise be made in accordance with paragraph 3 of this Agreement. (e) The provisions of article 5 below will not apply unless Employee is being paid a salary pursuant to this agreement.

Termination of Employment Without Cause. Notwithstanding any --------------------------------------- provision to the contrary contract herein, the Company may at any time, in its sole and absolute discretion and for any or no reason, terminate the employment of the Employee hereunder (change of control of an aggregate block of shares that can vote 50% or more of the voting shares of company, through sale, merger, consolidation, or other transaction, shall constitute termination without cause at the election of the Employee) PROVIDED, that if such termination is not a Termination With Cause, the Company shall pay and/or provide the Employee as follows: (a) any Any accrued but unpaid Base Salary as of the date of the termination as and when such amount is due and payable hereunder. (b) provided Provided Employee has not accepted employment with another employer (as provided below), Employer shall pay monthly to Employee one-twelfth (1/12) of the Base Salary in effect as of the date of such termination (the "Severance Payments") for a period of twelve (12) months (the "Severance Period"), with the first payment being made on the thirtieth (30th) day following such date of termination and with each subsequent payment being made on the same day of each successive month. The obligation of the Company to provide the Benefits shall continue for twelve months following the date of such termination or expiration without offer of renewal, PROVIDED, that the Company may, at its option, pay for and acquire insurance which will provide to Employee the Benefits for the duration of the Severance Period. Notwithstanding the foregoing paragraph (b), the Severance Period, Severance Payments and the provision of Benefits shall terminate when (i) the Employee has secured new employment with a base salary equal to or greater than the Base Salary in effect as of the date of termination. If the Employee accepts new employment with a base salary (the "New Salary") less than the Base Salary in effect as of the date of termination and the Severance Period set forth above has not expired, the Company, in lieu of the remaining Severance Payments to be made, shall pay the Employee the difference between the total amount of the remaining Severance Payments due and the total amount of New Salary payable during the remaining applicable Severance Period. (c) a A cash payment immediately upon the date of termination equal to the Employee's Base Salary on a daily basis (computed on a 260 workday year) in effect on the date of termination multiplied by the number of accrued and unused vacation days at the date of termination. (d) Restricted stock and such Additional Shares as required to make employee stock equal to 5% of the shares then outstanding will vest upon termination. (e) The provisions of article 5 below will not apply unless Employee is being paid a salary pursuant to this agreement. (e) The costs of moving and other relocation costs not to exceed $15,000.00. (f) The stock options and bonus earned to date of termination on a pro-rata basis basis,

Termination of Employment Without Cause. Notwithstanding any provision --------------------------------------- provision to the contrary herein, the Company may at any time, in its sole and absolute discretion and for any or no reason, terminate the employment of the Employee hereunder (change of control of an aggregate block of shares that can vote 50% or more of the voting shares of company, through sale, merger, consolidation, or other transaction, shall constitute termination without cause at the election of the Employee) PROVIDED, that if such termination is not a Termination With Cause, the Company shall pay and/or provide the Employee as follows: (a) any accrued but unpaid Base Salary as of the date of the termination as and when such amount is due and payable hereunder. (b) provided Employee has not accepted employment with another employer (as provided below), Employer shall pay monthly to Employee one-twelfth (1/12) of the Base Salary in effect as of the date of such termination (the "Severance Payments") for a period of twelve (12) months (the "Severance Period"), with the first payment being made on the thirtieth (30th) day following such date of termination and with each subsequent payment being made on the same day of each successive month. The obligation of the Company to provide the Benefits shall continue for twelve months following the date of such termination or expiration without offer of renewal, PROVIDED, that the Company may, at its option, pay for and acquire insurance which will provide to Employee the Benefits for the duration of the Severance Period. Notwithstanding the foregoing paragraph (b), the Severance Period, Severance Payments and the provision of Benefits shall terminate when (i) the Employee has secured new employment with a base salary equal to or greater than the Base Salary in effect as of the date of termination. If the Employee accepts new employment with a base salary (the "New Salary") less than the Base Salary in effect as of the date of termination and the Severance Period set forth above has not expired, the Company, in lieu of the remaining Severance Payments to be made, shall pay the Employee the difference between the total amount of the remaining Severance Payments due and the total amount of New Salary payable during the remaining applicable Severance Period. (c) a cash payment immediately upon the date of termination equal to the Employee's Base Salary on a daily basis (computed on a 260 workday year) in effect on the date of termination multiplied by the number of accrued and unused vacation days at the date of termination. (d) Restricted stock and such Additional Shares as required to make employee stock equal to 5% of the shares then outstanding will vest upon termination. (e) The provisions of article 5 below will not apply unless Employee is being paid a salary pursuant to this agreement.

