Common use of Termination of Employment Clause in Contracts

Termination of Employment. The employment of the Executive hereunder and the Employment Term may be terminated at any time (i) by the Company with Cause on written notice to the Executive, (ii) by the Company without Cause on thirty (30) days written notice to the Executive ( provided that during such notice period the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 6, the Company shall be obligated to pay or provide to the Executive (or his estate, as applicable) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to and including the date on which the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his employment with the Company in accordance with the terms and conditions of the applicable plans of the Company, and (D) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”).

Termination of Employment. The Executive’s employment hereunder shall terminate effective immediately upon the earliest to occur of the following events: (a) death of the Executive; (b) receipt by either party of a Notice of Termination for Disability from the other party, but in any event not until the Executive hereunder and is determined to be disabled in accordance with Section 1(h); (c) the Employment Term may be terminated at any time 31st day following receipt by the Executive of the Notice of Termination for Cause from the Company indicating that a majority of the outside directors of the Board has made a good faith determination that the Executive has engaged in conduct that constitutes Cause; provided, that (i) by if such action or failure to act is curable, the Company with Executive fails to correct the action or failure to act that constitutes the grounds for Cause on written notice in a manner reasonably satisfactory to the Executive, (ii) by Board within the Company without Cause on thirty (30) days written notice to the Executive ( provided that during such notice day period the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iv) following receipt by the Executive of the Notice of Termination for Cause; and (ii) the Executive together with Good Reason on written notice his counsel, shall have had an opportunity to be heard by the Board regarding the conduct in question. Immediately upon receipt by the Executive of a Notice of Termination for Cause from the Company, (v) by the Executive without Good Reason on shall take a mandatory paid leave of absence from the Company for such thirty (30) day period; provided, however, that the leave of absence shall terminate within two (2) days written notice of the cure if such cure is effected prior to the Company end of the thirty-day period; (which notice period may be waived d) the 31st day following receipt by the Company in its discretion, in which case, such termination shall be effective immediately upon of a Notice of Termination for Good Reason from the Executive if the Company fails to cure within the thirty (30) day period following the Company’s receipt of notice thereof such written notice; (e) the 31st day following receipt by the Executive of a Notice of Termination Without Cause from the Company; (f) the 31st day following receipt by the Company of a Notice of Termination Without Good Reason from the Executive), ; and (vig) without action by the Company, last day of the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the Employment Term following expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 6, the Company shall be obligated to pay or provide to the Executive (or his estate, as applicable) in a lump sum within thirty (30) days following such termination, or at such other time prescribed without renewal by any applicable plan: (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to and including the date on which the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his employment with the Company in accordance with the terms and conditions of the applicable plans of the Company, and (D) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”).

Termination of Employment. The employment (a) In the event a Termination of Employment of the Executive hereunder Eligible Individual occurs during the RSU Restriction Period for any reason (whether or not in breach of local labor laws), except as otherwise provided in the Plan or any written employment agreement between the Company and the Eligible Individual (an “Employment Term Arrangement”), the Eligible Individual’s right to receive the RSUs under the Plan, if any, will terminate effective as of the date of the Termination of Employment and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of a Termination of Employment (whether or not in breach of local labor laws), the Eligible Individual’s right to receive the RSUs after such Termination of Employment, if any, will be measured to the date of the Termination of Employment and will not be extended by any notice period mandated under local law, unless otherwise provided in the Plan or an Employment Arrangement. The Eligible Individual shall not be entitled by way of compensation for loss of office or otherwise howsoever to any sum or other benefit to compensate the Eligible Individual for the loss of any rights under this Agreement or the Plan. (b) Notwithstanding the provisions of Section 1 above, in the event the Eligible Individual incurs a Termination of Employment by the Company for Cause, or the Eligible Individual voluntarily incurs a Termination of Employment within two years after any event or circumstance that would have been grounds for a Termination of Employment for Cause, the Eligible Individual’s RSUs (whether or not vested) shall be forfeited and cancelled in their entirety upon such Termination of Employment without any consideration being paid therefor and otherwise without any further action of the Company whatsoever. In such event, the Company may be terminated at any time cause the Eligible Individual, immediately upon notice from the Company, to either (i) by return the Company with Shares issued upon settlement of RSUs that vested during the two-year period after the events or circumstances giving rise to or constituting grounds for such Termination of Employment for Cause on written notice to the Executive, or (ii) by the Company without Cause on thirty (30) days written notice to the Executive ( provided that during such notice period the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice pay to the Company an amount equal to the aggregate amount, if any, that the Eligible Individual had previously realized in respect of any and all Shares issued upon settlement of RSUs that vested during the two-year period after the events or circumstances giving rise to or constituting grounds for such Termination of Employment for Cause (which notice period may be waived by i.e., the Company in its discretionvalue of the RSUs upon vesting), in which case, each case including any dividend equivalents or other distributions received in respect of any such termination shall be effective immediately upon RSUs. (c) Notwithstanding anything herein to the Company’s receipt of notice thereof from the Executive), (vi) without action by the Companycontrary, the Executive Eligible Individual and Company acknowledge and agree that in the event of any conflict or inconsistency between the terms of any other person or entityemployment arrangement and the Plan, immediately upon the Executive’s death, or (vii) due whichever term is more beneficial to the expiration of Eligible Individual between the Employment Term pursuant to Section 3Plan and the employment arrangement shall prevail. If the Executive’s employment is terminated for any reason under this Section 6, the Company In no event shall Eligible Individual be obligated to pay or provide entitled to the Executive same type of benefits under both the Plan and any employment arrangement for the same event or qualifying termination. (or his estate, as applicabled) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive pursuant to For purpose of this Agreement, accrued up to and including the date on which the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his employment with the Company in accordance shall include employment with the terms and conditions Company’s Subsidiaries or Affiliates. The Committee shall have the exclusive discretion to determine whether there has been any interruption or Termination of the applicable plans of the CompanyEmployment, and (D) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”)whether there existed Cause or whether there occurred a Change in Control.

Termination of Employment. (a) The employment of Employment Period shall end upon the Executive hereunder and the Employment Term may be terminated at any time first to occur of: (i) the expiration of the term of this Agreement pursuant to Section 1 hereof; (ii) termination of Executive’s employment by the Company with on account of Executive’s having become unable (as determined by the Board in good faith) to regularly perform his duties hereunder by reason of illness or incapacity for a period of more than six consecutive months (“Termination for Disability”); (iii) termination of Executive’s employment by the Company for Cause (as defined in Section 4(d) of this Agreement) (“Termination for Cause”); (iv) termination of Executive’s employment by the Company other than a Termination for Disability or a Termination for Cause (“Termination Without Cause”); (v) Executive’s death; (vi) termination of Executive’s employment by Executive for Good Reason (as defined in Section 4(e) of this Agreement) (“Termination for Good Reason”); or (vii) termination of Executive’s employment by Executive for any reason other than Good Reason. (b) If the Employment Period ends for any reason set forth in Section 4(a), except as otherwise provided in this Section 4, Executive shall cease to have any rights to salary, bonus (if any) or benefits hereunder, other than (i) payment of unpaid Base Salary through and including the date of termination or resignation (which in the case of a termination by the Company shall be paid on written notice to the Executivefinal day of employment, and in the case of a resignation shall be paid within five days after the termination of the employment relationship), (ii) Executive’s business expenses that are reimbursable pursuant to Section 3(d) but have not been reimbursed by the Company without Cause on thirty (30) days written notice to as of the Executive ( provided that during such notice period the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices)date of termination, (iii) by the Company due to the Executive’s Disability (annual bonus for the fiscal year immediately preceding the fiscal year in which the date of termination occurs, if such bonus has not been paid as hereinafter defined) on written notice to of the Executivedate of termination, (iv) by the Executive with Good Reason on written notice any accrued vacation pay to the Companyextent not theretofore paid, and (v) any other amounts or benefits required to be paid or provided by the Executive without Good Reason on thirty (30) days written notice to law or under any plan, program, policy or practice of the Company (which notice period may be waived by “Accrued Compensation and Benefits”). (c) If the Company Employment Period ends on account of Termination Without Cause or Termination for Good Reason, Executive shall receive a severance payment (the “Severance Payment”) in its discretionan amount equal to one times the sum of (A) Executive’s Base Salary at the time of termination (or, in which case, such termination shall be effective immediately upon the Company’s receipt event of notice thereof from the Executive), (vi) without action by the Companya Termination for Good Reason, the Base Salary prior to the event constituting Good Reason if such Base Salary is higher than the Base Salary at the time of termination) plus (B) the highest annual bonus paid to Executive or any other person or entity, immediately upon during the three most recently completed years prior to Executive’s death, or (vii) due to the expiration termination of the Employment Term pursuant to Section 3employment. If the Executive’s employment is terminated Employment Period ends on account of death, Termination Without Cause, Termination for any reason under this Section 6Good Reason or Termination for Disability, the Company shall be obligated pay Executive after such termination of employment (or to pay or provide Executive’s family in the event of his death), on a monthly basis, an amount equal to the monthly amount of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) continuation coverage premium for such month, at the same level and cost to Executive (or Executive’s family in the event of his estatedeath) as immediately preceding the date of termination, under the Company group medical plan in which Executive participated immediately preceding the date of termination, less the amount of Executive’s portion of such monthly premium as applicablein effect immediately preceding the date of termination, until the earlier of (A) 12 months after the date of termination; and (B) the date on which Executive and his family have obtained other substantially similar healthcare coverage or become entitled to Medicare coverage. Subject to Section 17 of this Agreement, the Severance Payment shall be paid in a lump sum within thirty (30) days payment on the sixtieth day following such terminationthe termination date. As a condition to Executive’s receipt of the post-employment payments and benefits set forth in this Section 4(c), or at such other time Executive must execute, return, not rescind and comply with a commercially reasonable written release agreement in a form prescribed by any applicable plan: the Company (Athe “Release”). (d) any base salary payable to the Executive pursuant to For purposes of this Agreement, accrued up to and including “Cause” shall mean the date on which the Executive’s employment terminates, (B) occurrence of any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his employment with the Company in accordance with the terms and conditions of the applicable plans of the Company, and (D) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”).following conditions:

Termination of Employment. The (a) Executive’s employment of with the Executive hereunder and the Employment Term may be terminated at any time Company shall terminate upon: (i) by Executive’s receipt of written notice from the Company with of the termination of his employment for other than Cause on written (as hereinafter defined), effective as of the date indicated in such notice to (which date may be the date of Executive, ’s receipt of such notice); (ii) Executive’s receipt of written notice from the Committee that Executive’s employment with the Company is being terminated for Cause, subject to compliance by the Company Committee with the procedures set forth in Section 8(h); (iii) Executive’s resignation or other voluntary termination of his employment (with or without Cause on Good Reason), including Retirement; provided that Executive shall be required to give thirty (30) days days’ advance written notice to of his termination or resignation, except for a termination for Good Reason in which event the Executive ( provided that during such notice period the Company provisions of Section 8(l) shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, apply; (iv) by the Executive with Good Reason on written notice to the Company, Executive’s Disability; or (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or . (viib) due to the expiration of the Employment Term pursuant to Section 3. If the The date upon which Executive’s employment is terminated for any reason under this Section 6, the Company shall be obligated to pay or provide to the Executive (or his estate, as applicable) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to and including the date on which the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his employment with the Company is effective shall be the “Termination Date.” (c) Upon termination of Executive’s employment with the Company for any reason, Executive shall resign from all positions held as officer or director of the Company or its Affiliates effective as of the Termination Date. (d) Upon termination of Executive’s employment with the Company for any reason, Executive shall be entitled to receive unpaid Base Salary through the Termination Date, compensation for any earned but unused vacation or paid days off and any reimbursement of business expenses as provided in Section 3(e) hereof (together, the “Accrued Obligations”) and any vested rights of Executive under any equity awards or agreements to the extent provided for in accordance with the terms and conditions of the applicable plans of the Company, and (D) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”)such awards or agreements.

Termination of Employment. The employment of the Executive hereunder and the Employment Term may be terminated at any time (i) by the Company with or without Cause (as defined herein) on written notice to the Executive, (ii) by the Company without Cause on thirty (30) days written notice to the Executive ( provided that during such notice period the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defineddefined herein) on written notice to the Executive, (iviii) by the Executive with Good Reason on written notice to the Company, (v) by the Executive or without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), or (viiv) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 67(a), the Company shall be obligated to pay or provide to the Executive (or his estate, as applicable) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to and including the date on which the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his employment with the Company in accordance with the terms and conditions of the applicable plans of the Company, and (DC) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of termination pursuant to Section 6(e5(f), and (D) payment for accrued but unused vacation and/or paid time off as of the date of his termination, in accordance with Company policy ((A)-(D) collectively, the “ “Accrued Amounts Amounts”).

Termination of Employment. The employment of (a) Subject to its payment obligations under this Section and Section 5 or 6, if applicable, the Executive hereunder Company and the Employment Term Bank may be terminated terminate the Executive’s employment with the Company and the Bank and this Agreement at any time (i) by the Company time, with Cause on written notice to the Executive, (ii) by the Company or without Cause on (as defined in subsection (b) below), by providing at least thirty (30) days prior written notice to (with the Executive ( provided that during such exception of a termination for Cause, for which no prior written notice period is required) setting forth the provision of the Agreement under which the Company shall not be required and the Bank intend to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to terminate the Executive’s Disability (as hereinafter defined) on written employment and that satisfies any additional specific notice to provisions under such provision. The Executive may voluntarily terminate his employment with the ExecutiveCompany and the Bank and this Agreement at any time, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive or without Good Reason on (as defined in subsection (c) below), by providing at least thirty (30) days prior written notice to the Company (and the Bank setting forth the provision of the Agreement under which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due intends to the expiration of the Employment Term pursuant to Section 3. If terminate the Executive’s employment is terminated for and that satisfies any reason additional specific notice provisions under such provision. Upon termination of the Executive’s employment and this Section 6Agreement during the Term, the Company Executive shall be obligated to pay or provide entitled to the Executive (following in addition to any benefits payable under Section 5 or his estate6, as applicable, and shall have no further rights to any compensation or any other benefits from the Company or the Bank or any other affiliate of the Company: (i) Any earned but unpaid Base Salary through the effective date of the Executive’s termination of employment with the Company and the Bank (the “Termination Date”), paid in a lump sum accordance with Section 3(a). (ii) Provided that the Executive applies for reimbursement in accordance with the Bank’s established reimbursement policies (within the period required by such policies but under no circumstances less than thirty (30) days following after his Termination Date), the Bank shall pay the Executive any reimbursements to which he is entitled under such termination, or at such policies. (iii) Any benefits (other time prescribed by any applicable plan: (Athan severance) any base salary payable to the Executive pursuant under any of the Bank’s incentive compensation or employee benefit plans or programs shall be payable in accordance with the provisions of those plans or programs. (iv) All rights to this Agreement, accrued up to indemnification and including the date on which directors and officers liability insurance provided under Section 3(h). Upon termination of the Executive’s employment terminateshereunder for any reason, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination shall be deemed to have resigned from all positions that the Executive holds as an officer of his employment with the Company in accordance with or the terms and conditions Bank or of the applicable plans any other affiliate of the Company. (b) For purposes of this Agreement, and (D) reimbursement for “Cause” means the occurrence of any unreimbursed business expenses incurred by of the Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectively, following during the “ Accrued Amounts ”).Term:

Termination of Employment. 5.1 The employment of the Executive hereunder Employment Term and the Employment Term Executive’s employment hereunder may be terminated by either the Company or the Executive at any time and for any reason or for no particular reason; provided that, unless otherwise provided herein, either party shall be required to give the other party advance written notice (the period of which is set out in Schedule 1) of any termination of the Executive’s employment, or salary in lieu of notice for such period (being salary only and shall not include any variable, discretionary, bonus or ex gratia payment payments). 5.2 Upon termination of the Executive’s employment during the Employment Term, the Executive shall be entitled to the compensation and benefits described below and shall have no further rights to any compensation or any other benefits from the Company or any of its affiliates: (i) by any accrued but unpaid Base Salary which shall be paid on the Company with Cause on written notice to pay date immediately following the date of the Executive, ’s termination in accordance with the Company’s customary payroll procedures; (ii) by any earned but unpaid Annual Bonus with respect to any completed fiscal year immediately preceding the Company without Cause on thirty (30) days written notice to the Executive ( provided that during such notice period the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to date of the Executive’s Disability (as hereinafter defined) on written notice to the Executivetermination, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon paid on the Company’s receipt of notice thereof from the Executive)otherwise applicable payment date; provided that, (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If if the Executive’s employment is terminated for any reason under this Section 6, by the Company shall be obligated to pay or provide to the Executive (or his estatefor Cause, as applicable) in a lump sum within thirty (30) days following then any such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to and including the date on which the Executive’s employment terminates, (B) any earned but unpaid annual bonusAnnual Bonus shall be forfeited; (iii) reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy; and (Civ) any such employee benefits (including equity compensation), if any, to which the Executive is may be entitled upon termination of his employment with under the Company in accordance with the terms and conditions Company’s employee benefit plans as of the applicable plans date of the CompanyExecutive’s termination; provided that, and (D) reimbursement for any unreimbursed business expenses incurred by in no event shall the Executive prior be entitled to his date any payments in the nature of severance or termination pursuant payments except as specifically provided herein. Items 5.2(i) through 5.2(iv) are referred to Section 6(e) ((A)-(D) collectively, herein collectively as the “ “Accrued Amounts Amounts.”).

Termination of Employment. The (a) Upon any termination of Executive’s employment, Executive (or his estate in the event his employment of the Executive hereunder and the Employment Term may terminates upon his death) shall be terminated at any time entitled to be paid (i) by all accrued but unpaid Base Salary through the Company with Cause on written notice to the Executivelast day of employment, (ii) any unpaid or unreimbursed expenses incurred during the Term in accordance with Section 7 of this Agreement, and (iii) any vested and accrued benefits with the inclusion of unused vacation accruals provided under the Company’s employee benefit plans and policies (including vacation policies) upon termination of employment in accordance with the terms contained therein (collectively, the “Accrued Obligations”). (b) The Company may terminate Executive’s employment at any time for Cause. “Cause” shall mean a good faith determination by the Company without Cause on thirty Board that Executive has: (30i) engaged in any act of willful and gross misconduct or fraud in the course of his employment; (ii) been convicted of or pleaded “guilty” or “no contest” to a felony or other crime of moral turpitude; or (iii) materially breached this Agreement which, in the case of clause (iii) only, has not been cured within 30 days of written notice to the Executive ( provided that during of such notice period the Company shall not be required to provide work violation. Any termination for the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination Cause shall be effective immediately upon delivery to Executive of written notice of such termination, subject to the Companycure right in clause (iii) above. In the event that the Company terminates Executive’s receipt of notice thereof from employment for Cause, he shall be entitled only to be paid the Executive), (vi) without action by the Company, the Executive Accrued Obligations and shall have no right to any further compensation or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason benefits under this Section 6, the Company shall be obligated to pay or provide to the Executive (or his estate, as applicable) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to and including the date on which the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his employment with the Company in accordance with the terms and conditions of the applicable plans of the Company, and (D) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”).

Termination of Employment. (a) The Company shall have the right at its option to terminate the employment of the Executive Employee hereunder and the Employment Term may be terminated at any time (i) by the Company with Cause on giving written notice thereof to the Executive, (ii) by Employee in the Company without Cause on thirty (30) days written notice to the Executive ( provided that during such notice period the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt event of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. following: (1) If the Executive’s employment is terminated for any reason under this Section 6, the Company shall be obligated to pay or provide to the Executive (or his estate, as applicable) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to and including the date on which the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination Board of his employment with the Company in accordance with the terms and conditions of the applicable plans Directors of the Company, or a duly authorized committee thereof, acting in good faith and upon reasonable grounds, determines that the Employee should be terminated for Cause. For purposes of this Agreement, "Cause" means, in each case as determined in good faith by the Board, Employee's (i) personal dishonesty, willful misconduct, or breach of fiduciary duty involving personal profit, and/or (ii) conviction of any felony law, and/or (iii) a determination or request by an appropriate regulatory authority that Employee be removed or disqualified from acting as an officer of the Company, and/or (iv) willful breach of a material provision of this Agreement after written notice, in reasonable detail as the alleged breach, has been given to you by the Board and you have had a reasonable opportunity to cure such breach. Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Employee (i) a copy of a resolution, duly adopted by the Board (excluding the Employee) at a meeting of the Board called and held for the purpose (after reasonable notice to the Employee of the meeting of the Board at which the motion is to be considered, which notice shall specify in reasonably detailed terms the facts and circumstances constituting Cause, and after the Employee, together with his counsel, having been afforded at such meeting an opportunity to be heard before the Board), finding that the Employee was guilty of conduct constituting Cause; (ii) a certificate of the Secretary or an Assistant Secretary of the Company stating that such resolution was in fact duly adopted by the Board (excluding the Employee); and (Diii) reimbursement for any unreimbursed business expenses incurred by a Notice of Termination in the Executive prior to his date form specified in the following sentence. A Notice of Termination shall indicate the specific termination pursuant to Section 6(e) ((A)-(D) collectively, provision in this Agreement relied upon and set forth in reasonable detail the “ Accrued Amounts ”)facts and circumstances of the Employee's employment under the provision so indicated and the actual termination effective date.

Termination of Employment. The employment of (a) Subject to its payment obligations under this Section and Section 5 or 6, if applicable, the Executive hereunder Company and the Employment Term Bank may be terminated terminate the Executive’s employment with the Company and the Bank and this Agreement at any time (i) by the Company time, with Cause on written notice to the Executive, (ii) by the Company or without Cause on (as defined in subsection (b) below), by providing at least thirty (30) days prior written notice to (with the Executive ( provided that during such exception of a termination for Cause, for which no prior written notice period is required) setting forth the provision of the Agreement under which the Company shall not be required and the Bank intend to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to terminate the Executive’s Disability (as hereinafter defined) on written employment and that satisfies any additional specific notice to provisions under such provision. The Executive may voluntarily terminate his employment with the ExecutiveCompany and the Bank and this Agreement at any time, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive or without Good Reason on (as defined in subsection (c) below), by providing at least thirty (30) days prior written notice to the Company (and the Bank setting forth the provision of the Agreement under which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due intends to the expiration of the Employment Term pursuant to Section 3. If terminate the Executive’s employment is terminated for and that satisfies any reason additional specific notice provisions under such provision. Upon termination of the Executive’s employment and this Section 6Agreement during the Term, the Company Executive shall be obligated to pay or provide entitled to the Executive (following in addition to any benefits payable under Section 5 or his estate6, as applicable, and shall have no further rights to any compensation or any other benefits from the Company or the Bank or any other affiliate of the Company: (i) Any earned but unpaid Base Salary through the effective date of the Executive’s termination of employment with the Company and the Bank (the “Termination Date”), paid in a lump sum accordance with Section 3(a). (ii) Provided that the Executive applies for reimbursement in accordance with the Bank’s established reimbursement policies (within the period required by such policies but under no circumstances less than thirty (30) days following after his Termination Date), the Bank shall pay the Executive any reimbursements to which he is entitled under such termination, or at such policies. (iii) Any benefits (other time prescribed by any applicable plan: (Athan severance) any base salary payable to the Executive pursuant under any of the Bank’s incentive compensation or employee benefit plans or programs shall be payable in accordance with the provisions of those plans or programs. (iv) All rights to this Agreement, accrued up to indemnification and including the date on which directors and officers liability insurance provided under Section 3(h). Upon termination of the Executive’s employment terminateshereunder for any reason, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination shall be deemed to have resigned from all positions that the Executive holds as an officer or member of his employment with the board of directors of the Company in accordance with or the terms and conditions Bank or of the applicable plans any other affiliate of the Company. (b) For purposes of this Agreement, and (D) reimbursement for “Cause” means the occurrence of any unreimbursed business expenses incurred by of the Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectively, following during the “ Accrued Amounts ”).Term:

Termination of Employment. The (a) Executive’s employment of under this Agreement shall terminate upon the Executive hereunder and the Employment Term may be terminated at any time earliest to occur of: (i) the expiration and non-renewal of the term of this Agreement at the end of the Employment Period, pursuant to Section 1 hereof; (ii) termination due to Disability; (iii) termination of Executive’s employment by the Company for any reason other than termination due to Disability; (iv) Executive’s death; or (v) termination of Executive’s employment by Executive for any reason. Upon the termination of Executive’s employment with Cause on written notice the Company for any reason, Executive shall be deemed to have resigned from the Board if a member at such time and all other positions with the Employer or any of its Affiliates (defined below) held by Executive as of the date immediately preceding her termination of employment. (b) If Executive’s employment ends for any reason, except as otherwise contemplated in this Section 4, Executive shall cease to have any rights to salary, bonus (if any) or other benefits, other than (i) the earned but unpaid portion of Executive’s Base Salary through the date of termination or resignation, (ii) by the Company without Cause on thirty (30) days written notice to the Executive ( provided that during such notice period the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices)any annual, (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s deathlong-term, or (vii) due other incentive award that relates to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 6, the Company shall be obligated to pay a completed fiscal year or provide to the Executive (or his estateperformance period, as applicable, and is payable (but not yet paid) in a lump sum within thirty (30) days following such termination, on or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to and including before the date on of termination or resignation, which the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his employment with the Company shall be paid in accordance with the terms of such award, (iii) a lump-sum payment in respect of accrued but unused vacation days at Executive’s per-business-day Base Salary rate, (iv) any unpaid expense or other reimbursements due to Executive, and conditions of the applicable plans (v) any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company, and provided that Executive shall not be entitled to any payment or benefit under any Company severance plan, or any replacement or successor plan (D) reimbursement for any unreimbursed business expenses incurred by subsections 4(b)(i)-(v), the Executive prior to his “Accrued Benefits”). The Accrued Benefits shall be paid as soon as administratively practicable following the date of termination pursuant termination, in accordance with Employer’s policy and applicable law, subject to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”)all required payroll deductions and withholdings.

Termination of Employment. The employment (i) If a Change in Control (as defined in Section 3(i) hereof) occurs during the term of this Agreement and any of the following events occur within two years after such Change of Control, (x) all stock options in the Company (or its successor as a result of the Change of Control) held by the terminated Executive hereunder shall be accelerated so that they are fully exercisable by the terminated Executive for the period after termination specified in such stock options and (y) the Employment Term may terminated Executive shall be terminated entitled to receive the cash payment provided in Section 4 hereof: (a) the Company shall have exercised its right to terminate the Executive without cause; or (b) the Executive shall have voluntarily exercised his option to terminate his employment for Good Reason (as defined in Section 3(ii) hereof). Notice of election of this option must identify the Executive who desires to terminate his employment and set forth in reasonable detail the facts and circumstances claimed to constitute Good Reason. (ii) From and after the date of a Change in Control, the Company shall have the right to terminate Executive from employment at any time during the term of this Agreement for Cause (ias defined in Section 3(iii) hereof), by the Company with Cause on written notice to the Executive, specifying the particulars of the conduct of Executive forming the basis for such termination, and Executive shall not be entitled to any payment pursuant to Section 4 for termination for Cause. (iii) From and after the date of a Change in Control during the term of this Agreement, Executive shall not be removed from employment with the Company except as provided in Section 2(i) or (ii) by the Company without Cause on thirty (30) days written notice to the Executive ( provided that during such notice period the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to the hereof or as a result of Executive’s 's Disability (as hereinafter defineddefined in Section 3(iv) on written notice hereof) or his death. Executive's rights upon termination of employment prior to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company a Change in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive Control or any other person or entity, immediately upon the Executive’s death, or (vii) due to after the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under term of this Section 6, the Company Agreement shall be obligated governed by the standard employment termination policy applicable to pay or provide to Executive in effect at the Executive (or his estate, as applicable) in a lump sum within thirty (30) days following such time of termination, or at such other time prescribed . Any notice given by any applicable plan: (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to and including Section 2 shall be effective ten (10) business days after the date on which the it is given by Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his employment with the Company in accordance with the terms and conditions of the applicable plans of the Company, and (D) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”).

Termination of Employment. The (a) Executive’s employment of the Executive hereunder shall automatically and the Employment Term immediately terminate upon Executive’s death. Executive’s employment may be terminated by the Company at any time because of Disability (defined below), or for Cause (defined below), or for any reason other than Cause or Disability (“Without Cause”), by delivering notice of such termination, and may be terminated by Executive at any time for Good Reason (defined below) or for any other reason, provided, however, Executive shall be required to give the Company at least 30 days advance written notice of any resignation, and the Company shall be required to give Executive at least 30 days advance written notice of any termination Without Cause. The Company may, in its discretion, require Executive to cease performing services for the Company, in whole or part, during any portion of such 30 day notice period, in which event the Company will continue to pay Base Salary, if any, and provide benefits and calculate bonuses, if any, through the end of such 30 day period. (b) Following any termination of Executive’s employment, notwithstanding any provision to the contrary in this Agreement, the obligations of the Company to pay or provide Executive with compensation and benefits under Section 4 shall cease as of the Termination Date, except as otherwise provided herein, and the Company shall have no further obligations to provide compensation or benefits to Executive hereunder except (i) by for payment of any accrued but unpaid Base Salary, if any, and PTO and unreimbursed expenses under Section 4(d) incurred through the Company with Cause on written notice to the ExecutiveTermination Date, (ii) by for the Company without Cause on thirty (30) days written notice payment of any non-deferred cash portion of any discretionary Bonus awarded in respect of the fiscal year prior to the Executive ( provided that during fiscal year in which termination of employment occurs but unpaid as of the Termination Date (which will be paid when such notice period non-deferred cash portion of the Company shall not discretionary Bonus would otherwise be required to provide work for the Executive and may require that the Executive not report to the Company’s officespayable), (iii) by the Company due as set forth in any other benefit plans, programs or arrangements applicable to the Executive’s Disability (as hereinafter defined) on written notice to the Executiveterminated employees in which Executive participates, and (iv) as otherwise expressly required by the Executive with Good Reason on written notice applicable statute. Notwithstanding any provision to the Company, contrary in this Agreement (v) by including the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt above provisions of notice thereof from the Executivethis paragraph), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the if Executive’s employment is terminated for Cause or if Executive resigns without Good Reason, Executive shall not be entitled to receive any reason under this Section 6, previously unpaid portion of the Company shall be obligated to pay current or provide to the Executive any prior fiscal year’s discretionary bonus. (or his estate, as applicablec) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to and including the date on which the If Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his employment with terminated by the Company Without Cause or by Executive for Good Reason (defined below), then, in addition to the entitlements described in Section 5(b), Executive shall be entitled to severance payments and benefits in accordance with with, and subject to the terms and conditions of, the Company’s Severance Guidelines in effect as of the applicable plans Termination Date. For purposes of the Company, and (D) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”).this Agreement:

Termination of Employment. The (a) Executive’s employment of with the Executive hereunder and the Employment Term Company under this Agreement may be terminated at any time terminate upon: (i) by Executive’s receipt of written notice from the Company with of the termination of his employment for other than Cause on written (as hereinafter defined), effective as of the date indicated in such notice to (which date may be the date of Executive, ’s receipt of such notice); (ii) by Executive’s receipt of written notice from the Company that Executive’s employment with the Company shall be terminated for Cause, effective as of the date indicated in such notice (which date may be the date of Executive’s receipt of such notice); (iii) Executive’s resignation or other voluntary termination of his employment (with or without Cause on Good Reason), provided that Executive shall be required to give thirty (30) days written notice to of his termination, except for a termination for Good Reason in which event the Executive ( provided that during such notice period the Company provisions of Section 9(e) shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, apply; (iv) by the Executive with Good Reason on written notice to the Company, Executive’s Disability; (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the CompanyExecutive’s receipt of notice thereof from the Executive), death; or (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3Term. If Executive remains employed by the Company following the expiration of the Term, Executive shall, for all purposes, be an employee-at-will. (b) The date upon which Executive’s employment is terminated for any reason under this Section 6, the Company shall be obligated to pay or provide to the Executive (or his estate, as applicable) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to and including the date on which the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his employment with the Company is effective shall be the “Termination Date.” (c) Upon termination of Executive’s employment with the Company for any reason, Executive shall resign from all positions held as officer or director of the Company or its Affiliates effective as of the Termination Date. (d) Upon termination of Executive’s employment with the Company for any reason, whether prior to, upon or following the expiration of the Term, Executive shall be entitled to receive unpaid Base Salary through the Termination Date, the value of Executive’s accrued but unused vacation days, and reimbursement of business expenses as provided in Section 4(e) (together, the “Accrued Obligations”) and any vested rights of Executive under any equity awards or agreements to the extent provided for in accordance with the terms and conditions of the applicable plans of the Company, and (D) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”)such awards or agreements.

Termination of Employment. The employment All unvested RSUs shall become fully vested upon the termination of the Executive hereunder and the Employment Term may be terminated at any time (i) by Participant’s employment or service with the Company with Cause on written notice to the Executive, (ii) by the Company without Cause on thirty or a resignation by the Participant for Good Reason or death. For purposes of this Agreement, “Cause” shall have the meaning set forth in that certain Amended and Restated Employment Agreement, by and between the Participant and the Company, effective as of January 1, 2021 (30the “Employment Agreement”). For purposes of this Agreement, “Good Reason” shall mean following events or conditions: (i) days a material reduction by the Company in the Participant’s Base Salary or Target Bonus (each, as defined in the Employment Agreement) level; (ii) the Participant shall be required to work at a location more than fifty (50) miles away from the Participant’s place of work as of the Grant Date; (iii) the assignment to the Participant by the Company of duties substantially inconsistent with, any change in the Participant’s titles or the significant reduction of the powers and functions associated with, the Participant’s positions, titles or offices as described herein; (iv) the failure of any successor (whether direct or indirect, by stock or asset purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly to assume and agree to perform the Employment Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Any assertion by the Participant of a termination for Good Reason shall not be effective unless all of the following conditions are satisfied: (A) the condition described in Sections 3(d)(i), 3(d)(ii), 3(d)(iii) or 3(d)(iv) giving rise to the Participant’s termination of employment must have arisen without the Participant’s consent; (B) the Participant must provide written notice to the Executive ( provided that during such notice period the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration Board of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 6, the Company shall be obligated to pay or provide to the Executive (or his estate, as applicableexistence of such condition(s) in a lump sum within thirty (30) days following of the initial existence of such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to and including the date on which the Executive’s employment terminates, (B) any earned but unpaid annual bonus, condition(s); (C) any employee benefits to which the Executive is entitled upon termination condition(s) specified in such notice must remain uncorrected for thirty (30) days following the Board’s receipt of his employment with the Company in accordance with the terms and conditions of the applicable plans of the Company, such written notice; and (D) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of the Participant’s termination pursuant to Section 6(eof employment must occur within sixty (60) ((A)-(Ddays after the initial existence of the condition(s) collectively, the “ Accrued Amounts ”)specified in such notice.

Termination of Employment. The A. Executive’s employment shall commence as of the Executive hereunder Effective Date and the Employment Term shall continue until terminated in accordance with this Agreement. B. The Company may be terminated terminate Executive’s employment under this agreement at any time for any reason by providing Executive with at least fifteen (i) by the Company with Cause on written notice to the Executive, (ii) by the Company without Cause on thirty (3015) days prior written notice to the Executive ( provided that during notice. However, such notice period the Company shall requirement is not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the if Executive’s employment is terminated for any reason under this Section 6, cause as described in subparagraph 8(D) below. C. If Executive’s employment is terminated by the Company shall be obligated (other than for cause) pursuant to pay Subsection 8(B) or provide to by the Executive (or his estatefor “good reason” pursuant to Subsection 8(F), as applicable) and such termination is not for any of the reasons set out in a lump sum within thirty (30) days Subsections 8(D), then, following such termination, Executive shall be entitled to continue to receive the following as severance (the "Severance Benefits"): (i) a pro rata share of any Target Bonus earned by Executive for the year in which the termination takes place, minus any federal, state and local payroll taxes and other withholdings legally required or properly requested by Executive; and (ii) payment by way of lump sum and/or salary continuance, or a combination of both, of nine (9) months of the Executive’s base salary, minus any federal, state and local payroll taxes and other withholdings legally required or properly requested by Executive, provided, however, Executive shall receive no Severance Benefits under this Paragraph 8(C) unless Executive executes and delivers to the Company, in a form acceptable to the Company and its counsel, a general release of claims against the Company (a “Release”), which Release is not revoked within any time period allowed for revocation under applicable law. D. The Company may at any time, upon written notice, terminate Executive’s employment hereunder for cause as described in (i) and (ii) below. Such termination will be effective immediately upon such notice and, for the avoidance of doubt, Executive will not be entitled to any Severance Benefits, nor any acceleration of vesting of stock options, as a result of such termination. For purposes of this agreement, Executive’s employment with the Company will be deemed to have been involuntarily terminated for cause if Executive’s services are terminated by the Company for one or more of the following reasons: (i) acts of fraud or embezzlement or other time prescribed by any applicable plan: intentional misconduct which adversely affects the Company's business, or (Aii) any base salary misappropriation or unauthorized disclosure or use of the Company's proprietary information. E. Executive’s employment shall automatically terminate in the event of Executive’s death on the date of his death. In such event, the Severance Benefits described in Section 8(C) shall be payable to the Executive's estate. F. Executive pursuant may terminate his employment under this agreement at any time for any reason upon fifteen (15) days prior written notice to this Agreementthe Company. Company may, accrued up in its discretion, waive all or any portion of such notice in writing. No Severance Benefits (including acceleration of vesting of stock options) are payable to and including Executive unless such termination by Executive is for “good reason”. If the date on which the Executive’s Executive terminates his employment terminatesfor "good reason", (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his employment with to receive the Company Severance Benefits described in accordance with Section 8(C). "Good reason" means: (i) a material decrease in the terms Executive’s title, duties, responsibilities, and/or compensation and conditions benefits; or (ii) the Company’s material breach of the applicable plans employment agreement that has not been cured within seven (7) days after Executive provides written notice of the Company, and (D) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”)such material breach.

