Common use of Termination Payments and Benefits Clause in Contracts

Termination Payments and Benefits. If during a Change in Control Period, as defined in Section 8, the Employment Period of the Executive shall terminate other than by reason of a Nonqualifying Termination, as defined in Section 8, then the Company shall pay or provide to the Executive (or his executor, administrator or other legal representative, as the case may be) within 30 days following the Termination Date, as compensation for services rendered to the Company and in lieu of any severance amounts which otherwise would be payable to the Executive, the following amounts: (i) the Company shall pay to the Executive a lump sum cash amount equal to the sum of (A) the Executive's Base Compensation, accrued vacation pay and reimbursable expenses incurred through the Termination Date, in each case to the extent not theretofore paid, (B) the Executive's annual bonus in an amount equal to the annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus payable to the Executive by the Company for the fiscal year in which the Termination Date occurs (determined at the higher of the target or actual level of performance for such year), multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the termination occurs prior to the Termination Date and the denominator of which is 365 or 366, as applicable, (C) three times the Executive's highest annual rate of Base Compensation during the three full fiscal years prior to the Termination Date, (D) three times the greater of (I) the Executive's highest annual bonus payable during the three full fiscal years prior to the Termination Date and (II) the target bonus payable for the year in which the Termination Date occurs and (E) all accruals under the Zenith Electronics Corporation Supplemental Salaried Profit Sharing Retirement Plan; (ii) for a period of three years commencing on the Termination Date, or until such earlier date on which the Executive becomes covered under similar plans maintained by a subsequent employer, the Company shall continue to provide the Executive and his dependents with coverage, or shall provide substantially equivalent coverage, under all welfare benefit plans or arrangements (including group medical and dental, health and accident, long-term disability, short-term disability, group life insurance and executive insurance programs) with the same level of coverage, upon the same terms and otherwise to the same extent as such plans or arrangements shall have been in effect immediately prior to the Termination Date or, if more favorable to the Executive, as provided generally with respect to other peer executives of the Company. If the Company cannot provide such continued coverage or substantially equivalent coverage, the Company shall pay the Executive a lump sum cash amount equal to the present value of such coverage; and (iii) the Company shall provide outplacement services appropriate for the Executive in accordance with industry standards (which shall not exceed 15% of the Executive's Base Compensation).

Termination Payments and Benefits. If during a Change in Control Period, as defined in Section 8, the Employment Period of the Executive shall terminate other than by reason of a Nonqualifying Termination, as defined in Section 8, then the Company shall pay or provide to the Executive (or his executor, administrator or other legal representative, as the case may be) within 30 days following the Termination Date, as compensation for services rendered to the Company and in lieu of any severance amounts which otherwise would be payable to the Executive, the following amounts: (i) the Company shall pay to the Executive a lump sum cash amount equal to the sum of (A) the Executive's Base Compensation, accrued vacation pay and reimbursable expenses incurred through the Termination Date, in each case to the extent not theretofore paid, (B) the Executive's annual bonus in an amount equal to the annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus payable to the Executive by the Company for the fiscal year in which the Termination Date occurs (determined at the higher of the target or actual level of performance for such year), multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the termination occurs prior to the Termination Date and the denominator of which is 365 or 366, as applicable, (C) three times the Executive's highest annual rate of Base Compensation during the three full fiscal years prior to the Termination Date, (D) three times the greater of (I) the Executive's highest annual bonus payable during the three full fiscal years prior to the Termination Date and (II) the target bonus payable for the year in which the Termination Date occurs and (E) all accruals under the Zenith Electronics Corporation Supplemental Salaried Profit Sharing Retirement Plan; ; (ii) for a period of three years commencing on the Termination Date, or until such earlier date on which the Executive becomes covered under similar plans maintained by a subsequent employer, the Company shall continue to provide the Executive and his dependents with coverage, or shall provide substantially equivalent coverage, under all welfare benefit plans or arrangements (including group medical and dental, health and accident, long-term disability, short-term disability, group life insurance and executive insurance programs) with the same level of coverage, upon the same terms and otherwise to the same extent as such plans or arrangements shall have been in effect immediately prior to the Termination Date or, if more favorable to the Executive, as provided generally with respect to other peer executives of the Company. If the Company cannot provide such continued coverage or substantially equivalent coverage, the Company shall pay the Executive a lump sum cash amount equal to the present value of such coverage; and (iii) the Company shall provide outplacement services appropriate for the Executive in accordance with industry standards (which shall not exceed 15% of the Executive's Base Compensation).

Termination Payments and Benefits. If during a Change in Control Period, as defined in Section 8, (a) In the Employment Period event that this Agreement is terminated due to the death of the Executive shall terminate other than by reason of a Nonqualifying TerminationExecutive, as defined in Section 8, then the Company shall pay or provide to the Executive (or his executor, administrator or other legal representative, as the case may be) within 30 days following the Termination Date, as compensation for services rendered to the Company and in lieu of any severance amounts which otherwise would be payable to the Executive’s designated beneficiary or, if no beneficiary has been designated by the following amounts: Executive, to his spouse if he is married at the time of his death, or if the Executive is not married at such time, to his estate (i) any Base Salary earned but unpaid through the date of his death, reimbursement for any and all monies advanced in connection with the Executive’s employment for expenses incurred by the Executive through the date of his death, and all other payments and benefits to which the Executive may be entitled under the terms of any applicable compensation arrangement or benefit plan or program of the Company, including, without limitation, any earned and accrued, but unused vacation pay (collectively, “Accrued Benefits”); and (ii) at the times the Company pays its employees bonuses in accordance with its general payroll policies, an amount equal to that portion of the Annual Bonus which but for his death would have been earned by the Executive during the year of his death (pro-rated based on a formula, the denominator of which shall be 365 and the numerator of which shall be the number of days during the calendar year of his death during which the Executive was employed by the Company). (b) In the event that this Agreement is terminated due to the Disability of the Executive, the Company shall pay to the Executive a lump sum cash amount equal to (i) Accrued Benefits; (ii) at the sum of (A) times the Executive's Base CompensationCompany pays its employees bonuses in accordance with its general payroll policies, accrued vacation pay and reimbursable expenses incurred through the Termination Date, in each case to the extent not theretofore paid, (B) the Executive's annual bonus in an amount equal to that portion of the annualized Annual Bonus which but for his Disability would have been earned by the Executive during the year of his Disability (for any fiscal pro-rated based on a formula, the denominator of which shall be 365 and the numerator of which shall be the number of days during the calendar year consisting of less than 12 full months or with respect to his Disability during which the Executive has been was employed by the Company); and (iv) disability pay equal to the Executive’s then current monthly Base Salary, payable in accordance with the Company’s regular pay schedule, for six (6) months from the date of termination of his employment; provided, however, that the payments by the Company under subsection (iv) shall be reduced by the amount of any disability insurance payments made to the Executive pursuant to insurance, if any, provided under Section 6 above. (c) Upon any termination of this Agreement either (i) by the Executive without Good Reason, (ii) by the Company for less than 12 full monthsCause as provided in Section 11 hereof, all payments, salary and other benefits hereunder shall cease at the effective date of termination, subject to the Executive’s rights under COBRA. Notwithstanding the foregoing, the Executive shall be entitled to receive from the Company his Accrued Benefits. (d) bonus payable In the event that this Agreement is terminated by the Company without Cause, or by the Executive for Good Reason, the Company shall pay to the Executive (i) his Accrued Benefits; (ii) at the times the Company pays its employees bonuses in accordance with its general payroll policies, an amount equal to that portion of the Annual Bonus which but for the termination of his employment would have been earned by the Company for Executive during the fiscal year in of his termination (pro-rated based on a formula, the denominator of which the Termination Date occurs (determined at the higher of the target or actual level of performance for such year), multiplied by a fraction, shall be 365 and the numerator of which is shall be the number of days in during the fiscal year in which of the termination occurs prior to the Termination Date and the denominator of which is 365 or 366, as applicable, (C) three times the Executive's highest annual rate of Base Compensation his employment during the three full fiscal years prior to the Termination Date, (D) three times the greater of (I) the Executive's highest annual bonus payable during the three full fiscal years prior to the Termination Date and (II) the target bonus payable for the year in which the Termination Date occurs and (E) all accruals under the Zenith Electronics Corporation Supplemental Salaried Profit Sharing Retirement Plan; (ii) for a period of three years commencing on the Termination Date, or until such earlier date on which the Executive becomes covered under similar plans maintained was employed by a subsequent employerthe Company); and (iv) severance pay equal to the Executive’s then current monthly Base Salary, payable in accordance with the Company’s regular pay schedule, for lesser of twelve (12) months from the date of termination of his employment or the end of the contract; it being understood and agreed that such payments by the Company shall not be reduced by the amount of any salary the Executive receives from any other work, including any employment, during such period. In addition, the Executive shall continue to provide the Executive and his dependents with coverage, or shall provide substantially equivalent coverage, under all welfare benefit plans or arrangements (including group medical and dental, health and accident, long-term disability, short-term disability, group life insurance and executive insurance programs) with the same level of coveragebe covered, upon the same terms and otherwise to conditions as described hereinabove, by the same extent or equivalent medical, dental, and life insurance coverages as such plans or arrangements shall have been in effect for the Executive immediately prior to the Termination Date ortermination of his employment, if more favorable until the earlier of (A) the expiration of the period for which he receives severance pay pursuant to clause (ii) above or (B) the date the Executive has commenced new employment and has thereby become eligible for comparable benefits, subject to the Executive, as provided generally with respect to other peer executives of the Company’s rights under COBRA. If the Company cannot provide such continued coverage or substantially equivalent coverage, the The Company shall pay the Executive a lump sum cash amount equal to the present value of such coverage; and (iii) the Company shall provide outplacement services appropriate for the Executive in accordance with industry standards (which shall not exceed 15% cost of the Executive's Base Compensation)’s COBRA premiums, to the extent the Executive elects COBRA continuation coverage.