Termination of Employment Without Cause. Notwithstanding any --------------------------------------- provision to the contrary herein, The Company may terminate Executive’s employment Without Cause. If the Company may at any time, in its sole and absolute discretion and terminates the Executive’s employment Without Cause for any reason other than the Executive’s death or no reasonDisability, terminate Executive shall be entitled to receive the employment of the Employee hereunder (change of control of 50% or more of the voting shares of company, through sale, merger, consolidation, or other transaction, shall constitute termination without cause at the election of the Employee) PROVIDED, that if such termination is not a Termination With Cause, the Company shall pay and/or provide the Employee as followsfollowing: (a) any accrued that portion of Executive’s Base Salary earned, but unpaid Base Salary as of the date of the termination as and when such amount is due and payable hereunder. (b) provided Employee has not accepted employment with another employer (as provided below), Employer shall pay monthly to Employee one-twelfth (1/12) of the Base Salary in effect as of the date of such termination (the "Severance Payments") for a period of twelve (12) months (the "Severance Period"), with the first payment being made on the thirtieth (30th) day following such date of termination and with each subsequent payment being made on the same day of each successive month. The obligation of the Company to provide the Benefits shall continue for twelve months following the date of such termination or expiration without offer of renewal, PROVIDED, that the Company may, at its option, pay for and acquire insurance which will provide to Employee the Benefits for the duration of the Severance Period. Notwithstanding the foregoing paragraph (b), the Severance Period, Severance Payments and the provision of Benefits shall terminate when (i) the Employee has secured new employment with a base salary equal to or greater than the Base Salary in effect as of the date of termination. If , paid within 30 days of the Employee accepts new employment with date of the Executive’s termination; (b) a base salary (pro-rata portion of the "New Salary") less than Executive’s Annual Bonus earned in the Base Salary in effect year of termination, measured as of the date of termination and termination, paid at the Severance Period set forth above has not expiredsame time as all other Company annual bonuses are paid for the year in which Executive’s employment terminates, the Company, but in lieu no event later than March 15 of the remaining Severance Payments to be made, shall pay calendar year following the Employee the difference between the total amount of the remaining Severance Payments due and the total amount of New Salary payable during the remaining applicable Severance Period.year in which Executive’s employment terminates; (c) any Annual Bonus earned by the Executive for a cash payment immediately upon the date of termination equal prior completed calendar year to the Employee's Base Salary on a daily basis extent not therefore paid and not theretofore deferred (computed on a 260 workday year) with any such deferred amounts to be paid in effect on the date of termination multiplied by the number of accrued accordance with and unused vacation days at the date times set forth in the applicable deferral arrangement) paid at the same time as all other Company annual bonuses are paid for the prior completed year, but in no event later than March 15 of termination.the calendar year following the year in which the Executive’s employment terminates (the amounts described in clauses (a), (b), and (c), and the times at which such amounts are paid, shall be hereinafter referred to as the “Accrued Obligations”); (d) Restricted a lump sum payment (the “Severance Payment”) equal to two times the sum of (x) Executive’s Base Salary in effect at the time of such termination, and (y) the cash portion of Executive’s Annual Bonus in respect of the calendar year immediately preceding the calendar year in which such termination occurs. Payment of the Severance Payment will be made in cash; and (A) any outstanding equity awards (including outstanding awards held by the Executive pursuant to the Westway Group, Inc. 2010 Incentive Compensation Plan) shall become fully vested and exercisable and any restrictions thereon shall lapse effective as of the Executive’s date of termination and (B) any stock options outstanding as of Executive’s date of termination must be exercised within 90 days of the Executive’s date of termination ( clauses (A) and such Additional Shares (B) collectively referred to herein as the “Equity Benefits”). In order to receive the Severance Payment, Executive will be required to make employee stock equal to 5% sign a Settlement Agreement and Release of the shares then outstanding will vest upon termination. Company (ethe “Release”). The Severance Payment shall be paid to Executive within 10 business days following the expiration of the revocation period applicable to the Release consistent with applicable state and Federal law. For the avoidance of doubt, (x) The provisions if the Executive is terminated Without Cause within 12 months of article 5 below will a Change in Control and is entitled to payments and/or benefits pursuant to Section 8 hereof, Executive shall not apply unless Employee is being paid a salary be entitled to any payments and/or benefits pursuant to this agreementSection 6 and (y) the Severance Payment shall be calculated as provided in paragraph (d) above, regardless of the amount of time remaining in the Term of this Agreement at the time the Executive is terminated.