Termination of Employment. (a) The employment of the Executive hereunder Term and the Employment Term Executive’s employment by the Company and its Related Entities (i) may be terminated at any time (iA) by the Company at any time with Cause on written notice in accordance with Section 5(f)(i) or without Cause or due to the Executive’s Disability, (ii) by the Company without Cause on thirty (30) days written notice to the Executive ( provided that during such notice period the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (ivB) by the Executive with for Good Reason on written notice to the Company, in accordance with Section 5(f)(iii) and (vC) by the Executive without Good Reason on thirty (30) upon not less than 90 days written notice to the Company and (which notice period may be waived by the Company in its discretion, in which case, such termination ii) shall be effective immediately automatically terminate upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death. Upon any termination of Executive’s employment, or (vii) due Executive agrees to automatically resign, and is deemed to have automatically resigned from, all positions with the expiration Company and its Related Entities, including as a member of the Employment Board or the board of any subsidiary. In the event Executive provides notice of his intent to terminate his employment without Good Reason, the Company may place Executive on garden leave during all or a portion of the 90-day notice period, which may entail, without limitation, relieving Executive of his positions and/or duties with the Company and its Related Entities or preventing Executive from performing his services at a Company location and any such actions shall not be a breach of this Agreement, be considered to be a termination of the Executive without Cause or constitute an event of “Good Reason”. The Company shall continue to comply with its obligations under Section 3 during any period of garden leave. (b) In the event the Term pursuant to Section 3. If and the Executive’s employment is terminated by (x) the Company for any reason under other than Cause or due to Executive’s Disability, (y) Executive for Good Reason or (z) the Executive on the last day of the Term following the Company’s delivery of a Notice of Non-Renewal if, and only if, the Executive previously notified the Company in writing of his intention to so terminate at least 45 days before the end of the Term, Executive shall be entitled to receive (i) the amount of Executive’s Base Salary and expenses accrued with respect to the period prior to the date of termination of Executive’s employment, to the extent not previously paid; (ii) bonus for the prior year, if any, that the Company has declared that Executive has earned but which has not yet paid; (iii) a lump sum cash payment in an amount equal to two multiplied by the sum of (A) the amount of Executive’s annual Base Salary as of the day immediately preceding the date of such termination, and (B) the average annual bonus earned by Executive during the two most recently completed fiscal years of the Company (it being understood that if Executive is terminated after the end of a fiscal year but before the date on which bonuses for such year have been paid to senior executives of the Company, Executive’s Average Bonus shall be calculated using the two fiscal years immediately preceding such year) (“Average Bonus”) and; (iv) continued medical coverage at active employee rates for the 24 month period following such termination or, if earlier, until Executive receives other employer-provided coverage. In addition, any and all outstanding RSUs and stock options granted to Executive that are subject to vesting based solely and exclusively on the continued performance of services by Executive (“Time-Based Awards”) that are unvested shall immediately vest and, if applicable, become exercisable in full upon the date of such termination and any outstanding Time-Based Awards that are stock options shall remain exercisable for three (3) months after the date of such termination; provided that all vested options issued pursuant to the 2004 Equity Incentive Plan will remain exercisable until the later of (i) 2 1/2 months after the date such options would normally expire and (ii) the last day of the year in which the Executive is terminated. The RSU grant set forth in Section 3(c) and any other outstanding equity awards granted to Executive that are subject to vesting, in whole or in part, based on the achievement of objective or subjective performance conditions (“Performance-Based Awards”) will vest and become exercisable in full only according to the terms of such grant. Any amount payable or benefit provided to Executive pursuant to this Section 65(b) (other than clause (i)) shall be paid or provided to Executive only in the event that he executes and does not revoke a release of claims agreement substantially in the form attached hereto as Exhibit B. (c) In the event the Term and the Executive’s employment is terminated by the Company for Cause or voluntarily by Executive other than for Good Reason, (i) the Company shall pay Executive the amount of Executive’s Base Salary and expenses accrued with respect to the period prior to the date of termination of Executive’s employment, to the extent not previously paid, (ii) all outstanding unexercised options, whether vested or unvested at the time of the termination, and all unvested RSUs will terminate immediately upon termination, and (iii) the Company shall have no other or further obligation to Executive hereunder, including without limitation any obligation to make severance payments or payments in respect of Discretionary Bonus. (d) In the event that Executive’s employment is terminated by reason of Executive’s death or Disability, the Company shall be obligated to pay or provide to the Executive (or his estatepersonal representative as the case may be): (i) the amount of Executive’s Base Salary and expenses accrued with respect to the period prior to the date of termination of Executive’s employment, as applicableto the extent not previously paid; (ii) in bonus for the prior year, if any, that the Company has declared that Executive has earned but which has not yet paid; (iii) a lump sum cash payment equal to the Executive’s annual bonus (including the cash and equity component of such annual bonus) from the prior year based on the number of days of the current year the Executive has been employed by the Company and the denominator of which is 365; (iv) continued medical coverage at active-employee rates for two years or, if earlier, until the Executive receives subsequent employer-provided coverage; and (v) the amount of any benefits as are payable to Executive (or his personal representative) by reason of such death or disability under the terms of any employee plan or insurance program maintained by the Company and in which Executive was a participant. In addition, any and all outstanding Time-Based Awards that are unvested shall immediately vest and, if applicable, become exercisable in full upon the date of such termination and any outstanding Time-Based Awards that are stock options shall remain exercisable for the period specified in the applicable option agreement. Any outstanding Performance-Based Awards will vest and become exercisable in full only according to the terms of such grant. Any amount payable to Executive pursuant to clause (iii) and (iv) of this Section 5(d) shall be paid to Executive only in the event that he (or his personal representative as the case may be) executes a release of liability in favor of the Company in a form satisfactory to the Company. (e) In the event the Term and the Executive’s employment is terminated (x) by the Company for any reason other than Cause or due to Executive’s Disability or (y) by Executive for Good Reason, in each case, within thirty the one year period immediately following a Change in Control, Executive shall be entitled to receive: the benefits provided in Subsections (30i), (ii), (iii) days following such terminationand (iv) of Section 5(b); provided that in lieu of, or at such other time prescribed by any applicable plan: and not in addition to, the severance benefits specified Section 5(b)(iii), Executive shall be entitled to receive a cash lump sum payment equal to the sum of (A) three multiplied by the amount of Executive’s annual Base Salary as of the day immediately preceding the date of such termination and (B) two multiplied by Executive’s Average Bonus. In addition, any base salary payable and all outstanding Time-Based Awards that are unvested shall immediately vest and, if applicable, become exercisable in full upon the date of such termination and any outstanding Time-Based Awards that are stock options shall remain exercisable for three (3) months after the date of such termination; provided that all vested options issued pursuant to the 2004 Equity Incentive Plan will remain exercisable until the later of (i) 2 1/2 months after the date such options would normally expire and (ii) the last day of the year in which the Executive is terminated. Any outstanding Performance-Based Awards will vest and become exercisable in full only according to the terms of such grant. Any amount payable or benefit provided to Executive pursuant to this Section 5(e) (other than clause (i)) shall be paid or provided to Executive only in the event that he executes and does not revoke a release of claims agreement substantially in the form attached hereto as Exhibit B. (f) For purposes of this Agreement: (i) The Board or the CEO, accrued up in the exercise of good faith and reasonable judgment, may terminate the Term and Executive’s employment for “Cause” if, after giving Executive notice and an opportunity to be heard by the Board, the Board determines by a majority vote (excluding Executive if he is then a member of the Board), that any of the following has occurred: (i) Executive’s willful and including continued failure to substantially perform his material duties for the date Company (other than due to disability) after written notice specifying such failure and the manner in which the Executive may rectify such failure in the future, if rectifiable, (ii) Executive’s breach of any material term of this Agreement that is not cured within 30 days of written notice from the Company, (iii) Executive’s engaging in willful, intentional misconduct that has resulted in damage to the Company’s business or reputation, (iv) Executive having been indicted or convicted of, or pleaded guilty or nolo contendere to, a felony or other crime of moral turpitude, (v) Executive having engaged in fraud against the Company or having intentionally misappropriated Company property or breached any fiduciary duty owed to the Company that has a detrimental effect on which the Company’s reputation or business, (vi) a failure by Executive to comply with a material written employment policy or rule of the Company that are not cured within 30 days of written notice from the Company, (vii) Executive’s unreasonable obstruction or impeding of, or failure to cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity, (viii) Executive being found liable in any Securities and Exchange Commission or other civil or criminal securities law action or becoming subject to any cease and desist order with respect to such action (regardless of whether Executive admits or denies liability), or (ix) Executive’s failure to maintain any and all licenses necessary to the performance of the duties described in Section 1(a) above. (ii) The Company may terminate the term and Executive’s employment due to “Disability” in the event any physical or mental illness, disability or impairment that, after reasonable accommodation, has prevented Executive from continuing the performance of Executive’s normal duties and responsibilities hereunder for a period in excess of 210 consecutive days or of 270 non-consecutive days within any 18 month period. (iii) Executive may terminate the term and Executive’s employment for “Good Reason” in the event that without the Executive’s employment terminatesexpress prior written consent, the occurrence of any one or more of the following occurs: (i) a material diminution of the Executive’s positions (excluding removal from the Board of Directors or any diminution arising reasonably from the fact that the Company may no longer be a public company or that Executive may not be President of the entirety of the new combined organization following a Change in Control), titles, duties, or responsibilities from, or the assignment to the Executive of duties materially inconsistent with, those in effect on the date of the Agreement; (ii) the Company’s requiring Executive to be based at a location in excess of thirty-five (35) miles from the location of the Executive’s principal job location or office as of the effective date of the Agreement, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s present business obligations; (iii) a reduction by the Company of Executive’s Base Salary, (Biv) the Company’s breach of any earned but unpaid annual bonusmaterial terms of the Agreement; or (v) the failure of the Company to require assumption of the Agreement by a successor, except if such assumption would occur by operation of law. Notwithstanding anything to the contrary contained herein, “Good Reason” shall not be deemed to exist, and Executive may not terminate his employment for Good Reason, unless (i) Executive has provided written notice to the Company of the existence of Good Reason within 90 days of the occurrence of the event purporting to constitute Good Reason, (Cii) any employee benefits the Company fails to which the cure such event within 30 days of receipt of such notice and (iii) Executive is entitled upon termination of terminates his employment with the Company in accordance with the terms and conditions of the applicable plans within 5 days of the Company, and ’s failure to cure such event. (Div) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”).The term “Change in Control” shall mean:

Termination of Employment. The employment (i) If a Change in Control (as defined in Section 3(i) hereof) occurs during the term of this Agreement and any of the following events occur within two years after such Change of Control, (x) all stock options in the Company (or its successor as a result of the Change of Control) held by the terminated Executive hereunder shall be accelerated so that they are fully exercisable by the terminated Executive for the period after termination specified in such stock options and (y) the terminated Executive shall be entitled to receive the cash payment provided in Section 4 hereof: (a) the Company or the Subsidiary, as the case may be, shall have exercised its right to terminate the Executive without cause; or (b) the Executive shall have voluntarily exercised his option to terminate his employment for Good Reason (as defined in Section 3(ii) hereof). Notice of election of this option must identify the Executive who desires to terminate his employment and set forth in reasonable detail the facts and circumstances claimed to constitute Good Reason. (ii) From and after the date of a Change in Control, the Company and the Employment Term may be terminated Subsidiary shall have the right to terminate Executive from employment at any time during the term of this Agreement for Cause (ias defined in Section 3(iii) hereof), by the Company with Cause on written notice to the Executive, specifying the particulars of the conduct of Executive forming the basis for such termination, and Executive shall not be entitled to any payment pursuant to Section 4 for termination for Cause. (iii) From and after the date of a Change in Control during the term of this Agreement, Executive shall not be removed from employment with the Company or the Subsidiary, as the case may be, except as provided in Section 2(i) or (ii) by the Company without Cause on thirty (30) days written notice to the Executive ( provided that during such notice period the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to the hereof or as a result of Executive’s 's Disability (as hereinafter defineddefined in Section 3(iv) on written notice hereof) or his death. Executive's rights upon termination of employment prior to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company a Change in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive Control or any other person or entity, immediately upon the Executive’s death, or (vii) due to after the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under term of this Section 6, the Company Agreement shall be obligated governed by the standard employment termination policy applicable to pay or provide to Executive in effect at the Executive (or his estate, as applicable) in a lump sum within thirty (30) days following such time of termination, or at such other time prescribed . Any notice given by any applicable plan: (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to and including Section 2 shall be effective five (5) business days after the date on which the it is given by Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his employment with the Company in accordance with the terms and conditions of the applicable plans of the Company, and (D) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”).

Termination of Employment. The Either Executive or Franklin may terminate Executive's employment of the Executive hereunder and the Employment Term may be terminated at any time upon giving the other at least ninety (i90) by the Company with Cause on days advance written notice to the Executiveof such termination, (ii) by the Company without Cause on thirty (30) days written notice to the Executive ( provided that during Franklin may specify an earlier date of termination (not earlier than the date of such notice period the Company shall not be required to provide work notice) if termination is for the Executive and may require that the Executive not report to the Company’s officesGood Cause (as defined below), and Executive may specify an earlier date of termination (iiinot earlier than the date of such notice) by the Company if termination is for Good Reason (as defined below), and provided further that if termination is due to the Executive’s Disability (as hereinafter defined) on written notice to the death of Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon such death and without any requirement for written notice. In the Company’s receipt event of notice thereof from any termination hereunder Executive shall be entitled to receive compensation and benefits only as hereinafter set forth or as provided in paragraph 2: (a) If Executive's employment is terminated by Executive without Good Reason or by Franklin with Good Cause (i) Executive's compensation under (a) and (b) of paragraph 3 shall be limited to a pro-rata portion of Executive's Salary (and not any bonus) for the Executiveyear of termination, and (ii) Executive shall continue to be provided with the benefits under (c), (vid), (e) and (f) of paragraph 3, (subject however to all terms, if any, of the Benefit Plans that may be applicable to termination of employment) until the effective date of the termination; (b) If at any time other than as specified in subparagraph (c) of this paragraph 6, (i) Franklin shall terminate Executive's employment without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s deathGood Cause, or (viiii) due Executive shall voluntarily terminate such employment with Good Reason: (A) Franklin shall pay Executive the following amounts: (1) in accordance with normal payroll practices, the Salary earned by Executive pursuant to subparagraph 3(a) but not yet paid as of the date of Executive's termination of employment, and any bonus earned by Executive pursuant to subparagraph 3(b) for the year prior to the expiration year in which Executive's termination occurs but not yet paid as of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 6such date, the Company shall be obligated to pay or provide to the Executive and (or his estate, as applicable2) in a lump sum cash payment, within 30 days of such termination, equal to the sum of (a) not less than a prorata portion (based on the date on which such termination occurs) of Executive's target bonus provided pursuant to subparagraph 3(b) for the year in which such termination occurs, (b) one times Executive's target bonus provided pursuant to subparagraph 3(b) for the year in which such termination occurs, and (c) one times Executive's then current Salary. (B) For the severance period, Executive shall continue to be provided with the benefits under Benefit Plans that are health and welfare plans, and shall be considered an active employee for such purposes. The date of Executive's termination of employment shall be considered a “qualifying event” as such term is defined in Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”), and any continued coverage by Executive, his spouse or eligible dependents under Franklin's group health plan after Executive's termination of employment shall be considered COBRA coverage. For the duration of the severance period, Franklin shall pay the difference between the full COBRA premium and Executive's share of the premium (which will be based on active employee rates). (C) Franklin shall pay Executive a lump sum payment (calculated based on his age as of his termination of employment) within thirty (30) days following his termination of employment of an amount equal to the increase in benefits under all tax-qualified and supplemental retirement plans maintained by Franklin in which Executive participates at termination of employment that results from crediting Executive with additional service for all purposes (including determining service and age for early retirement factors, if applicable) under such plans equal to the severance period, and deeming Executive to be an employee of Franklin during the severance period. The amounts attributable to additional benefits under any such plan shall be based on Executive's compensation level as of his termination of employment. The amounts attributable to additional benefits under any retirement plan that is a defined contribution plan shall include the additional Franklin contributions that would have been made or credited on Executive's behalf had he authorized the same elective contributions he had elected for the year in which the termination of employment occurs, and shall include earnings that would have accrued under the applicable plan during the severance period (the earnings will be determined by multiplying the aggregate contributions to each such plan by the weighted average of the rate of return of the actual investment alternatives elected by Executive as of the beginning of the 12-month period ending on the employment termination date). Benefits accrued under such plans prior to Executive's termination of employment shall be paid in accordance with the terms of such plans. (D) In the case of outstanding equity-based awards granted to Executive by Franklin, (i) any stock options shall be accelerated and become immediately exercisable in full on the date of termination and shall remain exercisable for such period after the date of termination as is provided under the terms of the options and the plans pursuant to which they were issued; and (ii) in the case of restricted stock and restricted stock unit awards, (a) all time-based restrictions applicable to such awards shall terminate or lapse on the date of termination, and if there are no performance goals applicable to such awards, a pro rata portion of the awards (based on the date of termination) shall be settled and paid to Executive immediately following the date of termination; and (b) all performance-based restrictions applicable to such awards shall terminate or lapse at the end of the applicable performance period based on the actual level of attainment of the performance goals, and a pro rata portion of the awards (based on the date of termination of employment) shall be settled and paid to Executive at the same time payment is made to other executives. The severance period for purposes of this subparagraph 6(b) shall be the period beginning on the date of Executive's termination and ending twelve (12) months thereafter. (c) If within two (2) years after a Change in Control, (i) Franklin shall terminate Executive's employment with Franklin without Good Cause or (ii) Executive shall voluntarily terminate such employment with Good Reason: (A) Franklin shall pay Executive the following amounts: (1) in accordance with normal payroll practices, the Salary earned by Executive pursuant to subparagraph 3(a) but not yet paid as of the date of Executive's termination of employment, and any bonus earned by Executive pursuant to subparagraph 3(b) for the year prior to the year in which Executive's termination occurs but not yet paid as of such date, and (2) a lump sum cash payment, within 30 days of such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable equal to the sum of (a) not less than a prorata portion (based on the date on which such termination occurs) of Executive's target bonus provided pursuant to subparagraph 3(b) for the year in which such termination occurs, (b) two times Executive's target bonus provided pursuant to subparagraph 3(b) for the year in which such termination occurs, and (c) two times Executive's then current Salary. (B) For the severance period, Executive shall continue to be provided with the benefits under Benefit Plans that are health and welfare plans, and shall be considered an active employee for such purposes. The date of Executive's termination of employment shall be considered a “qualifying event” as such term is defined in Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”), and any continued coverage by Executive, his spouse or eligible dependents under Franklin's group health plan after Executive's termination of employment shall be considered COBRA coverage. For the duration of the severance period, Franklin shall pay the difference between the full COBRA premium and Executive's share of the premium (which will be based on active employee rates). (C) Franklin shall pay Executive a lump sum payment (calculated based on his age as of his termination of employment) within thirty (30) days following his termination of employment of an amount equal to the increase in benefits under all tax-qualified and supplemental retirement plans maintained by Franklin in which Executive participates at termination of employment that results from crediting Executive with additional service for all purposes (including determining service and age for early retirement factors, if applicable) under such plans equal to the severance period, and deeming Executive to be an employee of Franklin during the severance period. The amounts attributable to additional benefits under any such plan shall be based on Executive's compensation level as of his termination of employment. The amounts attributable to additional benefits under any retirement plan that is a defined contribution plan shall include the additional Franklin contributions that would have been made or credited on Executive's behalf had he authorized the same elective contributions he had elected for the year in which the termination of employment occurs, and shall include earnings that would have accrued under the applicable plan during the severance period (the earnings will be determined by multiplying the aggregate contributions to each such plan by the weighted average of the rate of return of the actual investment alternatives elected by Executive as of the beginning of the 12-month period ending on the employment termination date). Benefits accrued under such plans prior to Executive's termination of employment shall be paid in accordance with the terms of such plans. (D) In the case of any outstanding equity-based awards granted to Executive by Franklin, (i) in settlement of any stock options (whether or not then exercisable), Franklin shall pay Executive a lump sum cash payment, within 30 days of such termination, equal to the difference between the aggregate fair market value of the shares subject to such options as of the date of such termination and the aggregate exercise price thereof; (ii) performance goals applicable to any awards shall be deemed satisfied at the target performance level; and (iii) all restrictions applicable to any restricted stock awards and restricted stock unit awards shall terminate or lapse on the date of termination, and such awards shall be settled immediately following the date of termination. The severance period for purposes of this subparagraph 6(c) shall be the period beginning on the date of Executive's termination and ending twenty-four (24) months thereafter. (d) Franklin agrees that with respect to any compensation or benefits payable hereunder to Executive with respect to termination of his employment with Franklin for any reason whatsoever, Executive shall not be required to mitigate his damages by seeking other employment or otherwise, and Franklin's obligations hereunder shall not be reduced in any way by reason of any compensation received by Executive from sources other than Franklin after the termination of Executive's employment with Franklin for any reason whatsoever. (e) If in connection with the Change in Control or other event Executive would be or is subject to an excise tax under Section 4999 of the Internal Revenue Code (an “Excise Tax”) with respect to any cash, benefits or other property received, or any acceleration of vesting of any benefit or award (the “Change in Control Benefits”), Executive may elect to have the Change in Control Benefits otherwise payable under this Agreement reduced to the largest amount payable without resulting in the imposition of such Excise Tax. Within 15 days after the occurrence of the event that triggers the Excise Tax, a nationally recognized accounting firm selected by Franklin shall make a determination as to whether any Excise Tax would be reported with respect to the Change in Control Benefits and, if so, the amount of the Excise Tax, the total net after-tax amount of the Change in Control Benefits (after taking into account federal, state and local income and employment taxes and the Excise Tax) and the amount of reduction to the Change in Control Benefits necessary to avoid such Excise Tax. Any reduction to the Change in Control Benefits shall first be made from any cash benefits payable pursuant to this Agreement, accrued up if any, and thereafter, as determined by Executive, and Franklin shall provide Executive with such information as is necessary to make such determination. Franklin shall be responsible for all fees and including expenses connected with the date on determinations by the accounting firm pursuant to this paragraph 6. Executive agrees to notify Franklin in the event of any audit or other proceeding by the IRS or any taxing authority in which the Executive’s employment terminatesIRS or other taxing authority asserts that any Excise Tax should be assessed against Executive and to cooperate with Franklin in contesting any such proposed assessment with respect to such Excise Tax (a “Proposed Assessment”). Executive agrees not to settle any Proposed Assessment without the consent of Franklin. If Franklin does not consent to allow Executive to settle the Proposed Assessment, (B) within 30 days following such demand therefor, Franklin shall indemnify and hold harmless Executive with respect to any earned but unpaid annual bonusadditional taxes, (C) any employee benefits to which the interest and/or penalties that Executive is entitled upon termination of his employment with the Company in accordance with the terms and conditions required to pay by reason of the applicable plans delay in finally resolving Executive's tax liability (such indemnification to be made as soon as practicable, but in no event later than the end of the Company, and (D) reimbursement for any unreimbursed business expenses incurred by calendar year following the calendar year in which Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”makes such remittance). (f) For purposes of this paragraph 6:

Termination of Employment. (a) Under this Agreement, the “Date of Termination” shall mean: (i) if the Company terminates the Executive’s employment, the date designated by the Company as the last day of the Executive’s employment (without reference to and notwithstanding any applicable notice period to which the Executive may be entitled, whether under statue, common law, contract or otherwise); (ii) if the Executive resigns the Executive’s employment with the Company, the date which is the last day of the period specified in paragraph 8(d) below, or such earlier date as the Company may require in accordance with paragraph 8(d); (iii) if the Executive dies, the date of death; (iv) if this Agreement is frustrated at law, which includes but is not limited to Incapacity as specified at paragraph 10 below, the date designated by the Company as the last day of the Executive’s employment. (b) The Company shall be entitled to terminate this Agreement at any time and without notice or payment in lieu thereof or any other payment except for Salary up to the Date of Termination, if the conduct of the Executive is such as to constitute just cause for dismissal. The Executive and the Company agree that “just cause” shall mean: (i) any regulatory sanction that precludes the Executive from fulfilling the Executive’s duties under this Agreement; (ii) any act of the Executive resulting in a criminal conviction of an offence that, in the sole opinion of the Company, is prejudicial to the reputation or business of the Company or which negatively impacts on the Executive’s performance of the Executive’s duties; (iii) any serious breach of the Company’s Workplace Violence, Discrimination and Harassment policies by the Executive as defined by the policies, rules, regulations, systems and procedures of the Company as instituted from time to time; (iv) the commission by the Executive of any act of fraud or theft, whether or not it involves the Company; (v) any serious breach by the Executive of this Agreement (including all Schedules and attachments hereto) or the Company’s written policies in effect from time to time; (vi) any further grounds constituting just cause under the common law. (c) The Company shall be entitled to terminate this Agreement and the employment of the Executive hereunder and the Employment Term may be terminated at any time without cause by providing the Executive with the following: (i) by the Company with Cause on written notice of termination of employment, or pay in lieu of notice or any combination thereof, and severance pay if applicable, in accordance with and limited to the Executiverequirements and laws of the State of Florida, (ii) by the Company without Cause on thirty (30) days written notice to the Executive ( provided that during such notice period the Company shall not be required to provide work for the Executive The United States of America, and may require that the Executive not report to the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 6, the Company shall be obligated to pay or provide to the Executive (or his estatePolicies and Procedures, as applicable) in a lump sum within thirty (30) days following such termination, or at such other amended from time prescribed by any applicable plan: (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to and including the date on which the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any time. The Company will also continue all group employee benefits benefit coverage to which the Executive is ordinarily entitled upon under the group executive benefit plan(s), during the period of notice of termination of his employment as required by the laws of the State of Florida, The United States of America, and the Company’s Policies and Procedures, as amended from time to time; The Executive acknowledges that the provision of such amounts as set out above within this sub article 8(c) are reasonable and that they satisfy and are inclusive of all requirements of the laws of the State of Florida, The United States of America, and the Company’s Policies and Procedures, as amended from time to time and upon receipt of the Executive’s entitlements in accordance with the laws of the State of Florida, The United States of America, and the Company’s Policies and Procedures, and in accordance with this Agreement, no further amount shall be due and payable to the Executive, whether under statute or at common law and furthermore that this Agreement shall constitute a full defense and bar to any such action, cause of action, complaint, demand or claim that the Executive may bring against the Company in any forum. Without limiting the generality of the foregoing, the Executive understands and agrees that the Additional Notice is inclusive of and in satisfaction of any entitlements (if any) to Benefits, Pension Plan contributions and the Additional Notice will be paid by way of Salary continuation or in a lump sum, or any combination thereof, at the Company’s discretion. The Executive understands and agrees that if the Executive chooses not to sign the Full and Final Release Agreement, then the Executive’s only entitlement will be to notice, severance pay if applicable, and benefits continuation in accordance with the laws of the State of Florida, The United States of America, and the Company’s Policies and Procedures, and those set out above at sub article 8(c)(i). All payments are subject to the usual and necessary statutory and other deductions. (d) The Executive may terminate this Agreement and the Executive’s employment with the Company in accordance with upon giving NINETY DAYS (90 days) written notice to that effect to the terms and conditions Company. The Company may either require the Executive to continue to perform the Executive’s duties, or at its sole discretion, waive all or part of the applicable plans SIXTY DAY (90 day) notice period and thus establish an earlier Date of the Company, and (D) reimbursement for any unreimbursed business expenses incurred Termination. Upon receipt of such notice of termination by the Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectivelyExecutive, the “ Accrued Amounts ”)Company shall only be required to pay the Executive’s Salary, benefits and any other amounts earned and payable under any bonus or incentive plan until the actual Date of Termination.

Termination of Employment. (a) TERMINATION BY THE COMPANY WITHOUT JUST CAUSE, BY VIRTUE OF DEATH OR DISABILITY OF THE EXECUTIVE, OR RESIGNATION BY THE EXECUTIVE FOR GOOD REASON. (i) The Company shall have the right to terminate Executive’s employment with the Company pursuant to this Section 6(a) at any time, in accordance with Section 6(d), without “Just Cause” (as defined in Section 6(c)(ii) below) or by virtue of the Executive’s death or Disability (as defined herein) by giving notice as described in Section 9(a) of this Agreement. The executive shall have the right to terminate his employment for Good Reason in accordance with Section 6(a)(vi). (ii) If the Company terminates Executive’s employment at any time without Just Cause or by virtue of the death or Disability of the Executive hereunder and the Employment Term may be terminated at any time (i) by the Company with Cause on written notice to the Executive, (ii) by the Company without Cause on thirty (30) days written notice to the or Executive ( provided that during such notice period the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 6, the Company shall be obligated to pay or provide to the Executive (or his estate, as applicable) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to and including the date on which the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of terminates his employment with the Company for “Good Reason” (as defined in Section 6(a)(vi) below) and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then Executive shall be entitled to receive the Accrued Obligations (defined in 6(a)(iv) below). If Executive complies with the obligations in Section 6(a)(iii) below, Executive shall also be eligible to receive the following “Severance Benefits”: (1) The Company will pay Executive an amount equal to Executive’s then current Base Salary for fifteen (15) months (the “Severance Period”), less all applicable withholdings and deductions, paid in equal installments beginning on the first day of the month following the Release Effective Date (as defined in Section 6(a)(iii) below), with the remaining installments occurring on the first day of each remaining month of the Severance Period thereafter. (2) If Executive timely elects continued coverage under COBRA or, if applicable, state insurance laws, for himself and his covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums or, if applicable, premiums for continuation coverage under state insurance laws, necessary to continue Executive’s and his covered dependents’ health insurance coverage in effect for himself (and his covered dependents) on the termination date until the earliest of: (i) fifteen (15) months following the termination date (the “COBRA Severance Period”); (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA or state continuation coverage (or, with respect to his covered dependents, the date they cease to be eligible for COBRA or state continuation coverage) for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums or, if applicable, premiums for continuation coverage under state insurance laws, on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying such premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium or, if applicable, premiums for continuation coverage under state insurance laws, for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the Company. (3) The Company shall pay to the Executive the premiums for the continuation of the Executive’s life insurance benefits for a period of fifteen (15) months (the “Life Insurance Period”) from the date of termination, subject to any applicable withholdings and deductions, in monthly installments commencing on the Company’s first regular payroll date that is more than sixty (60) days following the date of termination. (4) Notwithstanding anything to the contrary set forth in any applicable equity incentive plans or award agreements, effective as of Executive’s employment termination date, the vesting and exercisability of all unvested shares subject to the Options shall accelerate such that all shares subject to the Options shall become immediately vested and exercisable by Executive upon such termination and the Options shall remain exercisable, if applicable, for twenty-four months following Executive’s termination. (iii) Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6(a)(ii) or Change in Control Severance Benefits pursuant to Section 6(b)(i) of this Agreement if by the 60th day following the date of Executive’s Separation from Service, he has signed and delivered to the Company a reasonable separation agreement that includes a general release in favor of the Company (the “Release”), which cannot be revoked in whole or part by such date (the date that the Release can no longer be revoked is referred to as the “Release Effective Date”). (iv) For purposes of this Agreement, “Accrued Obligations” are any accrued but unpaid portion of the applicable Base Salary, plus any accrued but unused vacation time and unpaid expenses (in accordance with the terms Section 2(d) and conditions of the applicable plans of the Company, and (Dhereof) reimbursement for any unreimbursed business expenses incurred that have been earned by the Executive prior to his as the date of termination pursuant to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”)such termination.

Termination of Employment. The Notwithstanding anything to the contrary in this Agreement, the provisions of this Paragraph 6 shall apply in the event the Executive’s employment of the Executive hereunder and the Employment Term may be is terminated at any time (i) by the Company with Cause on written notice prior to the Executive, date on which the Restricted Stock Signing Bonus Grant shall become Unrestricted Stock as set forth in Paragraph 5: (iia) by the Company without Cause on thirty (30) days written notice to the Executive ( provided that during such notice period the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for by reason of death or Disability at any reason under this Section 6time prior to the date on which the Restricted Stock Signing Bonus Grant shall cease to be restricted and shall become non-forfeitable as set forth in Paragraph 5, then the Company Restricted Stock Signing Bonus Grant shall be obligated to pay or provide to become Unrestricted Stock, and the Executive (or his estate, as applicable) in a lump sum within thirty immediately shall own such shares free of all restrictions otherwise imposed by this Agreement. (30b) days following such terminationIf the Executive’s employment is terminated by the Company for Cause, or at such other time prescribed by any applicable plan: (A) any base salary payable to if the Executive pursuant terminates his employment other than for Good Reason, at any time prior to this Agreement, accrued up to and including the date on which the Restricted Stock Signing Bonus Grant shall cease to be restricted and shall become non-forfeitable as set forth in Paragraph 5, then effective upon the date of such termination any unvested portion of the Restricted Stock Signing Bonus Grant shall be forfeited in full by the Executive. (c) If (i) the Company terminates the Executive’s employment terminateswithout Cause, (Bii) the Executive terminates his employment for Good Reason or (iii) the Company provides the Executive written notice of the Company’s intent not to extend the term of the Employment Agreement as described in Section 3.1 thereof, at any earned but unpaid annual bonustime prior to the date on which the Restricted Stock Signing Bonus Grant shall become Unrestricted Stock as set forth in Paragraph 5, then, subject to Paragraph 6(d) below, all of the shares of restricted stock awarded pursuant to the Restricted Stock Signing Bonus Grant shall become Unrestricted Stock, and the Executive immediately shall own such shares free of all restrictions otherwise imposed by this Agreement. (Cd) As a condition to receiving any employee benefits payments to which the Executive is may otherwise be entitled upon termination of his employment with under Paragraph 6(c) above, the Company in accordance with may request the Executive to execute a release pursuant to the terms and conditions of the applicable plans of the Company, and (D) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”)Employment Agreement.

Termination of Employment. The Except as set forth in Section 5 below, and unless otherwise determined by the Committee: (a) if, at any time on or prior to the Announcement Date, (i) the Participant’s employment with the Company or an Affiliate terminates for any reason, or (ii) the Participant provides the Company or an Affiliate, as applicable, with notice of the Executive hereunder his or her intent to terminate employment, no RSUs shall be awarded pursuant to Section 1 above, and the Employment Term may be Participant’s rights pursuant to this Award Agreement shall automatically terminate. (b) if the Participant’s employment with the Company or an Affiliate is terminated at any time following the Announcement Date and prior to the date upon which all RSUs awarded pursuant to Section 1 above are fully vested pursuant to Section 3 above (the “Final Vesting Date”): (i) for any reason other than termination by the Company with Cause on written notice or an Affiliate, as applicable, for Cause, then all RSUs awarded pursuant to Section 1 above that are unvested at the Executive, date of such termination shall be forfeited; or (ii) by the Company without Cause on thirty or an Affiliate, as applicable, for Cause, then all RSUs awarded pursuant to Section 1 above, whether vested or unvested at the date of such termination, shall be forfeited. (30c) days written if the Participant provides the Company or an Affiliate, as applicable, with notice of his or her intent to terminate employment at any time following the Announcement Date and prior to the Executive ( provided that during such Final Vesting Date, then all RSUs awarded pursuant to Section 1 above, whether vested or unvested at the date notice period is given, shall be forfeited. For purposes of the Plan and this Award Agreement, a transfer of employment from the Company to any Affiliate or vice versa, or from one Affiliate to another, shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 6, the Company shall be obligated to pay or provide to the Executive (or his estate, as applicable) in considered a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to and including the date on which the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his employment with the Company in accordance with the terms and conditions of the applicable plans of the Company, and (D) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”)employment.

Termination of Employment. The (a) Executive’s employment of with the Executive hereunder and the Employment Term Company under this Agreement may be terminated at any time terminate upon: (i) by Executive’s receipt of written notice from the Company with of the termination of his employment for other than Cause on written notice to the Executive, (ii) by the Company without Cause on thirty (30) days written notice to the Executive ( provided that during such notice period the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defined), effective as of the date indicated in such notice (which date may be the date of Executive’s receipt of such notice); (ii) on Executive’s receipt of written notice to from the Company that Executive’s employment with the Company shall be terminated for Cause, effective as of the date indicated in such notice (which date may be the date of Executive’s receipt of such notice); (iii) Executive’s resignation or other voluntary termination of his employment (with or without Good Reason); (iv) by the Executive with Good Reason on written notice to the Company, Executive’s Disability; (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the CompanyExecutive’s receipt of notice thereof from the Executive), death; or (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3Term. If Executive remains employed by the Company following the expiration of the Term, Executive shall, for all purposes, be an employee-at-will. (b) The date upon which Executive’s employment is terminated for any reason under this Section 6, the Company shall be obligated to pay or provide to the Executive (or his estate, as applicable) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to and including the date on which the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his employment with the Company occurs shall be the “Termination Date.” (c) Upon termination of Executive’s employment with the Company for any reason, Executive shall resign from all positions held as officer or director of the Company or its Affiliates effective as of the Termination Date. (d) Upon termination of Executive’s employment with the Company for any reason, whether prior to, upon or following the expiration of the Term, Executive shall be entitled to receive unpaid Base Salary through the Termination Date, the value of Executive’s accrued but unused vacation days, reimbursement of business expenses as provided in Section 4(e) and any vested rights of Executive under any equity plans or agreements (including stock option and restricted stock agreements equity plans) to the extent provided for in accordance with the terms and conditions of the applicable plans of the Company, and (D) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”)thereof.

Termination of Employment. The Executive’s employment pursuant to this Agreement shall terminate on the earliest to occur of the following: 4.1.1 upon the death of Executive; 4.1.2 upon the delivery to Executive hereunder and the Employment Term may be terminated at any time (i) of written notice of termination by the Company with Cause on if Executive shall suffer a physical or mental disability which renders Executive, in the reasonable judgment of the Committee or the Board, unable to perform his duties and obligations under this Agreement for either 90 consecutive days or 180 days in any 12-month period; 4.1.3 upon delivery to the Company of a written notice of termination by Executive for any reason other than for Good Reason (for which Executive shall provide sixty (60) days of notice); except, if Executive delivers a notice of termination pursuant to Section 2.1, upon the Executiveexpiration of the Initial Term or the applicable Automatic Renewal Term during which such notice is provided, (ii) which shall instead be subject to Section 4.1.7; 4.1.4 upon delivery to Executive of written notice of termination by the Company without Cause on for Cause; 4.1.5 upon delivery of written notice of termination from Executive to the Company for Good Reason, provided, however, prior to any such termination by Executive pursuant to this Section 4.1.5, Executive shall have advised the Company in writing within ninety (90) days after the initial occurrence of any circumstances that would constitute Good Reason, the Company shall have thirty (30) days following receipt of Executive’s written notice (the “Cure Period”) to the Executive ( cure such initial occurrence of any circumstances that would constitute Good Reason, and further provided that during such notice period the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iv) of termination is provided by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 6, the Company shall be obligated to pay or provide to the Executive (or his estate, as applicable) in a lump sum within thirty (30) days following after the end of such terminationCure Period, or at provided that such other time prescribed initial occurrence of the circumstances constituting Good Reason has not been cured during such Cure Period; or 4.1.6 upon delivery to Executive of a written notice of termination by any applicable plan: (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to and including the date on which the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his employment with the Company in accordance with the terms and conditions of the applicable plans of the Company, and (D) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date without Cause; except if Company delivers a notice of termination pursuant to Section 6(e2.1, upon the expiration of the Initial Term or the applicable Automatic Renewal Term during which such notice is provided, which shall instead be subject to Section 4.1.8; 4.1.7 if the Executive delivers a notice of termination pursuant to Section 2.1, upon the expiration of the Initial Term or the applicable Automatic Renewal Term during which such notice is provided; or 4.1.8 if the Company delivers a notice of termination pursuant to Section 2.1, upon the expiration of the Initial Term or the applicable Automatic Renewal Term during which such notice is provided. The Company’s notice of termination under this section must contain a statement notifying the Executive that either: (a) the Company shall apply Section 6.1 of this Agreement and abrogates its right to enforce certain sections of ARTICLE VI as provided therein; or ((A)-(Db) collectively, the “ Accrued Amounts ”)Company shall not apply Section 6.1 of this Agreement and intends that all of ARTICLE VI remains in full force and effect as provided therein.

Termination of Employment. The employment of the Executive hereunder and the Employment Term may be terminated at any time (i) by the Company with Cause on written notice to the Executive, (ii) by the Company without Cause on thirty ninety (3090) days written notice to the Executive ( (provided that during such notice period the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defineddefined in the Severance Plan) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the CompanyReason, (v) by the Executive without Good Reason on thirty sixty (3060) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, (vii) in connection with a Change in Control (within the meaning as set forth in the Dynegy Inc. Executive Change in Control Severance Pay Plan (the “Change in Control Plan”)) or (viiviii) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 67, the Company shall be obligated to pay or provide to the Executive (or his estate, as applicable) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary Base Salary payable to the Executive pursuant to this Agreement, accrued up to and including the date on which the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his employment with the Company in accordance with the terms and conditions of the applicable plans of the Company, and (DC) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of termination pursuant to Section 6(e5(e), and (D) ((A)-(D) collectivelypayment for accrued but unused vacation time as of the date of his termination, the “ Accrued Amounts ”)in accordance with Company policy.