Termination Payments and Benefits. (a) If during a Change in Control Period, as defined in Section 8, the Employment Period Executive’s employment is terminated by: (i) reason of the Executive’s death or disability, (ii) the Company for Cause pursuant to paragraph 7(c) or (iii) the Executive shall terminate other than by reason of a Nonqualifying Termination, as defined in Section 8without Good Reason pursuant to paragraph 7(f), then in full satisfaction of the Company shall pay or provide to the Executive (or his executorCompany’s obligations under this Agreement, administrator or other legal representative, as the case may be) within 30 days following the Termination Date, as compensation for services rendered to the Company and in lieu of any severance amounts which otherwise would be payable to the Executive, his beneficiaries or estate, as appropriate, shall be entitled to receive (A) the following amounts:Base Salary provided for herein up to and including the effective date of termination, prorated on a daily basis; (B) payment for any accrued, but unused paid holiday as of the effective date of termination; and (C) any reimbursements to which he may be entitled under paragraph 5 of this Agreement. (b) If the Executive’s employment is terminated by: (i) the Company without Cause pursuant to paragraph 7(e), or (ii) the Executive for Good Reason pursuant to paragraph 7(d), then in full satisfaction of the Company’s obligations under this Agreement, the Executive, his beneficiaries or estate, as appropriate, shall pay be entitled to receive: (A) an amount equal to the Base Salary, bonuses and any Performance Shares or other LTIP Awards earned but not previously paid through the date of termination; (B) payment for any accrued but unused paid holiday as of the effective date of termination; (C) any reimbursements to which the Executive a lump sum cash may be entitled under paragraph 5 of this Agreement; (D) an amount equal to the sum of the Base Salary then in effect and the annual Target Bonus for the year during which the termination occurs, multiplied by the greater of (AI) two (2), or (II) the remaining number of years and fractions thereof (with each full and partial month counting as one-twelfth (1/12th) of a year) in the Term; (E) medical benefit continuation under the Company’s medical plan for a period of three (3) years following the termination of the Executive's Base Compensation, accrued vacation pay ’s employment at the Company’s expense and reimbursable expenses incurred through thereafter at the Termination Date, in each case to the extent not theretofore paid, Executive’s expense; (BF) the Executive's annual bonus in an amount equal accelerated vesting (to 100% vested) of unvested stock options, Stock Appreciation Rights (“SARs”) and Restricted Share Units (“RSUs”), if any, awarded to Executive under the annualized LTIP or otherwise; and (for any fiscal year consisting of less than 12 full months or G) pro rata payment with respect to which the Executive has been employed by the Company for less than 12 full months) bonus payable any outstanding Performance Shares previously awarded to the Executive by the Company for the fiscal year in which the Termination Date occurs (determined Executive, with performance measured at the higher end of the target or actual level of performance for such year), multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the termination occurs prior to and with the Termination Date and valuation of such Performance Shares (if paid in cash) based on the denominator average of which is 365 or 366, as applicable, the last ten (C10) three times the Executive's highest annual rate trading days of Base Compensation during the three full fiscal years prior to the Termination Date, (D) three times the greater of (I) the Executive's highest annual bonus payable during the three full fiscal years prior to the Termination Date and (II) the target bonus payable for the year in which the Termination Date occurs termination occurs. In addition, the Executive shall be entitled to Group A Benefits under the Montpelier Re Holdings Severance Plan (“Severance Plan”), if such Severance Plan has been adopted and is then in effect; provided, however, that such Group A Benefits shall be applied against and shall reduce the benefits payable under this paragraph 8(b). In addition, if the Executive’s employment is terminated in any of the circumstances covered by this paragraph 8(b), then notwithstanding any provision in any Company stock option held by the Executive to the contrary, the Executive shall be entitled to exercise any Company stock options during the two (2) year period beginning on his date of termination (but not beyond the expiration date of the option). Payment of benefits upon termination under clauses (D), (E), (F), and (EG) all accruals under the Zenith Electronics Corporation Supplemental Salaried Profit Sharing Retirement Plan; (iiof this paragraph 8(b) for a period of three years commencing on the Termination Date, or until such earlier date on which the Executive becomes covered under similar plans maintained by a subsequent employer, the Company shall continue are subject to provide the Executive and his dependents with coverage, or shall provide substantially equivalent coverage, under all welfare benefit plans or arrangements (including group medical and dental, health and accident, long-term disability, short-term disability, group life insurance and executive insurance programs) with the same level of coverage, conditioned upon the same terms Executive’s execution of a Separation Agreement and otherwise to General Release within the same extent as such plans or arrangements shall have been in effect immediately prior to the Termination Date or, if more favorable to the Executive, as provided generally with respect to other peer executives meaning of the Company. If the Company cannot provide such continued coverage or substantially equivalent coverage, the Company shall pay the Executive a lump sum cash amount equal to the present value of such coverage; and (iii) the Company shall provide outplacement services appropriate for the Executive in accordance with industry standards (which shall not exceed 15% of the Executive's Base Compensation)Severance Plan.

Termination Payments and Benefits. If during a Change (a) Following the Resignation Date, Executive shall be paid his fully earned but unpaid base salary, when due, through the Resignation Date at the rate in Control Periodeffect at the time of this Agreement, plus all other amounts to which Executive is entitled under any compensation plan or practice of the Company in effect at the time such payments are due (including, without limitation, all accrued and unused vacation), as defined provided for in Section 85(c)(i)(A) of the Employment Agreement and in accordance with the terms thereof. In addition, in accordance with Section 5(g) of the Employment Agreement, the Company shall use its best efforts to transfer, assign or cause Executive to assume the Company’s lease or sublease with respect to Executive’s New York, New York office, at Executive’s expense. Further, (i) Executive may retain personal electronic devices to the extent such devices do not contain Confidential Information that Executive is not permitted to retain and (ii) may solicit for employment, and employ, Executive’s administrative assistant currently employed by the Company, which shall not be deemed to violate this Agreement, the Employment Period of the Executive shall terminate Agreement or any other than agreement by reason of a Nonqualifying Termination, as defined in Section 8, then the Company shall pay or provide to the Executive (or his executor, administrator or other legal representative, as the case may be) within 30 days following the Termination Date, as compensation for services rendered to and between the Company and Executive. (b) Provided that Executive executes and does not timely revoke the release of claims attached hereto as Exhibit 2 (such release, the “General Release”) in lieu accordance with Section 11 of any severance amounts which otherwise would this Agreement following the Resignation Date, Executive’s termination will be payable treated as a termination of employment under Section 5(c)(i) of the Employment Agreement, and, subject to the Executivepayment procedures and schedules identified in Section 5(c)(i) of the Employment Agreement, Executive shall receive the following amounts:compensation and benefits (the “Resignation Benefits”): (i) the Company shall pay to the Executive a lump sum cash amount equal to the sum of (A$2,300,000, as provided for in Section 5(c)(i)(B) the Executive's Base Compensation, accrued vacation pay and reimbursable expenses incurred through the Termination Date, in each case to the extent not theretofore paid, (B) the Executive's annual bonus in an amount equal to the annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus payable to the Executive by the Company for the fiscal year in which the Termination Date occurs (determined at the higher of the target or actual level of performance for such year), multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the termination occurs prior to the Termination Date and the denominator of which is 365 or 366, as applicable, (C) three times the Executive's highest annual rate of Base Compensation during the three full fiscal years prior to the Termination Date, (D) three times the greater of (I) the Executive's highest annual bonus payable during the three full fiscal years prior to the Termination Date and (II) the target bonus payable for the year in which the Termination Date occurs and (E) all accruals under the Zenith Electronics Corporation Supplemental Salaried Profit Sharing Retirement Plan; Employment Agreement; (ii) for a period of three years commencing on the Termination Date, or until such earlier date on which the Executive becomes covered under similar plans maintained by a subsequent employer, the Company shall continue to provide the Executive and his dependents with coverage, or shall provide substantially equivalent coverage, under all welfare benefit plans or arrangements (including group medical and dental, Continued health and accident, longwelfare coverage for up to twenty-term disability, short-term disability, group life insurance and executive insurance programsfour (24) with months following the same level of coverage, upon the same terms and otherwise to the same extent as such plans or arrangements shall have been in effect immediately prior to the Termination Date or, if more favorable to the ExecutiveResignation Date, as provided generally with respect to other peer executives for in Section 5(c)(i)(C) of the Company. If Employment Agreement; (iii) Accelerated vesting of all stock awards outstanding on the Company cannot provide such continued coverage or substantially equivalent coverage, the Company shall pay the Executive a lump sum cash amount equal to the present value of such coveragedate hereof (including performance based awards); and (iiiiv) the Company shall provide outplacement services appropriate for the Executive in accordance with industry standards $2,300,000 and an additional pro-rated bonus (which shall not exceed 15the Parties agree will be 100% if the Resignation Date is January 31, 2016) upon attainment of the Executive's Base Compensation)applicable performance criteria, as provided for in Section 5(c)(i)(F) of the Employment Agreement.

Termination Payments and Benefits. If during a Change in Control Period, as defined in Section 8, In the Employment Period of the Executive shall terminate other than by reason event of a Nonqualifying Termination, as defined in Section 8, then the Company shall pay or provide to Executive the following cash payments when such payments would otherwise have been paid in the regular course of business as if the Termination did not occur: (a) base salary and all other benefits due Executive as if he had remained an employee pursuant to this Agreement through the remainder of the month in which Termination occurs, less applicable withholding taxes and other authorized payroll deductions; (b) the amount equal to the target cash bonus and other incentive awards for Executive under the Company's annual incentive compensation plan for the fiscal year in which Termination occurs, reduced pro rata for that portion of the fiscal year not completed as of the end of the month in which Termination occurs; provided, however, that if Executive has deferred his award for such year under the plan, the payment due Executive under this paragraph (or his executor, administrator or b) shall be paid in accordance with the terms of the deferral; (c) other legal representative, as the case may beunpaid compensation and vacation pay; and (d) within 30 days following the Termination Date, as compensation for services rendered a severance allowance equal to the Company and in lieu sum of any severance amounts which otherwise would be payable to the Executive, the following amountsfollowing: (i) the Company shall pay to the Executive a lump sum cash amount equal to the sum of (A) the Executive's Base Compensation, accrued vacation pay and reimbursable expenses incurred through the Termination Date, in each case to the extent not theretofore paid, (B) the Executive's annual bonus in an amount equal equivalent to twice his annual base salary at the annualized (for rate in effect immediately prior to Termination, less any fiscal year consisting of less than 12 full months or with respect sums paid to which the Executive has been employed by the Company as base salary for the Employment Period through the end of month in which the Termination occurred; plus (ii) an amount equivalent to twice the average annual incentive compensation received by Executive for the three fiscal years immediately prior to the fiscal year in which Termination occurs, less than 12 full months) bonus payable any sums paid to the Executive by the Company as incentive compensation for the fiscal year in which Employment Period through the Termination Date occurs (determined at the higher end of the target or actual level of performance for such year), multiplied by a fraction, the numerator of which is the number of days in the fiscal year month in which the termination occurs prior occurred. In addition to the Termination Date and the denominator of which is 365 or 366, as applicable, (C) three times the Executive's highest annual rate of Base Compensation during the three full fiscal years prior to the Termination Date, (D) three times the greater of (I) the Executive's highest annual bonus payable during the three full fiscal years prior to the Termination Date and (II) the target bonus payable for the year in which the Termination Date occurs and (E) all accruals under the Zenith Electronics Corporation Supplemental Salaried Profit Sharing Retirement Plan; (ii) for a period of three years commencing on the Termination Date, or until such earlier date on which the Executive becomes covered under similar plans maintained by a subsequent employer, the Company shall continue to provide the Executive and his dependents with coverage, or shall provide substantially equivalent coverage, under all welfare benefit plans or arrangements (including group medical and dental, health and accident, long-term disability, short-term disability, group life insurance and executive insurance programs) with the same level of coverage, upon the same terms and otherwise to the same extent as such plans or arrangements shall have been in effect immediately prior to the Termination Date or, if more favorable to the Executive, as provided generally with respect to other peer executives of the Company. If the Company cannot provide such continued coverage or substantially equivalent coverageforegoing, the Company shall pay or otherwise provide to Executive all of the following: (e) During the remainder of the Employment Period, Executive shall continue to be deemed and treated as an eligible employee under the provisions of all stock option, restricted stock, and other incentive compensation plans of the Company under which Executive held options or awards or in which Executive participated at the time of Termination, and he may exercise options and rights, and shall receive payments and distributions accordingly. (f) During the remainder of the Employment Period, Executive shall continue to participate in and be entitled to all benefits and credited service for benefits under the benefit plans, programs and arrangements described in Section 4(c) as if he remained employed by the Company at the compensation levels referred to in this Section 6 during such period, exclusive, however, of disability benefits. (g) Section 4 shall be applicable in determining the payments and benefits due Executive under this Section 6, and if Termination occurs after a lump sum cash amount equal reduction in all or any part of Executive's total compensation or benefits, the severance allowance and other compensation and benefits payable to Executive pursuant to this Section 6 shall be based upon compensation and benefits before the reduction. (h) If any provision of this Section 6 cannot, in whole or in part, be implemented and carried out under the terms of the applicable compensation, benefit, or other plan or arrangement of the Company because Executive has ceased to be an actual employee of the Company, because he has insufficient or reduced credited service based upon actual employment by the Company, because the plan or arrangement has been terminated or amended after the effective date of this Agreement, or for any other reason, the Company itself shall pay or otherwise provide the equivalent of such rights, benefits, and credits for such benefits to Executive, his dependents, beneficiaries and estate. (i) The Company's obligation under this Section 6 to continue to pay or provide health care and life and accident insurance to Executive during the remainder of the Employment Period shall be reduced when and to the present value extent any of such coverage; andbenefits are paid or provided to Executive by another employer, provided that Executive shall have all rights afforded to retirees to convert group insurance coverage to individual coverage as, to the extent of, and whenever Executive's group insurance coverage under this Section 6 is reduced or expires. (iiij) The Company shall deduct applicable withholding taxes in performing its obligations under this Section 6. (k) Except for Section 6(i) above, Executive shall have no obligation to mitigate damages. Nothing in this Section 6 is intended, or shall be deemed or interpreted, to be an amendment to any compensation, benefit, or other plan of the Company. To the extent the Company's performance under this Section 6 includes the performance of the Company's obligations to Executive under any such plan or under another agreement between the Company shall provide outplacement services appropriate for and Executive, the rights of Executive in accordance with industry standards (which shall not exceed 15% of the Executive's Base Compensation)under such plan or other agreement, as well as under this Agreement, are discharged, surrendered, or released pro tanto.