Termination of Employment Without Cause. Notwithstanding any --------------------------------------- provision to the contrary herein, the Company may at any timetime upon written notice to the Employee, in its sole and absolute discretion and for any or no reason, terminate the employment of the Employee hereunder (change of control of 50% or more of the voting shares of company, through sale, merger, consolidation, or other transaction, shall constitute termination without cause at the election of the Employee) PROVIDEDCause; provided, that if such termination is not a Termination With Cause, the Company shall pay and/or provide the Employee as follows: (a) within ten (10) days following the Termination Date, any accrued but unpaid Base Salary as of the date Termination Date; (b) the Employee's Base Salary until the end of the termination Scheduled Term (as hereinafter defined) as and when such amount is due and payable hereunder. (b) provided Employee has not accepted employment with another employer (as provided below), Employer shall pay monthly to Employee one-twelfth (1/12) of the Base Salary in effect as would have been paid had the termination of the date of such termination (the "Severance Payments") for a period of twelve (12) months (the "Severance Period"), with the first payment being made on the thirtieth (30th) day following such date of termination and with each subsequent payment being made on the same day of each successive month. The obligation of the Company to provide the Benefits shall continue for twelve months following the date of such termination or expiration without offer of renewal, PROVIDED, that the Company may, at its option, pay for and acquire insurance which will provide to Employee the Benefits for the duration of the Severance Period. Notwithstanding the foregoing paragraph (b), the Severance Period, Severance Payments and the provision of Benefits shall terminate when (i) the Employee has secured new employment with a base salary equal to or greater than the Base Salary in effect as of the date of termination. If the Employee accepts new employment with a base salary (the "New Salary") less than the Base Salary in effect as of the date of termination and the Severance Period set forth above has not expired, the Company, in lieu of the remaining Severance Payments to be made, shall pay the Employee the difference between the total amount of the remaining Severance Payments due and the total amount of New Salary payable during the remaining applicable Severance Period.taken place; (c) the Employee's Incentive Compensation until the end of the Scheduled Term (if any would have been due and payable to him under Section 2.02), as and when such Incentive Compensation would have been paid had the termination of employment not taken place; (d) within ten (10) days following the Termination Date, a cash payment immediately upon the date of termination equal to the Employee's Base Salary on a daily basis (computed on a 260 workday 365-day year) in effect on the date of termination Termination Date, multiplied by the number of accrued and unused vacation days at the date of termination. (d) Restricted stock and such Additional Shares as required to make employee stock equal to 5% of the shares then outstanding will vest upon termination.Termination Date; (e) The provisions within ten (10) days following the Termination Date, any accrued but unpaid expenses incurred by the Employee as of article 5 below will not apply unless the Termination Date in accordance with Section 3.02 hereof; (f) within ten (10) days following the Termination Date, any accrued and unpaid benefits to which the Employee is being paid a salary may be entitled pursuant to this agreementSection 3.01 hereof; 6 (g) within ten (10) days following the Termination Date, any other accrued and unpaid compensation payable to the Employee as of the Termination Date, the amount of which has already been calculated as of the Termination Date in accordance with the terms hereof; and (h) within ten (10) days following the date after the Termination Date as of which it is calculated in accordance with the terms hereof, any other accrued and unpaid compensation payable to the Employee as of the Termination Date.