Termination of Employment. a. The Company or the Executive may terminate this Agreement and the Executive’s employment at any time, with or without Cause (as defined below). b. In the event the Executive is terminated for “Cause,” the Executive shall not be entitled to any severance compensation or any other compensation from the Company except for such salary and benefits as the Executive may have earned prior to the Executive’s termination. If terminated for “Cause,” the Executive shall be ineligible for any bonus, prorated or otherwise. For purposes of this Agreement, the Company may terminate this Agreement for “Cause” for any of the Executive hereunder and the Employment Term may be terminated at any time following reasons: (i) The Executive’s continued failure to substantially perform his job duties and responsibilities, provided that written notice is provided by the Company with Cause on written notice to and the Executive, performance problem is not satisfactorily cured within sixty (60) days. (ii) The Executive’s serious misconduct, dishonesty or disloyalty, which is actually or potentially harmful to the Company. (iii) The Executive’s willful, reckless or grossly negligent act or omission that is materially harmful to the Company. (iv) The Executive’s material breach of any provision of this Agreement, provided written notice of such breach is given by the Company without Cause on and the Executive is given at least thirty (30) days written notice to cure the breach. c. Should the Company terminate the Executive’s employment without Cause, or should the Executive voluntarily terminate his employment for Good Reason (as defined below), in addition to (i) salary and benefits the Executive might have earned prior to his termination and (ii) any discretionary bonus approved by the Company’s Compensation Committee prior to his termination, the Company will pay to the Executive ( severance compensation in an aggregate amount equal to: (A) the Executive’s then-current Base Annual Compensation, plus (B) a prorated bonus amount which shall be equal to the product of: (x) the average of the Annual Bonuses received by the Executive for the two (2) years preceding the year of such termination, multiplied by (y) a fraction, the numerator of which is the number of days preceding such termination in the then-current calendar year, and the denominator of which is 365 (i.e., the total number of days in such calendar year). All compensation provided that during such notice period under this Section 4.c. shall be payable in accordance with the Company’s customary payment practices, less all applicable federal and state taxes and withholdings. Notwithstanding any provision in this Agreement to the contrary, the Company shall not be required have any obligation to pay any amount or provide work for any benefit, as the case may be, under this Agreement pursuant to Section 4, unless the Executive and may require that the Executive not report executes, delivers to the Company’s offices, and does not revoke (to the extent Executive is permitted to do so), a general release within sixty (iii60) by days of the Executive’s termination of employment with the Company, which shall set forth a release of the Company due and its affiliates, in such form as the Company may reasonably request, of all claims against the Company and its affiliates relating to the Executive’s Disability employment and termination thereof, and which may also include an agreement to continue to comply with and be bound by, the provisions of Section 7. Subject to Section 8, the severance compensation payable under this Section 4.c. shall be paid in twelve (12) equal monthly installments, commencing with the first payroll date that occurs coincident with or following the sixty-first (61st) day after the Executive’s “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Subject to Section 8, each subsequent monthly installment shall thereafter be paid on a regularly scheduled payroll date of the Company. Notwithstanding anything to the contrary in the foregoing, a termination of the Executive’s employment for purposes of this Section 4, shall be deemed to have occurred only if such termination constitutes a “separation from service” within the meaning of Code Section 409A, determined by applying the default rules thereof. d. For purposes of this Agreement, “Good Reason” shall mean (i) a material reduction in the Executive’s then-current Base Annual Compensation, unless such reduction is applicable generally to similarly-situated senior executives of the Company, (ii) a Change in Control (as hereinafter defineddefined below) on written notice of the Company in which the Executive is not offered continued employment as (1) the chief financial officer of the Company, (2) the chief financial officer of the surviving entity or (3) the chief financial officer of a separate division or subsidiary of the surviving entity (provided that such division or subsidiary must have assets and operations comparable to the Executiveassets and operations of the Company immediately prior to the Change in Control) or (iii) the requirement, within one hundred twenty (iv120) days following a Change in Control of the Company, that the Executive move his residence outside the greater Los Angeles, California metropolitan area. For purposes of this Agreement, “Change in Control” shall mean the sale of the Company or the sale of all or substantially all of the Company’s assets, by means of any transaction or series or related transactions (including, without limitation, any reorganization, merger or consolidation, but excluding any merger effected exclusively for the purpose of changing the domicile of the Company), where the Company’s stockholders of record as constituted immediately prior to such acquisition will, immediately after such acquisition, hold less than fifty percent (50%) of the voting power of the surviving or acquiring entity. Any termination for Good Reason shall be communicated by the Executive with Good Reason on Executive’s delivery of written notice to the Company, in accordance with Section 9 below, within ninety (v90) by days of the initial existence of the event constituting Good Reason, indicating that the Executive without is voluntarily terminating his employment for Good Reason on and setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment for Good Reason; provided, however, that the Company shall be given a period of thirty (30) days written from the date of receipt of such notice to cure any such event, and if the Company (which notice period may be waived by the Company in its discretion, in which case, cures such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 6, the Company shall be obligated to pay or provide to the Executive (or his estate, as applicable) in a lump sum event within such thirty (30) days following such terminationday period, or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive pursuant shall be permitted to this Agreement, accrued up to and including the date on which the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination revoke his notice of his employment with the Company in accordance with the terms and conditions of the applicable plans of the Company, and (D) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”)termination.

Termination of Employment. (a) Under this Agreement, the "Date of Termination" shall mean: (i) if the Company terminates the Executive's employment, the date designated by the Company as the last day of the Executive's employment (without reference to and notwithstanding any applicable notice period to which the Executive may be entitled, whether under statue, common law, contract or otherwise); (ii) if the Executive resigns the Executive's employment with the Company, the date which is the last day of the period specified in paragraph 8(d) below, or such earlier date as the Company may require in accordance with paragraph 8(d); (iii) if the Executive dies, the date of death; (iv) if this Agreement is frustrated at law, which includes but is not limited to Incapacity as specified at paragraph 10 below, the date designated by the Company as the last day of the Executive's employment. (b) The Company shall be entitled to terminate this Agreement at any time and without notice or payment in lieu thereof or any other payment except for Salary up to the Date of Termination, if the conduct of the Executive is such as to constitute just cause for dismissal. The Executive and the Company agree that "just cause" shall mean: (i) any regulatory sanction that precludes the Executive from fulfilling the Executive's duties under this Agreement; (ii) any act of the Executive resulting in a criminal conviction of an offence that, in the sole opinion of the Company, is prejudicial to the reputation or business of the Company or which negatively impacts on the Executive's performance of the Executive's duties; (iii) any serious breach of the Company's Workplace Violence, Discrimination and Harassment policies by the Executive as defined by the policies, rules, regulations, systems and procedures of the Company as instituted from time to time; (iv) the commission by the Executive of any act of fraud or theft, whether or not it involves the Company; (v) any serious breach by the Executive of this Agreement (including all Schedules and attachments hereto) or the Company's written policies in effect from time to time; (vi) any further grounds constituting just cause under the common law. (c) The Company shall be entitled to terminate this Agreement and the employment of the Executive hereunder and the Employment Term may be terminated at any time without cause by providing the Executive with the following: (i) by the Company with Cause on written notice of termination of employment, or pay in lieu of notice or any combination thereof, and severance pay if applicable, in accordance with and limited to the Executiverequirements and laws of the State of Florida, (ii) by the Company without Cause on thirty (30) days written notice to the Executive ( provided that during such notice period the Company shall not be required to provide work for the Executive The United States of America, and may require that the Executive not report to the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 6, the Company shall be obligated to pay or provide to the Executive (or his estate's Policies and Procedures, as applicable) in a lump sum within thirty (30) days following such termination, or at such other amended from time prescribed by any applicable plan: (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to and including the date on which the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any time. The Company will also continue all group employee benefits benefit coverage to which the Executive is ordinarily entitled upon under the group executive benefit plan(s), during the period of notice of termination of his employment as required by the laws of the State of Florida, The United States of America, and the Company's Policies and Procedures, as amended from time to time; The Executive acknowledges that the provision of such amounts as set out above within this sub article 8(c) are reasonable and that they satisfy and are inclusive of all requirements of the laws of the State of Florida, The United States of America, and the Company's Policies and Procedures, as amended from time to time and upon receipt of the Executive's entitlements in accordance with the laws of the State of Florida, The United States of America, and the Company's Policies and Procedures, and in accordance with this Agreement, no further amount shall be due and payable to the Executive, whether under statute or at common law and furthermore that this Agreement shall constitute a full defense and bar to any such action, cause of action, complaint, demand or claim that the Executive may bring against the Company in any forum. Without limiting the generality of the foregoing, the Executive understands and agrees that the Additional Notice is inclusive of and in satisfaction of any entitlements (if any) to Benefits, Pension Plan contributions and the Additional Notice will be paid by way of Salary continuation or in a lump sum, or any combination thereof, at the Company's discretion. The Executive understands and agrees that if the Executive chooses not to sign the Full and Final Release Agreement, then the Executive's only entitlement will be to notice, severance pay if applicable, and benefits continuation in accordance with the laws of the State of Florida, The United States of America, and the Company's Policies and Procedures, and those set out above at sub article 8(c)(i). All payments are subject to the usual and necessary statutory and other deductions. (d) The Executive may terminate this Agreement and the Executive's employment with the Company in accordance with upon giving NINETY DAYS (90 days) written notice to that effect to the terms and conditions Company. The Company may either require the Executive to continue to perform the Executive's duties, or at its sole discretion, waive all or part of the applicable plans SIXTY DAY (90 day) notice period and thus establish an earlier Date of the Company, and (D) reimbursement for any unreimbursed business expenses incurred Termination. Upon receipt of such notice of termination by the Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectivelyExecutive, the “ Accrued Amounts ”)Company shall only be required to pay the Executive's Salary, benefits and any other amounts earned and payable under any bonus or incentive plan until the actual Date of Termination.

Termination of Employment. The Executive’s employment pursuant to this Agreement shall terminate on the earliest to occur of the following: 4.1.1 upon the death of Executive; 4.1.2 upon the delivery to Executive hereunder and the Employment Term may be terminated at any time (i) of written notice of termination by the Company with Cause on if Executive shall suffer a physical or mental disability which renders Executive, in the reasonable judgment of the Committee or the Board, unable to perform his duties and obligations under this Agreement for either 90 consecutive days or 180 days in any 12-month period; 4.1.3 upon delivery to the Company of a written notice of termination by Executive for any reason other than for Good Reason (for which Executive shall provide sixty (60) days of notice); except, if Executive delivers a notice of termination pursuant to Section 2.1, upon the Executiveexpiration of the Initial Term or the applicable Automatic Renewal Term during which such notice is provided, (ii) which shall instead be subject to Section 4.1.6; 4.1.4 upon delivery to Executive of written notice of termination by the Company without Cause on for Cause; 4.1.5 upon delivery of written notice of termination from Executive to the Company for Good Reason, provided, however, prior to any such termination by Executive pursuant to this Section 4.1.5, Executive shall have advised the Company in writing within ninety (90) days after the initial occurrence of any circumstances that would constitute Good Reason, the Company shall have thirty (30) days following receipt of Executive’s written notice (the “Cure Period”) to the Executive ( cure such initial occurrence of any circumstances that would constitute Good Reason, and further provided that during such notice period the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iv) of termination is provided by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 6, the Company shall be obligated to pay or provide to the Executive (or his estate, as applicable) in a lump sum within thirty (30) days following after the end of such terminationCure Period, or at provided that such other time prescribed initial occurrence of the circumstances constituting Good Reason has not been cured during such Cure Period; or 4.1.6 upon delivery to Executive of a written notice of termination by any applicable plan: (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to and including the date on which the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his employment with the Company in accordance with without Cause or, if the terms and conditions of the applicable plans of the Company, and (D) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date Company delivers a notice of termination pursuant to Section 6(e) ((A)-(D) collectively2.1, upon the “ Accrued Amounts ”)expiration of the Initial Term or the applicable Automatic Renewal Term during which such notice is provided; or 4.1.7 if the Company or the Executive delivers a notice of termination pursuant to Section 2.1, upon the expiration of the Initial Term or the applicable Automatic Renewal Term.

Termination of Employment. The Either Executive or Franklin may terminate Executive's employment of the Executive hereunder and the Employment Term may be terminated at any time upon giving the other at least ninety (i90) by the Company with Cause on days advance written notice to the Executiveof such termination, (ii) by the Company without Cause on thirty (30) days written notice to the Executive ( provided that during Franklin may specify an earlier date of termination (not earlier than the date of such notice period the Company shall not be required to provide work notice) if termination is for the Executive and may require that the Executive not report to the Company’s officesGood Cause (as defined below), and Executive may specify an earlier date of termination (iiinot earlier than the date of such notice) by the Company if termination is for Good Reason (as defined below), and provided further that if termination is due to the Executive’s Disability (as hereinafter defined) on written notice to the death of Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon such death and without any requirement for written notice. In the Company’s receipt event of notice thereof from any termination hereunder Executive shall be entitled to receive compensation and benefits only as hereinafter set forth or as provided in paragraph 4: (a) If Executive's employment is terminated by Executive without Good Reason or by Franklin with Good Cause (i) Executive's compensation under (a) and (b) of paragraph 4 shall be limited to a pro-rata portion of Executive's Salary (and not any bonus) for the Executiveyear of termination, and (ii) Executive shall continue to be provided with the benefits under (c), (vid), (e) and (f) of paragraph 4, (subject however to all terms, if any, of the Benefit Plans that may be applicable to termination of employment) until the effective date of the termination; (b) If at any time other than as specified in subparagraph (c) of this paragraph 7, (i) Franklin shall terminate Executive's employment without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s deathGood Cause, or (viiii) due Executive shall voluntarily terminate such employment with Good Reason: (A) Franklin shall pay Executive the following amounts: (1) in accordance with normal payroll practices, the Salary earned by Executive pursuant to subparagraph 4(a) but not yet paid as of the date of Executive's termination of employment, and any bonus earned by Executive pursuant to subparagraph 4(b) for the year prior to the expiration year in which Executive's termination occurs but not yet paid as of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 6such date, the Company shall be obligated to pay or provide to the Executive (or his estate, as applicable2) in a lump sum cash payment equal to not less than a prorata portion of the bonus (based on the date on which such termination occurs) that would be paid to Executive pursuant to subparagraph 4(b) for the year in which Executive's termination occurs had he remained employed by Franklin through the last day of such year, paid at the same time bonuses for such year are paid by Franklin to other executives, and (3) a lump sum cash payment, within 30 days of such termination, equal to the sum of (a) one and one-half times Executive's target bonus provided pursuant to subparagraph 4(b) for the year in which such termination occurs, and (b) one and one-half times Executive's then current Salary. (B) For the severance period, Executive shall continue to be provided with the benefits under Benefit Plans that are health and welfare plans, and shall be considered an active employee for such purposes. The date of Executive's termination of employment shall be considered a “qualifying event” as such term is defined in Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”), and any continued coverage by Executive, his spouse or eligible dependents under Franklin's group health plan after Executive's termination of employment shall be considered COBRA coverage. For the duration of the severance period, Franklin shall pay the difference between the full COBRA premium and Executive's share of the premium (which will be based on active employee rates). (C) Franklin shall pay Executive a lump sum payment (calculated based on his age as of his termination of employment) within thirty (30) days following his termination of employment of an amount equal to the increase in benefits under all tax-qualified and supplemental retirement plans maintained by Franklin in which Executive participates at termination of employment that results from crediting Executive with additional service for all purposes (including determining service and age for early retirement factors) under such plans equal to the severance period, and deeming Executive to be an employee of Franklin during the severance period. The amounts attributable to additional benefits under any such plan shall be based on Executive's compensation level as of his termination of employment. The amounts attributable to additional benefits under any retirement plan that is a defined contribution plan shall include the additional Franklin contributions that would have been made or credited on Executive's behalf had he authorized the same elective contributions he had elected for the year in which the termination of employment occurs, and shall include earnings that would have accrued under the applicable plan during the severance period (the earnings will be determined by multiplying the aggregate contributions to each such plan by the weighted average of the rate of return of the actual investment alternatives elected by Executive as of the beginning of the 12-month period ending on the employment termination date). Benefits accrued under such plans prior to Executive's termination of employment shall be paid in accordance with the terms of such plans. (D) In the case of outstanding equity-based awards granted to Executive by Franklin, (i) any stock options shall be accelerated and become immediately exercisable in full on the date of termination and shall remain exercisable for such period after the date of termination as is provided under the terms of the options and the plans pursuant to which they were issued; and (ii) in the case of restricted stock and restricted stock unit awards, (a) all time-based restrictions applicable to such awards shall terminate or lapse on the date of termination, and if there are no performance goals applicable to such awards, a pro rata portion of the awards (based on the date of termination) shall be settled and paid to Executive immediately following the date of termination; and (b) all performance-based restrictions applicable to such awards shall terminate or lapse at the end of the applicable performance period based on the actual level of attainment of the performance goals, and a pro rata portion of the awards (based on the date of termination of employment) shall be settled and paid to Executive at the same time payment is made to other executives. The severance period for purposes of this subparagraph 7(b) shall be the period beginning on the date of Executive's termination and ending eighteen (18) months thereafter. (c) If within two (2) years after a Change in Control, (i) Franklin shall terminate Executive's employment with Franklin without Good Cause or (ii) Executive shall voluntarily terminate such employment with Good Reason: (A) Franklin shall pay Executive the following amounts: (1) in accordance with normal payroll practices, the Salary earned by Executive pursuant to subparagraph 4(a) but not yet paid as of the date of Executive's termination of employment, and any bonus earned by Executive pursuant to subparagraph 4(b) for the year prior to the year in which Executive's termination occurs but not yet paid as of such date, and (2) a lump sum cash payment, within 30 days of such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable equal to the sum of (a) not less than a prorata portion (based on the date on which such termination occurs) of Executive's target bonus provided pursuant to subparagraph 4(b) for the year in which such termination occurs, (b) three times Executive's target bonus provided pursuant to subparagraph 4(b) for the year in which such termination occurs, and (c) three times Executive's then current Salary. (B) For the severance period, Executive shall continue to be provided with the benefits under Benefit Plans that are health and welfare plans, and shall be considered an active employee for such purposes. The date of Executive's termination of employment shall be considered a “qualifying event” as such term is defined in Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”), and any continued coverage by Executive, his spouse or eligible dependents under Franklin's group health plan after Executive's termination of employment shall be considered COBRA coverage. For the duration of the severance period, Franklin shall pay the difference between the full COBRA premium and Executive's share of the premium (which will be based on active employee rates). (C) Franklin shall pay Executive a lump sum payment (calculated based on his age as of his termination of employment) within thirty (30) days following his termination of employment of an amount equal to the increase in benefits under all tax-qualified and supplemental retirement plans maintained by Franklin in which Executive participates at termination of employment (other than Franklin's Pension Restoration Plan) that results from crediting Executive with additional service for all purposes (including determining service and age for early retirement factors) under such plans equal to the severance period, and deeming Executive to be an employee of Franklin during the severance period. Any obligations arising generally from a Change in Control with respect to the Pension Restoration Plan will be governed by the Pension Restoration Plan as in effect at the time of the Change in Control. The amounts attributable to additional benefits under any such plan shall be based on Executive's compensation level as of his termination of employment. The amounts attributable to additional benefits under any retirement plan that is a defined contribution plan shall include the additional Franklin contributions that would have been made or credited on Executive's behalf had he authorized the same elective contributions he had elected for the year in which the termination of employment occurs, and shall include earnings that would have accrued under the applicable plan during the severance period (the earnings will be determined by multiplying the aggregate contributions to each such plan by the weighted average of the rate of return of the actual investment alternatives elected by Executive as of the beginning of the 12-month period ending on the employment termination date). Benefits accrued under such plans prior to Executive's termination of employment shall be paid in accordance with the terms of such plans. (D) In the case of any outstanding equity-based awards granted to Executive by Franklin, (i) in settlement of any stock options (whether or not then exercisable), Franklin shall pay Executive a lump sum cash payment, within 30 days of such termination, equal to the difference between the aggregate fair market value of the shares subject to such options as of the date of such termination and the aggregate exercise price thereof; (ii) performance goals applicable to any awards shall be deemed satisfied at the target performance level; and (iii) all restrictions applicable to any restricted stock awards and restricted stock unit awards shall terminate or lapse on the date of termination, and such awards shall be settled immediately following the date of termination. The severance period for purposes of this subparagraph 7(c) shall be the period beginning on the date of Executive's termination and ending thirty-six (36) months thereafter. (d) Franklin agrees that with respect to any compensation or benefits payable hereunder to Executive with respect to termination of his employment with Franklin for any reason whatsoever, Executive shall not be required to mitigate his damages by seeking other employment or otherwise, and Franklin's obligations hereunder shall not be reduced in any way by reason of any compensation received by Executive from sources other than Franklin after the termination of Executive's employment with Franklin for any reason whatsoever. (e) If in connection with the Change in Control or other event Executive would be or is subject to an excise tax under Section 4999 of the Internal Revenue Code (an “Excise Tax”) with respect to any cash, benefits or other property received, or any acceleration of vesting of any benefit or award (the “Change in Control Benefits”), Executive may elect to have the Change in Control Benefits otherwise payable under this Agreement reduced to the largest amount payable without resulting in the imposition of such Excise Tax. Within 15 days after the occurrence of the event that triggers the Excise Tax, a nationally recognized accounting firm selected by Franklin shall make a determination as to whether any Excise Tax would be reported with respect to the Change in Control Benefits and, if so, the amount of the Excise Tax, the total net after-tax amount of the Change in Control Benefits (after taking into account federal, state and local income and employment taxes and the Excise Tax) and the amount of reduction to the Change in Control Benefits necessary to avoid such Excise Tax. Any reduction to the Change in Control Benefits shall first be made from any cash benefits payable pursuant to this Agreement, accrued up if any, and thereafter, as determined by Executive, and Franklin shall provide Executive with such information as is necessary to make such determination. Franklin shall be responsible for all fees and including expenses connected with the date on determinations by the accounting firm pursuant to this paragraph 7. Executive agrees to notify Franklin in the event of any audit or other proceeding by the IRS or any taxing authority in which the Executive’s employment terminatesIRS or other taxing authority asserts that any Excise Tax should be assessed against Executive and to cooperate with Franklin in contesting any such proposed assessment with respect to such Excise Tax (a “Proposed Assessment”). Executive agrees not to settle any Proposed Assessment without the consent of Franklin. If Franklin does not consent to allow Executive to settle the Proposed Assessment, (B) within 30 days following such demand therefor, Franklin shall indemnify and hold harmless Executive with respect to any earned but unpaid annual bonusadditional taxes, (C) any employee benefits to which the interest and/or penalties that Executive is entitled upon termination of his employment with the Company in accordance with the terms and conditions required to pay by reason of the applicable plans delay in finally resolving Executive's tax liability (such indemnification to be made as soon as practicable, but in no event later than the end of the Company, and (D) reimbursement for any unreimbursed business expenses incurred by calendar year following the calendar year in which Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”makes such remittance). (f) For purposes of this paragraph 7:

Termination of Employment. The Notwithstanding any other provision of this Agreement, Employee’s employment may be terminated: (a) By the Company, in the event of Employee’s willful failure or refusal to perform in all material respects the services required of him hereby, after a specific written warning with regard thereto, which shall include a statement of corrective actions and a 30 day period for the Employee to respond and implement such actions, has been given to Employee by the Chief Executive Officer of the Executive hereunder and the Employment Term may be terminated at Company or its Board of Directors, his willful failure or refusal to carry out any time (i) proper direction by the Company Chief Executive Officer or the Board of Directors with Cause on written respect to the services to be rendered by him hereunder or the manner of rendering such services, his willful misconduct in the performance of his duties hereunder or his commission of a felony involving moral turpitude; (b) By the Company, upon 30 days’ notice to the ExecutiveEmployee, if he should be prevented by illness, accident or other disability (iimental or physical) by the Company without Cause on thirty from discharging his duties hereunder for one or more periods totaling three months during any twelve-month period; (30c) days written notice to the Executive ( provided that during such notice period the Company shall not be required to provide work for the Executive and may require that the Executive not report to By the Company’s offices), (iii) without cause, or by the Company due to the Executive’s Disability Employee with “Good Reason” (as hereinafter defined) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the Executiveprovided that if Employee’s employment is terminated for any reason under this Section 6, the Company shall be obligated to pay or provide to the Executive (or his estate, as applicable) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive pursuant to this AgreementSection 7(c), accrued up then in addition to and including any unpaid bonus with respect to the prior year, Employee shall be entitled to receive his then current salary for one year from the date on of termination, together with a performance bonus equal to a fraction the numerator of which is the Executive’s number of weeks of employment terminatesof Employee at the Company during the then current calendar year and the denominator of which is 52, (B) any earned but unpaid annual times the amount of performance bonus, (C) any employee benefits if any, paid to the Employee with respect to the prior year, all of which the Executive is entitled upon termination of his employment with the Company shall be payable in accordance with the terms Company’s payroll policy as constituted from time to time, together with any accrued vacation pay at his then current salary. The Employee shall be entitled to terminate his employment for “Good Reason” if his responsibilities and conditions authority are reduced or diluted in any material way (other than for cause) without his consent or if he is relocated to another Company office or facility more than 50 miles from Columbia, Maryland without his consent. (d) By the event of Employee’s death during the term of his employment; whereupon the Company’s obligation to pay further compensation hereunder shall cease forthwith, except that Employee’s legal representative shall be entitled to receive his fixed compensation for the period up to the last day of the applicable plans of the Company, and (D) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”)month in which such death shall have occurred.

Termination of Employment. The Company may terminate the Executive’s employment of the Executive hereunder and for any reason (including due to a Non-Renewal) during the Employment Term may be terminated at any time (i) by the Company with Cause on written notice to the Executive, (ii) by the Company without Cause on thirty (30) days Period upon not less than 15 days’ written notice to the Executive ( provided that during such notice period (other than in the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) event of a termination by the Company for Cause), and the Executive may voluntarily terminate his employment hereunder for any reason (including due to a Non-Renewal) during the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days Employment Period upon not less than 15 days’ written notice to the Company (which subject, in each case, to the longer notice period may be waived requirements in connection with a termination of employment by the Company Executive for Good Reason as set forth in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the ExecutiveSection 3.2(b)(iv), ) (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 6, the Company shall be obligated to pay or provide to the Executive (or his estate, as applicable) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to and including the date on which the Executive’s employment terminates, (B) terminates for any earned but unpaid annual bonus, (C) any employee benefits reason is herein referred to which as the Executive is entitled upon “Termination Date”). Upon the termination of his the Executive’s employment with the Company for any reason, the Executive shall be entitled to (a) payment of any Base Salary earned but unpaid through the Termination Date, (b) earned but unpaid Annual Bonus for any fiscal year completed prior to the Termination Date (payable in the ordinary course pursuant to Section 2.2), (c) unused vacation, if any, days paid out at the per-business-day Base Salary rate, (d) vested benefits (if any) in accordance with the applicable terms and conditions of the applicable plans of the Company, Company arrangements and (De) reimbursement for any unreimbursed business expenses incurred in accordance with Section 2.4 hereof (collectively, the “Accrued Amounts”); provided, however, that if the Executive’s employment hereunder is terminated by the Executive prior to his date of termination Company for Cause, then any Annual Bonus earned pursuant to Section 6(e) ((A)-(D) collectively2.2 in respect of a prior fiscal year, but not yet paid or due to be paid, shall be forfeited. For all purposes under this Employment Agreement and any agreement related to stock or stock options purchased by or granted to the “ Accrued Amounts ”)Executive, a termination of the Executive’s employment upon expiration of the Employment Period following a notice provided by the Company pursuant to Section 1.1 shall be treated as a termination by the Company other than for Cause.

Termination of Employment. (a) The employment of Employment Period shall end upon the Executive hereunder and the Employment Term may be terminated at any time first to occur of: (i) the expiration of the term of this Agreement pursuant to Section 1 hereof; (ii) termination of Executive’s employment by the Company with on account of Executive’s having become unable (as determined by the Board in good faith) to regularly perform his duties hereunder by reason of illness or incapacity for a period of more than six consecutive months (“Termination for Disability”); (iii) termination of Executive’s employment by the Company for Cause (as defined in Section 4(d) of this Agreement) (“Termination for Cause”); (iv) termination of Executive’s employment by the Company other than a Termination for Disability or a Termination for Cause (“Termination Without Cause”); (v) Executive’s death; (vi) termination of Executive’s employment by Executive for Good Reason (as defined in Section 4(e) of this Agreement) (“Termination for Good Reason”); or (vii) termination of Executive’s employment by Executive for any reason other than Good Reason. (b) If the Employment Period ends for any reason set forth in Section 4(a), except as otherwise provided in this Section 4, Executive shall cease to have any rights to salary, bonus (if any) or benefits hereunder, other than (i) payment of unpaid Base Salary through and including the date of termination or resignation (which in the case of a termination by the Company shall be paid on written notice to the Executivefinal day of employment, and in the case of a resignation shall be paid within five days after the termination of the employment relationship), (ii) Executive’s business expenses that are reimbursable pursuant to Section 3(d) but have not been reimbursed by the Company without Cause on thirty (30) days written notice to as of the Executive ( provided that during such notice period the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices)date of termination, (iii) by the Company due to the Executive’s Disability (annual bonus for the fiscal year immediately preceding the fiscal year in which the date of termination occurs, if such bonus has not been paid as hereinafter defined) on written notice to of the Executivedate of termination, (iv) by the Executive with Good Reason on written notice any accrued vacation pay to the Companyextent not theretofore paid, and (v) any other amounts or benefits required to be paid or provided by the Executive without Good Reason on thirty (30) days written notice to law or under any plan, program, policy or practice of the Company (which notice period may be waived by “Accrued Compensation and Benefits”). (c) If the Company Employment Period ends on account of Termination Without Cause or Termination for Good Reason, Executive shall receive a severance payment (the “Severance Payment”) in its discretionan amount equal to two times the sum of (A) Executive’s Base Salary at the time of termination (or, in which case, such termination shall be effective immediately upon the Company’s receipt event of notice thereof from the Executive), (vi) without action by the Companya Termination for Good Reason, the Base Salary prior to the event constituting Good Reason if such Base Salary is higher than the Base Salary at the time of termination) plus (B) the highest annual bonus paid to Executive or any other person or entity, immediately upon during the three most recently completed years prior to Executive’s death, or (vii) due to the expiration termination of the Employment Term pursuant to Section 3employment. If the Executive’s employment is terminated Employment Period ends on account of death, Termination Without Cause, Termination for any reason under this Section 6Good Reason or Termination for Disability, the Company shall be obligated pay Executive after such termination of employment (or to pay or provide Executive’s family in the event of his death), on a monthly basis, an amount equal to the monthly amount of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) continuation coverage premium for such month, at the same level and cost to Executive (or Executive’s family in the event of his estatedeath) as immediately preceding the date of termination, under the Company group medical plan in which Executive participated immediately preceding the date of termination, less the amount of Executive’s portion of such monthly premium as applicablein effect immediately preceding the date of termination, until the earlier of (A) 24 months after the date of termination; and (B) the date on which Executive and his family have obtained other substantially similar healthcare coverage or become entitled to Medicare coverage. Subject to Section 17 of this Agreement, the Severance Payment shall be paid in a lump sum within thirty (30) days payment on the sixtieth day following such terminationthe termination date. As a condition to Executive’s receipt of the post-employment payments and benefits set forth in this Section 4(c), or at such other time Executive must execute, return, not rescind and comply with a commercially reasonable written release agreement in a form prescribed by any applicable plan: the Company (Athe “Release”). (d) any base salary payable to the Executive pursuant to For purposes of this Agreement, accrued up to and including “Cause” shall mean the date on which the Executive’s employment terminates, (B) occurrence of any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his employment with the Company in accordance with the terms and conditions of the applicable plans of the Company, and (D) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”).following conditions:

Termination of Employment. The Executive’s employment of the Executive hereunder and the Employment Term may be terminated at any time (i) by the Company with Cause on written notice to the Executive, (ii) by the Company without Cause on thirty (30) days written notice to the Executive ( provided that during such notice period the Company shall not or may be required to provide work terminated, as the case may be, for any of the Executive and may require that following reasons: (a) termination of the Executive not report to the CompanyExecutive’s offices), (iii) by the Company employment due to the Executive’s Disability death; (as hereinafter definedb) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment by the Executive at or after the attainment of age sixty-five (65) or pursuant to a duly adopted retirement policy of the Company (“Retirement”); (c) termination of the Executive’s employment either by the Executive or by the Company after the Executive is terminated physically or mentally incapacitated for a period of one hundred eighty (180) consecutive days such that the Executive cannot substantially perform the Executive’s duties of employment with the Company on a full-time basis (“Disability”); (d) the Company may terminate the Executive’s employment at any reason under this time for Cause; (e) the Executive may terminate his employment for Good Reason; and (f) the Company may terminate Executive’s employment at any time Without Cause. Except in the case of Retirement or death or as otherwise provided in Section 63(b) hereof, termination of the Executive’s employment shall be effective only as of the earliest date (hereinafter referred to as the “Termination Date”) specified by either the Executive or the Company in a written notice of termination (“Notice of Termination”) delivered to the other party hereto. Notwithstanding any provision herein to the contrary, if at any time prior to a Change in Control, the Executive receives notice from the Company that the Executive shall be obligated placed in an income continuation status (i.e., where the Company agrees to (i) continue to pay the Executive’s then existing salary or provide a modified level of salary continuation and/or all or some of the Executive’s then existing employee benefits and (ii) relieve the Executive of the Executive’s obligation to render services to the Executive (or his estateCompany), the Executive’s employment, for the purpose of this Agreement only, shall be deemed terminated as applicable) in a lump sum within thirty (30) days following of the date of such termination, or at such other time prescribed by any applicable plan: (A) any base salary notice and no benefits shall be payable to the Executive pursuant to this Agreement, accrued up to and including the date on which the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his employment with the Company in accordance with the terms and conditions of the applicable plans of the Company, and (D) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”)hereunder.

Termination of Employment. The employment (i) If a Change in Control (as defined in Section 3(i) hereof) occurs during the term of this Agreement and any of the Executive hereunder events described in (a) or (b) below shall occur within two years after such Change of Control, then Employee shall be entitled to receive the cash payment provided in Section 4 hereof: (a) the Company or the Subsidiary, as the case may be, shall have exercised its right to terminate Employee without Cause (as defined in Section 3(iii) hereof); or (b) Employee shall have voluntarily exercised Employee's option to terminate Employee's employment for Good Reason (as defined in Section 3(ii) hereof). Notice of election of this option must identify Employee and set forth in reasonable detail the Employment Term facts and circumstances claimed to constitute Good Reason. (ii) From and after the date of a Change in Control, the Company or the Subsidiary, as the case may be terminated be, shall have the right to terminate Employee from employment at any time (i) during the term of this Agreement for Cause by the Company with Cause on written notice to Employee, specifying the Executiveparticulars of the conduct of Employee forming the basis for such termination, and Employee shall not be entitled to any payment pursuant to Section 4 for termination for Cause. (iii) From and after the date of a Change in Control during the term of this Agreement, Employee shall not be removed from employment with the Company or the Subsidiary, as the case may be, except as provided in Section 2(i) or (ii) by the Company without Cause on thirty (30) days written notice to the Executive ( provided that during such notice period the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to the Executive’s hereof or as a result of Employee's Disability (as hereinafter defineddefined in Section 3(iv) on written notice hereof) or Employee's death. Employee's rights upon termination of employment prior to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company a Change in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive Control or any other person or entity, immediately upon the Executive’s death, or (vii) due to after the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under term of this Section 6, the Company Agreement shall be obligated governed by the Severance Pay Agreement (Termination Without Cause) applicable to pay or provide to Employee in effect at the Executive (or his estate, as applicable) in a lump sum within thirty (30) days following such time of termination, or at such other time prescribed . Any notice given by any applicable plan: (A) any base salary payable to the Executive Employee pursuant to this Agreement, accrued up to and including Section 2 shall be effective on the date on which the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive it is entitled upon termination of his employment with the Company in accordance with the terms and conditions of the applicable plans of the Company, and (D) reimbursement for any unreimbursed business expenses incurred given by the Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”)Employee.

Termination of Employment. 10.1 The Employee’s employment may be terminated by the Employee giving not less than twelve weeks of notice in writing to GLG, or by GLG giving to the Employee not less than twelve weeks of notice of termination in writing, unless the Employee is terminated for cause under clause 10.3, in which case no advance notice from GLG is required. The Employee’s employment will automatically be terminated upon his death. 10.2 GLG is not under any obligation to provide the Employee with any work, and GLG may suspend the Employee or place him on a leave of absence without duties, exclude the Employee from all or any premises of GLG, and/or require that the Employee not contact any colleagues or clients, not work on any GLG matters or projects, and not access electronic data in GLG’s offices via home computers, modems, or otherwise: 10.2.1 for any period in connection with any investigation into (a) any alleged misconduct by the Employee or (b) any alleged action or inaction that may constitute cause under clause 10.3; or 10.2.2 for any period not exceeding the applicable notice period after either party has given notice of termination of employment; provided that throughout such period the Employee’s salary and other contractual benefits (save for any bonus under clause 4) shall continue to be paid or provided by GLG. The Employee acknowledges and agrees that during any period of suspension, all obligations and duties of the Employee contained in this Agreement other than those suspended as set out in this clause 10.2 will continue to have full force and effect. 10.3 The Employee’s employment with GLG may be terminated by GLG “for cause” only if (i) such termination shall have been the result of (A) an act or acts of dishonesty on the part of the Employee constituting a felony and intended to result directly or indirectly in substantial gain or personal enrichment to the Employee at the expense of GLG, or (B) the Employee’s willful and continued failure substantially to perform his duties as a Co-Chief Executive Officer and Managing Director of GLG (other than any such failure resulting from his incapacity due to physical or mental illness), after a demand for substantial performance is delivered to him by the board of directors of GLG’s general partner (the “GP Board”), which demand specifically identifies the manner in which the GP Board believes that the Employee has not substantially performed his duties and he is given a reasonable time after such demand substantially to perform his duties, and (ii) there shall have been delivered to the Employee a copy of a resolution, duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the GP Board at a meeting of the GP Board called and held for the purpose (after reasonable notice to the Employee and an opportunity for the Employee, together with his counsel, to be heard before the GP Board), finding that in the good faith opinion of the GP Board the Employee was guilty of conduct set forth above in clause (i)(A) or (i)(B) of this sentence and specifying the particulars thereof in detail. The Employee’s employment shall in no event be considered to have been terminated by GLG for cause if the act or failure to act upon which such termination is based (i) was done or omitted to be done (A) as a result of bad judgment or negligence on the part of the Employee, or (B) without intent of gaining therefrom directly or indirectly a profit to which the Employee was not legally entitled, or (C) as a result of the Employee’s good faith belief that such act or failure to act was not opposed to the interests of GLG, or (ii) is an act or failure to act in respect of which the Employee meets the applicable standard of conduct prescribed for indemnification or reimbursement or payment of expenses under the partnership agreement of GLG, the laws of the jurisdiction under which it is formed, the directors’ and officers’ liability insurance of GLG, or any indemnification agreement between the Employee and GLG or GLG Partners, Inc., in each case as in effect at the time of such act or failure to act. 10.4 GLG may, in its absolute discretion, elect to terminate the employment of the Executive hereunder and the Employment Term may be terminated Employee at any time (i) with immediate effect by paying the Company with Cause on written notice to the Executive, (ii) by the Company without Cause on thirty (30) days written notice to the Executive ( provided that during such notice period the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company Employee twelve weeks of his salary under clause 3.1 in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt lieu of notice thereof from the Executive)of termination, (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 6, the Company shall be obligated to pay or provide to the Executive (or his estate, as applicable) payable in a lump sum within thirty days of the employment termination date, less such deductions as GLG may be required to make by law. 10.5 To the extent that any amount payable under this Agreement constitutes an amount payable under a “nonqualified deferred compensation plan” (30as defined in Section 409A of the Internal Revenue Code) days following such terminationa “separation from service” (as defined in Section 409A of the Internal Revenue Code), or at such including any amount payable under this clause 10, then, notwithstanding any other time prescribed by any applicable plan: (A) any base salary payable provision in this Agreement to the Executive pursuant contrary, such payment will not be made to this Agreement, accrued up to and including the Employee until the day after the date on which that is six months following the ExecutiveEmployee’s employment terminates“separation from service,” but only if the Employee is deemed by GLG Partners, (B) Inc., in accordance with any earned but unpaid annual bonusrelevant procedures that it may establish, (C) any employee benefits to which be a “specified employee” under Section 409A of the Executive is entitled upon Internal Revenue Code at the time the Employee “separates from service.” This clause 10.5 will not be applicable after the Employee’s death. 10.6 Upon the termination of his employment with the Company in accordance with the terms (for whatever reason and conditions of the applicable plans of the Company, and (D) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectivelyhowsoever arising), the “ Accrued Amounts ”)Employee shall not at any time thereafter make any untrue or misleading oral or written statement concerning the business and affairs of any GLG Entity.