Termination Payments and Benefits. (a) If the Executive’s employment is terminated during a Change in Control Period, as defined in Section 8, the Employment Period Term by: (i) reason of the Executive’s death or disability, (ii) the Company for Cause pursuant to paragraph 7(c) or (iii) the Executive shall terminate other than by reason of a Nonqualifying Termination, as defined in Section 8without Good Reason pursuant to paragraph 7(f), then in full satisfaction of the Company shall pay or provide to the Executive (or his executorCompany’s obligations under this Agreement, administrator or other legal representative, as the case may be) within 30 days following the Termination Date, as compensation for services rendered to the Company and in lieu of any severance amounts which otherwise would be payable to the Executive, his beneficiaries or estate, as appropriate, shall be entitled to receive (A) the following amounts:Base Salary provided for herein up to and including the effective date of termination, prorated on a daily basis; (B) payment for any accrued, but unused paid holiday as of the effective date of termination; and (C) any reimbursements to which he may be entitled under paragraph 5 of this Agreement. (b) If the Executive’s employment is terminated during the Term by: (i) the Company without Cause pursuant to paragraph 7(e), or (ii) the Executive for Good Reason pursuant to paragraph 7(d), then in full satisfaction of the Company’s obligations under this Agreement, the Executive, his beneficiaries or estate, as appropriate, shall pay be entitled to receive: (A) an amount equal to the Base Salary, bonuses and any Performance Shares or other LTIP Awards earned but not previously paid through the date of termination; (B) payment for any accrued but unused paid holiday as of the effective date of termination; (C) any reimbursements to which the Executive a lump sum cash may be entitled under paragraph 5 of this Agreement; (D) an amount equal to the sum of the Base Salary then in effect and the annual Target Bonus (Aas determined under paragraph 4(b)) for the year during which the termination occurs, multiplied by the greater of (I) one (1), or (II) the remaining number of years and fractions thereof (with each full and partial month counting as one-twelfth (1/12th) of a year) in the Term; (E) medical benefit continuation under the Company’s medical plan for a period of three (3) years following the termination of the Executive's Base Compensation, accrued vacation pay ’s employment at the Company’s expense and reimbursable expenses incurred through thereafter at the Termination Date, in each case to the extent not theretofore paid, Executive’s expense; (BF) the Executive's annual bonus in an amount equal accelerated vesting (to 100% vested) of unvested stock options, Stock Appreciation Rights (“SARs”) and Restricted Share Units (“RSUs”), if any, awarded to Executive under the annualized LTIP or otherwise; and (for any fiscal year consisting of less than 12 full months or G) payment with respect to which the Executive has been employed by the Company for less than 12 full months) bonus payable any outstanding Performance Shares previously awarded to the Executive by the Company for the fiscal year in which the Termination Date occurs (determined Executive, with performance measured at the higher end of the target or actual level of performance for such year), multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the termination occurs prior to and with the Termination Date and valuation of such Performance Shares (if paid in cash) based on the denominator average of which is 365 or 366, as applicable, the last ten (C10) three times the Executive's highest annual rate trading days of Base Compensation during the three full fiscal years prior to the Termination Date, (D) three times the greater of (I) the Executive's highest annual bonus payable during the three full fiscal years prior to the Termination Date and (II) the target bonus payable for the year in which the Termination Date occurs termination occurs, pro rated for the number of months worked from the date of grant until such termination. In addition, the Executive shall be entitled to Group A Benefits under the Montpelier Re Holdings Severance Plan, as in effect on the date hereof (“Severance Plan”), if such Severance Plan has been adopted and is then in effect; provided, however, that such Group A Benefits shall be applied against and shall reduce the benefits payable under this paragraph 8(b). In addition, if the Executive’s employment is terminated in any of the circumstances covered by this paragraph 8(b), then notwithstanding any provision in any Company stock option held by the Executive to the contrary, the Executive shall be entitled to exercise any Company stock options during the two (2) year period beginning on his date of termination (but not beyond the expiration date of the option). Payment of benefits upon termination under clauses (D), (E), (F), and (EG) all accruals under the Zenith Electronics Corporation Supplemental Salaried Profit Sharing Retirement Plan; (iiof this paragraph 8(b) for a period of three years commencing on the Termination Date, or until such earlier date on which the Executive becomes covered under similar plans maintained by a subsequent employer, the Company shall continue are subject to provide the Executive and his dependents with coverage, or shall provide substantially equivalent coverage, under all welfare benefit plans or arrangements (including group medical and dental, health and accident, long-term disability, short-term disability, group life insurance and executive insurance programs) with the same level of coverage, conditioned upon the same terms Executive’s execution of a Separation Agreement and otherwise to General Release within the same extent as such plans or arrangements shall have been in effect immediately prior to the Termination Date or, if more favorable to the Executive, as provided generally with respect to other peer executives meaning of the Company. If the Company cannot provide such continued coverage or substantially equivalent coverage, the Company shall pay the Executive a lump sum cash amount equal to the present value of such coverage; and (iii) the Company shall provide outplacement services appropriate for the Executive in accordance with industry standards (which shall not exceed 15% of the Executive's Base Compensation)Severance Plan.

Termination Payments and Benefits. If during a Change in Control Period, as defined in Section 8, the Employment Period of the Executive shall terminate Executive's employment is terminated other than by reason of a Nonqualifying TerminationDeath, Disability, Voluntary Termination under Section 6.4(ii), or for Cause as defined provided in Section 86.4(i), then the Company shall will promptly pay or provide to the Executive (or his executor, administrator or other legal representative, as the case may be) within 30 days following the Termination Date, as compensation for services rendered to the Company and in lieu of any severance amounts which otherwise would be payable to the Executive, the following amounts: (ia) the Company shall pay unpaid Base Salary to which the Executive is entitled as well as any earned but unpaid incentive plan payments, pursuant to Section 4.1, through the date of the Executive's termination; (b) any accrued but unused vacation days; (c) any fully vested but unpaid benefit; (d) a lump sum cash payment within five (5) business days after termination in an amount equal to the sum of (A) the Executiveone year's Base Compensation, accrued vacation pay and reimbursable expenses incurred through the Termination Date, in each case Salary (prior to any deferrals or reductions under qualified or non-qualified plans) being paid to the extent not theretofore paidExecutive immediately prior to termination (or immediately prior to any reduction therein occurring prior to termination, if greater), plus (B) the Executiveone year's annual bonus incentive compensation at target payment; plus (1) a number of Phantom Shares in an amount cash, or at the discretion of the Board and if legally permissible, stock, equal to the annualized (for any fiscal year consisting number of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus payable to the Executive by the Company for the fiscal year in which the Termination Date occurs (determined at the higher of the target or actual level of performance for such year), Phantom Shares then remaining unvested multiplied by a fraction, the numerator of which is shall be the number of days in between 11 of 26 the fiscal year in which Effective Date and the date of the Executive's termination occurs prior to the Termination Date of employment and the denominator of which shall be the number of days between the Effective Date and the sixth anniversary thereof; provided, however, that the payment under this Section 6.5(e)(1) shall only be made if the Board of Directors determines, in good faith, at such time that there is 365 a reasonable opportunity for the performance goals and measures set forth in Exhibit A to be achieved by the respective target dates and (2) except for the cash retention payment set forth in Section 5.4, any other cash payment or 366stock payment or other award or benefit which Executive would earn if he were employed by the Company on a certain date, as applicablein the full amount of such payment or stock award at target award multiplied by a fraction, (C) three times the numerator of which shall be the number of days from the effective date of such award to the date of the Executive's highest annual rate termination of Base Compensation during employment and the three full fiscal years prior denominator of which shall be the number of days from the effective date of such award to the Termination Date, date the award would have been paid assuming target level performance had the Executive lived to that date. (Df) three times the greater of (I) the Executive's highest annual bonus payable during the three full fiscal years prior to the Termination Date and (II) the target bonus payable for the year in which the Termination Date occurs and (E) all accruals under the Zenith Electronics Corporation Supplemental Salaried Profit Sharing Retirement Plan; (ii) for For a period of three years commencing on 36 months following the Termination Date, or until such earlier date on which termination (the Executive becomes covered under similar plans maintained by a subsequent employer"Continuation Period"), the Company shall continue will, at its expense, arrange to provide the Executive and his eligible dependents with coverage, or shall provide substantially equivalent coverage, under all welfare benefit plans or arrangements health (including group medical and medical/hospital, dental, health and accident, long-term disability, short-term disability, group vision) and life insurance benefits substantially similar to those that the Executive and executive insurance programs) with his eligible dependents were receiving or entitled to receive immediately prior to termination. Such benefits will be provided to the same level of coverage, upon Executive on the same terms and otherwise conditions (including employee contributions toward the premium payments) under which the Executive was entitled to the same extent as such plans or arrangements shall have been in effect participate immediately prior to the Termination Date Executive's termination (or, if more favorable to the Executive, as provided generally with respect immediately prior to other peer executives of the Companyreduction, termination, or denial described in Section 6.4(i)(c)). If To the Company cannot provide such continued extent the coverage or substantially equivalent coveragebenefits provided during the Continuation Period under this Section 6.5(f) results in the Executive or any dependent or beneficiary thereof incurring additional federal, state, or local taxes that would otherwise not have been incurred in connection with the provision of such coverage or benefits had the Executive's employment not been terminated, the Company shall promptly pay the Executive a lump sum cash Executive, dependent, or beneficiary, as the case may be, on an after-tax basis, an additional payment in an amount equal to all taxes, including interest and penalties thereon, imposed as the present value result of such coverage; and (iii) coverage or benefits. On or after the Company shall provide outplacement services appropriate for Termination Date, Executive will be eligible to receive all the benefits he would have been entitled to receive pursuant to the last sentence of Section 4.5 if Executive had remained employed until the Expiration Date. Benefits otherwise receivable by the Executive pursuant to this Section 6.5(f) during the Continuation Period will be reduced to the extent comparable benefits are actually received by or in accordance with industry standards (which shall not exceed 15% respect of the Executive's Base Compensation)Executive from another employer during the Continuation Period, and any such benefits actually received shall be reported by the Executive or other recipient to the Company.