Termination of Employment Without Cause. Notwithstanding If Executive’s employment terminates without Cause on the date of a Change of Control or within two (2) years after a Change of Control, Executive shall be entitled to receive, subject to any --------------------------------------- provision to the contrary herein, the Company may at any time, applicable delay set forth in its sole and absolute discretion and for any or no reason, terminate the employment of the Employee hereunder (change of control of 50% or more of the voting shares of company, through sale, merger, consolidation, or other transaction, shall constitute termination without cause at the election of the Employee) PROVIDED, that if such termination is not a Termination With Cause, the Company shall pay and/or provide the Employee as followsSection 20 below: (ai) any accrued but unpaid Base Salary The Accrued Obligations (as defined in Section 6(a)); (ii) Subject to Executive’s signing, delivering and not revoking the Release attached as Exhibit A, which Release must be signed, delivered and not revoked within the period set forth in the Release for a period of two (2) years from and after the date of the Executive’s termination as and when such amount is due and payable hereunder. (b) provided Employee has not accepted employment with another employer (as provided below)of employment, Employer shall pay Executive a cash amount on a monthly basis equal to Employee one-twelfth the full monthly cost (1/12including COBRA administrative fees, if applicable) of the Base Salary in effect as of medical and dental coverage for Executive (“Continued Health Coverage”) under the date of such termination current or any successor health plan provided by Employer to its employees (the "Severance Payments"“Employer Plan”) (with Executive eligible to elect any health plan option for a period of twelve (12) months (Executive and his family that is then available under the "Severance Period"Employer Plan), with the first full amount of such payment being made taxable to Executive; provided that the amounts Executive would otherwise have received during the sixty (60) days after Executive’s termination had the payments begun immediately after Executive’s termination of employment shall be paid in a lump sum on the thirtieth sixtieth (30th60th) day following after Executive’s termination of employment and provided further that, if applicable, subject to the delay provided for in Section 20. Employer shall not be required to continue actual coverage under the Employer Heath Plan to the extent it is not required by COBRA or in the event such date coverage is not agreed upon by any insurer under the Employer Plan; provided, however, that in such event Employer shall continue to be obligated to make the payment required under this Section 8(b)(ii) and the amount of termination and with each subsequent such monthly payment being made will be based on the same day of each successive month. The obligation of the Company applicable premiums immediately prior to provide the Benefits shall continue for twelve months following the date of such termination or expiration without offer of renewal, PROVIDED, that the Company may, at its option, pay for and acquire insurance which will provide to Employee the Benefits for the duration of the Severance Periodwhen coverage terminates. Notwithstanding the above, if Executive becomes eligible for qualifying health care coverage through a subsequent employer within twenty-four (24) months after his last day of employment, Employer’s obligations hereunder with respect to the foregoing paragraph (bpayments provided in this Section 8(b)(ii) shall immediately terminate. Notwithstanding the foregoing, and in addition to Employer’s remedies set forth in Section 7(c)(iv), the Severance Periodall such payments and benefits under Section 8(b) otherwise to be made after Executive’s termination of employment shall cease to be paid, Severance Payments and the provision of Benefits Employer shall terminate when (i) the Employee has secured new employment have no further obligation with a base salary equal to or greater than the Base Salary in effect as of the date of termination. If the Employee accepts new employment with a base salary (the "New Salary") less than the Base Salary in effect as of the date of termination and the Severance Period set forth above has not expired, the Companyrespect thereto, in lieu the event Executive, without the consent of the remaining Severance Payments to be madeEmployer, shall pay the Employee the difference between the total amount engages in any activity prohibited by Section 7(c) or any of the remaining Severance Payments due and the total amount of New Salary payable during the remaining applicable Severance Periodits subparts or Section 10. (c) a cash payment immediately upon the date of termination equal to the Employee's Base Salary on a daily basis (computed on a 260 workday year) in effect on the date of termination multiplied by the number of accrued and unused vacation days at the date of termination. (d) Restricted stock and such Additional Shares as required to make employee stock equal to 5% of the shares then outstanding will vest upon termination. (e) The provisions of article 5 below will not apply unless Employee is being paid a salary pursuant to this agreement.