Termination of Employment. The provisions of Section 1 of this Agreement notwithstanding, the Company may terminate this Agreement and Executive’s employment hereunder in the manner and for the causes hereinafter set forth, in which event the Company shall be under no further obligation to Executive other than as specifically provided herein: 4.1 If Executive is absent from work or otherwise substantially unable to assume his normal duties for a period of sixty (60) successive days or an aggregate of ninety (90) business days during any consecutive twelve-month period during the Employment Period because of physical or mental disability, accident, illness, or any other reason other than vacation or approved leave of absence, the Company may thereupon, or any time thereafter while such absence or disability still exists, terminate the employment of the Executive hereunder and the Employment Term may be terminated at any time upon ten (i10) by the Company with Cause on days’ written notice to Executive. 4.2 In the Executiveevent of the death of Executive during the Employment Period, (ii) by this Agreement shall automatically terminate on the date thereof. 4.3 If Executive materially breaches or violates any material term of his employment hereunder, or commits any criminal act or an act of dishonesty or moral turpitude, in the reasonable judgment of the Company’s Board of Directors, then the Company without Cause on thirty (30) days may, in addition to other rights and remedies available at law or equity, immediately terminate this Agreement upon written notice to Executive with the Executive ( provided that during date of such notice period being the Company shall not be required to provide work for the Executive termination date and may require that the Executive not report to the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon being deemed for “cause.” 4.4 In the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the event Executive’s employment is terminated for any by reason under this of the provisions of Section 64.1 or 4.2, then in such event, the Company shall be obligated pay to pay Executive, if living, or provide to such other person or persons as Executive may from time to time designate in writing as the beneficiary of such payment, the Basic Compensation then in effect at the time of such termination, such payment to continue for three months after such termination, and the Company shall have no further obligation with respect to the payment of Basic Compensation hereunder. Notwithstanding the foregoing, if any securities of the Company are publicly traded on an “established securities market” and Executive is a “specified employee” (or his estateas such terms are defined in Section 409A of the Code and the regulations thereunder) at the time of any termination of Executive’s employment by reason of the provisions of Section 4.1, as applicable) then the amount due to Executive hereunder on account of a termination of employment under Section 4.1 shall instead be paid to Executive in a lump sum within thirty and without interest on the date that is six months plus one day after such termination of employment, but only if such delay shall be necessary to prevent any accelerated or additional tax under Section 409A of the Code. 4.5 In the event Executive’s employment is terminated other than in accordance with Section 4.1, 4.2 or 4.3, Executive shall be entitled to receive an amount (30the “Termination Payment”) computed in the same manner as the Severance Payment not later than forty-five (45) days following after any such termination. Notwithstanding the foregoing, if any securities of the Company are publicly traded on an “established securities market” and Executive is a “specified employee” (as such terms are defined in Section 409A of the Code and the regulations thereunder) at the time of such termination of employment, then the portion of the Termination Payment that may be payable to Executive prior to the date that is six months plus one day from the date of such termination (the “Delayed Payment Date”) shall not exceed the lesser of (A) two times Executive’s Basic Compensation for the calendar year preceding the termination, or (B) two times the amount specified in Section 401(a)(17) of the Code for the calendar year of such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable but only if and to the extent that such limitation is necessary to prevent any accelerated or additional tax under Section 409A of the Code. To the extent any Termination Payment would be due to Executive pursuant hereunder during such six-month period in excess of that amount, such excess shall be paid to Executive, without interest, on the Delayed Payment Date. The Termination 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. 4.6 Upon any termination of this Agreement, accrued up to and including the date on which the Agreement or Executive’s employment terminateshereunder, Executive shall be entitled to be paid only (Bi) any earned but unpaid annual bonusBasic Compensation due to Executive at the time of such termination, (Cii) any employee benefits amounts due to which the Executive is entitled upon termination of his employment with the Company him under (and in accordance with the terms and conditions of the applicable of) any employee benefit or bonus plans of the Companyin which he was a participant, and (Diii) reimbursement for the amounts, if any, payable to him pursuant to the terms of this Section 4 or Section 7, and such payments are in lieu of any unreimbursed business expenses incurred severance or similar payments which may be provided by the Company from time to time. Executive prior shall not be entitled to receive any other or additional compensation of any kind. Notwithstanding anything to the contrary contained therein, Executive’s right to receive any payments provided for under Section 7 or in connection with a termination under Section 4.1 shall be conditioned upon and subject to Executive’s execution and delivery to the Company (not later than 30 days after any termination of his date employment) of termination pursuant to Section 6(e) ((A)-(D) collectivelya general release, substantially in the “ Accrued Amounts ”).form of that attached hereto as Exhibit A.

Termination of Employment. The employment of the Executive hereunder and the Employment Term may be terminated at any time time: (i) by the Company with or without Cause on (as defined herein) upon written notice to the Executive, ; (ii) by the Company without Cause on thirty (30) days written notice to the Executive ( provided that during such notice period the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on upon written notice to the Executive, ; (iviii) by the Executive with Good Reason on written notice to the Company, (vas defined herein); (iv) by the Executive without Good Reason on upon thirty (30) days written notice to the Company (which notice period may be waived by the Company in its absolute discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), ; or (viv) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 67, the Company shall be obligated to pay or provide to the Executive (or his estate, as applicable) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable planplan or applicable laws: (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to and including the date on which the Executive’s employment terminatesis terminated, less required statutory deductions; (B) any earned but accrued and unpaid annual bonus, time off (if and as required by applicable law or the Company’s policies then in effect); (C) any employee benefits to which the Executive is entitled upon termination of his employment with the Company in accordance with the terms and conditions of the applicable plans of the Company, as in place from time to time; and (D) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of termination pursuant to Section 6(e5(f) ((A)-(D) collectively, the “ “Accrued Amounts Amounts”).

Termination of Employment. The employment of the Executive hereunder and the Employment Term may be terminated at any time (a) (i) In the event Fifty (50) Percent or more of the equity securities of AGI are acquired by any single person or identifiable group, as defined by the applicable rules and regulations under the Security and Exchange Act of 1934, as amended at an average acquisition price of $5.00 per share or more (valuing promissory notes, preferred stock or subordinated debentures given as consideration at their face value, and valuing any other assets given as consideration at their fair market value) and in the further event that Executive's employment is terminated within twelve (12) months following such event, except if such termination is by reason of "cause" (as that term is defined at paragraph 4(b) hereafter, or (ii) in the event Executive terminates his employment by reason of the uncured breach of this Agreement by AGI ("cause"), then, on the termination date, Company shall pay (or issue, as the case may be) to Executive a lump sum amount equal to the aggregate of (i) accrued but unpaid salary, if any; (ii) accrued but unpaid expenses, if any; (iii) accrued but unpaid bonuses, if any; (iv) unissued warrants, if any; and (v) the total compensation which would have been paid to Executive through the longer of (i) the remaining term, if any, of the Employment Period, or (ii) three (3) years compensation. Additionally, as of the termination date, Executive's rights to exercise his warrants, (if any) and/or stock option to the full extent of the shares covered thereby (if said rights had not otherwise matured or vested), shall forthwith mature and vest and Executive shall have the right to exercise his rights under any such securities. If the Executive intends to terminate his employment with Cause on the Company and/or AGI for "cause", the "cause" shall be specified in a written notice sent by Executive to the Company, and the Company shall be afforded fifteen (15) days or longer, if reasonably required, to cure such breach, if such breach is capable of being cured. (b) In the event of misconduct in office by Executive in the performance of his duties hereunder or if Executive is unable and/or unwilling to carry out the duties reasonably assigned to him by AGI, which duties are consistent with duties generally assigned and/or expected of chief operating officers in companies of comparable size to the Company (which shall hereinafter be referred to as "Termination for Cause"), AGI may terminate this Agreement by giving two (2) weeks prior written notice to Executive identifying the Executivecause of termination and specifying the effective date of such termination. If Executive is subjected to Termination for Cause, (ii) by the Company without Cause on then such "cause" shall be specified in such notice and Executive shall be afforded thirty (30) days written notice or longer, if reasonably required, to cause such breach to be cured, if such breach is, in AGI’s sole opinion, capable of being cured. On the Executive ( provided that during such notice period the termination date Company shall not be required pay to provide work for Executive the Executive aggregate of (i) accrued but unpaid expenses, if any (ii) accrued but unpaid bonuses, if any; and may require that the Executive not report to the Company’s offices), (iii) by the Company due net salary compensation which would have been paid to Executive through the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretiondate of termination. Furthermore, in which case, such termination shall that event any warrants to be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 6, the Company shall be obligated to pay or provide to the Executive (or his estate, as applicable) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive issued pursuant to this Agreement, accrued up and any options granted pursuant to and including the date on plans then applicable to Executive which the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his employment with the Company in accordance with the terms and conditions have not then vested shall be forfeited as of the applicable plans termination date. (c) In the event Executive resigns or is terminated as an employee/executive/officer of the Company, Executive hereby agrees that his position(s) as officer and (D) reimbursement for any unreimbursed business expenses incurred by director of the Executive prior to his Company, if any, shall automatically end as of the date of his resignation or termination pursuant to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”)of employment.

Termination of Employment. (1) The employment option granted pursuant to this Agreement shall terminate immediately upon the termination of the Executive hereunder and the Employment Term may be terminated at any time (i) Employee’s employment by the Company or any subsidiary for “cause” as that term is defined in the Plan unless the Employee is a party to an employment (or similar) agreement with Cause on written notice to the Executive, (ii) by the Company without Cause on thirty (30) days written notice to or any subsidiary that defines the Executive ( provided that during such notice period the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, word “cause,” in which case, case such termination definition shall be effective immediately upon the Company’s receipt apply for purposes of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3this Agreement. If the ExecutiveEmployee’s employment is terminated as a result of the Employee’s permanent and total disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended) or death, the option granted pursuant to this Agreement may be exercised by the Employee’s legal representative, heir or devisee, as appropriate within one year from the date of disability or death. If Employee’s employment is terminated for any reason under this Section 6other than cause, permanent and total disability or death, such option may be exercised within three months following the date of termination. Notwithstanding the preceding sentence, the Company shall be obligated may terminate and cancel such option during the three-month period referred to pay in the preceding sentence if the optionee engages in employment or provide activities contrary, in the opinion of the Company’s Board of Directors or the Committee, to the Executive best interests of the Company or any subsidiary. Notwithstanding the foregoing, (or his estate, as applicablei) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive option granted pursuant to this Agreement, accrued up to and including Agreement shall not be exercisable after the expiration date on which the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his employment with the Company in accordance with the terms and conditions of the applicable plans of the Company, such option and (Dii) reimbursement for such option (or any unreimbursed business expenses incurred by portion thereof) which is not exercisable on the Executive prior to his date of termination pursuant of employment shall not be exercisable thereafter without the consent of the Committee. (2) Nothing contained in this Section shall be interpreted or have the effect of extending the period during which an option may be exercised beyond the terms or the Expiration Date provided in this Agreement or established by law or regulation. Death of the Employee subsequent to Section 6(e) ((A)-(D) collectively, termination shall not extend such periods. Whether leave of absence shall constitute a termination of employment for purposes of this Agreement shall be determined by the “ Accrued Amounts ”)Committee in its sole discretion.

Termination of Employment. The (a) After an initial period of 9 months from the Effective Time, either the Company or the Executive may terminate the Executive's employment under this Agreement by giving to the other not less than three (3) months' previous notice in writing to that effect. (b) Notwithstanding the provisions of Section 10(a) and without in any way limiting any rights of the Company, the Company shall be entitled, but not bound, to terminate this Agreement with immediate effect, or on the expiry of such period of notice as the Company may consider appropriate or as set out below, by giving to the Executive written notice to that effect at any time after the happening of any one or more of the following events: (i) if the Executive shall have committed any material breach (whether by one or several acts or omissions) of his obligations hereunder (provided that if such breach is capable of being remedied it has not been remedied within a reasonable time of the Executive being called upon to do so by the Board) or knowingly repeated or continued any breach of his obligations hereunder and the Employment Term may be terminated amounting to a material breach after he has at any time (i) by received written warning from the Company with Cause on written notice in respect of such breach, or shall have been guilty of serious or persistent misconduct amounting to the Executive, gross misconduct; (ii) by if the Executive shall have been found guilty of any arrestable criminal offence (other than an offence under Road Traffic legislation in the UK or elsewhere for which a non-custodial penalty is imposed); (iii) if the Executive shall have become bankrupt, or made any formal arrangement or composition with his creditors generally (or their respective equivalents in any jurisdiction); and (iv) if the Executive is disqualified from holding office as a director of the Company or any company in the Group by reason of any order under the Companies Act 1985 or by reason of any provisions of the Insolvency Act 1986 ox xxx Xxmpany Directors Disqualification Act 1986. (c) Without prejudice to the rights of xxx Xxxxutive to remuneration and other benefits hereunder and to the rights of the Company hereunder, including, without Cause prejudice to the foregoing generality of Sections 9 and 10(b) (but subject as provided below), the Company shall have a right at any time on thirty or after the Company or the Executive has served notice to terminate the Appointment and/or this Agreement to require the Executive not to attend at any place of work and to exclude him from any premises of the Company (30or any company in the Group) days written notice at such times as the Company may determine and the Company shall be entitled to restrict (in whole or in part) the powers, duties and work of the Executive (in any manner the Company may determine) and the Company shall be under no obligation to vest in or assign to the Executive ( provided that during such notice period the Company shall not be required any powers or duties or to provide any work for the Executive and may require shall have the right to suspend him (in whole or in part) from the performance of any duties or obligations hereunder (provided that the Executive shall not report be suspended or otherwise prevented from continuing his duties hereunder for a continuous period in excess of the relevant period of notice). (d) The Company shall be entitled (but not bound) to terminate the Appointment with effect from the End Date (as defined below) by notice in writing to the Executive accompanied by a cheque for an amount equal to the PILON Payment (as defined below) and details of how it is calculated xxx it is expressly agreed and declared that any such termination shall not constitute a repudiation of this Agreement. For the purpose of this Section 10(d) "PILON PAYMENT" shall mean an amount equal to the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 6, the Company shall be obligated to pay or provide to the Executive (or his estate, as applicable) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to and including the date on which the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his employment with the Company in accordance with the terms and conditions of the applicable plans of the Company, and (D) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”).'s reasonablx xxximate of:

Termination of Employment. The employment of the Executive hereunder and the Employment Term may be terminated at any time (i) by the Company with Cause on written notice to the Executive, (ii) by the Company without Cause on thirty sixty (3060) days days’ written notice to the Executive ( (provided that during such notice period the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on delivery of written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the CompanyReason, (v) by the Executive without Good Reason on thirty sixty (3060) days days’ written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 67, the Company shall be obligated to pay or provide to the Executive (or his estate, as applicable) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary Base Salary payable to the Executive pursuant to this Agreement, accrued up to and including the date on which the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his employment with the Company in accordance with the terms and conditions of the applicable plans of the Company, and (DC) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of termination pursuant to Section 6(e5(f), and (D) ((A)-(D) collectivelypayment for accrued but unused vacation time as of the date of his termination, the “ Accrued Amounts ”)in accordance with Company policy.

Termination of Employment. The (a) Executive’s employment of under this Agreement shall terminate upon the Executive hereunder and the Employment Term may be terminated at any time earliest to occur of: (i) the expiration and non-renewal of the term of this Agreement at the end of the Employment Period, pursuant to Section 1 hereof; (ii) termination due to Disability; (iii) termination of Executive’s employment by the Company for any reason other than termination due to Disability; (iv) Executive’s death; or (v) termination of Executive’s employment by Executive for any reason. Upon the termination of Executive’s employment with Cause on written notice the Company for any reason, Executive shall be deemed to have resigned from the Board if a member at such time and all other positions with the Employer or any of its Affiliates (defined below) held by Executive as of the date immediately preceding his termination of employment. (b) If Executive’s employment ends for any reason, except as otherwise contemplated in this Section 4, Executive shall cease to have any rights to salary, bonus (if any) or other benefits, other than (i) the earned but unpaid portion of Executive’s Base Salary through the date of termination or resignation, (ii) by the Company without Cause on thirty (30) days written notice to the Executive ( provided that during such notice period the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices)any annual, (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s deathlong-term, or (vii) due other incentive award that relates to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 6, the Company shall be obligated to pay a completed fiscal year or provide to the Executive (or his estateperformance period, as applicable, and is payable (but not yet paid) in a lump sum within thirty (30) days following such termination, on or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to and including before the date on of termination or resignation, which the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his employment with the Company shall be paid in accordance with the terms of such award, (iii) a lump-sum payment in respect of accrued but unused vacation days at Executive’s per-business-day Base Salary rate, (iv) any unpaid expense or other reimbursements due to Executive, and conditions of the applicable plans (v) any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company, and provided that Executive shall not be entitled to any payment or benefit under any Company severance plan, or any replacement or successor plan (D) reimbursement for any unreimbursed business expenses incurred by subsections 4(b)(i)-(v), the Executive prior to his “Accrued Benefits”). The Accrued Benefits shall be paid as soon as administratively practicable following the date of termination pursuant termination, in accordance with Employer’s policy and applicable law, subject to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”)all required payroll deductions and withholdings.

Termination of Employment. The Company may terminate the Executive’s employment of the Executive hereunder and for any reason (including due to a Non-Renewal) during the Employment Term may be terminated at any time (i) by the Company with Cause on written notice to the Executive, (ii) by the Company without Cause on thirty (30) days Period upon not less than 15 days’ written notice to the Executive ( provided that during such notice period (other than in the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) event of a termination by the Company for Cause), and the Executive may voluntarily terminate his employment hereunder for any reason (including due to a Non-Renewal) during the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days Employment Period upon not less than 15 days’ written notice to the Company (which subject, in each case, to the longer notice period may be waived requirements in connection with a termination of employment by the Company Executive for Good Reason as set forth in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the ExecutiveSection 3.2(b)(iii), ) (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 6, the Company shall be obligated to pay or provide to the Executive (or his estate, as applicable) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to and including the date on which the Executive’s employment terminates, (B) terminates for any earned but unpaid annual bonus, (C) any employee benefits reason is herein referred to which as the Executive is entitled upon “Termination Date”). Upon the termination of his the Executive’s employment with the Company for any reason, the Executive shall be entitled to (i) payment of any Base Salary earned but unpaid through the date of termination, (ii) earned but unpaid Annual Bonus for any fiscal year completed prior to the Termination Date (payable in the ordinary course pursuant to Section 2.2), (iii) unused vacation days paid out at the per-business-day Base Salary rate, (iv) vested benefits (if any) in accordance with the applicable terms and conditions of the applicable plans of the Company, Company arrangements and (Dv) reimbursement for any unreimbursed business expenses incurred in accordance with Section 2.5 hereof (collectively, the “Accrued Amounts”); provided, however, that if the Executive’s employment hereunder is terminated by the Executive prior to his date of termination Company for Cause, then any Annual Bonus earned pursuant to Section 6(e) ((A)-(D) collectively2.2 in respect of a prior fiscal year, but not yet paid or due to be paid, shall be forfeited. For all purposes under this Employment Agreement and any agreement related to stock or stock options purchased by or granted to the “ Accrued Amounts ”)Executive, a termination of the Executive’s employment upon expiration of the Employment Period following a notice provided by the Company pursuant to Section 1.1 shall be treated as a termination by the Company other than for Cause.

Termination of Employment. (1) The employment of the Executive hereunder parties understand and the Employment Term may be terminated at any time (i) by the Company with Cause on written notice to the Executive, (ii) by the Company without Cause on thirty (30) days written notice to the Executive ( provided agree that during such notice period the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is pursuant to this agreement may be terminated as follows: (a) by the Executive, at any time, for any reason, on the giving of notice to the Employer in accordance with the British Columbia Employment Standards Act (the “Act”). The Employer may waive notice, in whole or in part and if it does so, the Executive’s entitlement to remuneration and benefits pursuant to this agreement will cease on the date it waives such notice; (b) by the Employer in its absolute discretion and for any reason under this Section 6, on giving the Company shall be obligated to pay Executive notice in accordance with the Act or provide on paying to the Executive the equivalent pay in lieu of notice. The payments contemplated in this clause include all entitlement to either notice or pay in lieu of notice [and statutory severance pay] under the Act. In the event the minimum statutory requirements as at the date of termination provide for any greater right or benefit than that provided in this agreement, such statutory requirements will replace the payments contemplated under this agreement. The Executive agrees to accept the notice (or his estate, pay in lieu of notice) as applicable) set out in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable this clause in full and final settlement of all amounts owing to the Executive pursuant by the Employer on termination, including any payment in lieu of notice of termination, entitlement of the Executive under any applicable statute and any rights which the Executive may have at common law, and the Executive waives any claim to any other payment or benefits from the Employer. (c) by the Employer, in its absolute discretion, without any notice or pay in lieu thereof, for “cause”. Cause includes, but is not limited to the following: (i) any material breach of the provisions of this Agreementagreement; (ii) any conduct of the Executive which tends to bring the Executive or the Employer into disrepute; (iii) the conviction of the Executive of a criminal offence punishable by indictment (where such cause is not prohibited by law); and (iv) any and all omissions, accrued up commissions or other conduct which would constitute “cause” at law. (2) The Executive’s employment shall also be terminated upon his or her death. (3) The parties understand and agree that the giving of notice or the payment of pay in lieu of notice by the Employer to and including the date Executive on which termination of the Executive’s employment terminates, shall not prevent the Employer from alleging cause for the termination. (B4) any earned but unpaid annual bonus, (C) any employee benefits to which On termination of employment the Executive shall immediately resign all offices held (including directorships) with the Employer and save as provided in this agreement, the Executive shall not be entitled to receive any payment or compensation for loss of office or otherwise by reason of the resignation. If the Executive fails to resign as mentioned the Employer is entitled upon irrevocably authorized to appoint some person in the Executive’s name and on his or her behalf to sign any documents or do any things necessary or requisite to give effect to such resignation. (5) The Executive’s obligations under clauses 7, 8 and 9 shall survive the termination of his the Executive’s employment with the Company in accordance with the terms and conditions of the applicable plans of the Company, and (D) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”)this agreement.

Termination of Employment. The employment of the Executive hereunder and the Employment Term may be terminated at (a) At any time during the Term, (i) by the Company with may terminate the Employee’s employment With Cause on written notice to the Executive, (ii) by the Company without Cause on thirty (30) days written notice to the Executive ( provided that during such notice period the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on by written notice to the Executive, Employee; (ivii) the Company may terminate the Employee’s employment Without Cause (as hereinafter defined) by written notice to the Executive with Employee; (iii) the Employee may terminate his employment for Good Reason on (as hereinafter defined) upon 30 days’ prior written notice to the Company, (v) by which notice shall set forth in detail the Executive without matters involved, but only if the Company subsequently fails to cure the basis upon which such termination for Good Reason on thirty is based during such 30-day period; and (30iv) days the Employee may terminate his employment for any reason or for no reason (other than for Good Reason) upon 60 days’ prior written notice to the Company Company. (which notice period may be waived by b) Subject to Section 5, if, during the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the CompanyTerm, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s Employee terminates his employment is terminated hereunder for any reason other than for Good Reason, or the Company terminates Employee’s employment hereunder With Cause, all obligations of the Company to provide compensation and benefits under this Agreement shall cease upon the last day of the Employee’s employment (except for the payment of those benefits accrued or those reimbursable expenses properly incurred in accordance with subsection (d) of Section 63 by the Employee prior to the date of such termination), and the Employee shall have no claim against the Company for damages or otherwise by reason of such termination. The Company’s election to terminate the Employee’s employment With Cause shall be without prejudice to any remedy the Company may have against the Employee for the breach or nonperformance of any of the provisions of this Agreement. (c) If, during the Term, the Company terminates the Employee’s employment hereunder Without Cause or the Employee terminates his employment for Good Reason, then the Employee will be entitled to receive an amount equal to one year’s Base Salary, paid in equal monthly installments for 12 months following the effective date of the termination of the Employee’s employment hereunder. Notwithstanding the foregoing, all post-employment compensation shall be obligated cease to pay or provide accrue, and the Employee shall have no further entitlement to the Executive (or his estate, as applicable) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to same from and including after the date on which the Executive’s employment terminates, (B) Employee breaches any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his employment with the Company in accordance with the terms and conditions of the applicable plans post-employment covenants set forth in Sections 8 through 12 of the Company, and this Agreement (D) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”if applicable).

Termination of Employment. The (a) Notwithstanding any other provision of this Employment Agreement or the Restated LP Agreement to the contrary, the Employee agrees that his employment of with the Executive hereunder and the Employment Term may Employer shall in no event be terminated during the Term other than solely in the following circumstances: (i) Upon a termination of such employment by the Employer For Cause, effected at any time by (x) the General Partner, or (y) the Management Committee acting by a Committee Vote (with such Committee Vote being calculated for all purposes as if the Employee were not a member of the Management Committee, if he is at the time a member of such committee) and with the prior written consent of the General Partner; (ii) Upon a termination of such employment by the Employer other than For Cause, effected at any time by the Management Committee acting by a Committee Vote (with such Committee Vote being calculated for all purposes as if the Employee were not a member of the Management Committee, if he is at the time a member of such committee) and with the prior written consent of the General Partner; (iii) Upon a termination of such employment by the Employer following the Permanent Incapacity of the Employee, effected at any time by (i) by the Company with Cause on written notice to the ExecutiveGeneral Partner, or (ii) the Management Committee acting by a Committee Vote (with such Committee Vote being calculated for all purposes as if the Company without Cause on thirty (30Employee were not a member of the Management Committee, if he is at the time a member of such committee) days and with the prior written notice to consent of the Executive ( provided that during such notice period the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, General Partner; or (iv) by Upon a termination of such employment resulting from the Executive with Good Reason on written notice to death of the Company, Employee. (vb) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretionThe Employee agrees that, in which case, such connection with the termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 6, the Company shall be obligated to pay or provide to the Executive (or his estate, as applicableanticipated future termination) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to and including the date on which the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his employment with the Company Employer for any reason, the Employee will use reasonable best efforts to transition to other employees of the Employer (and its Controlled Affiliates) (as determined by the Management Committee or the General Partner) all relationships with Clients and sub-advisers in accordance which such Employee Equityholder has a material role (with the terms and conditions intent that such relationships are transitioned to continuing employees of the applicable plans Employer (and its Controlled Affiliates) by the time of such termination and retained following such Employee’s departure from employment), and will cooperate in good faith with all reasonable requests of the Company, and (D) reimbursement for any unreimbursed business expenses incurred by Management Committee and/or the Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”)General Partner in connection therewith.

Termination of Employment. The employment of the Executive hereunder and the Employment Term may be terminated at any time (i) by the Company with Cause on written notice to the Executive, (ii) by the Company without Cause on thirty ninety (3090) days written notice to the Executive ( (provided that during such notice period the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defineddefined in the Severance Plan) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the CompanyReason, (v) by the Executive without Good Reason on thirty sixty (3060) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, (vii) in connection with a Change in Control (within the meaning as set forth in the Dynegy Inc. Executive Change in Control Severance Pay Plan (the “Change in Control Plan”)) or (viiviii) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 67, the Company shall be obligated to pay or provide to the Executive (or his her estate, as applicable) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary Base Salary payable to the Executive pursuant to this Agreement, accrued up to and including the date on which the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his her employment with the Company in accordance with the terms and conditions of the applicable plans of the Company, and (DC) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his her date of termination pursuant to Section 6(e5(e), and (D) ((A)-(D) collectivelypayment for accrued but unused vacation time as of the date of her termination, the “ Accrued Amounts ”)in accordance with Company policy.

Termination of Employment. The (1) Subject to subclauses (2), (3) and (4) hereof, the employment of the Executive hereunder and the Employment Term a weekly time-worker or part- time worker may be terminated at any time (i) by a week’s notice on either side, or in lieu of such notice the Company with Cause on written notice employer shall pay to the Executive, (ii) by employee one week’s wages or the Company without Cause on thirty (30) days written notice employee shall forfeit to the Executive ( provided employer one week’s wages. The employer may deduct the amount forfeited, or any part of it, from any monies due to the employee under this Industrial Agreement. Notice may be given on any day of the week to take effect one week after the day on which it is given. This shall not affect the right of the employer to dismiss any employee without notice for malingering, inefficiency, neglect of duty, or misconduct and in such a case wages shall be paid up to the time of dismissal only. (2) Provided always, that during such the notice period the Company referred to in subclause 2.1 (1) shall not be required given so as to provide work for take effect concurrently with any annual leave to which the Executive employee may be entitled and may require that the Executive not report such notice or payment in lieu of notice shall be additional to any bonus payable to the Company’s officesemployee under clause 5.1 (Annual Leave) of this Award. (3) Except as provided for in subclauses (1), (iii2) by the Company due to the Executive’s Disability and (as hereinafter defined4) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Companyhereof, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due employer and employees to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under whom this Section 6, the Company Industrial Agreement applies shall be obligated to pay or provide to the Executive (or his estate, as applicable) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to and including the date on which the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his employment with the Company in accordance with observe the terms and conditions of the applicable plans Statement of Policy on Termination of Employment, Introduction of Changes and Redundancy contained in the decision of the CompanyFull Bench of the Queensland Industrial Relations Commission dated 29 October 2003, and published in the Queensland Government Industrial Gazette on 18 August 2003 (D173 QGIG 1417) reimbursement and 15 October 2003 (174 QGIG 741). Provided that the provisions of clause A (Termination of Employment) contained in the aforesaid Statement of Policy shall not have application under this Industrial Agreement, except in circumstances resulting from introduction of changes and/or redundancy as set out in clauses B and C respectively of that Statement of Policy. The employer shall display a copy of the aforementioned decision of the Full Bench of the Commission in such a position at the workplace as to be easily read by employees covered by this Industrial Agreement. (4) Provided further, that in circumstances which result from the introduction of changes and/or redundancy as set out in clauses B and C respectively of that Statement of Policy and as preferred to retrenchment and the payment of severance pay as specified therein, then: (a) Where an employee agrees to be redeployed or relocated to a position which attracts a lower base rate than that which attached to the employee’s previous position, then the employee shall at the expiry of the redeployment period, receive a once only redeployment payment calculated as the difference between 1 week’s pay on each of the higher and lower base rates, which shall be multiplied by four for each of that employee’s continuous completed years of service or pro rata on the basis of each additional quarter year’s service. (b) For superannuation purposes the pay applicable to the employee’s previous position will be (notionally) used until such time as the pay applicable to his/her new position exceeds that notional figure. Both member contributions and Employer paid benefits will be based on this notional salary in the interim. (c) The terms of provisions (a) and (b) of this subclause shall be read and construed as being in substitution for the provisions of clause 2 “Transfer to Lower Paid Duties” of “Clause C - Redundancy” of the aforementioned Statement of Policy. (d) Further, where any unreimbursed business expenses incurred by employee is made redundant as the Executive prior result of an unsuccessful attempt at redeployment, then such employee shall be entitled to his date the severance payment specified in the Statement of termination pursuant Policy at that employee’s pre-redeployment rate of pay. (e) Provided further that the parties to Section 6(ethis Industrial Agreement recognise and agree that the pay provisions of subclauses (3) and ((A)-(D4) collectivelyhereof, are to be regarded as minimum standards only and that all discussion on this topic shall be undertaken in good faith and with due and proper regard for the “ Accrued Amounts ”)circumstances of any redundancy, while the ultimate objective of any negotiation shall be the settlement of any redundancy in a manner which is no less favourable than that set out herein.

Termination of Employment. The (a) Notwithstanding any provisions of this Agreement to the contrary including, without limitation, Section 2 hereof, the Employee's employment of the Executive hereunder and the Employment Term may this Agreement shall be terminated at in the following circumstances (any time of such circumstances hereinafter referred to as a "Terminating Event"): (i) by upon the Company with Cause on written notice to death of the Executive, Employee; (ii) by in the Company without Cause on thirty (30) days written notice to sole discretion of the Executive ( provided that during such notice period Board of Directors of the Company shall not be required to provide work for Employer, after the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to the Executive’s Disability Employee is Disabled (as hereinafter defined) on upon the Employer giving the Employee written notice to of such termination; (iii) in the Executivesole discretion of the Board of Directors of the Employer, for Cause (as hereinafter defined) upon the Employer giving the Employee written notice specifying the grounds for such termination; (iv) by in the Executive with Good Reason on sole discretion of the Employee, after a Change in Control (as hereinafter defined) upon the Employee giving the Employer written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, of such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 6, the Company shall be obligated to pay or provide to the Executive (or his estate, as applicable) in a lump sum within thirty (30) days following of the date that the Employee becomes aware of such terminationChange in Control; or (v) in the sole discretion of the Employer for any reason other than Cause. Such termination shall be effective (the "Effective Date") as to the Terminating Event set forth in (a) Section 7(a)(i) on the date of the death of the Employee, or at (b) Sections 7(a)(ii) and 7(a)(iii) immediately upon receipt by the Employee of the written notice required by each of such other time prescribed Sections, (c) Section 7(a)(iv) thirty (30) days after receipt by any applicable plan: the Employer of the written notice required by such Section and (d) Section 7(a)(v) immediately upon notice given by the Company to the Employee. (b) In the event of a termination of the Employee's employment hereunder, the Employee shall be entitled to the following: (i) in the event of a termination pursuant to Section 7(a)(i), the Employee shall be entitled to receive (A) any base salary payable Base Compensation and Bonus owed to him hereunder to the Executive pursuant to this Agreement, accrued up to Effective Date of such termination and including the date on which the Executive’s employment terminates, (B) for a period of one year from the Effective Date his Base Compensation and thereafter shall not be entitled to any earned but unpaid annual bonusfurther compensation, remuneration or perquisites hereunder; (Cii) any employee benefits to which in the Executive is entitled upon termination event of his employment with the Company in accordance with the terms and conditions of the applicable plans of the Company, and (D) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of a termination pursuant to Section 6(e) ((A)-(D) collectively7(a)(ii), the “ Accrued Amounts ”Employee shall be entitled to receive (A) any Base Compensation and Bonus owed to him hereunder to the Effective Date of such termination and (B) for a period of one year from the Effective Date (1) his Base Compensation reduced by the sum of all periodic payments the Employee receives by virtue of his disability (x) pursuant to any disability policy paid for by the Employer pursuant to Sections 5(a)(iii) or 5(b) hereof and (y) in the form of Florida State Disability Benefits and/or Social Security Benefits and (2) all of the perquisites set forth in Sections 5(a)(i), 5(a)(ii), 5(a)(iii) and 5(b) hereof and thereafter shall not be entitled to any further compensation, remuneration or perquisites hereunder; (iii) in the event of a termination pursuant to Section 7(a)(iii), the Employee shall be entitled to receive any Base Compensation and Bonus owed to him hereunder to the Effective Date of such termination and thereafter shall not be entitled to any further compensation, remuneration or perquisites hereunder; (iv) In the event of a termination pursuant to Section 7(a)(iv) hereof, if the Employee remains and continues as an employee of the Employer until the Effective Date of the Change in Control unless the Employee is terminated by the Employer prior to the Effective Date of the Change in Control other than for Cause, the Employee shall be entitled to receive, in one lump sum payment payable in full on the Effective Date of the Change in Control (A) any Base Compensation and Bonus owed to him hereunder to the Effective Date of such termination and (B) three years Base Compensation plus three times the amount of the Bonus received by the Employee for the last full fiscal year prior to the Effective Date of the Change in Control; and (v) in the event of a termination pursuant to Section 7(a)(v) hereof, the Employee shall be entitled to receive in one lump sum payment payable in full on the Effective Date (A) any Base Compensation and Bonus owed to him hereunder to the Effective Date of such termination and (B) three years Base Compensation plus three times the amount of the Bonus received by the Employee for the last full fiscal year prior to the Effective Date and thereafter shall not be entitled to any further compensation, remuneration or perquisites hereunder." For purposes of Section 7(c)(iv) the following terms will have the meanings set forth below:

Termination of Employment. (1) The employment of Company or the Executive hereunder and may terminate the Employment Term by giving to the other party at least 12 months' notice in writing expiring at any time. (2) The Employment will automatically terminate (if not already terminated) on the day before the Executive's 60th birthday. (3) The Company may be terminated at any time (i) terminate the Employment with immediate effect by giving notice in writing to the Executive on terms that the Company with Cause on written notice shall pay to the Executive, in lieu of the remainder of the term of the Employment or, as the case may be, notice under subclause (ii1) above, an amount equal to 12 months' salary or the amount of salary that would have been paid to the Executive if the Employment terminated on the expiry of the remainder of any notice given under subclause (1) above as the case may be provided that the Executive's entitlement to the payment shall be conditional on him agreeing to comply with his obligations to the Company following the termination of the Employment (which include, but without limiting the generality of the foregoing his obligations not to use or disclose the Company's or the Group's confidential information under the General Terms and Conditions of Employment). (4) The Company may in circumstances where the Remuneration Committee reasonably deems it to be in the Company's best interests elect that in place of a lump sum payment in lieu of notice under sub-clause (3) above the Company will pay the Executive in lieu of notice in a series of staged payments at the time or times that the Executive would have been paid had he been employed during the period of notice or remainder of such period given under sub-clause (1) above. (5) Subclause (1) above does not limit the Company's rights to suspend any of the Executive's duties and powers under this agreement or the General Terms and Conditions of Employment. In addition or alternatively, the Company may during the whole or any part of any period of notice require the Executive to perform duties (including any modified duties arising from an exercise by the Company without Cause on thirty (30of its rights under the General Terms and Conditions of Employment) days written notice to the Executive ( provided that during at such notice period locations as the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to reasonably require. Throughout any such period of suspension the Executive’s Disability (as hereinafter defined) on written notice 's salary and other benefits to the Executive, (iv) by the Executive with Good Reason on written notice which he is entitled under this agreement shall continue to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action paid or provided by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 6, the Company shall be obligated to pay or provide to the Executive (or his estate, as applicable) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to and including the date on which the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his employment with the Company in accordance with the terms and conditions of the applicable plans of the Company, and (D) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”).

Termination of Employment. 12.1 The employment period of Employment from the Commencement Date for six (6) months (inclusive) (the “Probationary Period”) will be probationary. The Employee’s performance will be reviewed during the Probationary Period. At the end of the Executive hereunder and Probationary Period the Company will make a decision about whether the Employment Term will be confirmed and will notify the Employee to that effect. 12.2 In order to terminate the Employment, the Employee or the Company shall give to the other party: (a) during or at the end of the Probationary Period, one month’s notice in writing; and (b) thereafter, three months’ notice in writing. 12.3 Once notice to terminate has been given by either the Employee or the Company pursuant to clause 12.2(a) or 12.2(b) as the case may be, or in circumstances where the Employee has purported to resign without giving the requisite notice, the Company may: (a) require the Employee to perform such duties as the Company determines; (b) require the Employee to perform no duties and exclude the Employee from the premises of the Company; (c) require the Employee not to have any communication on business matters with any client of or supplier of services to any Group Member, or any portfolio company in which a Group Member or any affiliate of a Group Member or any client of the Company holds an investment or acts as investment advisor or investment manager in respect of any such investment; (d) require the Employee not to contact or have any communication with any employee, officer, director, agent or consultant of any Group Member in relation to the business of such Group Member; or/and (e) require the Employee not to remain or become involved in any respect with the business of any Group Member except as required by such Group Member, and in each case, the Company shall continue to pay to the Employee his/her salary and provide all other contractual benefits except that notwithstanding any other terms of this agreement, bonus or other performance related benefits shall not accrue. 12.4 Upon termination of the Employee’s employment under this contract, the Employee shall return to the Company all Company property. This includes, but is not limited to: (a) security passes and keys; (b) documents relating to the business of the Company or any Group Member; (c) mobile phones and pagers; (d) laptop computers and accessories; (e) corporate credit cards and charge cards. and must not retain copies of any of the above. 12.5 The Employment may be terminated by the Company without notice or payment in lieu of notice and with no liability on the part of any Group Member to make any further payment to the Employee (other than in respect of amounts accrued and due at the date of termination) if the Employee: (a) is guilty of any gross misconduct affecting the business of any Group Member (non-exclusive examples of gross misconduct are set out in the Company’s non-contractual disciplinary, dismissal and grievance policy, as amended from time to time); (b) commits any serious or repeated breach or non-observance of any of the provisions of this agreement or refuses or neglects to comply with any reasonable and lawful directions of the Board; (c) is, in the reasonable opinion of the Board, negligent or incompetent in the performance of his duties; (d) is declared bankrupt or makes any arrangement with or for the benefit of his creditors or has a county court administration order made against him under the County Court Xxx 0000; (e) is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed); (f) becomes of unsound mind (which includes lacking capacity under the Mental Capacity Act 2005), or a patient under any statute relating to mental health; (g) ceases to be eligible to work in the United Kingdom; (h) is guilty of any fraud or dishonesty or acts in any manner which in the opinion of the Board brings or is likely to bring the Employee or any Group Member into disrepute or is materially adverse to the interests of any Group Member; (i) is in material breach of the Company’s anti-corruption and bribery policies and related procedures in effect from time to time; or (j) is guilty of a serious breach of any rules issued by the Company from time to time regarding its electronic communications systems. 12.6 The Company may in its sole and absolute discretion terminate the Employment forthwith at any time (iwhether or not notice to terminate has already been given) by paying the Company with Cause on written notice to the Executive, (ii) by the Company without Cause on thirty (30) days written notice to the Executive ( provided that during such notice period the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 6, the Company shall be obligated to pay or provide to the Executive (or his estate, as applicable) in Employee a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable equal to the Executive basic salary only, calculated at the rate prevailing at the date of termination in accordance with clause 4.1 in lieu of any required notice or balance of such agreed notice together with any accrued holiday pay entitlement pursuant to this Agreement, accrued up to and including the date on which the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his employment with clause 13. 12.7 Where the Company terminates this agreement otherwise than in accordance with the terms provisions of clause 12.2 or 12.7 (subject always to the provisions of clause 12.6) the Employee shall not be entitled to enforce any claim as a contractual debt or as liquidated damages and conditions his/her sole remedy will be a claim in damages and any such damages to which the Employee may be entitled shall be calculated in accordance with ordinary common law principles including those relating to mitigation of the applicable plans of the Company, and (D) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”)loss.