Termination Payments and Benefits. If during Your termination of employment will result in a Change in Control Period, “separation from service” as defined in Section 811 of your Employment Agreement. Accordingly, upon the Employment Period of the Executive shall terminate other than by reason of a Nonqualifying Termination, Effective Date (as defined in Section 87(b) hereof), then you shall be entitled to begin to receive the termination payments described in Section 5(a) of your Employment Agreement in consideration for, among other things, the waiver and release described in Section 7 hereof. For the avoidance of doubt, Section 5(a) of the Employment Agreement as amended by Amendment No. 1 provides as follows: “Without Cause. In the event of the termination of the Executive’s employment during the Employment Period by the Company shall pay or provide to without Cause (including a deemed termination without Cause as provided for in Section 3(f) (i.e., “Good Reason”)), the Executive (or his executor, administrator or other legal representative, as the case may be) within 30 days following the Termination Date, as compensation for services rendered to the Company and in lieu of any severance amounts which otherwise would shall be payable to the Executive, the following amounts: entitled to: (i) the Company shall pay to the Executive a lump sum cash amount equal to the sum of any accrued but unused vacation, (Aii) the Executive's Base Compensation, accrued vacation pay and reimbursable expenses incurred Salary through the Date of Termination Date, in each case (to the extent not theretofore paid), (Biii) the Executive's annual bonus in an amount equal to the annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus payable to the Executive by the Company for the fiscal year in which the Termination Date occurs (determined at the higher of the target or actual level of performance for such year), multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the termination occurs prior to the Termination Date and the denominator of which is 365 or 366, as applicable, (C) three times the Executive's highest annual rate continuation of Base Compensation during the three full fiscal years prior to the Termination Date, Salary (D) three times the greater of (I) the Executive's highest annual bonus payable during the three full fiscal years prior to the Termination Date and (II) the target bonus payable for the year in which the Termination Date occurs and (E) all accruals under the Zenith Electronics Corporation Supplemental Salaried Profit Sharing Retirement Plan; (ii) for a period of three years commencing on the Termination Date, or until such earlier date on which the Executive becomes covered under similar plans maintained by a subsequent employer, the Company shall continue to provide the Executive and his dependents with coverage, or shall provide substantially equivalent coverage, under all welfare benefit plans or arrangements (including group medical and dental, health and accident, long-term disability, short-term disability, group life insurance and executive insurance programs) with the same level of coverage, upon the same terms and otherwise to the same extent as such plans or arrangements shall have been in effect immediately prior to the termination) for twelve (12) months following the Date of Termination which, subject to the restriction set forth below, shall be paid in accordance with the Company’s ordinary payroll practices in effect from time to time, (iv) any earned but not paid Bonus for the Performance Cycle immediately preceding the Date orof Termination, and (v) a pro-rata portion of the Bonus, if more favorable any, for the Performance Cycle in which the Date of Termination occurs (based on the achievement of the applicable performance criteria and related to the Executiveapplicable Performance Cycle as described in Section 2(b)). Notwithstanding the foregoing, as provided generally with respect the amount of payment set forth in (iii) above during the six-month period following the Date of Termination shall not exceed the severance pay exception limitation amount set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A) (any amount subject to other peer executives the separation pay exception limitation shall be paid in a lump sum on the six-month anniversary of the CompanyDate of Termination). If the Company candetermines in good faith that the separation pay exception set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A) does not provide apply as of the Date of Termination, the amount set forth in (iii) above shall be paid (a) in an initial lump sum equal to six months’ base salary (net of applicable taxes and withholdings) on the six-month anniversary of the Date of Termination and (b) thereafter in installments in accordance with the Company’s ordinary payroll practices. The amounts set forth in (i) and (ii) above, shall be paid in accordance with applicable law on the Date of Termination. The amounts set forth in (iv) and (v) above shall be paid as soon as is reasonably practicable after the close of the accounting books and records of the Company for the relevant Performance Cycle at the same time bonuses are paid to other active employees, but in no event will payment be made for any Performance Cycle ending on December 31 before January 1 or after March 15 of the year following the year in which the Performance Cycle ends. If payment by such continued coverage or substantially equivalent coveragedate is administratively impracticable, payment may be made at a later date as permitted under Treasury Regulation Section 1.409A-1(b)(4)(ii). In addition, in the event of a termination by the Company without Cause: (1) if the Executive elects to continue the Company’s group health plans pursuant to his rights under COBRA, the Company shall pay the Executive’s COBRA continuation premiums until the earlier of (x) the date the Executive a lump sum cash amount equal to receives group health benefits from another employer or (y) the present value one-year anniversary of such coveragethe Date of Termination; and and (iii2) the Company shall will provide the Executive with outplacement services appropriate from vendors designated by the Company for a period of six (6) months following the Date of Termination, not to exceed $5,000. Notwithstanding the foregoing, the payments and benefits provided in this Section 5 are subject to and conditioned upon the Executive executing a general release and waiver (in accordance the form reasonably acceptable to the Company), waiving all claims the Executive may have against the Company, its successors, assigns, affiliates, executives, officers and directors, and such payments are subject to and conditioned upon the Executive’s compliance with industry standards (which the Restrictive Covenants provided in Sections 7 and 8 hereof. Except as provided in this Section 5(a), the Company shall have no additional obligations under this Agreement.” You expressly agree and acknowledge that if you fail to sign this Agreement within the time periods described in Section 7 below or if you revoke this Agreement, you shall not exceed 15% be entitled to receive any of the Executive's Base Compensationtermination payments described in Section 5(a) of your Employment Agreement or any amounts due pursuant to any other provision of the Employment Agreement other than the payments described in clause (i) and (ii) above of the first sentence of Section 5(a). You also expressly agree and acknowledge that you have received all payments to which you are entitled pursuant to clauses (iv) and (v) of the first sentence of Section 5(a) of your Employment Agreement.

Termination Payments and Benefits. If during a Change in Control --------------------------------- Period, as defined in Section 8, the Employment Period of the Executive shall terminate terminates other than by reason of a Nonqualifying Termination, as defined in Section 8, then the Company shall pay or provide to the Executive (or his executor, administrator or other legal representative, as the case may be) within 30 days following the Termination Date, as compensation for services rendered to the Company and in lieu of any severance amounts which otherwise would be payable to the Executive, the following amounts: (i) the Company shall pay to the Executive a lump sum cash amount equal to the sum of (A) the Executive's Base Compensation, accrued vacation pay and reimbursable expenses incurred through the Termination Date, in each case to the extent not theretofore paid, (B) the Executive's annual bonus Annual Incentive Compensation in an amount equal to the annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus payable to the Executive by the Company for the fiscal year in which the Termination Date occurs (determined at the higher of the target or actual level of performance for such year), multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the termination occurs prior to the Termination Date and the denominator of which is 365 or 366, as applicable, (C) a pro rata portion of the Executive's Long-Term Incentive Bonus, calculated in the manner described in Section 5(a) (iii), (D) three times the Executive's highest annual rate of Base Compensation during the three full fiscal years prior to the Termination Date, (DE) three times the greater of (I) the Executive's highest Annual Incentive Compensation (or predecessor annual bonus bonus) payable during the three full fiscal years prior to the Termination Date and (II) the target bonus payable Annual Incentive Compensation for the year in which the Termination Date occurs occurs, (F) any Retention Bonus not previously paid to the Executive, whether or not then due, and (EG) all accruals under the Zenith Electronics Corporation Supplemental Salaried Profit Sharing Retirement Plan; ; (ii) for a period of three years commencing on the Termination Date, or until such earlier date on which the Executive becomes covered under similar plans maintained by a subsequent employer, the Company shall continue to provide the Executive and his dependents with coverage, or shall provide substantially equivalent coverage, under all welfare benefit plans or arrangements (including group medical and dental, health and accident, long-term disability, short-short- term disability, group life insurance and executive insurance programs) with the same level of coverage, upon the same terms and otherwise to the same extent as such plans or arrangements shall have been in effect immediately prior to the Termination Date or, if more favorable to the Executive, as provided generally with respect to other peer executives of the Company. If the Company cannot provide such continued coverage or substantially equivalent coverage, the Company shall pay the Executive a lump sum cash amount equal to the present value of such coverage; and (iii) the Company company shall provide outplacement ourplacement services appropriate for the Executive in accordance with industry standards (which shall not exceed 15% of the Executive's Base Compensation).

Termination Payments and Benefits. If during As a Change in Control Periodresult of the termination of his employment by the Company, as defined in Section 8, the Employment Period of the Executive shall terminate other than be entitled to receive the payments and benefits provided by reason Section 2C(b) of a Nonqualifying Terminationthe Employment Agreement (but in the case of continuing health care coverage provided for under Section 2C(b) of the Employment Agreement, as defined in Section 8modified by clause (iii) below), then which the Executive and the Company shall pay or provide to the Executive (or his executor, administrator or other legal representative, agree are as the case may be) within 30 days following the Termination Date, as compensation for services rendered to the Company and in lieu of any severance amounts which otherwise would be payable to the Executive, the following amountsfollows: (i) unpaid Base Salary through the Effective Time; (ii) $2,201,358, representing two times Base Salary, payable in 24 equal monthly installments over the two-year period following the Effective Time (subject to Section 5), with the first such installment to be payable one month after the Effective Time; (iii) participation under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), for the Executive and his spouse at the Company’s expense in the Company’s health coverage or, if eligibility for such participation expires or such participation is not permitted by applicable law or the terms of the applicable plan, comparable coverage provided by the Company or prompt reimbursement on a monthly basis to the Executive for the reasonable cost of comparable coverage selected by the Company and the Executive, in either case until the earlier of (a) the death of each of the Executive and his spouse and (b) the date, if any, on which the Executive and his spouse become eligible for health coverage under a plan provided by another employer (any coverage contemplated by this clause (iii) shall be secondary to Medicare or any successor or similar governmental program to the extent the Executive or his spouse is eligible therefor) (if and to the extent the benefits required by this clause (iii) are provided through the Company’s self-insured health benefits program, on the first business day of each month following expiration of the Executive’s eligibility for COBRA (x) the Executive shall pay to the Executive a lump sum cash Company the full monthly premium amount equal to the sum of appropriate for coverage for an individual and spouse (Aemployer and employee portions) the Executive's Base Compensation, accrued vacation pay and reimbursable expenses incurred through the Termination Date, as in each case to the extent not theretofore paid, (B) the Executive's annual bonus in an amount equal to the annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus payable to the Executive by the Company for the fiscal year in which the Termination Date occurs (determined effect at the higher of the target or actual level of performance time such coverage is provided and as calculated for such year), multiplied by a fraction, the numerator of which is the number of days participants in the fiscal year in which the termination occurs prior to the Termination Date and the denominator of which is 365 or 366, as applicable, (C) three times the Executive's highest annual rate of Base Compensation during the three full fiscal years prior to the Termination Date, (D) three times the greater of (I) the Executive's highest annual bonus payable during the three full fiscal years prior to the Termination Date Company’s health benefits plan through COBRA and (IIy) the target bonus payable for the year in which the Termination Date occurs and (E) all accruals under the Zenith Electronics Corporation Supplemental Salaried Profit Sharing Retirement Plan; (ii) for a period of three years commencing on the Termination Date, or until such earlier date on which the Executive becomes covered under similar plans maintained by a subsequent employer, the Company shall continue to provide the Executive and his dependents with coverage, or shall provide substantially equivalent coverage, under all welfare benefit plans or arrangements (including group medical and dental, health and accident, long-term disability, short-term disability, group life insurance and executive insurance programs) with the same level of coverage, upon the same terms and otherwise to the same extent as such plans or arrangements shall have been in effect immediately prior to the Termination Date or, if more favorable to the Executive, as provided generally with respect to other peer executives of the Company. If the Company cannot provide such continued coverage or substantially equivalent coverage, the Company shall pay the Executive a lump sum cash an amount equal to the present value of such coverageamount so paid by the Executive in that month); and (iiiiv) the Company shall provide outplacement services appropriate for reimbursement of expenses incurred by the Executive prior to the Effective Time in accordance with industry standards (which shall not exceed 15% Sections 2B(c) and 2B(d) of the Executive's Base Compensation)Employment Agreement promptly following submission of such documentation evidencing such expenses as the Company may require consistent with past practice. In addition, the Executive will be eligible for consideration of a bonus award under the Bonus Plan (as defined in the Employment Agreement) in respect of the portion of 2009 ending at the Effective Time, if and to the extent awarded by the Compensation Committee of the Board in its discretion when it considers awards to other participants in respect of 2009. The Company confirms and agrees that Executive shall have no obligation or duty to seek subsequent employment or engagement as an employee (including self employment) or as a consultant or otherwise mitigate the Company’s obligations hereunder; nor shall the payments or benefits provided under this Section 3 be reduced by the compensation earned by Executive as an employee or consultant from such subsequent employment or consultancy, except as provided in clause (iii) above. The Executive confirms and agrees that, except as expressly provided for in this agreement, no other amounts are payable to him or either IMC Entity by reason of his employment by Buyer or the Company or the termination thereof.