Termination of Employment Without Cause. Notwithstanding The Company may terminate Employee’s employment Without Cause. If the Company terminates the Employee’s employment Without Cause within the six-month period preceding a Change in Control or at any --------------------------------------- provision time following the occurrence of a Change in Control but prior to the contrary herein, the Company may at any time, in its sole and absolute discretion and for any or no reason, terminate the employment payment of the last Retention Bonus installment, Employee hereunder (change of control of 50% or more of shall be entitled to receive the voting shares of company, through sale, merger, consolidation, or other transaction, shall constitute termination without cause at the election of the Employee) PROVIDED, that if such termination is not a Termination With Cause, the Company shall pay and/or provide the Employee as followsfollowing: (a) any accrued that portion of Employee’s Base Salary earned, but unpaid Base Salary as of the date of the termination as and when such amount is due and payable hereunder. (b) provided Employee has not accepted employment with another employer (as provided below), Employer shall pay monthly to Employee one-twelfth (1/12) of the Base Salary in effect as of the date of such termination (the "Severance Payments") for a period of twelve (12) months (the "Severance Period"), with the first payment being made on the thirtieth (30th) day following such date of termination and with each subsequent payment being made on the same day of each successive month. The obligation of the Company to provide the Benefits shall continue for twelve months following the date of such termination or expiration without offer of renewal, PROVIDED, that the Company may, at its option, pay for and acquire insurance which will provide to Employee the Benefits for the duration of the Severance Period. Notwithstanding the foregoing paragraph (b), the Severance Period, Severance Payments and the provision of Benefits shall terminate when (i) the Employee has secured new employment with a base salary equal to or greater than the Base Salary in effect as of the date of termination. If the Employee accepts new employment , paid in accordance with a base salary (the "New Salary") less applicable state and Federal laws but in no event later than the Base Salary in effect as 30 days of the date of termination the Employee’s termination; (b) with the exception of any bonus awarded pursuant to the Westway Group, Inc. 2010 Incentive Compensation Plan, any annual bonus awarded by the Company and earned by the Severance Period Employee for a prior completed calendar year to the extent not therefore paid and not theretofore deferred (with any such deferred amounts to be paid in accordance with and at the times set forth above has not expiredin the applicable deferral arrangement) paid at the same time as all other Company annual bonuses are paid for the prior completed year, the Company, but in lieu no event later than March 15 of the remaining Severance Payments to be made, shall pay calendar year following the Employee year in which the difference between the total amount of the remaining Severance Payments due and the total amount of New Salary payable during the remaining applicable Severance Period.Employee’s employment terminates; (c) a cash payment immediately upon the date of termination equal any outstanding bonus awarded pursuant to the Employee's Base Salary on a daily basis (computed on a 260 workday year) Westway Group, Inc. 2010 Incentive Compensation Plan, paid and/or vesting subject to and in effect on accordance with the date of termination multiplied by applicable award agreement and the number of accrued and unused vacation days at the date of termination.Westway Group, Inc. 2010 Incentive Compensation Plan; and (d) Restricted stock and such Additional Shares to the extent not previously paid, the Retention Bonus with respect to the Change in Control paid in one installment to the Employee on the later of (i) the occurrence of the Change in Control or (ii) the Employee’s termination Without Cause. In order to receive any unpaid Retention Bonus installments as provided above, Employee will be required to make employee stock equal first sign and deliver to 5% of the shares then outstanding will vest upon terminationCompany a Release. (e) The provisions of article 5 below will not apply unless Employee is being paid a salary pursuant to this agreement.