Termination of Employment. The employment of the Executive hereunder and the Employment Term may be terminated at any time (i) immediately by the Company with or without Cause (as defined herein) on written notice to the Executive, (ii) by the Company without Cause on thirty (30) days written notice to the Executive ( provided that during such notice period the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iviii) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason under any circumstances on thirty (30) days days’ written notice to the Company (which notice period may be waived by the Company in its absolute discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), or (viiv) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 67, the Company shall be obligated to pay or provide to the Executive (or his estate, as applicable) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to and including the date on which the Executive’s employment terminatesis terminated, less required statutory deductions, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his employment with the Company in accordance with the terms and conditions of the applicable plans of the Company, and (DC) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of termination pursuant to Section 6(e5(e) ((A)-(DA)-(C) collectively, the “ “Accrued Amounts Amounts”).

Termination of Employment. (a) The parties understand and agree that this Agreement and the Executive’s employment hereunder may be terminated in the following manner in the specified circumstances: (i) The Executive’s employment hereunder shall automatically terminate upon the death of the Executive. (ii) By Xxxxxxx, if, as a result of the Executive’s incapacity due to physical or mental illness which is expected to be of more than a brief duration, the Executive has been unable to perform the essential functions of her job for one hundred and eighty (180) days (whether or not consecutive) during any period of eighteen (18) consecutive months (“Disability”), and no reasonable accommodation can be made that will allow Executive to perform the essential functions of her position with Xxxxxxx. Upon such termination, the Executive shall be entitled to the same severance benefits and payments described in Subsection (v) or (vi), as applicable, as if such termination was a termination by Xxxxxxx without Cause. (iii) By the Executive, at any time, for any reason. Xxxxxxx may waive notice required by Section (d) of this Article 6, in whole or in part, upon immediate payment to the Executive of the Executive’s Base Salary for such portion of notice period as is waived by Xxxxxxx. If such termination is for Good Reason, then unless the provisions of Subsection (vi) apply, the Executive shall be entitled to the same payments and benefits as provided in Subsection (v) for terminations by Xxxxxxx without Cause. If such termination is for any other reason, Xxxxxxx shall pay to the Executive the Accrued Obligations. (iv) By Xxxxxxx, in its absolute discretion, without any pay in lieu of notice, for Cause. Upon such termination, Xxxxxxx shall pay to the Executive the Accrued Obligations. (v) By Xxxxxxx, in its absolute discretion and for any reason, without Cause. Upon such termination, unless the provisions of Subsection (vi) hereof apply, Xxxxxxx shall (A) continue to pay the Executive her Base Salary in effect at the time of such termination for a period of twenty-four (24) months following such termination, (B) provided such termination is following the second anniversary of her employment with Xxxxxxx (or any predecessor thereto), pay the Executive a monthly amount equal to one-twelfth of the Executive’s Target Bonus in effect at the time of Executive’s termination of employment for a period of twenty-four (24) months following such termination, (C) continue to provide the Executive term life insurance for a period of twenty-four (24) months after termination, or, if such benefits cannot be provided by Xxxxxxx, Xxxxxxx shall pay to the Executive an equivalent lump sum cash amount in lieu of such benefits, (D) continue to provide the Executive (and her eligible dependents) with the opportunity to continue to participate in its group medical and dental benefits (with such continuation being counted towards any required COBRA continuation period), at the Executive’s sole expense based on COBRA rates charged from time to time; provided, however, that Xxxxxxx shall pay to the Executive over the twenty-four (24) month period an amount equal to the full COBRA cost of such coverage, (E) reasonable outplacement services by a firm selected by the Executive, at the expense of Xxxxxxx, in an amount up to Twenty-Five Thousand Dollars ($25,000.00) and (F) pay to the Executive the Accrued Obligations. Notwithstanding the foregoing, if the Executive is a “specified employee” within the meaning of Code Section 409A at the Date of Termination, then (I) the total amount which would have been payable to the Executive over the twenty-four (24) month period pursuant to this Subsection (v) shall instead be paid to the Executive in equal monthly amounts over the period commencing on the Date of Termination and ending no later than the first day of the third month following the later of (X) the calendar year in which the Date of Termination occurred and (Y) the fiscal year of Xxxxxxx in which the Date of Termination occurred, if such payments would not be subject to Code Section 409A, or (II) if the payments specified in Clause (I) would be subject to Code Section 409A, then such payments shall be paid in the manner set forth above without regard to Clause (I) hereof, but payments which would otherwise have been made during the first six (6) months following the Date of Termination, shall be withheld and paid to the Executive during the seventh month following the Date of Termination, increased for interest as provided in Section (b) hereof. (vi) In the event that during the two (2) year period commencing on the date of a Change in Control, Xxxxxxx terminates the Executive’s employment without Cause or the Executive terminates employment for Good Reason, Xxxxxxx shall pay to the Executive the amounts described in Annex A within five (5) business days after the Date of Termination and shall provide to the Executive the benefits described on Annex A for the periods described therein. Notwithstanding the foregoing, in the event that the Executive is at the Date of Termination a “specified employee” within the meaning of Code Section 409A, payment to the Executive shall be made within five (5) days following the expiration of six (6) months from the Date of Termination, and not before such six (6) month period, if necessary to avoid adverse tax consequences to the Executive under Code Section 409A. (b) Without limiting the rights of the Executive hereunder at law or in equity, in the event it is determined that Xxxxxxx fails to make any payment or provide any benefit required to be made or provided under Section (a) hereof on a timely basis, Xxxxxxx shall pay interest on the amount or value thereof at an annualized rate of interest equal to the so-called composite “prime rate” as quoted from time to time during the relevant period in The Wall Street Journal. Any change in such prime rate shall be effective on and as of the Employment Term date of such change. In addition, if any payment described in Subsection (v) or (vi) of Section (a) hereof by Xxxxxxx subjects the Executive to the excise tax under Code Section 409A on such payment, Xxxxxxx shall pay on the Executive’s behalf to the applicable taxing authorities, an amount which, after payment of all state, local and federal income and employment taxes which may be terminated due on such payment (calculated at any time the highest marginal rates), is equal to the excise tax under Code Section 409A which arose as a result of Xxxxxxx’x delay or acceleration in making such payment. (ic) In order to receive the entitlement under Subsection (vi) of Section (a) hereof, or Clauses (A), (B), (C), (D), and (E) of Subsection (v) of Section (a) hereof (whether such termination is by the Company with Cause on written notice to the ExecutiveExecutive for Good Reason or by Xxxxxxx without Cause), (ii) by the Company without Cause on thirty (30) days written notice to the Executive ( provided that during must undertake to sign a release in a form satisfactory to Xxxxxxx, fully releasing Xxxxxxx from further claims upon payment of the amounts stipulated herein and must not revoke such notice period release. However, the Company form of release shall not be required to provide work for the Executive and may require that the Executive not report to give up any rights of indemnity which the Company’s offices), (iii) Executive may have had against Xxxxxxx for acts carried out by the Company Executive in the ordinary course of Xxxxxxx’x business, nor shall it require the release of the benefits under this Agreement payable due to or after the Executive’s Disability (as hereinafter defined) on written notice to termination of employment. Xxxxxxx may withhold payment of such amount until the Executive, (iv) by period during which the Executive with Good Reason on written notice to the Company, may revoke such waiver (vnormally seven (7) by the Executive without Good Reason on thirty days) has elapsed. (30d) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such Any purported termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 6, by Xxxxxxx or by the Company Executive shall be obligated to pay or provide communicated by written Notice of Termination to the Executive (or his estate, as applicable) other party hereto in accordance with Article 15. “Notice of Termination” shall mean a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable notice that shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to the Executive pursuant to this Agreement, accrued up to and including the date on which provide a basis for termination of the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which under the Executive is entitled upon termination of his employment with the Company in accordance with the terms and conditions of the applicable plans of the Company, and (D) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”)provision so indicated.

Termination of Employment. The (a) Employee may terminate his employment hereunder, without cause, upon sixty (60) days prior written notice. Upon Employer's receipt of such notice from Employee, Employer shall have the right to pay Employee, in advance, the compensation to which Employee is otherwise entitled for such sixty (60) day period and demand that Employee physically leave Employer's business premises; provided, further, Employer shall pay to Employee any other compensation and benefits to which Employee is entitled as of such termination date by virtue of any other provisions of this Agreement. Employer may terminate Employee's employment hereunder, without cause, upon sixty (60) days prior written notice. Upon Employer's delivery of such notice to Employee, Employer shall have the right to pay Employee, in advance, the compensation to which Employee is otherwise entitled for such sixty (60) day period and demand that Employee physically leave Employer's business premises; provided further, Employer shall pay to Employee any other compensation and benefits to which Employee is entitled as of such termination date by virtue of any other provisions of this Agreement, and notwithstanding any contrary provision of this Agreement, any such advance payment shall be in lieu of, and shall constitute a full satisfaction of Employer's obligation to pay Employee, the severance compensation described in Section 4(g) hereinabove. (b) Employer may terminate the employment of Employee hereunder, without notice, upon Employee's failure to perform the Executive hereunder duties assigned to him by the Board, or for other good cause. For the purpose of this Agreement, the term "good cause" shall include: (1) a pattern of conduct which tends to hold Employer up to ridicule, or which adversely affects Employer, in the business community pertaining to Employer's business, (2) engaging in conduct disloyal to Employer, (3) non-diligent performance of duties, (4) failure to appear for work during regularly scheduled hours without a sufficient reason, (5) conviction of any crime, and (6) dependence upon, or abuse of, any addictive substance, including but not limited to, alcohol, amphetamines, barbiturates, LSD, cocaine, marijuana, or narcotic drugs. Notwithstanding the foregoing, Employee's employment may not be terminated for any conduct set forth in clauses (1) through (4) above unless such conduct continues after Employer has served written demand on Employee to cease or rectify such conduct and Employee has failed to comply with such demand. For the purposes of clause (6) above, a determination of such dependence or such abuse shall be made by the decision of a majority of three (3) competent and reputable physicians who are not employees or contractors of Employer, one of whom shall be selected by Employer, one of whom shall be selected by Employee, and the Employment Term may third of whom shall be terminated at any time (i) selected jointly by the Company with Cause on written notice other two (2) physicians; provided, further, the determination of said physicians shall be binding upon the parties hereto, and the costs of such determination shall be borne by Employer. Employee's refusal or failure to submit to any examination or test requested by such physicians shall constitute a material breach of this Agreement. Notwithstanding any contrary provision of this Agreement, in the Executiveevent of any such refusal or failure, (ii) by the Company without Cause on thirty (30) days written notice to the Executive ( provided that during such notice period the Company Employee, in Employer's sole discretion, shall not be required entitled to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iiireceive any incentive compensation under Section 3(b) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 6, the Company shall be obligated to pay or provide to the Executive (or his estate, as applicable) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to and including the date on which the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his employment with the Company in accordance with the terms and conditions of the applicable plans of the Company, and (D) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”)hereinabove.

Termination of Employment. The 6.1 Except as otherwise set forth in this Section 6, if the Optionee’s employment with the Company and/or one of its Subsidiaries or Related Companies terminates for any reason, any then unvested and/or unexercisable portion of this Stock Option shall be forfeited by the Executive hereunder Optionee and the Employment Term may be terminated at any time (i) cancelled by the Company with Cause on written notice to the Executiveautomatically for no consideration. For purposes of this Agreement, (ii) by the Company without Cause on thirty (30) days written notice to the Executive ( provided that during such notice period the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices)“Employed by, (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice or employed with,” means continued service to the Company (which notice period may be waived by the Company in and/or one of its discretionSubsidiaries or Related Companies as an Employee, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive Independent Contractor or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration Member of the Employment Term pursuant to Section 3. Board. 6.2 If the ExecutiveOptionee’s employment is terminated for Cause (as defined below) all outstanding Stock Options will terminate immediately. If the Optionee’s employment with the Company and/or one of its Subsidiaries or Related Companies terminates for any reason under this Section 6other than for Cause or due to the Optionee’s death or Disability, the Company Optionee’s rights, if any, to exercise any then exercisable portion of this Stock Option shall terminate ninety (90) days after the date of such termination, but not beyond the expiration of the Option Period, and thereafter this Stock Option shall be obligated forfeited by the Optionee and cancelled by the Company for no consideration. For purposes of this Agreement, “Cause” means any of the following: (i) theft or misappropriation of funds or other property of the Company; (ii) alcoholism or drug abuse, either of which materially impair the ability of the Optionee to pay perform his/her duties and responsibilities hereunder or provide is injurious to the Executive business of the Company; (iii) the conviction of a felony or his estatepleading guilty or nolo contender to a felony involving moral turpitude; (iv) intentionally causing the Company to violate any local, as applicablestate or federal law, rule or regulation that xxxxx or may harm the Company in any material respect; (v) gross negligence or willful misconduct in a lump sum the conduct or management of the Company which materially affects the Company, not remedied within thirty (30) days following such terminationafter receipt of written notice from the Company; (vi) willful refusal to comply with any significant policy, directive or decision of the Chief Executive Officer, any other executive(s) of the Company to whom the Optionee reports, or at such other time prescribed by any applicable plan: (A) any base salary payable the Board in furtherance of a lawful business purpose or willful refusal to perform the duties reasonably assigned to the Optionee by the Chief Executive pursuant Officer, any other executive(s) of the Company to this Agreement, accrued up to and including whom the date on which Optionee reports or the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his employment Board consistent with the Optionee’s functions, duties and responsibilities, in each case, in any material respect, not remedied within thirty (30) days after receipt of written notice from the Company; (vii) breach (other than by reason of physical or mental illness, injury, or condition) of any other material obligation to the Company that is or could reasonably be expected to result in accordance with material harm to the terms and conditions Company not remedied within thirty (30) days after receipt of written notice of such breach from the applicable plans Company; (viii) violation of the Company's operating and or financial/accounting procedures which results in material loss to the Company, and (D) reimbursement for any unreimbursed business expenses incurred as determined by the Executive prior to his date Company; or (ix) violation of termination pursuant to Section 6(ethe Company's confidentiality, non-compete or non-solicit requirements (including those set forth in this Agreement) ((A)-(D) collectively, the “ Accrued Amounts ”)or Code of Business Conduct.

Termination of Employment. The (a) If Employee’s employment of the Executive hereunder and the Employment Term may be is terminated at any time (i) by the Company with Cause on written notice to the ExecutiveWith Cause, (ii) by Company pursuant to Section 5 or (iii) by Employee Without Good Reason (other than within twelve months following a Change of Control), all obligations of Company to provide compensation and benefits under this Agreement shall cease, and Employee shall have no claim against the Company for damages or otherwise by reason of such termination. Company’s election to terminate Employee’s employment With Cause shall be without prejudice to any remedy the Company may have against Employee for the breach or non-performance of any of the provisions of this Agreement. (b) If Company terminates Employee’s employment hereunder Without Cause (as hereinafter defined), the Company shall: (i) continue to pay Employee’s annual base salary (as in effect on thirty the date Employee’s employment so terminates) for a twenty-four (3024) days written notice month period under Section 3(a) of this Agreement; and (ii) for a twenty-four (24) month period following Employee’s termination, pay the COBRA premiums necessary for Employee to continue the Executive ( same medical coverage Employee carried while an active employee provided that during such notice period the Company shall not be required to provide work make more than the maximum number of payments allowed under COBRA. (c) If Employee voluntarily resigns (A) With Good Reason or (B) within twelve months following a Change of Control (for the Executive and may require that the Executive not report to the Company’s officesany or no reason), (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretionthen, in which either such case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 6, the Company shall be obligated shall: (i) not later than ten business days following the date of termination of employment, pay to pay or provide to the Executive (or his estate, as applicable) in Employee a lump sum within thirty cash amount equal to twice his annual base salary (30as in effect on the date Employee’s employment so terminates); and (ii) days for a twenty-four (24) month period following such Employee’s termination, or at such other time prescribed by any applicable plan: (A) any base salary payable pay the COBRA premiums necessary for Employee to continue the Executive pursuant to this Agreement, accrued up to and including the date on which the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any same medical coverage Employee carried while an active employee benefits to which the Executive is entitled upon termination of his employment with provided that the Company in accordance with shall not be required to make more than the terms and conditions maximum number of the applicable plans of the Company, and (D) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”)payments allowed under COBRA.

Termination of Employment. A. The Company’s stockholders may remove Employee as a director in accordance with the Company’s Bylaws. The Board may terminate Employee’s status as an executive director, even though Employee continues service as a non-executive director. B. Except as otherwise provided in this Section 8B, upon termination of Employee’s employment as an executive officer for any reason other than a Termination for Cause or removal as a director by the Company’s stockholders, including by reason of Employee’s death or permanent disability, any portion of the Executive hereunder Options that are not then exercisable will immediately expire and the Employment Term may remainder of the Options will remain exercisable for three months; provided, that any portion of the Options held by Employee immediately prior to Employee’s death, to the extent then exercisable, will remain exercisable for one year following Employee’s death; and further provided, that in no event shall any portion of the Options be terminated at any time (i) exercisable after the Final Exercise Date. Notwithstanding anything to the contrary in this Agreement, in the event that Employee experiences a Termination for Cause or is removed by the Company with Cause on written notice Company’s stockholders, all Options, whether or not then vested, shall immediately expire upon such event, and no portion thereof shall remain exercisable. For purposes of this Agreement, Employee will be deemed “permanently disabled” if Employee is so characterized pursuant to the Executiveterms of the Company’s disability policies or programs applicable to Employee from time to time, (ii) by or if no such policy is applicable, if Employee is unable to perform the Company without Cause on essential functions of Employee’s duties for physical or mental reasons for thirty (30) days written notice to the Executive ( provided that during such notice period the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 6, the Company shall be obligated to pay or provide to the Executive (or his estate, as applicable) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to and including the date on which the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his employment with the Company in accordance with the terms and conditions of the applicable plans of the Company, and (D) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”)consecutive days.

Termination of Employment. The employment of the Executive hereunder and the Employment Term may be terminated at any time (a) (i) In the event Fifty (50) Percent or more of the equity securities or all or substantially all of the assets of the Company are acquired by any single person or identifiable group, as defined by the applicable rules and regulations under the Security and Exchange Act of 1934, as amended and in the further event that Executive’s employment is terminated, by either the Company or the Executive, within twelve (12) months following such event, except if such termination is by reason of “cause” (as that term is defined at paragraph 4(c) hereafter, or (ii) in the event Executive terminates his employment by reason of the uncured breach of this Agreement by Company (“cause”), then, on the termination date, Company shall pay (or issue, as the case may be) to Executive a lump sum amount equal to the aggregate of (i) accrued but unpaid salary, if any; (ii) accrued but unpaid expenses, if any; (iii) accrued but unpaid bonuses, if any; (iv) unissued warrants, if any; and (v) the total compensation which would have been paid to Executive through five full years of compensation from the date of termination. Additionally, as of the termination date, Executive’s rights to exercise his warrants, (if any) and/or stock option to the full extent of the shares covered thereby (if said rights had not otherwise matured or vested), shall forthwith mature and vest and Executive shall have the right to exercise his rights under any such securities. If the Executive intends to terminate his employment with Cause on the company for “cause”, he “cause” shall be specified in a written notice sent by Executive to the Company, and the Company shall be afforded fifteen (15) days or longer, if reasonably required, to cure such breach, if such breach is capable of being cured. (b) In the event Fifty (50) Percent or more of the equity securities or all or substantially all of the assets of the Company are acquired by any single person or identifiable group, as defined by the applicable rules and regulations under the Security and Exchange Act of 1934, as amended, all unvested securities and benefits attributable to the Executive will immediately vest. In addition, with respect to any securities of the Company or rights to securities in the Company vesting in Executive as a result of this Article 4, the Company shall advise Executive by written notice at least four weeks prior to the Company’s filing of one or more registration statements under the Securities Act of 1933, as amended (or any successor form covering securities) to be offered and sold to the public generally, and shall, upon request of Executive, include in any such registration statement such securities of Executive as he/she may request. The foregoing shall include common stock of the Company to which Executive may be entitled by way of his/her exercise of any stock options and/or the exercise of warrants. (c) In the event of misconduct in office by Executive in the performance of his/her duties hereunder (which shall hereinafter be referred to as “Termination for Cause”), Company may terminate this Agreement by giving two (2) weeks prior written notice to Executive identifying the Executivecause of termination and specifying the effective date of such termination. If Executive is subjected to Termination for Cause, (ii) by the Company without Cause on then such “cause” shall be specified in such notice and Executive shall be afforded thirty (30) days written notice or longer, if reasonably required, to cure such breach, if such breach is capable of being cured. If Executive is unable to cure or if terminated pursuant to the Executive ( provided that during such notice period the provisions of paragraph “4.(c)”, Company shall not be required pay to provide work for Executive the aggregate of (i) accrued but unpaid expenses, if any; and (ii) the net salary compensation which would have been paid to Executive and may require that through the Executive not report to the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretiondate of termination. Furthermore, in which case, such termination shall that event any warrants to be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 6, the Company shall be obligated to pay or provide to the Executive (or his estate, as applicable) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive issued pursuant to this Agreement, accrued up and any options granted pursuant to plans then applicable to Executive which have not then vested shall be forfeited as of the termination date. (d) The failure of Executive’s representations herein to be materially accurate shall give the Company the right to terminate Executive’s engagement. (e) In the event Executive resigns or is terminated as an employee of Company, Executive hereby agrees that his position(s) as officer and including director of the Company shall automatically end as of the date on which the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon of his resignation or termination of his employment with the Company in accordance with the terms and conditions of the applicable plans of the Company, and (D) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”)employment.

Termination of Employment. The employment Option may be exercised only while Employee remains an employee of the Executive hereunder Company and the Employment Term may will terminate and cease to be terminated at any time (i) by the Company exercisable upon Employee’s termination of employment with Cause on written notice to the Executive, (ii) by the Company without Cause on thirty (30) days written notice to the Executive ( provided that during such notice period the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, except that: (va) by if Employee shall die while in the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt employ of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entityOption awarded hereunder shall immediately vest with respect to all of the remaining Shares and become fully exercisable without further action by the Committee, immediately upon the Executiveand Employee’s deathlegal representative, or (vii) due the person, if any, who acquired the Option by bequest or inheritance or by reason of the death of Employee, may exercise the Option, to the expiration extent not previously exercised, in respect of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 6, the Company shall be obligated to pay or provide to the Executive (or his estate, as applicable) in a lump sum within thirty (30) days following all such termination, or Shares at such other any time prescribed by any applicable plan: (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to and including the date on three (3) years after the date of death, after which date the ExecutiveOption will automatically and without notice terminate and become null and void; and (b) if Employee’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his employment with the Company terminates by reason of disability (as defined in the Company’s long term disability program or plan in which Employee is a participant or, if Employee does not participate in any such plan, as defined in the Dynegy Inc. Long Term Disability Plan, as amended), the Option awarded hereunder shall immediately vest with respect to all of the remaining Shares and become fully exercisable without further action by the Committee, and Employee may exercise the Option, to the extent not previously exercised, in respect of any or all such Shares at any time up to and including the date three (3) years after the date of termination of Employee’s employment by reason of such disability, after which date the Option will automatically and without notice terminate and become null and void; and (c) if Employee’s employment with the Company terminates by reason of retirement by Employee following (i) the date on which such Employee has reached fifty-five (55) years of age and (ii) at least five (5) years of service as an employee of the Company or its subsidiaries, the Option awarded hereunder shall continue to become exercisable in accordance with the terms and conditions Section 2(a) of the applicable plans of the Companythis Agreement, and Employee may exercise the Option, to the extent not previously exercised, at any time up to and including the date five (D5) reimbursement for any unreimbursed business expenses incurred by years after the Executive prior to his date of termination pursuant of Employee’s employment by reason of such retirement, or the end of the option term, whichever is less, after which date the Option will automatically and without notice terminate and become null and void; and (d) if Employee’s employment with the Company terminates by reason of dismissal by the Company For Cause, as such term is defined below, then the Option, to Section 6(ethe extent not previously exercised, will immediately, automatically and without notice or further action by the Committee, terminate and become null and void; and (e) if Employee’s employment with the Company terminates by reason of resignation by the Employee and at a time when Employee was entitled to exercise the Option, Employee may exercise the Option, to the extent not previously exercised, with respect to any or all such number of Shares as to which the Option was exercisable as of the date of Employee’s termination of employment, at any time up to and including the date ninety (90) days after the date of termination by reason of such resignation, after which date the Option will automatically and without notice terminate and become null and void; and (A)-(Df) collectivelyif Employee’s employment with the Company terminates by reason of dismissal by the Company other than For Cause, as such term is defined below, then Employee may exercise the Option, to the extent not previously exercised, with respect to any or all such number of Shares as to which the Option was exercisable as of the date of Employee’s termination of employment, at any time up to and including the date one (1) year after the date of such termination of employment, after which date the Option will automatically and without notice terminate and become null and void; and (g) if Employee’s employment with the Company is involuntarily terminated by the Company (or a successor thereto) by reason of and upon (or within 12 months following) the occurrence of a Change in Control, the “ Accrued Amounts ”Option shall become fully vested and immediately exercisable in full on the date of the Change of Control, and such Option shall remain exercisable from such date for the lesser of: (i) five (5) years from the date of such Change in Control; (ii) the remaining period of time for exercise of the Option hereunder (irrespective of any mandatory exercise period specified herein that would otherwise be triggered by the termination of employment of such Employee); or (iii) such period of time (which period of time may end as early as the consummation of a “Corporate Change,” as such term is defined in the Plan) as the Committee may determine in connection with or in contemplation of a Corporate Change in the exercise of its discretion under the Plan, with respect to which the Committee has the discretion to, among other things, require the surrender of stock options (which surrender may be in exchange for a cash payment, if applicable) and to cancel such stock options upon the consummation of a Corporate Change as further described in the Plan.

Termination of Employment. The employment of the Executive hereunder and the Employment Term may be terminated at any time (ia) by the Company with Cause on written notice to the Executive, (ii) by the Company without Cause on thirty (30) days written notice to the Executive ( provided that during such notice period the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated with Sirius XM terminates for any reason under this reason, then the PRSUs shall immediately terminate without consideration; provided that if the Executive’s employment with Sirius XM terminates due to death or “Disability” (as defined in the Employment Agreement), by Sirius XM without “Cause” (as defined in the Employment Agreement), or by the Executive for “Good Reason” (as defined in the Employment Agreement) (any such applicable date of termination, the “PRSU Termination Date”), then the PRSUs shall be treated in the following manner: (i) if the PRSU Termination Date occurs prior to the end of the Performance Period, then the PRSUs, to the extent not previously settled, cancelled or forfeited, shall, subject to Section 65(b), immediately become vested and the Company shall issue, or cause there to be obligated to pay or provide transferred, to the Executive (or his estate, as applicableto the Executive’s estate in the case of death) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable the amount of Shares equal to the number of PRSUs granted to the Executive pursuant to under this Agreement, accrued up notwithstanding Section 4(b), and as adjusted pursuant to Section 2 above, if applicable; and (ii) if the PRSU Termination Date occurs after the Performance Period, all Eligible PRSUs, to the extent not previously settled, cancelled or forfeited, shall, subject to Section 5(b), immediately (or, if later, on the Certification Date) become vested and including the date on which Company shall issue, or cause there to be transferred, to the Executive (or to the Executive’s estate in the case of death) the amount of Shares equal to the number of Eligible PRSUs earned pursuant to Section 4(b), as adjusted pursuant to Section 2 above, if applicable. (b) In the event the Executive’s employment terminateswith Sirius XM terminates due to death or Disability, (B) any earned but unpaid annual bonus, (C) any employee benefits to which by Sirius XM without Cause or by the Executive is entitled upon termination for Good Reason, the condition in Section 4(c) that the Executive be an employee of Sirius XM shall be waived; provided that the Executive (or his employment with estate in the Company case of death) executes a release in accordance with the terms and conditions Section 6(h) of the applicable plans of the Company, and (D) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”)Employment Agreement.

Termination of Employment. The employment of the Executive hereunder and the Company may terminate Executive’s Employment Term may be terminated at any time and for any reason (i) or no reason), and with or without Cause, by the giving Executive 30 days’ advance notice in writing. The Company with Cause on written notice to may terminate the Executive, (ii) by the Company without ’s employment for Cause on thirty (30) days only upon written notice to the Executive ( setting forth in reasonable detail the nature of the circumstances giving rise to Cause (the “Cause Notice”). Executive may terminate his Employment by giving the Company 30 days’ advance notice in writing. The Company shall have the right at any time during such 30-day period, to relieve Executive of his offices, duties and responsibilities and place him on a paid leave-of-absence status, provided that during such notice period period, Executive shall remain a full- time employee of the Company and shall continue to receive his then current salary compensation and other benefits as provided in this Agreement. Executive’s Employment shall terminate automatically in the event of his death. The termination of Executive’s Employment shall not be required to provide work for limit or otherwise affect his obligations under Section 7. The Company may not amend the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due Cause Notice at any time prior to the Executive’s Disability (as hereinafter definedtermination to add any additional allegations of “Cause”. In addition, If a court of competent jurisdiction later determines that the reason(s) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived set forth by the Company in its discretionthe Cause Notice are improper or otherwise do not meet the definition of Cause set forth in this Section (the “Improper Cause Determination”), in the damages to which case, such termination Executive will be entitled shall be effective immediately upon equal to at least the Company’s receipt greater of notice thereof (i) the damages flowing from the Executive)Improper Cause Determination, (vi) without action by the Companyincluding, the Executive or any other person or entitybut not limited to, immediately upon the Executive’s deathattorneys’ fees, costs, expenses, and prejudgment interest, or (viiii) due the amounts that would have been paid to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is Executive had Executive been terminated for any reason under this Section 6, by the Company shall be obligated to pay or provide to the Executive (or his estatewithout Cause, as applicable) in a lump sum within thirty (30) days following such terminationplus attorneys’ fees, or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive pursuant to this Agreementcosts, accrued up to and including the date on which the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his employment with the Company in accordance with the terms and conditions of the applicable plans of the Companyexpenses, and (D) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of termination pursuant to Section 6(e) prejudgment interest ((A)-(Di) collectively, and (ii) the “ Accrued Amounts “Minimum Damages Amount”).

Termination of Employment. a) The employment of the Executive hereunder and the Employment Term may be terminated at any time prior to the scheduled expiration of the initial Term of Appointment: (i) by the Company with Cause on written notice to the Executiveor without "cause" (as defined below), (ii) by the Executive with or without "good reason" (as defined below) or (iii) due to the death or total and permanent disability of the Executive in accordance with the applicable long-term policies of the Company in which the Executive participates. b) In the event that the Executive wishes to resign from the Company without Cause on thirty "good reason" prior to the scheduled expiration of the initial Term of Appointment, the Executive shall provide the Company with three (303) days months' advance written notice and, in such case, the Company may terminate the Executives employment prior to the end of such three (3) month period provided that the Company makes the payments to the Executive ( provided that during such notice period described in paragraph (e) below. A termination of the Employment by the Company as provided in the preceding sentence shall not be required to provide work for deemed a termination without "cause" or give the Executive and may require grounds to terminate his employment for "good reason" for purposes of paragraph (c) below. c) In the event that the Executive not report Employment is terminated pursuant to the Company’s offices), paragraph (iiia) above (i) by the Company due to the Executive’s Disability without "cause" or (as hereinafter defined) on written notice to the Executive, (ivii) by the Executive with Good Reason on written notice "good reason", the Executive shall be entitled to receive, in addition to accrued salary and benefits (including a pro-rata calculation of earned vacation days) payable to the CompanyExecutive through the Termination Date, the following payments, each of which shall be paid in a lump sum within 14 business days from the Termination Date: (i) an amount equal to the Executive's bonus entitlement (as determined in paragraph 4(a)), based upon the target level set by the Company for the year in which the Executive's termination occurs and pro-rated for the period from January 1 of the year in which the termination occurs to the Termination Date, (vii) an amount equal to the product of 24 times the Executive's monthly base salary (as determined in paragraph 4(a)), and (iii) an amount equal to the product of 2 times the Executive's bonus entitlement (as determined in paragraph 4(a)), based upon the target level set by the Company for the year in which the Executive's termination occurs. In addition, in the event of a termination of Employment described in this paragraph 5(c), the Executive shall receive continuation of his monthly housing allowance (as that amount is determined in paragraph 4(g) above) for 24 months; provided, however that such continued payment of the Executive's monthly housing allowance shall cease if the Executive obtains full-time employment or leaves Bermuda. The Company's obligation to make the payments in this paragraph 5(c) shall be conditioned on the Executive's execution of a General Release Agreement in accordance with the Company's customary practice. d) In the event of the termination of the Employment for one of the reasons described in paragraph (c) above, all outstanding grants of restricted stock, stock options and stock appreciation rights previously granted to the Executive by the Company will automatically become fully vested as of the date of such termination, notwithstanding anything to the contrary contained in the terms or provisions of the Company's Incentive Compensation Plan. c) In the event that the Employment is terminated pursuant to paragraph (a) above: (i) by the Company for "cause", (ii) by the Executive without Good Reason on thirty "good reason" or (30iii) days written notice due to the Company death or disability of the Executive; the Executive shall be entitled to receive only his accrued salary and benefits (which notice period may be waived including a pro-rata calculation of earned vacation days) payable through the Termination Date or otherwise payable under plans maintained by the Company in its discretionaccordance with their terms and nothing else. In addition, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, event that the Executive or any other person or entity, immediately upon terminates his Employment with the Executive’s death, or (viiCompany without "good reason" in accordance with paragraph 5(b) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 6Agreement, the Company shall be obligated required (even if the Company subsequently elects to pay or provide terminate the Employment of the Executive prior to the effective date of his termination in accordance with paragraph 5(b) of this Agreement) to continue to provide the Executive with his salary and benefits until the earlier of the effective date of his termination and the end of the Term of Appointment. f) In the event the Company does not extend this Agreement in accordance with paragraph 2(b), and the Executive's employment has not terminated for any other reason then, notwithstanding any other provision of this paragraph 5, the Executive shall be entitled to receive, in addition to accrued salary and benefits (or his estate, as applicableincluding a pro-rata calculation of earned vacation days) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive pursuant to this Agreementthrough the Termination Date, accrued up to and including a lump sum payment, payable within 14 business days from the date on Termination Date, equal to: (i) the Executive's monthly base salary (as determined in paragraph 4(a)) x 12, plus, (ii) the Executive's target bonus (as determined in paragraph 4(a)) set by the Company for the year in which the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits 's termination occurs. The Executive shall also be entitled to which the Executive is entitled upon termination of his employment with the Company in accordance with the terms and conditions receive a payment of the applicable plans of the Company, and (D) reimbursement for any unreimbursed business expenses incurred bonus earned by the Executive prior for the year in which the Executive's termination occurs (as determined in paragraph 4(a)) based on performance during such year. Such bonus payment shall be paid within 60 days of the end of such year and shall be pro-rated for the period from January 1 of the year in which the termination occurs to his date the Termination Date. In addition, in the event of a termination pursuant to Section 6(e) ((A)-(D) collectivelyof Employment described in this paragraph 5(f), the “ Accrued Amounts ”)Executive shall receive continuation of his monthly housing allowance (as that amount is determined in paragraph 4(g) above) for 12 months; provided, however that such continued payment of the Executive's monthly housing allowance shall cease if the Executive obtains full-time employment or leaves Bermuda. g) For purposes of this Agreement:

Termination of Employment. The (a) In the event (i) the Company terminates Employee's employment with the Company for Cause, (ii) Employee voluntarily terminates his employment with the Company other than for Good Reason, or (iii) Employee's employment terminates as a result of either Employee's death or Disability, the Executive hereunder Company shall pay Employee (or his estate in the case of death) any unpaid salary, any unpaid Commissions, any vacation accrued but unused, and reimbursement for any unreimbursed expenses, all through and including the Employment Term may be date of termination (the “Accrued Amount”). (b) In the event the Employee's employment is terminated at for any time reason other than (i) by the Company with Cause on written notice to the Executivefor Cause, (ii) by the Company without Cause on thirty (30) days written notice to the Executive ( provided that during such notice period the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive Employee voluntarily without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 6Reason, the Company shall be obligated pay to pay or provide to the Executive (or his estate, as applicable) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: Employee (A) any base salary payable to the Executive pursuant to this AgreementAccrued Amount, accrued up to and including the date on which the Executive’s employment terminates, plus (B) any earned but unpaid annual bonushis Annual Base Salary, pro-rated, for the lesser of (Ci) any employee benefits the balance of the Employment Period, or (ii) twelve (12) months following such date of termination (the “Severance Period”), with such pro-rated payments of Annual Base Salary to which the Executive is entitled upon termination of his employment with the Company be made in accordance with the terms and conditions Company’s payroll practices. (c) Any termination of the applicable plans of the Company, and (D) reimbursement for any unreimbursed business expenses incurred Employee's employment by the Executive prior Company or any such termination by Employee (other than on account of death) shall be communicated by written Notice of Termination to his date the other Party. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination pursuant provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to Section 6(e) ((A)-(D) collectively, provide a basis for termination of Employee's employment under the “ Accrued Amounts ”)provision so indicated.