Termination Payments and Benefits. If during a Change in Control Periodthe Executive’s employment hereunder is terminated by the Company for any reason other than for Cause (as defined herein) or if Executive voluntarily terminates his own employment for Good Reason, as defined in Section 8, the Employment Period 10(a) but not including a Change of the Executive shall terminate other than by reason of a Nonqualifying Termination, as defined in Section 8Control, then the Company shall shall, subject to subsection 1l(a) hereof, be obligated to pay or provide to the Executive (or his executor, administrator or other legal representative, as the case may be) within 30 days following the Termination Date, as compensation for services rendered an amount equal to the Company and in lieu product of any severance amounts which otherwise would be payable to the Executive, the following amounts: (i) the Company shall pay to the Executive a lump sum cash amount equal to the sum greater of (A) the Executive's Base Compensation, accrued vacation pay and reimbursable expenses incurred through ’s annual base salary in effect on the Termination Date, in each case to day preceding the extent not theretofore paid, date of such termination or (B) the Executive's ’s annual bonus in an base salary during the twelve full calendar months preceding the date of such termination, times (ii) three (3) (such amount equal hereinafter referred to as the “Termination Payment Amount”). (a) Condition Precedent to Company’s Payment Obligation (Release of Claims). The Company’s obligation to pay the Termination Payment Amount or any portion thereof shall be conditioned upon the Executive executing and delivering to the annualized Company a mutual release agreement to be negotiated by each party’s counsel (the “Release Agreement”). The Company shall be deemed for any fiscal year consisting of less than 12 full months or with respect all purposes to which have executed and delivered the Executive has been employed by the Company for less than 12 full months) bonus payable Release Agreement to the Executive immediately upon the Company’s receipt of the Release Agreement duly executed by the Company for the fiscal year in which the Termination Date occurs (determined at the higher of the target or actual level of performance for such year), multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the termination occurs prior to the Termination Date and the denominator of which is 365 or 366, as applicable, (C) three times the Executive's highest annual rate of Base Compensation during the three full fiscal years prior to the Termination Date, (D) three times the greater of (I) the Executive's highest annual bonus payable during the three full fiscal years prior to the Termination Date and (II) the target bonus payable for the year in which the Termination Date occurs and (E) all accruals under the Zenith Electronics Corporation Supplemental Salaried Profit Sharing Retirement Plan; (ii) for a period of three years commencing on the Termination Date, or until such earlier date on which the Executive becomes covered under similar plans maintained by a subsequent employer. In addition, the Company shall continue have no obligation to make any payment of the Termination Payment Amount if the Executive shall be in default of his obligations under Section 13 hereof. If the Company does not provide Executive with the Release Agreement within ten (10) days of the first scheduled termination payment date, as described in Section 11(b), then the Company shall be obligated to pay the first scheduled termination payment, even if the Release Agreement is not received from the Executive. Subsequent termination payments, as described in Section 11(b), shall not be tendered by the Company to Executive unless the Release Agreement is received by the next scheduled termination payment date; unless of course, the Company again fails to provide the Executive and his dependents with coverage, or shall provide substantially equivalent coverage, under all welfare benefit plans or arrangements (including group medical and dental, health and accident, long-term disability, short-term disability, group life insurance and executive insurance programs) with the same level Release Agreement within ten (10) days from such termination payment date. The Company shall not circumvent payments of coverage, upon the same terms and otherwise to the same extent as such plans or arrangements shall have been in effect immediately prior to the Termination Date orPayment Amount by providing Executive with the Release Agreement less than ten (10) days from the scheduled termination payment date, if more favorable pursuant to the Executive, as provided generally with respect to other peer executives of the Company. If the Company cannot provide such continued coverage or substantially equivalent coverage, the Company shall pay the Executive a lump sum cash amount equal to the present value of such coverage; and (iii) the Company shall provide outplacement services appropriate for the Executive in accordance with industry standards (which shall not exceed 15% of the Executive's Base CompensationSection 11(b).

Termination Payments and Benefits. (a) If the Executive’s employment is terminated during a Change in Control Period, as defined in Section 8, the Employment Period Term by: (i) reason of the Executive shall terminate other than Executive’s death as provided by reason of a Nonqualifying Termination, as defined in Section 8paragraph 12(a); (ii) the Company for Cause pursuant to paragraph 12(b), then in full satisfaction of the Company shall pay or provide to the Executive (or his executorCompany’s obligations under this Agreement, administrator or other legal representative, as the case may be) within 30 days following the Termination Date, as compensation for services rendered to the Company and in lieu of any severance amounts which otherwise would be payable to the Executive, his beneficiaries or estate, as appropriate, shall be entitled to receive the following amountsfollowing: (A) the Base Salary provided for herein up to and including the effective date of termination, prorated on a daily basis; and (B) payment for any accrued, but unused paid holiday as at the effective date of termination; and (C) any reimbursements to which he may be entitled under paragraph 6 of this Agreement. (iii) the Executive without Good Reason pursuant to paragraph 12(c), then in full satisfaction of the Company’s obligations under this Agreement, the Executive, his beneficiaries or estate, as appropriate, shall be entitled to receive the following: (A) an amount equal to the Base Salary, bonuses and any performance shares or other LTIP Awards earned or vested but not previously paid through the date of termination: and (B) payment for any accrued but unused paid holiday as at the effective date of termination; and (C) any reimbursements to which he may be entitled under paragraph 6 of this Agreement. (b) If the Executive’s employment is terminated during the Term by: (i) the Company without Cause pursuant to paragraph 12(d), or (ii) the Executive for Good Reason pursuant to paragraph 12(c) then in full satisfaction of the Company’s obligations under this Agreement, the Executive, his beneficiaries or estate, as appropriate, shall pay be entitled to receive the following: (A) an amount equal to the Executive a lump sum cash Base Salary, bonuses and any performance shares or other LTIP Awards earned but not previously paid through the date of termination; and (B) payment for any accrued but unused paid holiday as at the effective date of termination; and (C) any reimbursements to which he may be entitled under paragraph 6 of this Agreement; and (D) an amount equal to the sum of the annual Base Salary then in effect and the annual Target Bonus (Aas determined under paragraph 5(b)) for the year during which the termination occurs, multiplied by the greater of (i) two (2); or (ii) the remaining number of years and fractions thereof (with each full and partial month counting as one-twelfth (1/12th) of a year) in the Term; and (E) medical benefit continuation under the Company’s medical plan for a period of three (3) years following the termination of the Executive's Base Compensation, accrued vacation pay ’s employment at the Company’s expense and reimbursable expenses incurred through thereafter at the Termination Date, in each case to the extent not theretofore paid, Executive’s expense; and (BF) the Executive's annual bonus in an amount equal accelerated vesting (to 100% vested) of unvested share options, Shares Appreciation Rights (“SARs”) and Restricted Share Units (“RSUs”), if any, awarded to Executive under the annualized LTIP or otherwise; and (for any fiscal year consisting of less than 12 full months or G) payment with respect to which the Executive has been employed by the Company for less than 12 full months) bonus payable any outstanding Performance Shares previously awarded to the Executive by the Company for the fiscal year in which the Termination Date occurs (determined Executive, with performance measured at the higher end of the target or actual level of performance for such year), multiplied by a fraction, the numerator of which is the number of days in the fiscal Bonus year in which the termination occurs prior to and paid by no later than 31 March following the Termination Date end of the Bonus year and with the denominator valuation of which is 365 or 366, as applicable, such Performance Shares (Cif paid in cash) three times based on the Executive's highest annual rate average of Base Compensation during the three full fiscal years prior to the Termination Date, last ten (D10) three times the greater trading days of (I) the Executive's highest annual bonus payable during the three full fiscal years prior to the Termination Date and (II) the target bonus payable for the year in which the Termination Date occurs termination occurs, pro rated for the number of months worked from the date of grant until such termination. (c) In the event of a Change of Control by the Company as defined in the LTIP, the Executive shall be entitled to Group A Benefits under the MRH Severance Plan, as in effect on the date hereof (“Severance Plan”), provided, however, that such Group A Benefits shall be applied against and shall reduce the benefits payable under paragraph 13(b). In addition, if the Executive’s employment is terminated in any of the circumstances covered by these paragraphs 13(b) and (E) all accruals under the Zenith Electronics Corporation Supplemental Salaried Profit Sharing Retirement Plan; (ii) for a period of three years commencing on the Termination Datec), then notwithstanding any provision in any Company or until such earlier date on which Group Company share option held by the Executive becomes covered under similar plans maintained by a subsequent employerto the contrary, the Executive shall be entitled to exercise any Company shall continue or Group Company share options during the two (2) year period beginning on his date of termination (but not beyond the expiration date of the option). Payment of benefits upon termination under paragraphs (D), (E), (F), and (G) of paragraph 13(b) are subject to provide the Executive and his dependents with coverage, or shall provide substantially equivalent coverage, under all welfare benefit plans or arrangements (including group medical and dental, health and accident, long-term disability, short-term disability, group life insurance and executive insurance programs) with the same level of coverage, conditioned upon the same terms Executive’s execution of a Separation Agreement and otherwise General Release to be agreed between the same extent as such plans or arrangements shall have been in effect immediately prior to parties within the Termination Date or, if more favorable to the Executive, as provided generally with respect to other peer executives meaning of the Company. If the Company cannot provide such continued coverage or substantially equivalent coverage, the Company shall pay the Executive a lump sum cash amount equal to the present value of such coverage; and (iii) the Company shall provide outplacement services appropriate for the Executive in accordance with industry standards (which shall not exceed 15% of the Executive's Base Compensation)Severance Plan.