Termination of Employment Without Cause. Notwithstanding any --------------------------------------- provision If Executive’s employment is terminated by the Company without Cause prior to the contrary herein, the Company may at any time, in its sole and absolute discretion and for any or no reason, terminate the employment expiration of the Employee hereunder Term (change of control of 50% it being understood by the parties that termination by death or more of the voting shares of company, through sale, merger, consolidation, or other transaction, Disability shall not constitute termination without cause at Cause), then Executive shall be entitled to the election following benefits upon the execution and effectiveness of a Release: (a) Subject to the Employee) PROVIDED, that if such termination is not Executive's execution and delivery of a Termination With CauseRelease, the Company shall pay and/or provide to Executive on the Employee as follows60th day following the Executive's Termination of Employment, the aggregate of the following amounts: (a1) in a lump sum in cash within 30 days, the sum of (i) Executive’s Base Salary through the date of termination to the extent not theretofore paid, (ii) any accrued but unpaid Base Salary as expenses and vacation pay to the extent not theretofore paid, and (iii) unless Executive has elected a different payout date in a prior deferral election, any compensation previously deferred by Executive (together with any accrued interest or earnings thereon) to the extent not theretofore paid (the sum of the date of amounts described in subparagraphs (i), (ii) and (iii) shall be referred to in this Agreement as the termination as and when such amount is due and payable hereunder."Accrued Obligations"); (b2) provided Employee has not accepted employment with another employer (as provided below), Employer shall pay monthly to Employee one-twelfth (1/12) of the Base Salary in effect as of the date of such termination (the "Severance Payments") for a period of installments ratably over twelve (12) months (the "Severance Period"), in accordance with the first payment being made on the thirtieth (30th) day following such date of termination Company’s normal payroll cycle and with each subsequent payment being made on the same day of each successive month. The obligation of the Company to provide the Benefits shall continue for twelve months following the date of such termination or expiration without offer of renewal, PROVIDED, that the Company may, at its option, pay for and acquire insurance which will provide to Employee the Benefits for the duration of the Severance Period. Notwithstanding the foregoing paragraph (b)procedures, the Severance Period, Severance Payments and amount equal to the provision of Benefits shall terminate when sum of: (i) the Employee has secured new employment with a base salary equal to or greater than the Executive’s annual Base Salary in effect as of the date of termination; plus (ii) Executive’s Applicable Annual Bonus (as defined below). If For purposes of this Agreement, "Applicable Annual Bonus" means the Employee accepts new employment with a base salary greater of Executive’s actual annual incentive bonus from the Company earned in the fiscal year immediately preceding the fiscal year in which Executive’s Termination of Employment date falls or Executive’s target annual incentive bonus (the "New Salary") less than the e.g., 75% of Base Salary in effect as of the Effective Date) for the year in which Executive’s Termination of Employment date falls; and (3) in the event the Termination of Employment occurs prior to March 31, 2010, for each LTIP Award granted prior to the date of termination pursuant to Section 4.2.6, a lump sum in cash equal to the product of: (i) a fraction, the numerator of which shall be the number "one (1)" if the Executive has been employed for twelve months or less from the applicable date of the grant of the LTIP Award in question (the "Grant Date"), the number "two (2)" if the Executive has been employed for more than twelve but less than twenty four months from the Grant Date and the Severance Period set forth above number "three (3)" if the Executive has not expiredbeen employed for more than twenty four months from the Grant Date and the denominator of which shall be the number "three (3)" multiplied by (ii) the value (based, in the case of restricted stock, upon the closing market price of the Company, in lieu ’s common stock on the day prior to the date of termination of employment) of the remaining Severance Payments to be madeunvested portion of each LTIP Award; and (b) The Executive’s participation in the life, medical and disability insurance programs in effect on the Termination of Employment date shall pay continue on the Employee the difference between the total amount same basis as an active employee of the remaining Severance Payments due and Company for up to twelve (12) months after Executive’s Termination of Employment date, provide such plan or program permits the total amount Executive's continued participation. Executive shall thereafter be entitled to continuation of New Salary payable during benefits pursuant to the remaining applicable Severance Periodprovisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as from time to time amended. (c) a cash payment immediately upon To the date of termination equal extent not theretofore paid or provided, the Company shall timely pay or provide to the Employee's Base Salary on a daily basis (computed on a 260 workday year) in effect on the date of termination multiplied by the number of Executive any other accrued and unused vacation days at the date of termination. (d) Restricted stock and such Additional Shares as amounts or accrued benefits required to make employee stock equal be paid or provided or which Executive is eligible to 5% receive under any plan, program, policy or practice or contract or agreement of the shares then outstanding will vest upon terminationCompany (such other amounts and benefits shall be referred to in this Agreement as the "Other Benefits"). (e) The provisions of article 5 below will not apply unless Employee is being paid a salary pursuant to this agreement.