Termination of Employment. (a) The Company may terminate Executive's employment of the Executive hereunder and the Employment Term may be terminated at any time without Cause (ias defined in Section 1(c)) by from the Company with Cause on position of President and Chief Operating Officer or Chief Financial Officer upon written notice to Executive; provided, however, that, in the Executive, (ii) by the Company without Cause on thirty (30) days written notice to the Executive ( provided event that during such notice period the Company is given, Executive shall not be required under no obligation to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice render any additional services to the Company and shall be allowed to seek other employment. In addition, Executive may initiate termination of employment by resigning for Good Reason (which notice period may be waived by as defined in Section 1(g)), and the Company may terminate Executive's employment for Cause (in its discretionaccordance with the provisions of Section 1(c)). (b) Upon any termination of Executive's employment described in Section 2(a) above, in which case, such termination Executive shall be effective immediately upon entitled to receive only the amount due to Executive under the Company’s receipt of notice thereof from the Executive)'s then current severance pay plan for employees, (vi) without action by the Company, the Executive if any. No other payments or any other person or entity, immediately upon the Executive’s death, or (vii) benefits shall be due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 6Agreement to Executive, the Company but Executive shall be obligated entitled to pay any benefits accrued or provide to the Executive (or his estate, as applicable) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to and including the date on which the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his employment with the Company in accordance with the terms of any applicable benefit plans and conditions of the applicable plans programs of the Company. (c) Notwithstanding the provisions of Section 2(b), in the event that Executive executes and does not revoke a written release upon such removal or resignation, substantially in the form attached hereto as Exhibit A (the "Release"), of any and all claims against the Company and all related parties with respect to all matters arising out of Executive's employment by the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which Executive has accrued a benefit), Executive shall be entitled to receive, in lieu of the payment described in Section 2(b), the following in connection with Executive's Termination of Employment: (i) Executive shall receive a lump sum cash payment equal to 1.5 times (x) Executive's Annual Base Salary in effect immediately before Executive's Termination of Employment (disregarding for this purpose any reduction in Executive's Annual Base Salary resulting in Good Reason for such Termination of Employment) and (Dy) reimbursement the target bonus applicable to Executive as of the date on which Executive's Termination of Employment occurs. Payment shall be made within 30 days after the effective date of the termination (or the end of the revocation period for any unreimbursed business expenses incurred the Release, if later). (ii) For a period of 18 months following the date of termination, Executive shall continue to receive the medical coverage in effect at the date of his termination (or comparable coverage) for himself and, where applicable, his spouse and dependents or, as an alternative, the Company may elect to pay Executive cash in lieu of such coverage in an amount equal to Executive's after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). The COBRA health care continuation coverage period under Section 4980B of the Internal Revenue Code of 1986, as amended, shall run concurrently with the foregoing 18 month benefit period. (iii) A pro rated bonus for the year in which Executive's Termination of Employment occurs, when declared by the Board based upon business goal achievement; provided: (i) if such termination occurs during calendar year 2001, such bonus shall be the sum of (1) one-half of a target bonus, plus (2) the greater of (w) one-half of a target bonus or (x) a pro rated bonus; and (ii) if such termination occurs during calendar 2002, such bonus shall be equal to the greater of (y) one-half of a target bonus or (z) a pro rated bonus. A pro rated bonus shall be based on the Executive's annual bonus for the year in which Executive's termination occurs, multiplied by a fraction, the numerator of which is the number of days during which Executive prior to was employed by the Company in the year of his termination and the denominator of which is 365. Payment shall be made within 30 days after the date of declaration by the Board (or the end of the revocation period for the Release, if later); provided, if such termination pursuant occurs during calendar 2001, such part of the bonus as equals one-half of a target bonus shall be paid to Section 6(e) Executive within 30 days after the effective date of the termination ((A)-(D) collectivelyor the end of the revocation period for the Release, the “ Accrued Amounts ”if later). (iv) For vesting of Executive's options and restricted stock, Executive shall receive (I) an additional twelve (12)

Termination of Employment. The (a) Subject to clause 39 Serious Misconduct, an Engineer’s employment of the Executive hereunder and the Employment Term may be terminated by either the Company or an engineer, by the giving of four (4) weeks’ notice to the other party, in writing. The Company can, at any time its discretion, make a payment to an Engineer in lieu of part, or all of the notice required under this clause. (ib) If an Engineer is aged over 45 years of age and has been engaged by the Company with Cause for 2 or more years on written a continuous basis, the amount of notice or payment in lieu set out in clause (a) will be increased by 1 week. (c) The Engineer will receive payment of annual leave and long service leave at the amount they would have if they had taken it during their period of employment. (d) If an Engineer leaves during the notice period, the Engineer forfeits an amount equal to their salary for the period not worked. (e) At an Engineers request, the Company may at its discretion waive some or all of the notice period required to be provided by an Engineer under clause (a). Without limiting the matters which the Company can take into account when exercising this discretion, the Company will have regard to the ExecutiveEngineer’s conduct concerning his or her departure, (ii) including the extent to which the Engineer has foreshadowed their departure to the Company. On termination of the employment by either party, the Engineer must return all property of the Company which is in their possession. In instances where outstanding property is not returned, the financial value of that property will be assessed by the Company without Cause on thirty (30) days written notice and will, subject to applicable law, be deducted from the final payment of monies made to the Executive ( provided Engineer. It is understood that during such notice period the Company shall not termination of employment may be required to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) effected by the Company due for various reasons which are not limited. Termination of employment may be effected where the Company is directed by a Client to remove the Engineer from a service provided to the ExecutiveClient. If an Engineer’s Disability (as hereinafter defined) on written notice employment is terminated under these conditions, the Engineer will be entitled to the Executiveseverance provisions contained in clause 39 of this Agreement, (iv) by unless the Executive with Good Reason on written notice to the Companyreason for removal was for conduct that, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without following an appropriate investigation would otherwise warrant disciplinary action by the Company, then only the Executive notice of termination period will apply. (f) In the event the Engineer becomes unable to hold an Australia-wide ASIC or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 6required security approval, the Company shall employment will be obligated to pay or provide to considered terminated at the Executive (or his estateEngineer’s initiative, as applicable) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable to and the Executive pursuant to this Agreement, accrued up to and including employment will end on the date on which day the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his employment with Engineer informs the Company in accordance with that he or she is unable to hold the terms and conditions of the applicable plans of the Company, and (D) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”)relevant licence or approval.

Termination of Employment. The Executive’s employment pursuant to this Agreement shall terminate on the earliest to occur of the following: 4.1.1 upon the death of Executive; 4.1.2 upon the delivery to Executive hereunder and the Employment Term may be terminated at any time (i) of written notice of termination by the Company with Cause on if Executive shall suffer a physical or mental disability which renders Executive, in the reasonable judgment of the Committee or the Board, unable to perform his duties and obligations under this Agreement for either 90 consecutive days or 180 days in any 12-month period; 4.1.3 upon delivery to the Company of a written notice of termination by Executive for any reason other than for Good Reason (for which Executive shall provide sixty (60) days of notice); except, if Executive delivers a notice of termination pursuant to Section 2.1, upon the Executiveexpiration of the Initial Term or the applicable Automatic Renewal Term during which such notice is provided, (ii) which shall instead be subject to Section 4.1.7; 4.1.4 upon delivery to Executive of written notice of termination by the Company without Cause on for Cause; 4.1.5 upon delivery of written notice of termination from Executive to the Company for Good Reason, provided, however, prior to any such termination by Executive pursuant to this Section 4.1.5, Executive shall have advised the Company in writing within ninety (90) days after the initial occurrence of any circumstances that would constitute Good Reason, the Company shall have thirty (30) days following receipt of Executive’s written notice (the “Cure Period”) to the Executive ( cure such initial occurrence of any circumstances that would constitute Good Reason, and further provided that during such notice period the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iv) of termination is provided by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 6, the Company shall be obligated to pay or provide to the Executive (or his estate, as applicable) in a lump sum within thirty (30) days following after the end of such terminationCure Period, or at provided that such other time prescribed initial occurrence of the circumstances constituting Good Reason has not been cured during such Cure Period; or 4.1.6 upon delivery to Executive of a written notice of termination by any applicable plan: (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to and including the date on which the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his employment with the Company in accordance with the terms and conditions of the applicable plans of the Company, and (D) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date without Cause; except if Company delivers a notice of termination pursuant to Section 6(e2.1, upon the expiration of the Initial Term or the applicable Automatic Renewal Term during which such notice is provided, which shall instead be subject to Section 4.1.8; 4.1.7 if the Executive delivers a notice of termination pursuant to Section 2.1, upon the expiration of the Initial Term or the applicable Automatic Renewal Term during which such notice is provided; or 4.1.8 if the Company delivers a notice of termination pursuant to Section 2.1, upon the expiration of the Initial Term or the applicable Automatic Renewal Term during which such notice is provided. The Company’s notice of termination under this section must contain a statement notifying the Executive that either: (a) the Company shall apply Section 6.1 of this Agreement and abrogates its right to enforce certain sections of ARTICLE VI as provided therein; or ((A)-(Db) collectivelythe Company shall not apply Section 6.1 of this Agreement and intends that all of ARTICLE VI remains in full force and effect as provided therein. December 12, the “ Accrued Amounts ”).2022 Executive Employment Agreement

Termination of Employment. The employment In the event of the Executive hereunder and the Executive’s Termination of Employment Term may be terminated at any time (i) by with the Company with Cause on written notice to the Executive, (ii) by the Company without Cause on thirty (30) days written notice to the Executive ( provided that during such notice period the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 6reason, the Company shall Executive will be obligated entitled to pay or provide to the Executive any (or his estate, as applicablea) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive pursuant to this Agreement, unpaid Base Salary accrued up to and including the date on which of such Termination of Employment (the “Termination Date”) paid in accordance with the schedule specified in Section 3(a) above, (b) any incentive compensation that is earned as of Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his employment with the Company Termination Date in accordance with the terms and conditions of the applicable plans incentive plan or arrangement but has not yet been paid, which amount, if any, will be paid in accordance with the terms and conditions of the Companyapplicable incentive arrangement, (c) pay for accrued but unused vacation that the Company is legally obligated to pay Executive, which amount will be paid in the first regular payroll cycle occurring after the Termination Date, except as provided in Section 7(b) below, (d) benefits or compensation as provided under the terms of any employee benefit and compensation agreements or plans applicable to Executive, (e) unreimbursed business expenses required to be reimbursed to Executive, which amount, if any, will be paid in accordance with Section 5 above, and (Df) reimbursement rights to indemnification Executive may have under the Company’s Articles of Incorporation, Bylaws, this Agreement, or a separate indemnification agreement, as applicable. In addition, if during the Employment Term, the Termination of Employment is initiated by the Company without Cause or by Executive for any unreimbursed business expenses incurred Good Reason, and the Termination of Employment is In Connection with a Change in Control, Executive will be entitled to the amounts and benefits specified in Section 7(a) below. If, however, during the Employment Term, the Termination of Employment is initiated by the Company with Cause or by Executive not for Good Reason, or the Termination of Employment is not In Connection with a Change in Control, Executive will be entitled only to those amounts and benefits, if any, specified in this Section 6, in Section 7(d) below, and such additional amounts, if any, provided under the Company’s Section 16 Severance Plan; provided, however, that the definition of “Good Reason” under this Agreement shall supersede and replace that definition under the Section 16 Severance Plan. For purposes of clarity, a Termination of Employment initiated by the Company without Cause or by the Executive prior for Good Reason in connection with a sale of assets constituting a Change in Control in which the Successor does not assume the Company’s obligations under this Agreement, will constitute a Termination of Employment In Connection with a Change in Control for which Executive will be entitled to his date of termination pursuant to the amounts and benefits specified in Section 6(e7(a) ((A)-(D) collectively, the “ Accrued Amounts ”)below.

Termination of Employment. (a) The Employment Period and Executive’s employment of the Executive hereunder and the Employment Term may under this Agreement shall be terminated at any time in accordance with this Section 4: (i) by the Company with Cause on written notice to the immediately upon Executive, ’s death or Disability (as defined below); (ii) by the Company without at any time for Cause on or, upon at least thirty (30) days days’ prior written notice to the Executive ( provided that during such notice period the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices)notice, without Cause; (iii) voluntarily by the Company due to the Executive’s Disability Executive without Good Reason upon at least ninety (as hereinafter defined90) on days’ prior written notice to the Executive(provided that, (iv) by the at any time after Executive with Good Reason on has provided such written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice Company may, in its sole discretion, elect to terminate Executive’s employment hereunder at any time prior to the Company (which notice period may be waived by the Company in its discretionend of such 90-day period, in which case, and notwithstanding anything to the contrary in this Agreement or otherwise, Executive shall thereupon only be entitled to receive the Accrued Obligations (as defined below) and such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executiveemployment will not constitute a termination of employment without Cause or otherwise entitle Executive to any Severance Benefits (as defined below), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, ); or (viiiv) due to the expiration by Executive for Good Reason. The effective date of the Employment Term pursuant to Section 3. If the termination of Executive’s employment hereunder is terminated referred to herein as the “Termination Date”. (b) In the event of a termination of Executive’s employment for any reason under this Section 6reason, the Company shall be obligated to pay or provide to the Executive (or his estateExecutive’s beneficiaries, as applicablethe case may be) in a lump sum within thirty shall be entitled to receive (30i) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to and including the date on which the Executive’s employment terminatesaccrued but unpaid Base Salary through the Termination Date, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his employment with the Company in accordance with the terms and conditions of the applicable plans of the Company, and (Dii) reimbursement for any unreimbursed business expenses incurred by that are reimbursable in accordance with Section 3(f), subject to the Executive prior Company’s requirements with respect to his date reporting and documentation of termination such expenses and (iii) any other vested amount or benefit, if any, that is expressly provided for pursuant to Section 6(ethe terms of any employee benefit plan or program in which Executive participates (the amounts described in clauses (i) through ((A)-(D) iii), collectively, the “ “Accrued Amounts Obligations”). (c) In addition to the Accrued Obligations, subject to the terms of Section 4(d), in the event of Executive’s (i) termination of employment by the Company without Cause (other than due to death or Disability) or (ii) resignation by Executive for Good Reason, Executive shall be entitled to receive (A) continued payment of Executive’s then-current Base Salary for a period of six (6) months following the Termination Date, payable in accordance with the Company’s customary payroll practices; (B) an amount equal to 50% of the Executive’s Target Bonus, payable in equal monthly installments over the six (6) month period following the Termination Date in accordance with the Company’s customary payroll practices; and (C) monthly reimbursement of the COBRA premiums for continued group health and dental plan coverage in which Executive was enrolled as of immediately prior to the Termination Date, less active employee rates (which will be payable by Executive), for a period of six (6) months following the Termination Date (or, if earlier, until the date Executive becomes eligible to be covered under a subsequent employer’s group health insurance plan (the amounts described in clauses (A) through (C), collectively, the “Severance Benefits”). Executive agrees to provide the Company with written notice of Executive’s eligibility to be covered under a subsequent employer’s group health insurance plan no later than five (5) business days after Executive becomes eligible for such coverage. (d) Notwithstanding anything to the contrary herein, the Severance Benefits shall be provided to Executive only if (A) Executive has executed and delivered to the Company a waiver and general release of claims, in a form to be provided promptly by the Company following the Termination Date (the “Release”), which such Release must be executed, delivered and be irrevocable within sixty (60) days after the Termination Date, (B) Executive has not revoked or breached the provisions of such Release and (C) Executive has not violated the terms of the NDIA (as defined below). Notwithstanding anything to the contrary herein, any payment of the Severance Benefits under Section 4(c)(A) or 4(c)(B) that is scheduled to occur during the first sixty (60) days following the Termination Date shall not be paid until the first regularly scheduled payroll date following such period and shall include payment of any amount that was otherwise scheduled to be paid prior thereto. If the period during which Executive may execute or revoke the Release spans two taxable years of Executive, the Severance Benefits shall in all events be paid to Executive in the second such taxable year, and any Severance Benefits that otherwise would have been payable during the first taxable year shall be paid in a lump sum in the first calendar month of the second taxable year. (e) Executive acknowledges and agrees that the Company has no obligation to pay Executive any severance, except as expressly provided herein or as may otherwise be approved by the Company, and only to the extent Executive complies with the express contractual conditions hereof. (f) For purposes of this Agreement, the following terms shall have the following meanings:

Termination of Employment. The Either Executive or Franklin may terminate Executive's employment of the Executive hereunder and the Employment Term may be terminated at any time upon giving the other at least ninety (i90) by the Company with Cause on days advance written notice to the Executiveof such termination, (ii) by the Company without Cause on thirty (30) days written notice to the Executive ( provided that during Franklin may specify an earlier date of termination (not earlier than the date of such notice period the Company shall not be required to provide work notice) if termination is for the Executive and may require that the Executive not report to the Company’s officesGood Cause (as defined below), and Executive may specify an earlier date of termination (iiinot earlier than the date of such notice) by the Company if termination is for Good Reason (as defined below), and provided further that if termination is due to the Executive’s Disability (as hereinafter defined) on written notice to the death of Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon such death and without any requirement for written notice. In the Company’s receipt event of notice thereof from any termination hereunder Executive shall be entitled to receive compensation and benefits only as hereinafter set forth or as provided in paragraph 2: (a) If Executive's employment is terminated by Executive without Good Reason or by Franklin with Good Cause (i) Executive's compensation under (a) and (b) of Paragraph 3 shall be limited to a pro-rata portion of Executive's Salary (and not any bonus) for the Executiveyear of termination, and (ii) Executive shall continue to be provided with the benefits under (c), (vid), (e) and (f) of Paragraph 3, (subject however to all terms, if any, of the Benefit Plans that may be applicable to termination of employment) until the effective date of the termination; (b) If at any time other than as specified in subparagraph (c) of this paragraph 6, Franklin shall terminate Executive's employment without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s deathGood Cause, or Executive shall voluntarily terminate such employment with Good Reason, (viii) due Executive's compensation under (a) and (b) of Paragraph 3 for the portion of the year of termination prior to the expiration effective date of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 6, the Company termination shall be obligated a pro-rata portion of Executive's Salary for such year, together with a bonus equal to pay not less than a pro-rata portion of his bonus paid or provide payable for the year prior to the year of termination, (ii) Executive (or his estateshall receive as compensation for the severance period described below an additional amount, as applicable) payable in a lump sum within thirty (30) days following after the effective date of his termination of employment, computed by annualizing the compensation which he is to receive pursuant to clause (i) above, (iii) Executive shall continue to be provided with the benefits under (c) and (d) of Paragraph 3 for such severance period, and (iv) any stock options granted to Executive by Franklin shall be accelerated and become immediately exercisable in full on the effective date of termination, or at subject to any limitations on the order of exercise which may be applicable to incentive stock options (as defined in Section 422 of the Internal Revenue Code of 1986, as amended), if any, that may hereafter be granted, and shall remain exercisable for such other time prescribed by any applicable plan: period after the effective date of termination as is provided under the terms of the options and the plans pursuant to which they were issued. The severance period for this subparagraph (b) of paragraph 6 shall be the period beginning on the date of termination and ending on the earlier of (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to and including the date on which Executive would attain his Normal Retirement Age, or (B) eighteen (18) months. (c) If within two (2) years after a Change in Control, (i) Franklin shall terminate Executive's employment with Franklin without Good Cause, (ii) Executive shall voluntarily terminate such employment with Good Reason, or (iii) Executive shall voluntarily terminate such employment for any reason whatsoever during the period beginning on the first anniversary of the Change in Control and ending thirty (30) days thereafter, Franklin shall, within thirty (30) days after any such termination, pay to Executive (A) a lump sum cash amount as compensation under (a) and (b) of Paragraph 3 for the portion of the year of termination prior to the effective date of termination equal to a pro-rata portion of Executive’s employment terminates's Salary for such year, together with a bonus equal to not less than a pro-rata portion of his bonus paid or payable for the year prior to the year of termination, (B) any earned but unpaid annual bonusa lump sum cash amount, as compensation for the severance period described below, computed by annualizing the compensation which he is to receive pursuant to clause (A) above, and (C) in settlement of any employee stock options then outstanding (whether or not then exercisable), a lump sum cash payment equal to the difference between the aggregate fair market value of the shares subject to such options as of the date of such 4 termination and the aggregate exercise price thereof. In addition, Executive shall, following his termination of employment under this subparagraph (c) of paragraph 6, for the severance period described below continue to be provided with the benefits under (c) and (d) of Paragraph 3. The severance period for this subparagraph (c) of paragraph 6 shall be the period beginning on the date of termination and ending on the earlier of (A) the date on which Executive would attain his Normal Retirement Age, or (B) thirty-six (36) months. (d) Franklin agrees that with respect to which the any compensation or benefits payable hereunder to Executive is entitled upon with respect to termination of his employment with Franklin for any reason whatsoever, Executive shall not be required to mitigate his damages by seeking other employment or otherwise, and Franklin's obligations hereunder shall not be reduced in any way by reason of any compensation received by Executive from sources other than Franklin after the Company in accordance termination of Executive's employment with Franklin for any reason whatsoever. (e) In the terms and conditions event that Executive is subject to an excise tax under Section 4999 of the applicable plans Internal Revenue Code of 1986 with respect to any cash, benefits or other property received, or any acceleration of vesting of any benefit or award, in the Companyevent of a Change of Control, Franklin shall pay Executive an amount (a "Gross-Up Payment") such that after payment by Employee of (i) all taxes imposed upon the Gross-Up Payment, and (Dii) reimbursement for any unreimbursed business expenses incurred by interest, penalties and additions which are imposed on Executive with respect to such taxes, the Executive prior retains an amount of the Gross-Up Payment equal to his date the sum of termination pursuant (i) the Excise Tax imposed and (ii) the product of any deductions disallowed because of the inclusion of the Gross-Up Payment in the Employee's adjusted gross income and the highest applicable marginal rate of federal income taxation for the calendar year in which the Gross-Up Payment is to Section 6(e) ((A)-(D) collectivelybe made. For purposes of determining the amount of the Gross-Up Payment, the “ Accrued Amounts ”)Employee shall be deemed to (i) pay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Gross-Up Payment is to be made, and (ii) pay applicable state and local income taxes at the highest marginal rate of taxation for the calendar year in which the Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. (f) For purposes of this paragraph 6:

Termination of Employment. The (a) Upon the termination or cessation of Grantee’s employment or service with the Company and its Subsidiaries, for any reason whatsoever, any portion of the Executive hereunder Restricted Stock which is not yet then vested, and which does not then become vested pursuant to this Section 3, shall automatically and without notice terminate, be forfeited and become null and void. (b) Notwithstanding the Employment Term may be terminated at any time (i) by foregoing, in the event that the Grantee’s employment with the Company with Cause on written notice to the Executive, (ii) and its Subsidiaries is terminated by the Company without Cause on thirty (30) days written notice to the Executive ( provided that during such notice period the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) or by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the ExecutiveGrantee for Good Reason, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration portion of the Employment Term pursuant to Section 3. If the Executive’s employment Restricted Stock that is terminated for any reason under this Section 6, the Company shall be obligated to pay or provide to the Executive (or his estate, unvested as applicable) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to and including of the date on which of the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his Grantee’s employment with the Company and its Subsidiaries (the “Date of Termination”) shall become immediately vested as of the Date of Termination. (c) Notwithstanding any other term or provision of this Agreement, in accordance the event of a Change in Control of the Company any unvested Restricted Stockthat is then outstanding shall become immediately vested. (d) Notwithstanding any other term or provision of this Agreement,in the event that the Grantee’s employment or service with the Company and its Subsidiaries is terminated on account of the Grantee’s death or Disability, any unvested portion of the Restricted Stock shall become immediately vested as of the Date of Termination. (e) For purposes of this Agreement, the terms “Cause”, “Good Reason,” and “Disability” shall have the meanings set forth in the employment agreement between the Grantee and the Company dated January 25, 2008 (the “Employment Agreement”) and the determination of whether a termination of employment or service is for Cause, for Good Reason or on account of Disability shall be determined under the Employment Agreement. (f) Notwithstanding any other term or provision of this Agreement but subject to the provisions of the Plan, the Committee shall be authorized, in its sole discretion, based upon its review and evaluation of the performance of the Grantee and of the Company and its Subsidiaries, to accelerate the vesting of all or any portion of the Restricted Stock under this Agreement, at such times and upon such terms and conditions of as the applicable plans of the Company, and (D) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”)Committee shall deem advisable.

Termination of Employment. Employee’s employment with Company will end on the Separation Date. It is acknowledged and agreed that any services or assistance provided by Employee during the period of cooperation described in Section 15 of this Agreement shall be provided in the capacity of an independent contractor and not as an employee. Employee acknowledges and agrees that Company has met all of its obligations under all agreements with Employee governing his employment and/or compensation or benefits through the date of execution of this Agreement. Employee acknowledges and admits that he has been paid all wages, bonuses, accrued benefits and other amounts due to him through the date of execution of this Agreement. The employment parties agree that, except for the severance benefits specifically set forth in Section 2 of this Agreement, Company owes no additional amounts to Employee for wages, commissions, back pay, severance pay, bonuses, accrued vacation, benefits, insurance, sick leave, other leave, reimbursement of expenses, or any other reason. This Agreement is intended to and does settle and resolve all claims of whatever nature that Employee might have against Company for whatever reason as of the Executive hereunder date of execution of this Agreement. Employee and Company are parties to that certain Employment Agreement effective as of October 1, 2005 (the “Employment Term may be terminated at any time Agreement”). Employee acknowledges and agrees as follows: (i) he has resigned as an employee of the Company voluntarily; (ii) his resignation is not a termination for “Good Reason” as contemplated under Section 6(b) of the Employment Agreement; (iii) pursuant to Section 6(c) of the Employment Agreement, all payments of compensation by the Company with Cause to Employee will terminate on written notice the Separation Date; and (iv) Employee is not entitled to any severance, compensation or other benefit contemplated or described in the Employment Agreement or the Company’s policies. Employee presently holds outstanding options to purchase 440,000 shares of Company stock (the “Options”), which were issued under the Indus International, Inc. 1997 Stock Plan and the Indus International, Inc. 2004 Long-Term Incentive Plan (collectively, the “Incentive Plans”) and memorialized in various award agreements between Employee and the Company (the “Option Agreements”). Employee acknowledges and agrees that, pursuant to the Executiveterms of the Incentive Plans, the Option Agreements, and Employment Agreement, the 207,500 Options which presently are unvested will terminate as of the Separation Date and will be of no further force or effect, and the 232,500 Options which presently are vested will remain exercisable for three months following the Separation Date. In addition, Employee presently holds 25,000 shares of restricted stock (iithe “Restricted Stock”) by which were issued under the Indus International, Inc. 2004 Long-Term Incentive Plan and memorialized in various agreements between Employee and the Company without Cause on thirty (30) days written notice the “Restricted Stock Agreements”). Employee acknowledges and agrees that, pursuant to the Executive ( provided that during such notice period terms of the Company shall not be required 2004 Long-Term Incentive Plan and the Restricted Stock Agreements, Employee will forfeit all of his right, title, and interest in and to provide work for the Executive Restricted Stock as of the Separation Date, and may require that the Executive not report Restricted Stock will revert to the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 6, the Company shall be obligated to pay or provide to the Executive (or his estate, as applicable) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to and including the date on which the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his employment with the Company in accordance with the terms and conditions of the applicable plans of the Company, and (D) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”).

Termination of Employment. 5.1 The Executive’s employment of the Executive hereunder and the Employment Term under this Agreement may be terminated at any time terminated: (i) by either the Executive or the Company with Cause on at any time for any reason whatsoever or for no reason upon not less than thirty (30) days written notice, but Company may excuse Executive’s further service immediately and elect to pay Executive during the thirty (30) day notice to the Executive, period; (ii) by the Company at any time for “Cause” as defined below, without Cause on prior notice; (iii) by the Company upon the Executive’s “Disability” (as defined below) upon not less than thirty (30) days written notice to the Executive ( provided that during such notice period the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, notice; (iv) by the Executive with Good Reason on written notice to the Company, because of and no later than sixty (60) days after a Change in Control; (v) by the Executive without Good Reason on thirty because of and no later than sixty (3060) days written notice to the Company after a material change in Executive’s title or responsibilities that continues uncured for a period of twenty (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the 20) days after Company’s receipt of written notice thereof of objection to such material change from the Executive), ; and (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to . 5.2 For the expiration purpose of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 6, the Company shall be obligated to pay or provide to the Executive (or his estate, as applicable) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to and including “Cause” means any of the date on which following: (i) a material breach of any provision of this Agreement by Executive; (ii) a good faith finding by the Company of Executive’s employment terminatesfailure or refusal to perform his assigned duties for the Company; (iii) Executive’s commission of fraud, (B) embezzlement or theft, or a crime constituting moral turpitude, in any earned but unpaid annual bonuscase, (C) any employee benefits to which whether or not involving Company, that in the Executive is entitled upon termination of his employment with the Company in accordance with the terms and conditions of the applicable plans reasonable good faith judgment of the Company, renders Executive’s continued employment harmful to the Company; (iv) Executive’s misappropriation of Company assets or property, including, without limitation, obtaining reimbursement through fraudulent vouchers or expense reports; (v) a good faith finding by the Company of a breach of any material provision of the Company’s Code of Business Conduct and Ethics or other policies and procedures, provided that the breach is not cured within twenty (D20) reimbursement days after a written demand for any unreimbursed business expenses incurred cure is received by the Executive prior from the Board of Directors of the Company which specifically identifies the manner in which the Board of Directors believes the Executive has breached a material provision of the Company’s Code of Business Conduct and Ethics or other policies and procedures; or (vi) Executive’s conviction or the entry of a plea of guilty or no contest by Executive with respect to his date any felony or other crime that, in the reasonable good faith judgment of termination pursuant to Section 6(e) ((A)-(D) collectivelythe Company, adversely affects the “ Accrued Amounts ”)Company or its reputation or business.

Termination of Employment. The If the Employee’s employment with the Company and with its Affiliates shall be terminated within one (1) year immediately following a Change of Control that occurs within the Executive hereunder Term, and the Employment Term may Employee shall execute and abide by a separation agreement, including a general release of all claims, in a form acceptable to the Company (the “Release”), the Employee shall be entitled to the following compensation and benefits: (a) If the Employee’s employment with the Company and with its Affiliates shall be terminated at any time (i) by the Company with for Cause on written notice to the Executiveor Disability, (ii) by reason of the Company without Cause on thirty (30) days written notice to the Executive ( provided that during such notice period the Company shall not be required to provide work for the Executive and may require that the Executive not report to the CompanyEmployee’s offices)death, or (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iv) by the Executive with Employee other than for Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 6Reason, the Company shall be obligated to pay or provide to the Executive Employee the Employee’s Accrued Compensation. The Employee’s entitlement to any other compensation or benefits shall be determined in accordance with the Company’s employee benefit plans and other applicable programs and practices then in effect. (b) If the Employee’s employment with the Company and with its Affiliates shall be terminated by the Company for reasons other than those set forth in Sections 3(a)(i) and (ii) above, or his estate, as applicable) in by the Employee for Good Reason for which employee has provided a lump sum Notice of Termination within thirty (30) days after the occurrence of the Good Reason, the Company shall pay to the Employee the aggregate of the Employee’s Accrued Compensation plus the following: (i) for the shorter of eighteen (18) months following the Termination Date or until the Employee accepts employment with a subsequent employer, but in no event less than twelve (12) months, (the “Severance Period”), the Company will continue to pay to the Employee an amount equal to his monthly Base Salary, payable in equal monthly or more frequent installments as are customary under the Company’s payroll practices from time to time; provided, however that the Company’s obligation to make or continue such terminationpayments shall cease if the Employee violates any of the Restrictive Covenants or any law or contract protecting Company trade secrets or intellectual property; and (ii) during the Severance Period, the Company shall, subject to the Employee’s remaining eligible for such benefits, reimburse the Employee for monthly premiums for continuation of benefits to the Employee and/or the Employee’s family through COBRA coverage continuation for group health insurance coverage maintained by the Employee immediately prior to the Termination Date; provided, however that the Company’s obligation to make or continue to reimburse premiums for such health benefits shall cease if the Employee violates any of the Restrictive Covenants or any law or contract protecting Company trade secrets or intellectual property; and /s/ JWF /s/ LA EE Initials CO Initials (iii) all of the Employee’s options to acquire Common Stock of the Company (“Options”) awarded to the Employee prior to the Termination Date will become immediately vested as of the later of (i) the Termination Date or (ii) the expiration of the revocation period for the Release provided the Release has not been revoked during such period; and. (iv) all grants of restricted stock of the Company (“Restricted Stock”) held by the Employee as of the Termination Date will become immediately vested as of the later of (i) the Termination Date or (ii) the expiration of the revocation period for the Release provided the Release has not been revoked during such period. (c) At the option of the Company, the amounts provided for in Section 3(b)(i) may be paid in a single lump sum or in fewer installments over a shorter period of time than provided for in Section 3(b)(i). (d) The severance pay and benefits provided for in this Section 3 shall be in lieu of any other severance pay to which the Employee shall be entitled under the Company’s Severance Pay Plan or any other plan, agreement, or at such other time prescribed by arrangement of the Company or any applicable plan: Affiliate. (Ae) any base salary payable to the Executive Notwithstanding anything else in this Agreement, no payment shall be due, no vesting of stock or options shall occur pursuant to this Agreement, accrued up and no other Company obligation under this Agreement shall accrue or become due unless and until the Employee has fully executed the Release and any revocation period has lapsed without revocation. Moreover, the occurrence of a Change of Control shall be a prerequisite to and including the date on which the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his employment with the Company in accordance with the terms and conditions of the applicable plans of the Company, and (D) reimbursement for any unreimbursed business expenses incurred accrual by the Executive prior Employee of any rights to his date of termination pursuant to Section 6(e) ((A)-(D) collectivelypayments, the “ Accrued Amounts ”)accelerated vesting or other benefits under this Agreement.

Termination of Employment. The employment of the Executive hereunder and the Employment Term may be terminated at any time time: (i) by the Company with or without Cause on (as defined herein) upon written notice to the Executive, ; (ii) by the Company without Cause on thirty (30) days written notice to the Executive ( provided that during such notice period the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on upon written notice to the Executive, ; (iviii) by the Executive with Good Reason on written notice to the Company, (vas defined herein); (iv) by the Executive without Good Reason on under any circumstance upon thirty (30) days written notice to the Company (which notice period may be waived by the Company in its absolute discretion, in which case, such termination shall be effective immediately upon the Company’s receipt notice of notice thereof from the Executivesuch waiver), ; or (viv) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 67, the Company shall be obligated to pay or provide to the Executive (or his the Executive’s estate, as applicable) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable planplan or applicable laws: (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to and including the date on which the Executive’s employment terminatesis terminated, less required statutory deductions; (B) any earned but accrued and unpaid annual bonus, Paid Time Off (if and as required by applicable law or the Company’s policies then in effect); (C) any employee benefits to which the Executive is entitled upon termination of his the Executive’s employment with the Company in accordance with the terms and conditions of the applicable plans of the Company, ,; and (D) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his the Executive’s date of termination pursuant to Section 6(e) ((A)-(D5(f) collectively, the “ “Accrued Amounts Amounts”).

Termination of Employment. (a) The Employee's employment pursuant to this Agreement shall terminate upon the death of the Executive Employee or upon his inability, by reason of a mental or physical condition, to perform his duties hereunder for an uninterrupted period of sixty (60) days ("Disability"), and the Employment Term may be terminated at any time for "cause" (ias defined below) by the Company with Cause on at any time during the Employment Term immediately upon written notice of termination (except as provided otherwise below) given by the Company to the ExecutiveEmployee describing such cause. For purposes of this Agreement, "cause" for termination shall be deemed to exist if: (i) the Employee is convicted of a felony; (ii) the Employee engages in dishonesty or fraud involving the Company; or (iii) the Employee breaches any of his material obligations as President or any material obligations reasonably assigned to the Employee by the Company without Cause on Company's Chief Executive Officer or Board of Directors. Any written notice of termination for cause pursuant to this Section shall be a written notice which (a) indicates the specific termination provision relied upon, (b) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Employee's employment, and (c) if the date of termination is other than the date of receipt of such notice, specifies the termination date. In the event that Employee's employment is terminated pursuant to subsection (iii) above and Employee's breach of said material obligations is of type which is subject to cure, then Employee shall have a period of thirty (30) days written to cure the breach of Employee's obligations under this Agreement as described in the notice to of termination. In the Executive ( provided event that during Employee cures such notice period the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on breach within said thirty (30) days written day period, the notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such of termination shall be effective immediately upon considered rescinded. In the Company’s receipt event that Employee fails to cure such breach or such breach is not of a type which is subject to cure, then this Agreement will terminate without further notice thereof from to Employee as set forth in the Executive)notice of termination, and the provisions of 8(b) shall be applicable. Employee shall not have the opportunity to cure any termination for cause pursuant to subsections (vii) without action by and (ii) above. (b) In the event (i) the Employee's employment under this Agreement is terminated for cause as provided above, or (ii) the Employee voluntary terminates his employment with the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due prior to the expiration end of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 6Term, the Company shall be obligated to promptly pay or provide to the Executive Employee (or his estate, as applicable) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive pursuant Employee's legal representatives) the amount of any compensation attributable to this Agreement, accrued up to and including the date on which the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his employment with the Company in accordance with the terms and conditions of the applicable plans of the Company, and (D) reimbursement for any unreimbursed business expenses incurred by the Executive periods prior to his date of such termination pursuant to Section 6(e6, plus the amount of any reimbursable expenses. No other payments shall be due Employee. (c) In the event the Employee's employment is terminated without cause, or the Employee loses his employment for any other reason other than pursuant to Section 8(a) and/or (b), including but not limited to bankruptcy, closure, reorganization, buyout, merger, consolidation or for any other reason, or Employee, without Employee's approval, receives a material diminution in responsibilities, title, or position from the level of employee's responsibilities, title or position as of the commencement of this Agreement, and Employee elects to terminate his employment in writing as a result of and within thirty days of such diminution, then unless the Company rectifies such diminution within said thirty-day period, Employee will be entitled to severance payments equal only to one year's salary as provided in Section 6 above and continuation of existing health care benefits for one year. No other payments shall be due Employee except any bonus payments which may be due pursuant to Section 7(f). Said severance payments shall be paid in the same manner and on the same schedule (A)-(Di.e. monthly, weekly, etc.) collectivelyas Employee was being paid on the date of termination. To the extent possible under the Company's Stock Option Plan, all previously granted stock options shall automatically vest and become immediately exercisable under this provision. Severance payments being made pursuant to this Section shall survive the “ Accrued Amounts ”)death of Employee.

Termination of Employment. (1) The Executive's employment hereunder shall terminate automatically as of the Executive hereunder and the Employment Term may be terminated at any time (i) by the Company with Cause on written notice to date of his death or upon the Executive's becoming eligible for benefits under the Company's long term disability plan as in effect from time to time, (ii) by the Company without Cause on thirty (30) days written notice to or if no disability plan is in effect, upon the Executive ( provided that during such notice period the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt becoming permanently disabled. For purposes of notice thereof from the Executive), (vi) without action by the Companythis Agreement, the Executive shall be deemed to be permanently "disabled" if he has been unable to perform his duties for six (6) consecutive months or any other person or entitynine (9) months in any twelve (12) month period, immediately upon all as conclusively determined in good faith by the Board of Directors of the Company. (2) Upon termination of the Executive’s death, or (vii's employment under circumstances described in Section 5(a)(1) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 6above, the Company shall be obligated to promptly pay or and provide to the Executive (or, in the event of his death, to his surviving spouse or such other beneficiary as the Executive may designate in writing, or if there is neither, to his estate): (i) his earned but unpaid Salary bonus and accrued vacation pay as of the date of termination of his employment with the Company; (ii) the benefits, if any, to which he is entitled as applicablea former employee under the Company's employee benefit plans and programs and compensation plans and programs in which he was a participant; and (iii) an amount of Salary at the then current rate equal to the Salary payable for a period of two (2) years. 5.2 The Company shall, in the manner described in the last paragraph of Section 5.3, have the right to terminate the employment of Executive under this Agreement and Executive shall forfeit the right to receive any and all further payments hereunder, other than the right to receive any compensation then due and payable to Executive pursuant to Section 3 hereof through to the date of termination, if Executive shall have committed any of the following acts of default: (a) Executive shall have committed any material breach of any of the provisions or covenants of this Agreement; (b) Executive shall have committed any act of gross negligence in the performance of his duties or obligations hereunder, or, without proper cause, shall have willingly refused or habitually neglected to perform his employment duties or obligations under this Agreement; (c) Executive shall have committed any material act of willful misconduct, dishonesty or breach of trust which directly or indirectly causes the Company or any of its subsidiaries to suffer any material loss, fine, civil penalty, judgment, claim, damage or expense; or (d) Executive shall have been convicted of, or shall have plead guilty or nolo contendere to, a lump sum felony or indictable offense (unless committed in the reasonable, good faith belief that the Executive's actions were in the best interests of the Company and its stockholders and would not violate criminal law). 5.3 If the Company elects to terminate this Agreement as set forth above, it shall deliver notice of such intention to Executive, describing with reasonable detail, the action or omission of the Executive constituting the act of default (the "Termination Notice"), and thereupon no further payments of any type shall be made or shall be due or payable to Executive hereunder, except as provided in the first sentence of Section 5.2; provided, however, with respect to any act of default set forth in clauses (a) and (b) of Section 5.2, prior to any termination by the Company of Executive's employment, Executive shall first have an opportunity to cure or remedy such act of default within thirty (30) days following such terminationthe Termination Notice. 5.4 If the Executive is terminated for reasons other than death, disability or at such other time prescribed by the occurrence of any applicable plan: of the acts set forth in Section 5.2(a) - (Ad) hereof, Executive shall be entitled to receive as severance pay (in addition to any base salary compensation then due and payable to the Executive pursuant to this Agreement, accrued up to and including Section 3 hereof through the date on which of termination) an amount equal to the greater of (i) Executive’s employment terminates's Base Compensation for the remainder of the Term, or (Bii) any earned but unpaid annual bonusExecutive's Salary for a period of one (1) year, (C) any employee benefits such amount to which the Executive is entitled upon termination of his employment with be payable at such regular times and intervals as the Company in accordance with the terms and conditions of the applicable plans of the Company, and (D) reimbursement for any unreimbursed business expenses incurred by the Executive prior customarily pays its employees from time to his date of termination pursuant to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”)time.