Termination Payments and Benefits. If during a Change in Control Period, as defined in Section 8, In the Employment Period event of the Executive shall terminate other than by reason of a Nonqualifying Termination, as defined in Section 8, then the Company shall pay or provide to the Executive (or his executor, administrator or other legal representative, as the case may be) and within 30 days following the Termination DateTermination, as compensation for services rendered to the Company and in lieu of any severance amounts which otherwise would be payable to the Executive, the following amounts: (i) the Company shall pay to the Executive a lump sum cash Executive: (a) His base salary and all other benefits due him as if he had remained an employee pursuant to this Agreement through the remainder of the month in which Termination occurs less applicable withholding taxes and other authorized payroll deductions; (b) An amount equal to the sum of (A) target award for the Executive's Base Compensation, accrued vacation pay and reimbursable expenses incurred through Executive under the Termination Date, in each case to the extent not theretofore paid, (B) the ExecutiveCompany's annual bonus in an amount equal to the annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus payable to the Executive by the Company plan for the fiscal year in which the Termination Date occurs (determined at the higher occurs, reduced pro rata for that portion of the target or actual level of performance for such year), multiplied by a fraction, the numerator of which is the number of days in the fiscal year not completed as of the end of the month in which Termination occurs, provided that if the termination occurs prior Executive has deferred his award for such year under the Company's deferred compensation plan, the payment due the Executive under this Paragraph (b) shall be paid in accordance with the terms of the deferral; (c) An amount equal to the Termination Date and target award for the denominator of which is 365 or 366, as applicable, (C) three times Executive under the ExecutiveCompany's highest annual rate of Base Compensation during the three full fiscal years prior to the Termination Date, (D) three times the greater of (I) the Executive's highest annual bonus payable during the three full fiscal years prior to the Termination Date and (II) the target bonus payable long-term incentive plan for the year in which Termination occurs, reduced pro rata for that portion of the fiscal year not completed as of the end of the month in which Termination Date occurs occurs; and (d) A lump sum severance allowance in an amount which is equal to the sum of the amounts determined in accordance with the following subparagraphs (i) and (Eii): (i) all accruals under An amount equivalent to three times his annual base salary at the Zenith Electronics Corporation Supplemental Salaried Profit Sharing Retirement Plan; (ii) for a period of three years commencing on the Termination Date, or until such earlier date on which the Executive becomes covered under similar plans maintained by a subsequent employer, the Company shall continue to provide the Executive and his dependents with coverage, or shall provide substantially equivalent coverage, under all welfare benefit plans or arrangements (including group medical and dental, health and accident, long-term disability, short-term disability, group life insurance and executive insurance programs) with the same level of coverage, upon the same terms and otherwise to the same extent as such plans or arrangements shall have been rate in effect immediately prior to the Termination Date or, if more favorable to the Executive, as provided generally with respect to other peer executives of the Company. If the Company cannot provide such continued coverage or substantially equivalent coverage, the Company shall pay the Executive a lump sum cash amount equal to the present value of such coverageTermination; and (iiiii) An amount equivalent to three times the Company shall provide outplacement services appropriate for highest annual bonus earned under the Executive Company's Management Incentive Compensation Program, or successor bonus plan in accordance with industry standards (which shall not exceed 15% of effect from time to time, during the three consecutive complete bonus years immediately prior to Termination; provided, however, that in the event that the Executive's Base Compensation)employment is terminated prior to the completion of three complete bonus years, any prorated annual bonus received by the Executive shall be annualized and the bonus years in which the Executive's employment commences or terminates shall be deemed to be "complete bonus years" for purposes of determining the highest annual bonus earned by the Executive during the three complete bonus years immediately prior to Termination.

Termination Payments and Benefits. If during In the event of a Change in Control PeriodQualifying Termination, subject to the Executive’s execution no earlier than the Qualifying Termination Date and within thirty (30) days following the Qualifying Termination Date, delivery and expiration of the revocation period without revocation of the Release Agreement attached hereto as defined in Section 8Exhibit B (the “Release Agreement”, and such period, the Employment Period of “Release Review Period”) and Executive’s continued compliance with Section 6 hereof (collectively, the “Severance Requirements”), the Executive shall terminate other than by reason of a Nonqualifying Termination, as defined in Section 8, then the Company shall pay or provide be entitled to the Executive (or his executor, administrator or other legal representative, as the case may be) within 30 days following the Termination Date, as compensation for services rendered to the Company and in lieu of any severance amounts which otherwise would be payable to the Executive, the following amounts: (i) the Company shall pay to the Executive a lump sum cash an amount equal to $3,600,000, payable quarterly in advance for the sum of succeeding quarter in equal installments during the twenty-four (A24) month period following the Executive's Base Compensation, accrued vacation pay and reimbursable expenses incurred through the Qualifying Termination Date, in each case to ; provided that the extent not theretofore paidfirst payment shall be made on the first regularly scheduled payroll date following the end of the Release Review Period and shall include payment of any amounts that would otherwise be due prior thereto, (Bii) the Executive's annual bonus in an amount equal to the annualized (for any fiscal year consisting pro-rated portion of less than 12 full months or with respect to which the annual bonus Executive has been employed by the Company for less than 12 full months) bonus payable to the Executive by the Company earned for the fiscal year in which period from January 1, 2019 through the Termination Date occurs (determined at the higher of the target or Transition Date, based on actual level of performance for such year)period, multiplied by a fractionwhich may be less than, equal to or greater than the numerator Executive’s target annual bonus for such period of which is the number of days in the fiscal year in which the termination occurs prior to the Termination Date and the denominator of which is 365 or 366$354,000, as applicable, (C) three times determined by the Executive's highest annual rate compensation committee of Base Compensation during the three full fiscal years prior to the Termination Date, (D) three times the greater board of (I) the Executive's highest annual bonus payable during the three full fiscal years prior to the Termination Date and (II) the target bonus payable for the year in which the Termination Date occurs and (E) all accruals under the Zenith Electronics Corporation Supplemental Salaried Profit Sharing Retirement Plan; (ii) for a period of three years commencing on the Termination Date, or until such earlier date on which the Executive becomes covered under similar plans maintained by a subsequent employer, the Company shall continue to provide the Executive and his dependents with coverage, or shall provide substantially equivalent coverage, under all welfare benefit plans or arrangements (including group medical and dental, health and accident, long-term disability, short-term disability, group life insurance and executive insurance programs) with the same level of coverage, upon the same terms and otherwise to the same extent as such plans or arrangements shall have been in effect immediately prior to the Termination Date or, if more favorable to the Executive, as provided generally with respect to other peer executives directors of the Company. If the Company cannot provide such continued coverage or substantially equivalent coverage, the Company shall pay the Executive payable in a lump sum cash on the first payroll date following the Release Review Period, (iii) an amount equal to $675,000, subject to Executive’s fulfillment of Executive’s Duties during the present value Transition Period, as determined by the compensation committee of such coverage; and (iii) the board of directors of the Company shall provide outplacement services appropriate payable in a lump sum on the first payroll date following the Release Review Period and (iv) if the Company consummates an Initial Public Offering (as defined in that certain ProSight Global Holdings Limited Amended and Restated Shareholders’ Agreement dated June 11, 2013 (the “Shareholders’ Agreement”)) during the Transition Period and Executive substantially fulfills Executive’s Duties during the Transition Period, as determined in good faith by the compensation committee of the board of directors of the Company, an amount equal to $3,000,000 or if the Company does not consummate an Initial Public Offering during the Transition Period but Executive substantially fulfills Executive’s Duties during the Transition Period, as determined in good faith by the compensation committee of the board of directors of the Company, an amount equal to $1,500,000, in either case, payable quarterly in advance for the Executive succeeding quarter in accordance with industry standards equal installments during the eighteen (which 18) month period following the Qualifying Termination Date; provided that the first payment shall not exceed 15% be made on the first regularly scheduled payroll date following the end of the Executive's Base Compensation)Release Review Period and shall include payment of any amounts that would otherwise be due prior thereto.

Termination Payments and Benefits. (a) If during a Change the Executive’s employment is terminated by the Company for Cause pursuant to paragraph 7(c), then in Control Period, as defined in Section 8, the Employment Period full satisfaction of the Executive shall terminate other than by reason of a Nonqualifying TerminationCompany’s obligations under this Agreement, as defined in Section 8, then the Company shall pay or provide to the Executive (or his executor, administrator or other legal representative, as the case may be) within 30 days following the Termination Date, as compensation for services rendered to the Company and in lieu of any severance amounts which otherwise would be payable to the Executive, his beneficiaries or estate, as appropriate, shall be entitled to receive, no later than seventy-five (75) days following such termination, (A) the Base Salary provided for herein up to and including the effective date of termination, prorated on a daily basis; (B) payment for any accrued, but unused paid holiday as of the effective date of termination; and (C) any reimbursements to which he may be entitled under paragraph 5 of this Agreement. (b) If the Executive’s employment is terminated by: (i) reason of the Executive’s death or disability, or (ii) the Executive without Good Reason pursuant to paragraph 7(f), then in full satisfaction of the Company’s obligations under this Agreement, the Executive, his beneficiaries or estate, as appropriate, shall be entitled to receive, no later than seventy-five (75) days following amounts:such termination, (A) the Base Salary provided for herein up to and including the effective date of termination, prorated on a daily basis; (B) payment for any accrued, but unused paid holiday as of the effective date of termination; (C) any reimbursements to which he may be entitled under paragraph 5 of this Agreement; and (D) repatriation expenses equal to three (3) months of Base Salary and Housing Allowance. (c) If the Executive’s employment is terminated by: (i) the Company without Cause pursuant to paragraph 7(e), or (ii) the Executive for Good Reason pursuant to paragraph 7(d), then in full satisfaction of the Company’s obligations under this Agreement, the Executive, his beneficiaries or estate, as appropriate, shall pay be entitled to receive: (A) an amount equal to the Base Salary, bonuses and any Performance Shares, RSUs or other LTIP Awards earned but not previously paid through the date of termination; (B) payment for any accrued but unused paid holiday as of the effective date of termination; (C) any reimbursements to which the Executive a lump sum cash may be entitled under paragraph 5 of this Agreement; (D) an amount equal to the sum of the Base Salary then in effect and the annual Target Bonus for the year during which the termination occurs, multiplied by the greater of (AI) two (2), or (II) the remaining number of years and fractions thereof (with each full and partial month counting as one-twelfth (1/12th) of a year) in the Term; (E) medical benefit continuation under the Company’s medical plan for the Executive and his household for a period of three (3) years following the termination of the Executive's Base Compensation, accrued vacation pay ’s employment at the Company’s expense and reimbursable expenses incurred through thereafter at the Termination Date, in each case Executive’s expense; (F) full vesting to 100% (but not accelerated payment) of any unvested RSUs or other long-term incentive compensation awarded to the extent not theretofore paid, Executive under any LTIP or award or similar agreement; and (BG) the Executive's annual bonus in an amount equal to the annualized (for any fiscal year consisting of less than 12 full months or pro rata payment with respect to which the Executive has been employed by the Company for less than 12 full months) bonus payable any outstanding Performance Shares previously awarded to the Executive by the Company for the fiscal year in which the Termination Date occurs (determined Executive, with performance measured at the higher end of the target or actual level of performance for such year), multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the termination occurs prior to and with the Termination Date and valuation of such Performance Shares (if paid in cash) based on the denominator average of which is 365 or 366, as applicable, the last ten (C10) three times the Executive's highest annual rate trading days of Base Compensation during the three full fiscal years prior to the Termination Date, (D) three times the greater of (I) the Executive's highest annual bonus payable during the three full fiscal years prior to the Termination Date and (II) the target bonus payable for the year in which the Termination Date occurs termination occurs. In addition, the Executive shall be entitled to Group A Benefits under the Montpelier Re Holdings Severance Plan (“Severance Plan”), if such Severance Plan has been adopted and is then in effect; provided, however, that such Group A Benefits shall be applied against and shall reduce the benefits payable under this paragraph 8(c). In addition, if the Executive’s employment is terminated in any of the circumstances covered by this paragraph 8(c), then notwithstanding any provision in any Company stock option held by the Executive to the contrary, the Executive shall be entitled to exercise any Company stock options during the two (2) year period beginning on his date of termination (but not beyond the expiration date of the option). Payment of benefits upon termination under clauses (D), (E), (F), and (EG) all accruals under the Zenith Electronics Corporation Supplemental Salaried Profit Sharing Retirement Plan; of this paragraph 8(c) shall be made no later than seventy-five (ii75) for a period of three years commencing on the Termination Datedays following such termination, or until such earlier date on which the Executive becomes covered under similar plans maintained by a subsequent employer, the Company shall continue subject to provide the Executive and his dependents with coverage, or shall provide substantially equivalent coverage, under all welfare benefit plans or arrangements (including group medical and dental, health and accident, long-term disability, short-term disability, group life insurance and executive insurance programs) with the same level of coverage, conditioned upon the same terms Executive’s execution, within sixty (60) days following such termination, of a Separation Agreement and otherwise to General Release within the same extent as such plans or arrangements shall have been in effect immediately prior to the Termination Date or, if more favorable to the Executive, as provided generally with respect to other peer executives meaning of the Company. If the Company cannot provide such continued coverage or substantially equivalent coverage, the Company shall pay the Executive a lump sum cash amount equal to the present value of such coverage; and (iii) the Company shall provide outplacement services appropriate for the Executive in accordance with industry standards (which shall not exceed 15% of the Executive's Base Compensation)Severance Plan.

Termination Payments and Benefits. If during a Change in Control Period, as defined in Section 8, the Employment Period of the Executive shall terminate other than by reason of a Nonqualifying Termination, as defined in Section 8, then the Company shall pay or provide Subject to the Executive (or his executor, administrator or other legal representative, as the case may be) within 30 days following Executive’s continued employment through the Termination Date, as compensation for services rendered to the Company and in lieu of any severance amounts which otherwise would be payable to the Executive’s timely execution, delivery and non-revocation of a Release (as described in Section 2(c) below), and Section 4 below, the Executive shall be entitled to receive the following amountspayments and benefits: (i) the Company shall pay to the Executive a lump sum cash amount pro rata Annual Bonus for Fiscal Year 2013 equal to the sum product of (A) the Executive's Base Compensation, accrued vacation pay Annual Bonus which the Executive would otherwise have been eligible for Fiscal Year 2013 based on actual performance and reimbursable expenses incurred through the Termination Date, in each case to the extent not theretofore paid, (B) the Executive's annual bonus in an amount equal to the annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus payable to the Executive by the Company for the fiscal year in which the Termination Date occurs (determined at the higher of the target or actual level of performance for such year), multiplied by a fraction, the numerator of which is the number of calendar days in the fiscal year in which the termination occurs prior to such performance period through the Termination Date and the denominator of which is 365 or 366365, as applicable, (C) three times the Executive's highest annual rate of Base Compensation which amount shall be paid during the three full period commencing on April 15, 2013 and ending on May 31, 2013; (ii) Notwithstanding anything to the contrary in any of the Equity Award Agreements: (A) the Mxxxxxxx Options shall remain issued, outstanding and exercisable from the Termination Date through and including June 29, 2013 and shall expire if and to the extent they remain unexercised as of June 30, 2013; (B) a pro rata portion of the Restricted Shares in respect of each Restricted Stock Agreement shall vest on the Termination Date equal to the product of (1) the number of Restricted Shares granted under such agreement and (2) a fraction, the numerator of which is the number of completed fiscal years prior to of service from the Termination Date, (D) three times grant date of the greater of (I) the Executive's highest annual bonus payable during the three full fiscal years prior applicable Restricted Shares to the Termination Date and denominator of which is three (II3); (C) a pro rata portion of the RSU’s in respect of each RSU Agreement shall vest as of the end of the applicable performance period equal to the product of (1) the number of RSUs granted under such agreement that would have otherwise vested based on actual performance during the applicable performance period (i.e., 0% to 200% of the target bonus payable for number of RSUs) and (2) a fraction, the year in numerator of which is the number of completed fiscal years that have elapsed during the applicable performance period through and including the Termination Date occurs and the denominator of which is three (3), which RSUs shall be settled at such times as such RSUs would otherwise have been settled absent the Executive’s termination of employment; Except as set forth in subsections (A), (B) and (EC) all accruals under the Zenith Electronics Corporation Supplemental Salaried Profit Sharing Retirement Plan; (ii) for a period of three years commencing on the Termination Datethis Section 2(b)(ii), or until such earlier date on which the Executive becomes covered under similar plans maintained by a subsequent employershall remain subject to all terms and conditions set forth in the 2003 Share Option Plan, the Company shall continue to provide the Executive and his dependents with coverage, or shall provide substantially equivalent coverage, under all welfare benefit plans or arrangements (including group medical and dental, health and accident, long-term disability, short-term disability, group life insurance and executive insurance programs) with the same level of coverage, upon the same terms and otherwise to the same extent as such plans or arrangements shall have been in effect immediately prior to the Termination Date or, if more favorable to the ExecutiveOmnibus Plan, as provided generally with respect to other peer executives of applicable, and the Company. If the Company cannot provide such continued coverage or substantially equivalent coverage, the Company shall pay the Executive a lump sum cash amount equal to the present value of such coverage; and (iii) the Company shall provide outplacement services appropriate for the Executive in accordance with industry standards (which shall not exceed 15% of the Executive's Base Compensation)Equity Award Agreements.

Termination Payments and Benefits. If during a Change in Control Period, as defined in Section 8, the Employment Period of the Executive shall terminate other than by reason of a Nonqualifying Termination, as defined in Section 8, then the Company shall pay or provide to the Executive (or his executor, administrator or other legal representative, as the case may be) within 30 days following the Termination Date, as compensation for services rendered to the Company and in lieu of any severance amounts which otherwise would be payable to the Executive, the following amounts: (i) the Company shall pay to the Executive a lump sum cash amount equal to the sum of (A) the Executive's Base Compensation, accrued vacation pay and reimbursable expenses incurred through the Termination Date, in each case to the extent not theretofore paid, (B) the Executive's annual bonus in an amount equal to the annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus payable to the Executive by the Company for the fiscal year in which the Termination Date occurs (determined at the higher of the target or actual level of performance for such year), multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the termination occurs prior to the Termination Date and the denominator of which is 365 or 366, as applicable, (C) three times the Executive's highest annual rate of Base Compensation during the three full fiscal years prior to the Termination Date, (D) three times the greater of (I) the Executive's highest annual bonus payable during the three full fiscal years prior to the Termination Date and (II) the target bonus payable for the year in which the Termination Date occurs and (E) all accruals under the Zenith Electronics Corporation Supplemental Salaried Profit Sharing Retirement Plan; (ii) for a period of three years commencing on the Termination Date, or until such earlier date on which the Executive becomes covered under similar plans maintained by a subsequent employer, the Company shall continue to provide the Executive and his dependents with coverage, or shall provide substantially equivalent coverage, under all welfare benefit plans or arrangements (including group medical and dental, health and accident, long-term disability, short-term disability, group life insurance and executive insurance programs) with the same level of coverage, upon the same terms and otherwise to the same extent as such plans or arrangements shall have been in effect immediately prior to the Termination Date or, if more favorable to the Executive, as provided generally with respect to other peer executives of the Company. If the Company cannot provide such continued coverage or substantially equivalent coverage, the Company shall pay the Executive a lump sum cash amount equal to the present value of such coverage; and (iii) the Company shall provide outplacement services appropriate for the Executive in accordance with industry standards (which shall not exceed 15% of the Executive's Base Compensation).

Termination Payments and Benefits. If during a Change in Control PeriodUpon termination of your employment for any reason, as defined in Section 8, the Employment Period including upon nonrenewal of the Executive Agreement, you shall terminate other than by reason thereafter receive, less applicable withholding taxes, (u) any unpaid Salary through and including the date of a Nonqualifying Terminationtermination, as defined in Section 8, then any unpaid Bonus earned for the Company shall pay or provide calendar year prior to the Executive calendar year in which you are terminated, and any business expense reimbursements incurred but not yet approved and/or paid, payable within thirty (or his executor, administrator or other legal representative, as the case may be30) within 30 days following the Termination Dateyour termination date, as compensation for services rendered (v) any accrued vested benefits under any employee benefit or pension plan of CBS or its affiliates (including any equity plan or award agreement thereunder) subject to the Company terms and conditions of such plan or pursuant to applicable law, (w) any rights in lieu of connection with your interests as a stockholder, (x) any severance rights to indemnification pursuant to paragraph 19, and (y) such other amounts which otherwise would as are required to be payable paid or provided by law (the “Accrued Obligations”), and (z) subject to the Executiveyour compliance with paragraph 7(k) hereunder, the following amountspayments and benefits: (i) Pro-Rata Bonus: a Target Bonus (ignoring any reduction in your Target Bonus prior to your termination date that constituted Good Reason) for the Company shall pay to calendar year in which your employment is terminated, prorated based on the Executive number of calendar days of such year elapsed through the date your employment is terminated (the “Pro-Rata Bonus”), payable, less applicable deductions and withholding taxes, in a lump sum cash between January 1st and March 15th of the following calendar year; (ii) Cash Severance: a severance amount equal to three (3) times the sum of (Ax) your then current base Salary described in paragraph 3(a) (ignoring any reduction in base Salary that constituted Good Reason) plus (y) the Executive's Base Compensation, accrued vacation pay and reimbursable expenses incurred through greater of your Target Bonus (ignoring any reduction in your Target Bonus prior to such date that constituted Good Reason) or the Termination Date, in each case to the extent not theretofore paid, (B) the Executive's annual bonus in an amount equal to the annualized (for any fiscal year consisting average of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus payable to the Executive by the Company your actual bonuses for the three fiscal year in which the Termination Date occurs (determined at the higher of the target or actual level of performance for such year), multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the termination occurs years completed prior to the Termination Date date that the Merger Agreement is fully executed by all parties thereto, paid in a lump sum within thirty (30) days following your termination date; provided, however, that if you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to procedures adopted by the denominator Company) at the time of your termination and any portion of the Cash Severance amount constitutes “deferred compensation” within the meaning of Section 409A, such portion shall be paid to you in a lump sum on the first day of the seventh calendar month following the calendar month in which is 365 your termination occurs or 366your date of death, if earlier (the “Permissible Payment Date”), rather than as described above, and any remaining Cash Severance amount shall be Xxxxx Xxxxxx as of August 13, 2019 paid to you or your estate, as applicable, (C) three times following the Executive's highest annual rate of Base Compensation during the three full fiscal years prior to the Termination Date, (D) three times the greater of (I) the Executive's highest annual bonus payable during the three full fiscal years prior to the Termination Permissible Payment Date and (II) the target bonus payable for the year in which the Termination Date occurs and (E) all accruals under the Zenith Electronics Corporation Supplemental Salaried Profit Sharing Retirement Plan; (ii) for a period of three years commencing on the Termination Date, or until such earlier date on which the Executive becomes covered under similar plans maintained by a subsequent employer, the Company shall continue to provide the Executive and his dependents with coverage, or shall provide substantially equivalent coverage, under all welfare benefit plans or arrangements (including group medical and dental, health and accident, long-term disability, short-term disability, group life insurance and executive insurance programs) with the same level of coverage, upon the same terms and otherwise to the same extent as such plans or arrangements shall have been in effect immediately prior to the Termination Date or, if more favorable to the Executive, as provided generally with respect to other peer executives of the Company. If the Company cannot provide such continued coverage or substantially equivalent coverage, the Company shall pay the Executive a lump sum cash amount equal to the present value of such coverage; and (iii) the Company shall provide outplacement services appropriate for the Executive in accordance with industry standards the schedule set forth in paragraphs 7(b)(ii)(A) and (which shall not exceed 15% B) of the Executive's Base Compensation).Prior Employment Agreement. Each payment pursuant to this paragraph 7(h)(ii) shall be regarded as a separate payment and not one of a series of payments for purposes of Section 409A;