Termination of Employment. (a) The employment of Employment Period shall end upon the Executive hereunder and the Employment Term may be terminated at any time first to occur of: (i) the expiration of the term of this Agreement pursuant to Section 1 hereof; (ii) termination of Executive’s employment by the Company with Cause on written notice account of Executive’s having become unable (as determined by the Board in good faith) to the regularly perform his duties hereunder by reason of illness or incapacity for a period of more than six consecutive months (“Termination for Disability”); (iii) termination of Executive, (ii) ’s employment by the Company without for Cause on thirty (30as defined in Section 4(d) days written notice to the Executive ( provided that during such notice period the Company shall not be required to provide work of this Agreement) (“Termination for the Executive and may require that the Executive not report to the CompanyCause”); (iv) termination of Executive’s offices), (iii) employment by the Company due to the Executive’s other than a Termination for Disability or a Termination for Cause (as hereinafter defined) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, “Termination Without Cause”); (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the CompanyExecutive’s receipt of notice thereof from the Executive), death; (vi) without action by the Company, the Executive or any other person or entity, immediately upon the termination of Executive’s death, employment by Executive for Good Reason (as defined in Section 4(e) of this Agreement) (“Termination for Good Reason”); or (vii) due termination of Executive’s employment by Executive for any reason other than Good Reason. (b) If the Employment Period ends for any reason set forth in Section 4(a), except as otherwise provided in this Section 4, Executive shall cease to have any rights to salary, bonus (if any) or benefits hereunder, other than (i) payment of unpaid Base Salary through and including the date of termination or resignation (which in the case of a termination by the Company shall be paid on the final day of employment, and in the case of a resignation shall be paid within five days after the termination of the employment relationship); (ii) Executive’s business expenses that are reimbursable pursuant to Section 3(d) but have not been reimbursed by the Company as of the date of termination; (iii) Executive’s annual bonus for the fiscal year immediately preceding the fiscal year in which the date of termination occurs, if such bonus has not been paid as of the date of termination; (iv) any accrued vacation pay to the extent not theretofore paid, and (v) any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company. (c) If the Employment Period ends on account of Termination Without Cause or Termination for Good Reason but is not a CIC Qualifying Termination, Executive shall receive a severance payment (the “Severance Payment”) in an amount equal to one times the sum of (A) Executive’s Base Salary at the time of termination (or, in the event of a Termination for Good Reason, the Base Salary prior to the event constituting Good Reason if such Base Salary is higher than the Base Salary at the time of termination) plus (B) the greater of the target annual cash incentive bonus for the year in which such termination occurs and the average annual bonus paid to Executive during the three most recently completed years prior to Executive’s termination of employment. If the Employment Period ends on account of a CIC Qualifying Termination, Executive shall receive a severance payment (the “CIC Severance Payment”) in an amount equal to two times the sum of (A) Executive’s Base Salary at the time of termination (or, in the event of a Termination for Good Reason, the Base Salary prior to the event constituting Good Reason if such Base Salary is higher than the Base Salary at the time of termination) plus (B) the greater of the target annual cash incentive bonus for the year in which the CIC Qualifying Termination occurs and the average annual bonus paid to Executive during the three most recently completed years prior to Executive’s termination of employment. For the avoidance of doubt, the Severance Payment and CIC Severance Payment are intended to be mutually exclusive and under no circumstance shall Executive receive both the Severance Payment and CIC Severance Payment. Subject to Executive’s valid and timely election to continue healthcare coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder, if the Employment Period ends on account of death, Termination Without Cause, Termination for Good Reason or Termination for Disability, including any CIC Qualifying Termination, the Company shall pay Executive after such termination of employment (or to Executive’s family in the event of his death), on a monthly basis, an amount equal to the monthly amount of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) continuation coverage premium for such month, at the same level and cost to Executive (or Executive’s family in the event of his death) as immediately preceding the date of termination, under the Company group medical plan in which Executive participated immediately preceding the date of termination, less the amount of Executive’s portion of such monthly premium as in effect immediately preceding the date of termination, until the earlier of (A) 12 months after the date of termination; and (B) the date on which Executive and his family have obtained other substantially similar healthcare coverage or become entitled to Medicare coverage; provided, however, that if (x) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the Employment Term period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 3. If 2716 of the Executive’s employment is terminated for any reason Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, each remaining premium payment under this this sentence shall thereafter be paid to Executive in substantially equal monthly installments over the period specific in subsections (A) and (B) (or the remaining portion thereof). Subject to Section 617 of this Agreement, the Company shall be obligated to pay Severance Payment or provide to the Executive (or his estateCIC Severance Payment, as applicable) , shall be paid in a lump sum within thirty (30) days payment on the sixtieth day following such terminationthe termination date. As a condition to Executive’s receipt of the post-employment payments and benefits set forth in this Section 4(c), or at such other time Executive must execute, return, not rescind and comply with a commercially reasonable written release agreement in a form prescribed by any applicable plan: the Company (Athe “Release”). (d) any base salary payable to the Executive pursuant to For purposes of this Agreement, accrued up to and including “Cause” shall mean the date on which the Executive’s employment terminates, (B) occurrence of any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his employment with the Company in accordance with the terms and conditions of the applicable plans of the Company, and (D) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”).following conditions:

Termination of Employment. (a) The Company shall have the right at its option to terminate the employment of the Executive Employee hereunder and the Employment Term may be terminated at any time (i) by the Company with Cause on giving written notice thereof to the Executive, (ii) by Employee in the Company without Cause on thirty (30) days written notice to the Executive ( provided that during such notice period the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt event of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. following: (1) If the Executive’s employment is terminated for any reason under this Section 6, the Company shall be obligated to pay or provide to the Executive (or his estate, as applicable) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to and including the date on which the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination Board of his employment with the Company in accordance with the terms and conditions of the applicable plans Directors of the Company, or a duly authorized committee thereof, acting in good faith and upon reasonable grounds, determines that the Employee should be terminated for Cause. For purposes of this Agreement, "Cause" means, in each case as determined in good faith by the Board, Employee's (i) personal dishonesty, willful misconduct, or breach of fiduciary duty involving personal profit, and/or (ii) conviction of any felony law, and/or (iii) a determination or request by an appropriate regulatory authority that Employee be removed or disqualified from acting as an officer of the Company, and/or (iv) willful breach of a material provision of this Agreement after written notice, in reasonable detail as the alleged breach, has been given to you by the Board and you have had a reasonable opportunity to cure such breach. Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Employee (i) a copy of a resolution, duly adopted by the Board (excluding the Employee) at a meeting of the Board called and held for the purpose (after reasonable notice to the Employee of the meeting of the Board at which the motion is to be considered, which notice shall specify in reasonably detailed terms the facts and circumstances constituting Cause, and after the Employee, together with his counsel, having been afforded at such meeting an opportunity to be heard before the Board), finding that the Employee was guilty of conduct constituting Cause; (ii) a certificate of the Secretary or an Assistant Secretary of the Company stating that such resolution was in fact duly adopted by the Board (excluding the Employee); and (Diii) reimbursement for any unreimbursed business expenses incurred by a Notice of Termination in the Executive prior to his date form specified in the following sentence. A Notice of Termination shall indicate the specific termination pursuant to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”).provision in this Agreement relied upon and set forth in reasonable

Termination of Employment. (a) The employment of the Executive hereunder and by the Employment Term Company may be terminated at any by the Company for Cause upon written communication of the instance of the problem conduct to the Executive by written notice from the Company. The Executive shall have the opportunity to cure such problem conduct within a reasonable period of time specified in such notice, which period shall not be less than five (5) business days following receipt of such written notice from the Company. The Chairman of the Compensation Committee of the Board of Directors, or the Board of Directors of Company, itself, or a committee designated by the Board of Directors of Company for such purpose, shall also provide the Executive with an opportunity to meet with him or it in order to provide the Executive an opportunity to refute or explain the problem conduct referred to in such written notice. Such refutation or explanation reasonably satisfactory to the Chairman of the Compensation Committee, the Board of Directors, or a committee so designated by the Board, as the case may be, shall constitute a cure. (b) The Executive may terminate this Agreement and his employment hereunder voluntarily by giving the Company no less than one month prior notice. (c) The Executive may terminate this Agreement and his employment hereunder by giving the Company no less than two (2) weeks prior notice if (i) by material changes in the Company with Cause on written notice to nature or scope of the Executive's Duties are made without his written consent, (ii) by any change of the Company Executive's title is made without Cause on thirty (30) days his written notice to the Executive ( provided that during such notice period the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices)consent, (iii) by the Company due to the Executive’s Disability 's office is relocated to a location more than twenty (as hereinafter defined20) on written notice to miles from the Executivecity limits of Atlanta, Georgia, (iv) by the Executive with Good Reason on Executive's compensation or benefits are reduced without his written notice to the Companyconsent, (v) the Company breaches this Agreement, or (vi) a Change of Control occurs. (d) If the Company terminates this Agreement and the Executive's employment hereunder for any reason specified in subparagraph (a) of this Section 4 or the Executive terminates this Agreement and his employment hereunder voluntarily other than pursuant to subparagraph (c) of this Section 4, the Company shall have no further obligation to the Executive or his personal representative with respect to this Agreement or his employment hereunder except for compensation accrued hereunder and unpaid at the date of such termination and except with respect to the Executive's participation in benefit plans of the Company and his rights and benefits under any other agreement between him and the Company, all of which shall be governed by such other plans and agreements. (e) If (i) a Change in Control occurs, and Executive notifies Company within six months (6) months of the date of such Change of Control in writing, or (ii) or the Company terminates this Agreement and the employment of the Executive hereunder without Cause, or (iii) the Executive terminates this Agreement and his employment hereunder for any reason specified in subparagraph (c) of this Section 4, (A) the Executive shall be entitled to receive, for a period of thirty-six (36) months from the date of termination, the compensation set forth in Section 3 hereof, (B) all options to purchase stock of the Company held by the Executive without Good Reason on thirty shall be fully vested and shall become immediately exercisable, (30C) upon request of the Executive, the Company shall purchase for cash, within ten (10) days written notice of such request, all stock of the Company then held by the Executive for its fair market value and all options to purchase stock of the Company then held by the Executive for the excess of the fair market value of the stock purchasable upon the exercise of such options over the exercise price of such options, and (D) the Company shall provide the Executive and his spouse with medical coverage equivalent to that received by Executive during his employment hereunder and for the life of each of the Executive and his spouse. After each becomes eligible for Medicare, such coverage shall supplement Medicare coverage. The fair market value of stock of the Company shall be the last quoted price for such stock, if it is then publicly traded, prior to the Company (which notice period may date of the Executive's request, and if it is not then publicly traded, shall be waived the value determined in good faith by the Board of Directors of the Company. If the Executive disagrees with the determination of the Board of Directors, the Executive and the Company in its discretionshall agree on an investment banking firm to make such determination. If they cannot agree on the selection of such firm, in which caseeach of the Company and the Executive shall choose an investment banking firm and if the two such firms cannot agree, such termination two firms shall choose a third investment banking firm which shall choose one of the values determined by the other two investment banking firms. The Company shall pay all of the fees and expenses of all of the investment banking firms which are engaged under this Section 4(e). If the purchase of such stock and options would cause the Executive to be liable under Section 16(b) of the Exchange Act, he shall be effective immediately upon allowed to defer such purchase as necessary to avoid such liability. (f) In the Company’s receipt event that any of notice thereof from the Executive)payments or benefits that are provided for hereunder or under any other plan, (vi) without action by agreement or arrangement between the Executive and the Company, be determined to be subject to an excise or similar purpose tax pursuant to Section 4999 of the Internal Revenue Code of 1986 as amended, or any successor or other comparable federal, state or local tax laws, the Company shall pay to the Executive such additional compensation as is necessary (after taking into account all federal, state and local income taxes payable by the Executive as a result of the receipt of such additional compensation) to place the Executive in the same aftertax position (including federal, state and local taxes) he would have been in had no such tax (or any interest or penalties thereon) been paid or incurred. (g) Except in the case of the Executive's termination of employment under subparagraph (c) of this Section 4, the covenants of the Executive in Sections 5, 6, 7 and 8 shall survive the termination, amendment or replacement of this Agreement and the termination of the Executive's employment hereunder, and shall not be extinguished by any of such events. (h) For a period of two years after the death of the Executive or after a disability that prevents the Executive from performing his Duties, the Company shall continue the compensation provided for in this Agreement, and the MERP benefits described on Exhibit E, except that the Executive shall not be entitled to any bonuses other person or entity, immediately upon than those earned by the Executive’s death, if any, through the date of such death or disability. (viii) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s 's employment is terminated for any reason under this Section 6reason, the Company shall be obligated assign any and all rights it may have to pay or provide to the Executive (or his estate, as applicable) any life insurance policy in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to and including the date on which the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon the insured (including but not limited to Policy 1 949022 issued by Connecticut General Life Insurance Co.) to the Executive or such other person or entity as the Executive shall direct in writing, without cost to Executive, and if Executive terminates employment other than pursuant to subsection (c) of this Section 4, less a retention by Company of the rights to receive an amount equal to all premiums paid by Company on such policy. (j) All provisions of this Section 4 shall survive the expiration or termination of his employment with the Company in accordance with the terms and conditions of the applicable plans of the Company, and (D) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”)this Agreement.

Termination of Employment. The employment of the Executive hereunder and the Employment Term may be terminated at any time (ia) by the Company with Cause on written notice to the Executive, (ii) by the Company without Cause on thirty (30) days written notice to the Executive ( provided that during such notice period the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated with Sirius XM terminates for any reason under this Section 6prior to May 24, 2027, then all of the Company shall be obligated to pay or provide to the Executive (or his estatePRSUs, as applicable) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to and including the date on which Eligible PRSUs, shall immediately terminate without consideration; provided that if the Executive’s employment terminateswith Sirius XM is terminated (x) due to death or “Disability” (as defined in the Employment Agreement), (By) any earned but unpaid annual bonusby Sirius XM without “Cause” (as defined in the Employment Agreement), or (Cz) any employee benefits to which by the Executive is entitled upon termination for “Good Reason” (as defined in the Employment Agreement) (any such applicable date of his termination, the “PRSU Termination Date”), then the PRSUs shall be treated in the following manner: (i) if the PRSU Termination Date occurs on or prior to the end of the Performance Period, then the PRSUs granted to the Executive under this Agreement, to the extent not previously settled, cancelled or forfeited, shall, subject to Section 4(b), immediately become vested and the Company shall issue, or cause there to be transferred, to the Executive the amount of Shares equal to the number of PRSUs granted to the Executive under this Agreement, notwithstanding Section 3(b), and as adjusted pursuant to Section 2, if applicable; and (ii) if the PRSU Termination Date occurs after the last day of the Performance Period, all Eligible PRSUs, to the extent not previously settled, cancelled or forfeited, shall, subject to Section 4(b), on the Certification Date become vested and the Company shall issue, or cause there to be transferred, to the Executive the amount of Shares equal to the number of Eligible PRSUs earned pursuant to Section 3(b), as adjusted pursuant to Section 2, if applicable. (b) In the event the Executive’s employment with Sirius XM terminates due to death or Disability, by Sirius XM without Cause or by the Company Executive for Good Reason, the condition in Section 3(c) that the Executive be an employee of Sirius XM shall be waived in order to give effect to Section 4(a); provided that the Executive executes a release in accordance with the terms and conditions Section 6(g) of the applicable plans Employment Agreement (except that the Company’s General Counsel may waive such requirement in the case of the CompanyExecutive’s death). (c) The Company shall issue, and (D) reimbursement for any unreimbursed business expenses incurred by or cause there to be transferred, to the Executive prior to his date an amount of termination Shares representing the Eligible PRSUs (as adjusted pursuant to Section 6(e2, if applicable) as provided in Section 4(a)(i) or ((A)-(D) collectivelyii), as applicable, on the “ Accrued Amounts ”)60th day following the Executive’s termination of employment, but in no event later than March 15th of the year following the year of such termination of employment.

Termination of Employment. The employment All unvested RSUs shall become fully vested upon the termination of the Executive hereunder and the Employment Term may be terminated at any time (i) by Participant’s employment or service with the Company with Cause on written notice to the Executive, (ii) by the Company without Cause on thirty or a resignation by the Participant for Good Reason. For purposes of this Agreement, “Cause” shall have the meaning set forth in that certain Amended and Restated Employment Agreement, by and between the Participant and the Company, effective as of November [____], 2020 (30the “Employment Agreement”). For purposes of this Agreement, “Good Reason” shall mean following events or conditions: (i) days a material reduction by the Company in the Participant’s Base Salary or Target Bonus (each, as defined in the Employment Agreement) level; (ii) the Participant shall be required to work at a location more than fifty (50) miles away from the Participant’s place of work as of the Grant Date; (iii) the assignment to the Participant by the Company of duties substantially inconsistent with, any change in the Participant’s titles or the significant reduction of the powers and functions associated with, the Participant’s positions, titles or offices as described herein; (iv) the failure of any successor (whether direct or indirect, by stock or asset purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly to assume and agree to perform the Employment Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Any assertion by the Participant of a termination for Good Reason shall not be effective unless all of the following conditions are satisfied: (A) the condition described in Sections 3(d)(i), 3(d)(ii), 3(d)(iii) or 3(d)(iv) giving rise to the Participant’s termination of employment must have arisen without the Participant’s consent; (B) the Participant must provide written notice to the Executive ( provided that during such notice period the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration Board of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 6, the Company shall be obligated to pay or provide to the Executive (or his estate, as applicableexistence of such condition(s) in a lump sum within thirty (30) days following of the initial existence of such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to and including the date on which the Executive’s employment terminates, (B) any earned but unpaid annual bonus, condition(s); (C) any employee benefits to which the Executive is entitled upon termination condition(s) specified in such notice must remain uncorrected for thirty (30) days following the Board’s receipt of his employment with the Company in accordance with the terms and conditions of the applicable plans of the Company, such written notice; and (D) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of the Participant’s termination pursuant to Section 6(eof employment must occur within sixty (60) ((A)-(Ddays after the initial existence of the condition(s) collectively, the “ Accrued Amounts ”)specified in such notice.

Termination of Employment. (a) The parties understand and agree that this Agreement and the Executive’s employment hereunder may be terminated in the following manner in the specified circumstances: (i) The Executive’s employment hereunder shall automatically terminate upon the death of the Executive. (ii) By Xxxxxxx, if, as a result of the Executive’s incapacity due to physical or mental illness which is expected to be of more than a brief duration, the Executive has been unable to perform the essential functions of her job for one hundred eighty (180) days (whether or not consecutive) during any period of eighteen (18) consecutive months (“Disability”), and no reasonable accommodation can be made that will allow Executive to perform the essential functions of her position with Xxxxxxx. Upon such termination, the Executive shall be entitled to the same severance benefits and payments described in Subsection (v) or (vi), as applicable, as if such termination was a termination by Xxxxxxx without Cause. (iii) By the Executive, at any time, for any reason. Xxxxxxx may waive notice required by Section (d) of this Article 6, in whole or in part, upon immediate payment to the Executive of the Executive’s Base Salary for such portion of notice period as is waived by Xxxxxxx. If such termination is for Good Reason, then unless the provisions of Subsection (vi) apply, the Executive shall be entitled to the same payments and benefits as provided in Subsection (v) for terminations by Xxxxxxx without Cause. If such termination is for any other reason, Xxxxxxx shall pay to the Executive the Accrued Obligations. (iv) By Xxxxxxx, in its absolute discretion, without any pay in lieu of notice, for Cause. Upon such termination, Xxxxxxx shall pay to the Executive the Accrued Obligations. (v) By Xxxxxxx, in its absolute discretion and for any reason, without Cause. Upon such termination, unless the provisions of Subsection (vi) hereof apply, Xxxxxxx shall (A) continue to pay the Executive her Base Salary in effect at the time of such termination for a period of twenty-four (24) months following such termination, (B) pay the Executive a monthly amount equal to one-twelfth of the Executive’s Target Bonus in effect at the time of Executive’s termination of employment for a period of twenty-four (24) months following such termination, (C) continue to provide the Executive term life insurance for a period of twenty-four (24) months after termination, or, if such benefits cannot be provided by Xxxxxxx, Xxxxxxx shall pay to the Executive an equivalent lump sum cash amount in lieu of such benefits, (D) continue to provide the Executive (and her eligible dependents) with the opportunity to continue to participate in its group medical and dental benefits (with such continuation being counted towards any required COBRA continuation period), at the Executive’s sole expense based on COBRA rates charged from time to time; provided, however, that Xxxxxxx shall pay to the Executive over the twenty-four (24) month period an amount equal to the full COBRA cost of such coverage, (E) reasonable outplacement services by a firm selected by the Executive, at the expense of Xxxxxxx, in an amount up to Twenty-Five Thousand Dollars ($25,000.00) and (F) pay to the Executive the Accrued Obligations. Notwithstanding the foregoing, if the Executive is a “specified employee” within the meaning of Code Section 409A at the Date of Termination, then (I) the total amount which would have been payable to the Executive over the twenty-four (24) month period pursuant to this Subsection (v) shall instead be paid to the Executive in equal monthly amounts over the period commencing on the Date of Termination and ending no later than the first day of the third month following the later of (X) the calendar year in which the Date of Termination occurred and (Y) the fiscal year of Xxxxxxx in which the Date of Termination occurred, if such payments would not be subject to Code Section 409A, or (II) if the payments specified in Clause (I) would be subject to Code Section 409A, then such payments shall be paid in the manner set forth above without regard to Clause (I) hereof, but payments which would otherwise have been made during the first six (6) months following the Date of Termination, shall be withheld and paid to the Executive during the seventh month following the Date of Termination, increased for interest as provided in Section (b) hereof. (vi) In the event that during the two (2) year period commencing on the date of a Change in Control, Xxxxxxx terminates the Executive’s employment without Cause or the Executive terminates employment for Good Reason, Xxxxxxx shall pay to the Executive the amounts described in Annex A within five (5) business days after the Date of Termination and shall provide to the Executive the benefits described on Annex A for the periods described therein. Notwithstanding the foregoing, in the event that the Executive is at the Date of Termination a “specified employee” within the meaning of Code Section 409A, payment to the Executive shall be made within five (5) days following the expiration of six (6) months from the Date of Termination, and not before such six (6) month period, if necessary to avoid adverse tax consequences to the Executive under Code Section 409A. (b) Without limiting the rights of the Executive hereunder at law or in equity, in the event it is determined that Xxxxxxx fails to make any payment or provide any benefit required to be made or provided under Section (a) hereof on a timely basis, Xxxxxxx shall pay interest on the amount or value thereof at an annualized rate of interest equal to the so-called composite “prime rate” as quoted from time to time during the relevant period in The Wall Street Journal. Any change in such prime rate shall be effective on and as of the Employment Term date of such change. In addition, if any payment described in Subsection (v) or (vi) of Section (a) hereof by Xxxxxxx subjects the Executive to the excise tax under Code Section 409A on such payment, Xxxxxxx shall pay on the Executive’s behalf to the applicable taxing authorities, an amount which, after payment of all state, local and federal income and employment taxes which may be terminated due on such payment (calculated at any time the highest marginal rates), is equal to the excise tax under Code Section 409A which arose as a result of Xxxxxxx’x delay or acceleration in making such payment. (ic) In order to receive the entitlement under Subsection (vi) of Section (a) hereof, or Clauses (A), (B), (C), (D) and (E) of Subsection (v) of Section (a) hereof (whether such termination is by the Company with Cause on written notice to the ExecutiveExecutive for Good Reason or by Xxxxxxx without Cause), (ii) by the Company without Cause on thirty (30) days written notice to the Executive ( provided that during must undertake to sign a release in a form satisfactory to Xxxxxxx, fully releasing Xxxxxxx from further claims upon payment of the amounts stipulated herein and must not revoke such notice period release. However, the Company form of release shall not be required to provide work for the Executive and may require that the Executive not report to give up any rights of indemnity which the Company’s offices), (iii) Executive may have had against Xxxxxxx for acts carried out by the Company Executive in the ordinary course of Xxxxxxx’x business, nor shall it require the release of the benefits under this Agreement due to or after the Executive’s Disability (as hereinafter defined) on written notice to termination of employment. Xxxxxxx may withhold payment of such amount until the Executive, (iv) by period during which the Executive with Good Reason on written notice to the Company, may revoke such waiver (vnormally seven (7) by the Executive without Good Reason on thirty days) has elapsed. (30d) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such Any purported termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 6, by Xxxxxxx or by the Company Executive shall be obligated to pay or provide communicated by written Notice of Termination to the Executive (or his estate, as applicable) other party hereto in accordance with Article 15. “Notice of Termination” shall mean a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable notice that shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to the Executive pursuant to this Agreement, accrued up to and including the date on which provide a basis for termination of the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which under the Executive is entitled upon termination of his employment with the Company in accordance with the terms and conditions of the applicable plans of the Company, and (D) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”)provision so indicated.

Termination of Employment. a. The Company or the Executive may terminate this Agreement and the Executive’s employment at any time, with or without Cause (as defined below). b. In the event the Executive is terminated for “Cause,” the Executive shall not be entitled to any severance compensation or any other compensation from the Company except for such salary and benefits as the Executive may have earned prior to the Executive’s termination. If terminated for “Cause,” the Executive shall be ineligible for any bonus, prorated or otherwise. For purposes of this Agreement, the Company may terminate this Agreement for “Cause” for any of the Executive hereunder and the Employment Term may be terminated at any time following reasons: (i) The Executive’s continued failure to substantially perform his job duties and responsibilities, provided that written notice is provided by the Company with Cause on written notice to and the Executive, performance problem is not satisfactorily cured within sixty (60) days; (ii) The Executive’s serious misconduct, dishonesty or disloyalty, which is actually harmful or potentially materially harmful to the Company; (iii) The Executive’s willful or grossly negligent act or omission that is materially harmful to the Company; (iv) The Executive’s material breach of any provision of this Agreement, provided written notice of such breach is given by the Company without Cause on and the Executive is given at least thirty (30) days written notice to cure the breach; or (v) A final determination by the Federal Communications Commission (the “FCC”) that the Executive has committed an act or omission that has directly caused the Company to be disqualified as a licensee of the FCC or to suffer sanctions by the FCC. c. Should the Company terminate the Executive’s employment without Cause, or should the Executive voluntarily terminate his employment for Good Reason (as defined below), in addition to (i) salary and benefits the Executive might have earned prior to his termination and (ii) any discretionary bonus approved by the Company’s Compensation Committee prior to his termination, the Company will pay the Executive severance pay in an amount equal to the Executive ( Executive’s then-current Base Annual Compensation (exclusive of incentive or bonus pay, benefits and other non-cash remuneration) multiplied by one (1). All compensation provided that during such notice period under this Section 4.c. shall be payable in accordance with the Company’s customary payment practices, less all applicable federal and state taxes and withholdings. Notwithstanding any provision in this Agreement to the contrary, the Company shall not be required have any obligation to pay any amount or provide work for any benefit, as the case may be, under this Agreement pursuant to Section 4, unless the Executive and may require that the Executive not report executes, delivers to the Company’s offices, and does not revoke (to the extent Executive is permitted to do so), a general release within sixty (iii60) by days of the Executive’s termination of employment with the Company, which shall set forth a release of the Company due and its affiliates, in such form as the Company may reasonably request, of all claims against the Company and its affiliates relating to the Executive’s Disability (as hereinafter defined) on written notice employment and termination thereof, and which may also include an agreement to continue to comply with and be bound by, the Executiveprovisions of Section 7. Subject to Section 8, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination severance compensation payable under this Section 4.c. shall be effective immediately upon paid in twelve (12) equal monthly installments, commencing with the Company’s receipt of notice thereof from first payroll date that occurs coincident with or following the Executive), sixty-first (vi61st) without action by the Company, the Executive or any other person or entity, immediately upon day after the Executive’s death“separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, or as amended (vii) due the “Code”). Subject to Section 8, each subsequent monthly installment shall thereafter be paid on a regularly scheduled payroll date of the Company. Notwithstanding anything to the expiration contrary in the foregoing, a termination of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under purposes of this Section 64, the Company shall be obligated deemed to pay or provide to have occurred only if such termination constitutes a “separation from service” within the Executive (or his estatemeaning of Code Section 409A, as applicable) in a lump sum within thirty (30) days following such termination, or at such other time prescribed determined by any applicable plan: (A) any base salary payable to applying the Executive pursuant to default rules thereof. d. For purposes of this Agreement, accrued up to and including the date on which “Good Reason” shall mean (i) a reduction in excess of 12.5% in the Executive’s employment terminatesthen-current Base Annual Compensation, (Bii) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his employment with the Company a Change in accordance with the terms and conditions of the applicable plans of the Company, and (D) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”).Control

Termination of Employment. The employment (a) In the event of the Executive hereunder and the Employment Term may be terminated at any time (i) termination of this Agreement by the Company with Cause on written notice to the ExecutiveExecutive not for cause, (ii) resignation of Executive not for cause, (iii) material failure in office by Executive in the performance of his duties hereunder after notice and a reasonable time to cure, which shall be no less that thirty (30) days, (iv) material breach by Executive of the material covenants and conditions set forth herein this Agreement after notice and a reasonable time to cure, which shall be no less that thirty (30) days, or (v) if Executive is unwilling to carry out the duties reasonably assigned to him by the Company without Cause on in any material respect, which duties are consistent with duties generally assigned and/or expected of him (items (i) through (v) above shall hereinafter be referred to as "Termination for Cause"), the Company and AGI may terminate this Agreement by giving two (2) weeks prior written notice to Executive identifying the cause of termination and specifying the effective date of such termination, which effective date shall be no less than thirty (30) days written notice to from the Executive ( provided that during date such notice period the Company is received by Executive. If Executive is subjected to Termination for Cause, then such "cause" shall not be required to provide work for the specified in such notice and Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on shall be afforded thirty (30) days to cure such breach, if such breach is capable of being cured. On the effective date of termination, Company shall pay to Executive the aggregate of (i) accrued but unpaid expenses, if any; (ii) accrued but unpaid Incentive Bonus Compensation, if any; (iii) vacation pay, if any; and (iv) the salary compensation which would have been paid to Executive through the date of termination. Furthermore, in that event any warrants to be issued pursuant to this Agreement, and any options granted pursuant to plans then applicable to Executive which have not then vested shall be forfeited as of the effective date of termination. Additionally, any Incentive Bonus Compensation which would have been due Executive following the effective date of termination and any Vested Bonus Compensation due Executive under this agreement shall be voided in the event of a Termination of Executive by Amacore for Cause. (b) Subject to the cure period herein defined, Executive may terminate this Agreement by giving two (2) weeks written notice to the Company (which notice period may be waived and AGI in the event of a termination by the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated “for any reason under this Section 6, the Company shall be obligated to pay or provide to the Executive (or his estateCause”, as applicable) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive pursuant to hereinafter defined. For purposes of this Agreement, accrued up to and including the date on which the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his employment with the Company in accordance with the terms and conditions of the applicable plans of the Company, and (D) reimbursement "for any unreimbursed business expenses incurred by the Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”).Cause" shall mean:

Termination of Employment. 12.1 The employment Employment may be terminated by the Company with “Cause” (as defined below) at any time upon written notice. Except as otherwise agreed in writing or as otherwise provided by this Agreement as due and payable (or as required by law), upon termination of the Executive hereunder and Employment by the Company with Cause, the Company shall have no further obligation to Employee under this Agreement by way of compensation or otherwise, but Employee’s obligations under Sections 6 through 10, inclusive, shall continue after said termination of Employment. 12.2 Absent a Change of Control (as defined below), the Employment Term may be terminated at any time (i) by the Company with without Cause on (as defined below) by giving Employee thirty (30) days’ advance written notice of such termination or (ii) by Employee for Good Reason (as defined below) by giving the Company thirty (30) days’ advance written notice of such termination. In the event that the Company terminates the Employment without Cause or Employee terminates the Employment for Good Reason, the Company shall (i) pay to Employee, in accordance with the Company’s customary payroll practices, the base salary component of the Compensation, and (ii) provide the same health and life insurance benefits, in each case until the earliest to occur of (A) the last day of the term of this Agreement specified in Section 1.2 above, (B) the expiration of twelve (12) calendar months after the effective date of such termination of the Employment, (C) the date upon which Employee becomes employed on a full-time basis (including but not limited to self-employment, but only if Employee holds herself out to the Executivepublic as being a self-employed consultant or other businessperson), or (D) the date upon which Employee violates any of Sections 6 through 10, inclusive. In addition, the Company shall pay Employee the pro-rated portion of any incentive compensation (as described in Exhibit A attached hereto) to which Employee was entitled for the fiscal year or quarter, as applicable, in which the Employment was terminated. If the Company’s medical and/or life insurance plans do not allow Employee’s continued participation in such plan or plans during the period described above, then the Company shall pay to Employee, in monthly installments, from the date on which Employee’s participation in such medical and/or life insurance, as applicable, is prohibited for the remainder of the time period described in the second sentence of this Section 12.2, the monthly premium or premiums which had been payable by the Company with respect to Employee for such discontinued medical and/or life insurance, as applicable. 12.3 If, within twelve (12) months following a Change of Control (as defined below), the Employment is terminated (i) by the Company (or any successor company) without Cause, or (ii) by the Employee for Good Reason, the Company shall (i) pay to Employee in a lump sum an amount equal to the base salary component of the Compensation for the period from the date of such termination of Employment through the earlier to occur of (A) the last day of the term of this Agreement specified in Section 1.2 above or (B) twelve (12) calendar months after the effective date of such termination of Employment, and (ii) provide the same health and life insurance benefits until the earlier to occur of (A) the last day of the term of this Agreement specified in Section 1.2 above or (B) the expiration of eighteen (18) calendar months after the Change of Control or twelve (12) calendar months after the effective date of such termination of the Employment, whichever is later. If the Company’s (or its successor’s) medical and/or life insurance plans do not allow Employee’s continued participation in such plan or plans during the period described above, then the Company shall pay to Employee, in monthly installments, from the date on which Employee’s participation in such medical and/or life insurance, as applicable, is prohibited for the remainder of the time period described in the first sentence of this Section 12.3, the monthly premium or premiums which had been payable by the Company with respect to Employee for such discontinued medical and/or life insurance, as applicable. 12.4 Employee may terminate the Employment without Cause on Good Reason at any time by giving the Company thirty (30) days days’ advance written notice to of such termination. Upon Employee’s termination of the Executive ( provided that during such notice period Employment without Good Reason, the Company shall not have no further obligation to Employee under this Agreement by way of compensation or otherwise (except for the obligations to (i) pay the base salary component of the Compensation to which Employee may be entitled at the time of such termination and (ii) provide the benefits required to provide work for be made available under applicable law), but Employee’s obligations under Sections 6 through 10, inclusive, shall continue after said termination of the Executive and may require that Employment. 12.5 The Employment will terminate immediately upon Employee’s death. In such event, the Executive not report Company shall (i) pay to Employee’s estate, in accordance with the Company’s offices)customary payroll practices, the base salary and any dependents’ health benefits, if applicable, components of the Compensation until the earlier to occur of (iiiA) the last day of the term of this Agreement specified in Section 1.2 above or (B) the expiration of twelve (12) calendar months after the effective date of such termination. Except for the payments expressly provided in this Section 12.5, the Company shall have no further obligation to Employee’s estate under this Agreement by way of compensation or otherwise. 12.6 The Company may terminate the Employment at any time if Employee becomes Disabled (as defined below) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on giving Employee thirty (30) days days’ advance written notice to of such termination. In the event that the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of terminates the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 6because Employee has become Disabled, the Company shall be obligated (i) pay to pay or Employee, in accordance with the Company’s customary payroll practices, the base salary component of the Compensation and (ii) provide the same health and life insurance benefits, in each case until the earliest to the Executive (or his estate, as applicable) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: occur of (A) any base salary payable the last day of the term of this Agreement specified in Section 1.2 above, (B) the expiration of twelve (12) calendar months after the effective date of such termination of the Employment, (C) the date upon which Employee becomes employed on a full-time basis (including but not limited to self-employment, but only if Employee holds herself out to the Executive pursuant public as being a self-employed consultant or other businesswoman), or (D) the date upon which Employee violates any of Sections 6 through 10, inclusive. If the Company’s medical and/or life insurance plans do not allow Employee’s continued participation in such plan or plans during the period described above, then the Company shall pay to this AgreementEmployee, accrued up to and including in monthly installments, from the date on which Employee’s participation in such medical and/or life insurance, as applicable, is prohibited for the Executive’s employment terminatesremainder of the time period described in the second sentence of this Section 12.6, (B) any earned but unpaid annual bonus, (C) any employee benefits to the monthly premium or premiums which the Executive is entitled upon termination of his employment with had been payable by the Company with respect to Employee for such discontinued medical and/or life insurance, as applicable. 12.7 As used in accordance with the terms and conditions of the applicable plans of the Company, and (D) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectivelythis Agreement, the “ Accrued Amounts ”).following terms shall have the meanings indicated:

Termination of Employment. 20.1 The employment of the Executive hereunder and the Employment Term may be terminated at any time (i) by the Company with Cause on written notice to the Executive, (ii) by the Company without Cause on thirty (30) days written notice to the Executive ( provided that during such notice period the Company shall not be required entitled at its sole and absolute discretion lawfully to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If terminate the Executive’s employment is terminated for at any reason under this Section 6, the Company shall be obligated to pay or provide time and with immediate effect by written notification to the Executive and to pay within one month following the date of such termination a payment in lieu of notice (or his estate, as applicablePXXXX) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive. For the avoidance of doubt, the termination of the Executive’s employment shall be effective on such written notification and shall not be deferred until the PXXXX is paid. The total PXXXX will be equal to the basic salary due under clause 6.1 which the Executive pursuant would have been entitled to receive under this AgreementAgreement during the notice period referred to at clause 3.1 (or, accrued up if notice has already been given, during the remainder of such notice period) subject to and including statutory deductions. 20.2 The Company may choose to pay any PXXXX in equal monthly instalments until the date on which the Executivenotice period referred to at clause 3.1 would have expired had notice been given. The Executive shall be obliged to seek alternative income during this period and to notify the Company of any income so earned (whether or not in fact received by the Executive during this period). The instalment payments under this clause shall be reduced by the amount of such income. 20.3 Notwithstanding clause 20.1, the Executive shall not be entitled to any PXXXX if the Company would otherwise have been entitled to terminate the Employment without notice in accordance with clause 20.5. In that case the Company shall also be entitled to recover as a debt from the Executive any net PXXXX (or instalments thereof) already made. 20.4 Upon the termination of the Employment for whatever reason or after notice having been served or if the Executive shall cease for any reason to be a director of the Company the Executive shall forthwith, if so required by the Company: (a) resign without any claim for compensation or damages from any office or appointment held by the Executive in the Company or in any Group Member, and of all other companies of which the Executive shall have been appointed a director by the Company or Group Member by virtue of any right of nomination vested in such member; (b) transfer any shares held by the Executive in the Company required to be transferred either in accordance with the Company’s employment terminates, (B) articles of association or any earned but unpaid annual bonus, (C) any employee benefits to agreement by which the Executive is entitled upon termination bound and deliver to the Company certificates thereof; (c) take appropriate steps to update any social or professional networking site (including but not limited to Facebook, Twitter or LinkedIn) (Networking Site) to confirm the Executive is no longer employed by the Company and shall not present or position the Executive as still being employed by or a director of his the Company or any Group Member or that you are connected with the Company or any Group Member in any way (save that the Executive may, at all times, disclose that the Executive worked for the Company, the dates of employment with the Company and the role and responsibilities undertaken in accordance with that time). 20.5 The Company may terminate the terms Employment immediately by notice in writing and conditions without any PXXXX (but without prejudice to the rights and remedies of the applicable plans Company for any breach of this agreement and to the Executive’s continuing obligations under this agreement) if the Executive shall have, without limitation: (a) committed any serious breach or repeated or continued breach of his obligations under this Agreement; or (b) been guilty of conduct tending to bring him or the Company into disrepute; or (c) become bankrupt or had an interim order made against him under the Insolvency Axx 0000 or compounded with his creditors generally; or (d) failed to perform his duties to a satisfactory standard despite prior warning of performance issues by the Company; or (e) been convicted of an offence under any statutory enactment or regulation (other than a motoring offence for which no custodial sentence Is given); or (f) during the Employment, and (D) reimbursement for committed any unreimbursed business expenses incurred breach of clauses 15,16 and/or 18. Any delay by the Executive prior to his date Company in exercising such right of termination pursuant shall not constitute a waiver thereof. 20.6 The Company reserves the right to Section 6(e) ((A)-(D) collectively, suspend the “ Accrued Amounts ”)Executive on full pay for so long as it may think fit in order to conduct any disciplinary investigation into any alleged acts or omissions by the Executive.