Termination Payments and Benefits. (a) If during a Change the Executive’s employment is terminated by the Company for Cause pursuant to paragraph 7(c), then in Control Period, as defined in Section 8, the Employment Period full satisfaction of the Executive shall terminate Company’s obligations under this Agreement (other than by reason of a Nonqualifying Terminationhis rights under paragraph 12 or 15(b)), as defined in Section 8, then the Company shall pay or provide to the Executive (or his executor, administrator or other legal representative, as the case may be) within 30 days following the Termination Date, as compensation for services rendered to the Company and in lieu of any severance amounts which otherwise would be payable to the Executive, the his beneficiaries or estate, as appropriate, shall be entitled to receive, no later than seventy-four (74) days following amounts: (i) the Company shall pay to the Executive a lump sum cash amount equal to the sum of such termination, (A) the Executive's Base CompensationSalary provided for herein up to and including the effective date of termination, accrued vacation pay and reimbursable expenses incurred through the Termination Date, in each case to the extent not theretofore paid, prorated on a daily basis; (B) payment for any accrued, but unused paid holiday as of the effective date of termination; and (C) any reimbursements to which he may be entitled under paragraph 5 of this Agreement. (b) If the Executive's annual bonus ’s employment is terminated by reason of the Executive’s death or disability then in full satisfaction of the Company’s obligations under this Agreement, the Executive, his beneficiaries or estate, as appropriate, shall be entitled to receive, no later than seventy-four (74) days following such termination for clauses (A) — (D) and (F), (A) the Base Salary provided for herein up to and including the effective date of termination, prorated on a daily basis, and an amount equal to the annualized (for bonuses and any fiscal year consisting RSUs or other LTIP awards fully earned and vested but not previously paid through the date of less than 12 full months or with respect to which the Executive has been employed by termination, including, without limitation, any annual bonus that the Company for less than 12 full months) bonus has determined is payable to the Executive for performance periods which have ended prior to the date of termination; (B) payment for any accrued, but unused paid holiday as of the effective date of termination; (C) any reimbursements to which he may be entitled under paragraph 5 of this Agreement; (D) repatriation expenses equal to six (6) months of Base Salary; (E) any other applicable benefits or entitlements pursuant to paragraph 12 and 15(b) of this Agreement or any other benefits that are accrued and vested as of the date of termination under any applicable plan, policy or program of, or other agreement with, the Company or any Group Company (payable in accordance with the applicable plan, policy, program or agreement); and (F) the unvested portion of the Fixed RSU Award (and any similar RSU award), any performance-based RSUs and any other unvested LTIP or other long-term incentive compensation awards, in each case, that are outstanding as of the date of such termination shall be deemed vested in full as of the date of termination, provided that in the case of performance-based RSUs and other performance-based awards, the foregoing treatment shall only apply to the RSUs and other awards that have been “earned” as of the date of termination but which remain subject to time-based vesting. (c) If the Executive’s employment is terminated by the Executive without Good Reason pursuant to paragraph 7(f), then in full satisfaction of the Company’s obligations under this Agreement, the Executive, his beneficiaries or estate, as appropriate, shall be entitled to receive, (A) the Base Salary provided for herein up to and including the effective date of termination, prorated on a daily basis, and an amount equal to the bonuses and any RSUs or other LTIP awards fully earned and vested but not previously paid through the date of termination, including, without limitation, any annual bonus that the Company has determined is payable to the Executive for performance periods which have ended prior to the date of termination; (B) an amount equal to the Base Salary provided for herein, payable in equal monthly installments in arrears for twelve (12) months following the date of termination, prorated on a daily basis, subject at all times to the option by the Company for to release the fiscal year in which the Termination Date occurs (determined at the higher Executive’s obligations under paragraph 10 of the target or actual level of performance for such year), multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the termination occurs this Agreement prior to the Termination Date end of such 12-month period thereby terminating such payments with immediate effect as of the date Company so releases such obligations; (C) payment for any accrued, but unused paid holiday as of the effective date of termination; (D) any reimbursements to which he may be entitled under paragraph 5 of this Agreement as of the effective date of termination; (E) subject to paragraph 15(n), medical benefits continuation under the Company’s medical plan for the Executive and his household for a period of twelve (12) months following termination, subject at all times to the denominator option by the Company to release the Executive’s obligations under paragraph 10 of which is 365 this Agreement prior to the end of such 12-month period thereby terminating such benefits continuation with immediate effect; and (F) any other applicable benefits or 366entitlements pursuant to paragraphs 12 and 15(b) of this Agreement or any other benefits that are accrued and vested as of the date of termination under any applicable plan, as applicablepolicy or program of, or other agreement with, the Company or any Group Company (payable in accordance with the applicable plan, policy, program or agreement). Payment of the benefits upon termination under clauses (A), (C) three times and (D) of this paragraph 8(c) shall be made no later than seventy-four (74) days following termination of employment. In addition, the Executive's highest annual rate ’s unvested RSUs or other long-term incentive compensation awarded to the Executive under any LTIP or award or similar agreement (including, pursuant to paragraph 4(c) above) shall continue to vest for twelve (12) months following the Executive’s termination from the Company without Good Reason, subject at all times to the option by the Company to release the Executive’s obligations under paragraph 10 of Base Compensation during the three full fiscal years this Agreement prior to the Termination Date, (D) three times the greater end of (I) the Executive's highest annual bonus payable during the three full fiscal years prior to the Termination Date and (II) the target bonus payable for the year such 12-month period in which the Termination Date occurs and (E) all accruals under the Zenith Electronics Corporation Supplemental Salaried Profit Sharing Retirement Plan; (ii) for a period of three years commencing on the Termination Date, or until such earlier date on which the Executive becomes covered under similar plans maintained by a subsequent employercase, the Company shall continue to provide unvested portion of the Executive Fixed RSU Award (and his dependents with coverageany similar RSU award), any performance-based RSUs and any other unvested LTIP or shall provide substantially equivalent coverage, under all welfare benefit plans or arrangements (including group medical and dental, health and accident, other long-term disabilityincentive compensation awards, short-term disabilityin each case, group life insurance and executive insurance programs) with that are scheduled to vest on or before the same level of coverage, upon the same terms and otherwise to the same extent as such plans or arrangements shall have been in effect immediately prior to the Termination Date or, if more favorable to the Executive, as provided generally with respect to other peer executives of the Company. If the Company cannot provide such continued coverage or substantially equivalent coverage, the Company shall pay the Executive a lump sum cash amount equal to the present value end of such coverage; and (iii) the Company shall provide outplacement services appropriate for the Executive in accordance with industry standards (which shall not exceed 15% of the Executive's Base Compensation).12-

Termination Payments and Benefits. If (i) Form and Amount. Upon Executive's involuntary termina- tion, other than for Cause, the Company shall: (a) subject to Section 5.5(iii), pay or provide Execu- tive (1) his annual salary and benefits until the date of termination, (2) within five business days after any revocation period in the release described in Section 5.5(iii) has expired, a lump sum cash payment equal to three multiplied by the sum of (x) and (y), where (x) is Executive's highest annual base salary in effect during the three years prior to his date of termination, and (y) is the highest annual incentive compensation earned by Executive during the three years prior to his termination; provided, however, that all amounts received by Executive pursuant to the Ultramar Diamond Shamrock Corporation Intermediate Incentive and Performance-Based Restricted Stock Plan shall not be considered "annual incentive compensation" for purposes of this Section 5.5(i)(a)(2), (3) three additional years of age and service credit under all Company-sponsored employee benefit plans, including all retirement income plans and welfare benefit plans, policies or programs or arrangements in which Executive participates, including any savings, pension, supplemental executive retirement or other retirement income or welfare benefit, short or long-term disability, and any other deferred compensation, group and/or executive life, health, retiree health, medical/hospital, or other insurance (whether funded by actual insurance or self-insured by the Company), expense reimbursement or other employee benefit plans, policies, programs or arrangements or any equivalent successor plans, policies, programs or arrangements that may not now exist or may be adopted hereafter by the Company (but only to the extent that eligibility, vesting, or the timing or amount of the benefit are dependent upon age and/or service); provided, however, that in the case of a qualified defined benefit pension plan, the present value of the additional benefit Executive would have accrued if he had been credited for all purposes with the three additional years of age and service under such plan as of his date of termination with the Company will be paid in a lump sum in cash within five business after any revocation period in the release described in Section 5.5(iii) has expired, with (i) in the event that Executive's aforementioned involuntary termination occurs on or after a "Change in Control PeriodControl" of the Company, as defined in Section 86.2 (or prior to, but in anticipation of, such a "Change in Control"), such present value being determined using the interest rate and mortality table set forth in Section 4.1(m)(i) and 4.1(n)(i), respectively, of the Ultramar Corporation Supplemental Executive Retirement Plan (or any equivalent successor plan, policy, program or arrangement) (collectively, the Employment Period "Ultramar SERP") and (ii) in the event that Executive's aforementioned involuntary termination occurs prior to such a "Change in Control" of the Executive shall terminate Company (other than by reason such a termination in anticipation of such a Nonqualifying Termination"Change in Control"), as defined such present value being determined using the interest rate and mortality table set forth in Section 84.1(m)(ii) and 4.1(n)(ii), then respectively, f the Company Ultramar SERP, and further, provided, in crediting the three additional years of age and service for purposes of calculating current and unused vacation such additional years shall pay or provide be applied in determining the amount of annual vacation to the which Executive is entitled, but shall not be deemed to cause Executive to have earned three additional years worth of unused vacation, (or his executor, administrator or other legal representative, as the case may be4) within 30 five business days following after any revocation period in the Termination Datereleasedescribed in Section 5.5(iii) has expired, as compensation for services rendered to the Company and in lieu of any severance amounts which otherwise would be payable to the Executive, the following amounts: (i) the Company shall pay to the Executive a lump sum cash amount payment equal to three times the sum maximum amount the Company could have contributed on behalf of (A) Executive to all of the Company-sponsored qualified and nonqualified defined contribution retirement plans in which Executive participated for any of the three years ending on the date of the Executive's Base Compensation, accrued vacation pay and reimbursable expenses incurred through termination of employment assuming that the Termination Date, in each case to executive made the extent not theretofore paid, maximum voluntary contributions thereto, (B) the Executive's annual bonus in an amount equal to the annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus payable to the Executive by the Company for the fiscal year in which the Termination Date occurs (determined at the higher of the target or actual level of performance for such year), multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the termination occurs prior to the Termination Date and the denominator of which is 365 or 366, as applicable, (C) three times the Executive's highest annual rate of Base Compensation during the three full fiscal years prior to the Termination Date, (D) three times the greater of (I) the Executive's highest annual bonus payable during the three full fiscal years prior to the Termination Date and (II) the target bonus payable for the year in which the Termination Date occurs and (E) all accruals under the Zenith Electronics Corporation Supplemental Salaried Profit Sharing Retirement Plan; (ii5) for a period of three years commencing on after the Termination Datedate of Executive's termination of employment, the continuation of the employee welfare benefits set forth in Section 4.2 (other than short-term or long- term disability benefits), except as offset by benefits paid by other sources as set forth in Section 8.2, or until as provided in Section 5.5(ii) (provided, however, that in the event that any such earlier date on which continued coverage is not permitted under the Executive becomes covered under similar plans maintained by a subsequent employerterms of any applicable welfare plan or policy, the Company shall continue to provide the Executive and his dependents with coverage, or shall provide substantially equivalent coverage, under all welfare benefit plans or arrangements (including group medical and dental, health and accident, long-term disability, short-term disability, group life insurance and executive insurance programs) with the same level after-tax economic equivalent of coverageany coverage foregone, upon such economic equivalent to be deemed to be no less than the same terms total cost to Executive of obtaining such coverage on an individual basis and otherwise to the same extent as such plans or arrangements shall have been be paid quarterly in effect immediately prior to the Termination Date or, if more favorable to the Executive, as provided generally with respect to other peer executives of the Company. If the Company cannot provide such continued coverage or substantially equivalent coverage, the Company shall pay the Executive a lump sum cash amount equal to the present value of such coverageadvance without discount); and (iiib) provide the Company shall provide Executive with outplacement services appropriate for a period of one year commencing on the Executive date his employment is terminated in accordance with industry standards the Company's executive outplacement policy in effect at the time his employment is terminated or immediately prior to a Change in Control (which shall not exceed 15% if prior to his termination of the Executive's Base Compensationemployment), whichever is more generous.