Termination of Employment. The employment of the Executive hereunder and the Employment Term may be terminated at any time (a) (i) In the event Fifty (50) Percent or more of the equity securities of the Company are acquired by any single person or identifiable group, as defined by the applicable rules and regulations under the Security and Exchange Act of 1934, as amended and in the further event that Executive's employment is terminated, by either the Company with Cause on written notice to or the Executive, within twelve (12) months following such event, except if such termination is by reason of "cause" (as that term is defined at paragraph 4(c) hereafter, or (ii) in the event Executive terminates his employment by reason of the uncured breach of this Agreement by Company ("cause"), then, on the termination date, Company shall pay (or issue, as the case may be) to Executive a lump sum amount equal to the aggregate of (i) accrued but unpaid salary, if any; (ii) accrued but unpaid expenses, if any; (iii) accrued but unpaid bonuses, if any; (iv) unissued warrants, if any; and (v) the total compensation which would have been paid to Executive through three full years of compensation from the date of termination. If the Executive intends to terminate his employment with the company for "cause", the "cause" shall be specified in a written notice sent by Executive to the Company, and the Company without Cause on shall be afforded thirty (30) days or longer, if reasonably required, to cure such breach, if such breach is capable of being cured. (b) In the event Fifty (50) Percent or more of the equity securities of the Company are acquired by any single person or identifiable group, as defined by the applicable rules and regulations under the Security and Exchange Act of 1934, as amended, all unvested securities and benefits attributable to the Executive will immediately vest. (c) In the event of misconduct in office by Executive in the performance of his duties hereunder (which shall hereinafter be referred to as "Termination for Cause"), Company may terminate this Agreement by giving two (2) weeks prior written notice to Executive identifying the cause of termination and specifying the effective date of such termination. If Executive ( provided that during is subjected to Termination for Cause, then such "cause" shall be specified in such notice period the Company and Executive shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on afforded thirty (30) days written notice or longer, if reasonably required, to cure such breach, if such breach is capable of being cured. If Executive is unable to cure or if terminated pursuant to the provisions of paragraph “4.(c)”, Company shall pay to Executive the aggregate of (i) accrued but unpaid expenses, if any; and (ii) the net salary compensation which notice period may be waived by would have been paid to Executive through the Company in its discretiondate of termination. Furthermore, in which case, such termination shall that event any warrants to be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 6, the Company shall be obligated to pay or provide to the Executive (or his estate, as applicable) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive issued pursuant to this Agreement, accrued up and any options granted pursuant to plans then applicable to Executive which have not then vested shall be forfeited as of the termination date. (d) The failure of Executive’s representations herein to be materially accurate shall give the Company the right to terminate Executive’s engagement. (e) In the event Executive resigns or is terminated as an employee of Company, Executive hereby agrees that his position(s) as officer and including director of the Company shall automatically end as of the date on which the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon of his resignation or termination of his employment with the Company in accordance with the terms and conditions of the applicable plans of the Company, and (D) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”)employment.

Termination of Employment. (1) The parties understand and agree that employment of the Executive hereunder and the Employment Term pursuant to this agreement may be terminated at any time in the following manner in the specified circumstances: (ia) by the Company with Cause Executive, at any time, for any reason, on the giving of 90 days' written notice to the ExecutiveEmployer. The Employer may waive such notice, (ii) in whole or in part, by the Company without Cause on thirty (30) days written notice providing a lump sum payment equivalent to the Executive ( provided that during such Executive's base salary for the balance of the notice period that remains outstanding on the Company shall not date that the Employer so exercises such waiver. For greater certainty, if the Employer chooses to waive all or part of the notice period then the maximum period for which the Employer will be required to provide work for the lump sum payment shall not exceed the outstanding balance of the 90 days' notice period referenced above, whether or not the Executive and may require that voluntarily elects to provide more than 90 days' notice of your resignation. (b) by the Employer, in its absolute discretion, without any notice or pay in lieu thereof, for cause. For the purposes of this agreement, cause includes the following: (i) any material breach of the provisions of this agreement; (ii) any conduct of the Executive not report which as judged in the sole discretion of the Employer, tends to bring himself or the Company’s offices), Employer into disrepute; (iii) the commission of an act of bankruptcy by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, Executive or compounding with his creditors generally; (iv) by conviction of the Executive with Good Reason on written notice to the Companyof a criminal offence punishable by indictment, where such cause is not prohibited by law; (v) any and all omissions, commissions or other conduct which would constitute cause at law, in addition to the specified causes. Failure by the Executive without Good Reason Employer to rely on thirty the provision of this paragraph in any given instance or instances, shall not constitute a precedent or be deemed a general waiver. (30c) days written notice to the Company (which notice period may be waived by the Company Employer in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated absolute discretion and for any reason under this Section 6, on giving the Company shall be obligated to pay Executive 12 months' advance notice in writing or provide on paying to the Executive (or his estatethe equivalent termination pay in lieu of notice to one year's fixed remuneration then in effect and a bonus amount. The bonus amount shall be equal to the bonus received for the previous year. The payments contemplated in this paragraph include all entitlement to either notice of pay in lieu of notice and severance pay if applicable, as applicable) mandated by the Province of Ontario. In the event the minimum statutory requirements as at the date of termination provide for any right or benefit in a lump sum within thirty (30) days following excess of that provided in this agreement, such statutory requirements will replace the payments contemplated under this agreement. The Executive agrees to accept the notice or pay in lieu of notice as set out in this paragraph in full and final settlement of all amounts owing to him or her by the Employer on termination, or at such other time prescribed by including any payment in lieu of notice of termination, entitlement of the Executive under any applicable plan: (A) statute and any base salary payable to rights which the Executive pursuant may have at common law, and the Executive hereby waives any claim to this Agreementany other payment or benefits from the Employer. In addition, accrued Employer agrees to maintain Executive's health and dental benefits for the 12 month period. For greater certainty the Executive shall also be entitled to a pro-rata bonus for the current year worked up to and including the date of his termination, which shall be calculated using the bonus earned in the immediately preceding year. (d) In the event the Employer experiences a change in control through the purchase of over 50% of the Employer's issued and outstanding shares by a third party, or corporate reorganization having the same effect, and notice of termination is given by the Employer within 12 months thereafter, then the initial termination pay stipulated in paragraph 10(c) above shall be increased to 24 months' equivalent termination pay in lieu of notice, and stock options with vesting provisions will vest immediately. (2) The parties understand and agree that the giving of notice or the payment of pay in lieu of notice by the Employer to the Executive on which termination of the Executive’s 's employment terminatesshall not prevent the Employer from alleging cause for the termination. (3) For greater certainty, the Executive's employment shall be deemed to have been terminated by the Employer if the Employer breaches a material provision of this agreement, whereupon the provisions of Section 10 shall apply. (B4) any earned but unpaid annual bonus, (C) any employee benefits to which On termination of employment the Executive shall immediately resign all offices held (including directorships) in the company and save as provided in this agreement, the Executive shall not be entitled to receive any severance payment or compensation for loss of office or otherwise by reason of the resignation. If the Executive fails to resign as mentioned the Employer is entitled irrevocably authorized to appoint some person in his or her name and on the Executive's behalf to sign any documents or do any things necessary or requisite to give effect to it. Concurrently upon receipt of the termination payment, Executive shall execute and deliver a full release in favour of his employment the Employer. Employer will provide Executive with relocation counselling, consistent with the Company in accordance with the terms and conditions of the applicable plans of the Company, and (D) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”)Executive's seniority.

Termination of Employment. The employment of (a) Subject to its payment obligations under this Section and Section 5 or 6, if applicable, the Executive hereunder Bancorp and the Employment Term Bank may be terminated terminate the Executive’s employment with the Bancorp and the Bank and this Agreement at any time (i) by the Company time, with Cause on written notice to the Executive, (ii) by the Company or without Cause on (as defined in subsection (b) below), by providing at least thirty (30) days prior written notice (with the exception of a termination for Cause, for which no prior written notice is required) setting forth the provision of the Agreement under which the Bancorp and the Bank intend to the Executive ( provided that during such notice period the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to terminate the Executive’s Disability (as hereinafter defined) on written employment and that satisfies any additional specific notice to provisions under such provision. The Executive may voluntarily terminate his employment with the ExecutiveBancorp and the Bank and this Agreement at any time, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive or without Good Reason on (as defined in subsection (c) below), by providing at least thirty (30) days prior written notice to the Company (Bancorp and the Bank setting forth the provision of the Agreement under which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due intends to the expiration of the Employment Term pursuant to Section 3. If terminate the Executive’s employment is terminated for and that satisfies any reason additional specific notice provisions under such provision. Upon termination of the Executive’s employment and this Section 6Agreement during the Term, the Company Executive shall be obligated to pay or provide entitled to the Executive (following in addition to any benefits payable under Section 5 or his estate6 of this Agreement, as applicable, and shall have no further rights to any compensation or any other benefits from the Employer: (i) Any earned but unpaid Base Salary through the effective date of the Executive’s termination of employment with the Employer (the “Termination Date”), paid in a lump sum accordance with Section 3(a). (ii) Provided that the Executive applies for reimbursement in accordance with the Bank’s established reimbursement policies (within the period required by such policies but under no circumstances less than thirty (30) days following after his Termination Date), the Bank shall pay the Executive any reimbursements to which he is entitled under such termination, or at such policies. (iii) Any benefits (other time prescribed by any applicable plan: (Athan severance) any base salary payable to the Executive pursuant under any of the Bank’s incentive compensation or employee benefit plans or programs shall be payable in accordance with the provisions of those plans or programs. (iv) All rights to this Agreement, accrued up to indemnification and including the date on which directors and officers liability insurance provided under Section 3(g). Upon termination of the Executive’s employment terminateshereunder for any reason, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his employment with shall be deemed to have resigned from all positions that the Company in accordance with the terms and conditions Executive holds as an officer of the applicable plans Bancorp or the Bank or of any other affiliate. (b) For purposes of this Agreement, “Cause” means the occurrence of any of the Company, and (D) reimbursement for any unreimbursed business expenses incurred by following during the Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”).Term:

Termination of Employment. The employment of the Executive hereunder and the Employment Term may be terminated at any time (i) by the Company with Cause on written notice to the Executive, (ii) by the Company without Cause on thirty (30) days written notice to the Executive ( provided that during such notice period the Company shall not be required to provide work for the Executive and may require that the Executive not report to the CompanyEmployee’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 6, the Company shall be obligated to pay or provide to the Executive (or his estate, as applicable) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to and including the date on which the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his employment with the Company will end on the Separation Date. The Employee acknowledges and agrees that, other than as provided in accordance Section 2 of this Agreement, the Company has met all of its obligations under the Employment Agreement and all agreements with the terms Employee governing his employment and/or compensation or benefits through the date of execution of this Agreement. The Employee acknowledges and conditions admits that he has been paid all wages, bonuses, accrued benefits and other amounts earned and due to him through the date of execution of this Agreement, other than as provided in Section 2. Accordingly, except as provided in Section 2 of this Agreement, the Company owes no additional amounts to the Employee for wages, commissions, back pay, severance pay, bonuses, accrued vacation, benefits, insurance, sick leave, other leave, reimbursement of expenses, or any other reason. The Employee acknowledges and agrees as follows: (i) effective as of the applicable plans Separation Date, he has resigned as an employee of the Company voluntarily; (ii) effective as of the Separation Date, he has resigned as an officer of the Company and as an officer and director of all of the Company’s affiliates of which he is an officer and/or director, pursuant to a resignation document in substantially the form of Exhibit A attached hereto; (iii) except as provided in Section 2 of this Agreement, all payments of compensation by the Company to the Employee under the Employment Agreement will terminate on the Separation Date; and (Div) reimbursement for except as provided in Section 2 of this Agreement, he is not entitled to any unreimbursed business expenses incurred by severance, compensation or other benefit contemplated or described in the Executive prior to his date of termination pursuant to Section 6(eEmployment Agreement, that certain Restricted Stock Agreement dated May 5, 2006 (the “RSA”) ((A)-(D) collectively, or the “ Accrued Amounts ”)Company’s policies.

Termination of Employment. (a) The parties understand and agree that this Agreement and the Executive's employment hereunder may be terminated in the following manner in the specified circumstances: (i) The Executive's employment hereunder shall automatically terminate upon the death of the Executive. (ii) By Xxxxxxx, if, as a result of the Executive's incapacity due to physical or mental illness which is expected to be of more than a brief duration, the Executive has been unable to perform the essential functions of her job for one hundred eighty (180) days (whether or not consecutive) during any period of eighteen (18) consecutive months ("Disability"), and no reasonable accommodation can be made that will allow Executive to perform the essential functions of her position with Xxxxxxx. Upon such termination, the Executive shall be entitled to the same severance benefits and payments described in Subsection (v) or (vi), as applicable, as if such termination was a termination by Xxxxxxx without Cause. (iii) By the Executive, at any time, for any reason. Xxxxxxx may waive notice required by Section (d) of this Article 6, in whole or in part, upon immediate payment to the Executive of the Executive's Base Salary for such portion of notice period as is waived by Xxxxxxx. If such termination is for Good Reason, then unless the provisions of Subsection (vi) apply, the Executive shall be entitled to the same payments and benefits as provided in Subsection (v) for terminations by Xxxxxxx without Cause. If such termination is for any other reason, Xxxxxxx shall pay to the Executive the Accrued Obligations. (iv) By Xxxxxxx, in its absolute discretion, without any pay in lieu of notice, for Cause. Upon such termination, Xxxxxxx shall pay to the Executive the Accrued Obligations. (v) By Xxxxxxx, in its absolute discretion and for any reason, without Cause. Upon such termination, unless the provisions of Subsection (vi) hereof apply, Xxxxxxx shall (A) continue to pay the Executive her Base Salary in effect at the time of such termination for a period of twenty-four (24) months following such termination, (B) pay the Executive a monthly amount equal to one-twelfth of the Executive's Target Bonus in effect at the time of Executive's termination of employment for a period of twenty-four (24) months following such termination, (C) continue to provide the Executive term life insurance for a period of twenty-four (24) months after termination, or, if such benefits cannot be provided by Xxxxxxx, Xxxxxxx shall pay to the Executive an equivalent lump sum cash amount in lieu of such benefits, (D) continue to provide the Executive (and her eligible dependents) with the opportunity to continue to participate in its group medical and dental benefits (with such continuation being counted towards any required COBRA continuation period), at the Executive's sole expense based on COBRA rates charged from time to time; provided, however, that Xxxxxxx shall pay to the Executive over the twenty-four (24) month period an amount equal to the full COBRA cost of such coverage, and (E) pay to the Executive the Accrued Obligations. Notwithstanding the foregoing, if the Executive is a "specified employee" within the meaning of Code Section 409A at the Date of Termination, then (I) the total amount which would have been payable to the Executive over the twenty-four (24) month period pursuant to this Subsection (v) shall instead be paid to the Executive in equal monthly amounts over the period commencing on the Date of Termination and ending no later than the first day of the third month following the later of (X) the calendar year in which the Date of Termination occurred and (Y) the fiscal year of Xxxxxxx in which the Date of Termination occurred, if such payments would not be subject to Code Section 409A, or (II) if the payments specified in Clause (I) would be subject to Code Section 409A, then such payments shall be paid in the manner set forth above without regard to Clause (I) hereof, but payments which would otherwise have been made during the first six (6) months following the Date of Termination, shall be withheld and paid to the Executive during the seventh month following the Date of Termination, increased for interest as provided in Section (b) hereof. (vi) In the event that during the two (2) year period commencing on the date of a Change in Control, Xxxxxxx terminates the Executive's employment without Cause or the Executive terminates employment for Good Reason, Xxxxxxx shall pay to the Executive the amounts described in Annex A within five (5) business days after the Date of Termination and shall provide to the Executive the benefits described on Annex A for the periods described therein. Notwithstanding the foregoing, in the event that the Executive is at the Date of Termination a "specified employee" within the meaning of Code Section 409A, payment to the Executive shall be made within five (5) days following the expiration of six (6) months from the Date of Termination, and not before such six (6) month period, if necessary to avoid adverse tax consequences to the Executive under Code Section 409A. (b) Without limiting the rights of the Executive hereunder at law or in equity, in the event it is determined that Xxxxxxx fails to make any payment or provide any benefit required to be made or provided under Section (a) hereof on a timely basis, Xxxxxxx shall pay interest on the amount or value thereof at an annualized rate of interest equal to the so-called composite "prime rate" as quoted from time to time during the relevant period in The Wall Street Journal. Any change in such prime rate shall be effective on and as of the Employment Term date of such change. In addition, if any payment described in Subsection (v) or (vi) of Section (a) hereof by Xxxxxxx subjects the Executive to the excise tax under Code Section 409A on such payment, Xxxxxxx shall pay on the Executive's behalf to the applicable taxing authorities, an amount which, after payment of all state, local and federal income and employment taxes which may be terminated due on such payment (calculated at any time the highest marginal rates), is equal to the excise tax under Code Section 409A which arose as a result of Xxxxxxx'x delay or acceleration in making such payment. (ic) In order to receive the entitlement under Subsection (vi) of Section (a) hereof, or Clauses (A), (B) and (C) of Subsection (v) of Section (a) hereof (whether such termination is by the Company with Cause on written notice to the ExecutiveExecutive for Good Reason or by Xxxxxxx without Cause), (ii) by the Company without Cause on thirty (30) days written notice to the Executive ( provided that during must undertake to sign a release in a form satisfactory to Xxxxxxx, fully releasing Xxxxxxx from further claims upon payment of the amounts stipulated herein and must not revoke such notice period release. However, the Company form of release shall not be required to provide work for the Executive and may require that the Executive not report to give up any rights of indemnity which the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iv) Executive may have had against Xxxxxxx for acts carried out by the Executive with Good Reason on written notice in the ordinary course of Xxxxxxx'x business, nor shall it require the release of the benefits under this Agreement due to or after the Company, Executive's termination of employment. Xxxxxxx may withhold payment of such amount until the period during which the Executive may revoke such waiver (vnormally seven (7) days) has elapsed. (d) Any purported termination of the Executive's employment by Xxxxxxx or by the Executive without Good Reason on thirty (30) days shall be communicated by written notice Notice of Termination to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 6, the Company shall be obligated to pay or provide to the Executive (or his estate, as applicable) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to and including the date on which the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his employment with the Company party hereto in accordance with Article 15. "Notice of Termination" shall mean a notice that shall indicate the terms specific termination provision in this Agreement relied upon and conditions shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the applicable plans of Executive's employment under the Company, and (D) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”)provision so indicated.

Termination of Employment. The employment 6.1 Prior to the Termination Date, this Agreement and all the rights and obligations of the Executive hereunder and the Employment Term may be terminated at any time parties hereto shall terminate immediately: (i) by in the event of the Employee’s death; or (ii) if the Company with Cause on ceases to conduct business. 6.2 Prior to the Termination Date, the Company may, upon written notice to the ExecutiveEmployee, immediately thereafter terminate the Employee’s employment for proper cause, pursuant to the grounds set forth herein (“For Cause”), and in the event of such For Cause termination, the Employee shall not be entitled to any Compensation or Lump Sum Severance Package Compensation as hereinafter defined following the date set forth on the written notification of such For Cause termination, other than options that are fully vested as of the date of the For Cause termination. The grounds for For Cause termination are the occurrence of any of the following: (i) indictment of Employee on felony charges; (ii) by Employee’s engagement in illegal business practices in connection with the Company’s business; (iii) Employee’s intentional and material misappropriation of the Company’s assets; (iv) the Employee’s breach of: Company policies; this Agreement; the Covenant Not To Compete Agreement attached hereto as Exhibit “C”; the Confidentiality/Waiver of Interest Agreement attached hereto as Exhibit “D”. With respect to a For Cause termination under (iv), the written notice will provide the Employee 10 days within which to cure the breach (“Cure Period”), and if it is not cured within that period, the For Cause termination will become immediately effective. With regard to the Covenant Not to Compete Agreement attached as Exhibit “C” and the Confidentiality/Waiver of Interest Agreement attached as Exhibit “D”, the Cure Period will run concurrently with (and not be in addition to) the Mediation Period as defined in Exhibits “C” and “D”. 6.3 Prior to the Termination Date, the Company without Cause on thirty (30) may, upon 30 days written notice to the Executive ( provided that during Employee, immediately thereafter terminate the Employee’s employment without cause (For Cause being limited to the grounds set forth in Paragraph 6.2 herein above). In the event of such notice period without cause termination, after the initial 3 months of employment with the Company, the Company shall for a period of 90 days following the date of such termination ( the “Severance Payment Period”)pay to Employee severance compensation consisting of the Compensation and Benefits (as set forth on Exhibit “B”) which would have been due and payable to Employee under this agreement had Employees employment not been terminated without cause (“Severance Package Compensation”). In the event of a termination without cause, which occurs after the initial 12 months of employment by Employee under this Agreement, the Severance Package Compensation shall be required increased to provide work equal the compensation and Benefits which would have been paid to Employee for 180 days (i.e., the Executive Severance Payment Period is increased from 90 days to 180 days). In the event of termination without cause during the initial 3 months of employment by Employee under this Agreement, no Severance Package Compensation or other severance payment of any description shall be due as a result of such termination. The Severance Package Compensation shall be paid during the Severance Payment Period at the same intervals as the Compensation and may require that Benefits would have been paid had the Executive employment not report been terminated. The Severance Package Compensation shall constitute the only compensation due to Employee as the Company’s offices), (iii) result of termination of employment without cause and the Company shall have no additional liability to Employees as a result of such termination of employment without cause. Termination of Employment by the Company due for disability of Employee shall be deemed termination without cause. 6.4 Prior to the Executive’s Disability Termination Date, in the event that (1)there shall be a Change in Control (as hereinafter defineddefined below) on written notice to in the ExecutiveCompany or (2) the scope of Employee's duties with the Company shall significantly change, (iv) by the Executive with Good Reason on written notice to the CompanyEmployee may, (v) by the Executive without Good Reason on thirty (30) upon 30 days written notice to the Company given within 30 days of the change set forth in (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi1) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii2) due to the expiration of the Employment Term pursuant to Section 3. If the Executiveabove, terminate Employee’s employment is terminated for any reason under this Section 6, the Company shall be obligated to pay or provide to the Executive (or his estate, as applicable) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to and including the date on which the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his employment with the Company in accordance with the terms and conditions of the applicable plans of the Company, and (D) reimbursement for in such event, Employee shall not be entitled to any unreimbursed business expenses incurred by compensation following the Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectivelysuch termination, other than options. Any un vested options shall fully vest as of the “ Accrued Amounts ”)date of the termination.

Termination of Employment. The Company may terminate the Executive’s employment of the Executive hereunder and for any reason (including due to a Non-Renewal) during the Employment Term may be terminated at any time (i) by the Company with Cause on written notice to the Executive, (ii) by the Company without Cause on thirty (30) days Period upon not less than 15 days’ written notice to the Executive ( provided that during such notice period (other than in the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) event of a termination by the Company for Cause), and the Executive may voluntarily terminate his employment hereunder for any reason (including due to a Non-Renewal) during the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days Employment Period upon not less than 15 days’ written notice to the Company (which subject to the longer notice period may be waived requirements in connection with a termination of employment by the Company Executive for Good Reason as set forth in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the ExecutiveSection 3.2(b)(iv), ) (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 6, the Company shall be obligated to pay or provide to the Executive (or his estate, as applicable) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to and including the date on which the Executive’s employment terminates, (B) terminates for any earned but unpaid annual bonus, (C) any employee benefits reason is herein referred to which as the Executive is entitled upon “Termination Date”). Upon the termination of his the Executive’s employment with the Company for any reason, the Executive shall be entitled to (a) payment of any Base Salary earned but unpaid through the Termination Date, (b) earned but unpaid Annual Bonus for any fiscal year completed prior to the Termination Date (payable in the ordinary course pursuant to Section 2.2), (c) unused vacation days paid out at the per-business-day Base Salary rate, (d) vested benefits (if any) in accordance with the applicable terms and conditions of the applicable plans of the Company, Company arrangements and (De) reimbursement for any unreimbursed business expenses incurred in accordance with Section 2.4 hereof (collectively, the “Accrued Amounts”); provided, however, that if the Executive’s employment hereunder is terminated by the Executive prior to his date of termination Company for Cause, then any Annual Bonus earned pursuant to Section 6(e) ((A)-(D) collectively2.2 in respect of a prior fiscal year, but not yet paid or due to be paid, shall be forfeited. For all purposes under this Employment Agreement and any agreement related to stock or stock options purchased by or granted to the “ Accrued Amounts ”)Executive, a termination of the Executive’s employment upon expiration of the Employment Period following a notice provided by the Company pursuant to Section 1.1 shall be treated as a termination by the Company other than for Cause.

Termination of Employment. The (a) If the Grantee is a party to an employment agreement (an “Employment Agreement”) with the Company or its Affiliates, including but not limited to Inter-American Management LLC (the “Manager”), and Gxxxxxx’s employment is terminated, the provisions of Sections 4(b) through 4(d) hereof shall exclusively govern the treatment of the Executive hereunder and Grantee’s Award LTIP Units and, if earned, Earned LTIP Units hereunder. Any Employment Agreement shall be deemed to be amended by this Agreement to the extent required to apply its terms consistently with this Section 4, such that, by way of illustration, any provisions of the Employment Term may Agreement with respect to accelerated vesting or payout or the lapse of forfeiture restrictions relating to the Grantee’s incentive or other compensation awards in the event of certain types of terminations of the Grantee’s service relationship with the Company and its Affiliates (such as, for example, termination at the end of the term, termination without Cause by the Company and its Affiliates or termination for Good Reason by the Grantee, as those terms are defined in such Employment Agreement) shall not be terminated at interpreted as requiring that any time calculations set forth in Section 3 hereof be performed or vesting occur with respect to this Award other than as specifically provided in this Section 4. (ib) In the event of a termination of the Grantee’s employment (A) without Cause, (B) by the Company with Cause on written notice to the ExecutiveGrantee for Good Reason, (iiC) by as a result of the Company without Cause on thirty (30) days written notice to the Executive ( provided that during such notice period the Company shall not be required to provide work for the Executive and may require that the Executive not report to the CompanyGrantee’s offices)death, (iiiD) by as a result of the Company due to the ExecutiveGrantee’s Disability (as hereinafter defined) on written notice to defined in the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the ExecutiveEmployment Agreement), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (viiE) due as a result of the Grantee’s Retirement (as defined below), in each case prior to the expiration Valuation Date (each, a “Qualified Termination”), the Grantee will not forfeit the Award LTIP Units upon such termination, and instead the following provisions of this Section 4(b) shall be applied to determine the number of Earned LTIP Units the Grantee shall be entitled receive: (i) the calculations provided in Section 3(d) hereof shall be performed as of the Employment Term Valuation Date as if the Qualified Termination had not occurred; (ii) the number of Earned LTIP Units calculated pursuant to Section 3. If 3(d) shall be multiplied by the ExecutivePartial Service Factor (with the resulting number being rounded to the nearest whole LTIP Unit or, in the case of 0.5 of a unit, up to the next whole unit), and such adjusted number of LTIP Units shall be deemed the Grantee’s employment is terminated Earned LTIP Units for any reason all purposes under this Section 6, Agreement; and (iii) the Company shall be obligated to pay or provide to the Executive (or his estate, Grantee’s Earned LTIP Units as applicable) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to and including the date on which the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his employment with the Company in accordance with the terms and conditions of the applicable plans of the Company, and (D) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of termination adjusted pursuant to Section 6(e4(b)(ii) ((A)-(Dabove shall no longer be subject to forfeiture pursuant to Section 3(e) collectivelyhereof; provided that, notwithstanding that no Continuous Service requirement pursuant to Section 3(e) hereof will apply to the Grantee after the effective date of a Qualified Termination, except in the case of Death or Disability, the “ Accrued Amounts ”)Grantee will not have the right to transfer his or her Earned LTIP Units or request redemption of his or her Common Units under the Partnership Agreement until such dates as of which his or her Earned LTIP Units, as adjusted pursuant to Section 4(b)(ii) above, would have become vested pursuant to Section 3(e) absent a Qualified Termination. For the avoidance of doubt, the purpose of this Section 4(b)(iii) is to prevent a situation where the Grantee who has had a Qualified Termination would be able to realize the value of his or her LTIP Units or Common Units (through transfer or redemption) before other grantees whose Continuous Service continues through the applicable vesting dates set forth in Section 3(e) hereof.

Termination of Employment. The Company may terminate the Executive’s employment of the Executive hereunder and for any reason (including due to a Non-Renewal) during the Employment Term may be terminated at any time (i) by the Company with Cause on written notice to the Executive, (ii) by the Company without Cause on thirty (30) days Period upon not less than 15 days’ written notice to the Executive ( provided that during such notice period (other than in the Company shall not be required to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) event of a termination by the Company for Cause), and the Executive may voluntarily terminate his employment hereunder for any reason (including due to a Non-Renewal) during the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days Employment Period upon not less than 15 days’ written notice to the Company (which subject, in each case, to the longer notice period may be waived requirements in connection with a termination of employment by the Company Executive for Good Reason as set forth in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the ExecutiveSection 3.2(b)(iv), ) (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 6, the Company shall be obligated to pay or provide to the Executive (or his estate, as applicable) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to and including the date on which the Executive’s employment terminates, (B) terminates for any earned but unpaid annual bonus, (C) any employee benefits reason is herein referred to which as the Executive is entitled upon “Termination Date”). Upon the termination of his the Executive’s employment with the Company for any reason, the Executive shall be entitled to (a) payment of any Base Salary earned but unpaid through the Termination Date, (b) earned but unpaid Annual Bonus for any fiscal year completed prior to the Termination Date (payable in the ordinary course pursuant to Section 2.2), (c) unused vacation days paid out at the per-business-day Base Salary rate, (d) vested benefits (if any) in accordance with the applicable terms and conditions of the applicable plans of the Company, Company arrangements and (De) reimbursement for any unreimbursed business expenses incurred in accordance with Section 2.5 hereof (collectively, the “Accrued Amounts”); provided, however, that if the Executive’s employment hereunder is terminated by the Executive prior to his date of termination Company for Cause, then any Annual Bonus earned pursuant to Section 6(e) ((A)-(D) collectively2.2 in respect of a prior fiscal year, but not yet paid or due to be paid, shall be forfeited. For all purposes under this Employment Agreement and any agreement related to stock or stock options purchased by or granted to the “ Accrued Amounts ”)Executive, a termination of the Executive’s employment upon expiration of the Employment Period following a notice provided by the Company pursuant to Section 1.1 shall be treated as a termination by the Company other than for Cause.

Termination of Employment. The employment of (a) Subject to its payment obligations under this Section and Section 5 or 6, if applicable, the Executive hereunder Company and the Employment Term Bank may be terminated terminate the Executive’s employment with the Company and the Bank and this Agreement at any time (i) by the Company time, with Cause on written notice to the Executive, (ii) by the Company or without Cause on (as defined in subsection (b) below), by providing at least thirty (30) days prior written notice to (with the Executive ( provided that during such exception of a termination for Cause, for which no prior written notice period is required) setting forth the provision of the Agreement under which the Company shall not be required and the Bank intend to provide work for the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to terminate the Executive’s Disability (as hereinafter defined) on written employment and that satisfies any additional specific notice to provisions under such provision. The Executive may voluntarily terminate his employment with the ExecutiveCompany and the Bank and this Agreement at any time, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive or without Good Reason on (as defined in subsection (c) below), by providing at least thirty (30) days prior written notice to the Company (and the Bank setting forth the provision of the Agreement under which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due intends to the expiration of the Employment Term pursuant to Section 3. If terminate the Executive’s employment is terminated for and that satisfies any reason additional specific notice provisions under such provision. Upon termination of the Executive’s employment and this Section 6Agreement during the Term, the Company Executive shall be obligated to pay or provide entitled to the Executive (following in addition to any benefits payable under Section 5 or his estate6, as applicable, and shall have no further rights to any compensation or any other benefits from the Company or the Bank or any other affiliate of the Company: (i) Any earned but unpaid Base Salary through the effective date of the Executive’s termination of employment with the Company and the Bank (the “Termination Date”), paid in a lump sum accordance with Section 3(a). (ii) Provided that the Executive applies for reimbursement in accordance with the Bank’s established reimbursement policies (within the period required by such policies but under no circumstances later than thirty (30) days following after his Termination Date), the Bank shall pay the Executive any reimbursements to which he is entitled under such termination, or at such policies. (iii) Any benefits (other time prescribed by any applicable plan: (Athan severance) any base salary payable to the Executive pursuant under any of the Bank’s incentive compensation or employee benefit plans or programs shall be payable in accordance with the provisions of those plans or programs. (iv) All rights to this Agreement, accrued up to indemnification and including the date on which directors and officers liability insurance provided under Section 3(h). Upon termination of the Executive’s employment terminateshereunder for any reason, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination shall be deemed to have resigned from all positions that the Executive holds as an officer or member of his employment with the board of directors of the Company in accordance with or the terms and conditions Bank or of the applicable plans any other affiliate of the Company. (b) For purposes of this Agreement, and (D) reimbursement for “Cause” means the occurrence of any unreimbursed business expenses incurred by of the Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectively, following during the “ Accrued Amounts ”).Term:

Termination of Employment. (a) The option granted pursuant to this Agreement shall terminate immediately upon the termination of Employee’s employment by the Company or any subsidiary for “cause” as that term is defined in the Plan unless Employee is a party to an employment (or similar) agreement with the Company or any subsidiary that defines the word “cause,” in which case such definition shall apply for purposes of this Agreement. If Employee’s employment is terminated by the Company prior to December 13, 2012 other than for cause, then this option shall automatically become fully and immediately vested and exercisable. If, prior to December 13, 2012, Executive’s employment ends as a result of his death or disability, then a pro rata portion of the Executive hereunder award shall vest as follows: for each monthly period ending on or after the 13th day of each calendar month after December 2011 and prior to December 13, 2012, 1/12th of the Employment Term award shall vest. As an example, if termination based upon Executive’s death or disability occurred on April 14, 2012, then 1/3rd (i.e., 4/12ths) of the award would vest; if such termination occurred on April 12, 2012, 1/4th (i.e., 3/12ths) would vest. The vested portion of the option granted pursuant to this Agreement may be terminated exercised, at whole or in part, and from time to time, at any time (i) by prior to July 1, 2016, so long as Employee’s employment with the Company with Cause on written notice has not been terminated for cause. Notwithstanding the above, subject to the Executiveprovisions of Section 16 hereof, (ii) by the Company without Cause on thirty (30) days written notice may terminate and cancel the option granted pursuant to this Agreement during the period referred to in the preceding sentence if the Company’s Board of Directors or the Committee has determined that Employee has, before or after the termination of his employment, materially breached the terms of any agreement between Employee and the Company, including any employment, confidentiality, or nonsolicit agreement, violated in a material way any Company policy or engaged in any other act that can be reasonably expected to cause substantial economic or reputational injury to the Executive ( provided that during Company, such notice period determination defined as the “Exercise Termination Determination”. The option granted pursuant to this Agreement (or any portion thereof) which is not exercisable on the date of termination of Employee’s employment with the Company shall not be required to provide work for exercisable thereafter without the Executive and may require that the Executive not report to the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective immediately upon the Company’s receipt consent of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 6, the Company shall be obligated to pay or provide to the Executive (or his estate, as applicable) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to and including the date on which the Executive’s employment terminates, (B) any earned but unpaid annual bonus, (C) any employee benefits to which the Executive is entitled upon termination of his employment with the Company in accordance with the terms and conditions of the applicable plans of the Company, and (D) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”).the

Termination of Employment. The employment of the Executive hereunder and the Employment Term may be terminated at any time (a) (i) In the event Fifty (50) Percent or more of the equity securities or all or substantially all of the assets of the Company are acquired by any single person or identifiable group, as defined by the applicable rules and regulations under the Security and Exchange Act of 1934, as amended and in the further event that Executive’s employment is terminated, by either the Company or the Executive, within twelve (12) months following such event, except if such termination is by reason of “cause” (as that term is defined at paragraph 4(c) hereafter, or (ii) in the event Executive terminates his employment by reason of the uncured breach of this Agreement by Company (“cause”), then, on the termination date, Company shall pay (or issue, as the case may be) to Executive a lump sum amount equal to the aggregate of (i) accrued but unpaid salary, if any; (ii) accrued but unpaid expenses, if any; (iii) accrued but unpaid bonuses, if any; (iv) unissued warrants, if any; and (v) the total compensation which would have been paid to Executive through five full years of compensation from the date of termination. Additionally, as of the termination date, Executive’s rights to exercise his warrants, (if any) and/or stock option to the full extent of the shares covered thereby (if said rights had not otherwise matured or vested), shall forthwith mature and vest and Executive shall have the right to exercise his rights under any such securities. If the Executive intends to terminate his employment with Cause on the company for “cause”, he “cause” shall be specified in a written notice sent by Executive to the Company, and the Company shall be afforded fifteen (15) days or longer, if reasonably required, to cure such breach, if such breach is capable of being cured. (b) In the event Fifty (50) Percent or more of the equity securities or all or substantially all of the assets of the Company are acquired by any single person or identifiable group, as defined by the applicable rules and regulations under the Security and Exchange Act of 1934, as amended, all unvested securities and benefits attributable to the Executive will immediately vest. In addition, with respect to any securities of the Company or rights to securities in the Company vesting in Executive as a result of this Article 4, the Company shall advise Executive by written notice at least four weeks prior to the Company’s filing of one or more registration statements under the Securities Act of 1933, as amended (or any successor form covering securities) to be offered and sold to the public generally, and shall, upon request of Executive, include in any such registration statement such securities of Executive as he/she may request. The foregoing shall include common stock of the Company to which Executive may be entitled by way of his/her exercise of any stock options and/or the exercise of warrants. (c) In the event of misconduct in office by Executive in the performance of his/her duties hereunder (which shall hereinafter be referred to as “Termination for Cause”), Company may terminate this Agreement by giving two (2) weeks prior written notice to Executive identifying the Executivecause of termination and specifying the effective date of such termination. If Executive is subjected to Termination for Cause, (ii) by the Company without Cause on then such “cause” shall be specified in such notice and Executive shall be afforded thirty (30) days written notice or longer, if reasonably required, to cure such breach, if such breach is capable of being cured. If Executive is unable to cure or if terminated pursuant to the Executive ( provided that during such notice period the provisions of paragraph “4. (c)”, Company shall not be required pay to provide work for Executive the aggregate of (i) accrued but unpaid expenses, if any; and (ii) the net salary compensation which would have been paid to Executive and may require that through the Executive not report to the Company’s offices), (iii) by the Company due to the Executive’s Disability (as hereinafter defined) on written notice to the Executive, (iv) by the Executive with Good Reason on written notice to the Company, (v) by the Executive without Good Reason on thirty (30) days written notice to the Company (which notice period may be waived by the Company in its discretiondate of termination. Furthermore, in which case, such termination shall that event any warrants to be effective immediately upon the Company’s receipt of notice thereof from the Executive), (vi) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death, or (vii) due to the expiration of the Employment Term pursuant to Section 3. If the Executive’s employment is terminated for any reason under this Section 6, the Company shall be obligated to pay or provide to the Executive (or his estate, as applicable) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan: (A) any base salary payable to the Executive issued pursuant to this Agreement, accrued up and any options granted pursuant to plans then applicable to Executive which have not then vested shall be forfeited as of the termination date. (d) The failure of Executive’s representations herein to be materially accurate shall give the Company the right to terminate Executive’s engagement. (e) In the event Executive resigns or is terminated as an employee of Company, Executive hereby agrees that his position(s) as officer and including director of the Company shall automatically end as of the date on which of his resignation or termination of employment. EXECUTIVE REPRESENTATIONS Executive represents and warrants to the Company that: (a) He/She has full right, power and authority to enter into this Agreement and perform the services and directions given to him/her by the Company’s Chief Executive Officer and its Board of Directors, consistent with Executive’s employment terminatesposition of Chief Financial Officer, free of any further obligation to any prior employer. (Bb) The Executive is not subject to the restrictions of any earned but unpaid annual bonus, (C) any employee benefits to which restrictive covenants entered into between or among the Executive is entitled upon termination of his employment with the Company in accordance with the terms and conditions of the applicable plans of the Company, and (D) reimbursement for any unreimbursed business expenses incurred by the Executive other prior to his date of termination pursuant to Section 6(e) ((A)-(D) collectively, the “ Accrued Amounts ”employer(s).