Common use of Termination Payments Clause in Contracts

Termination Payments. In the event Employee's employment is terminated under this Agreement prior to the expiration of the Term pursuant Section 3.2.1(b), Section 3.2.2(a) or Section 3.2.3, the Employer shall pay to the Employee as severance pay and liquidated damages a lump sum amount equal to the product of (a) Average Monthly Compensation multiplied by (b) the number of months (including partial months) from the effective date of the termination through the then unexpired portion of the Term or, if greater, twelve. In addition, from the effective date of the termination through the then unexpired portion of the Term (or, if greater, for a period of twelve months following the effective date of the termination (the "Severance Period"), the Employer shall continue to provide the Employee the benefits described in Section 4.6 and Section 4.8 and shall pay an amount equal to what would be the Employee's cost of COBRA health continuation coverage for the Employee and eligible dependents for the greater of the Severance Period or the period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from the Employer. Notwithstanding any other provision of this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and the other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "Code"), the Employee shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced.

Termination Payments. (a) In the event Employee's employment that the Employment Term is terminated under this Agreement prior to for any reason other than by the expiration of Company without Cause or by the Term pursuant Section 3.2.1(b), Section 3.2.2(aEmployee with Good Reason: (A) or Section 3.2.3, the Employer Company shall pay to the Employee any Base Salary accrued hereunder on or prior to the date of termination but not theretofore paid to the Employee; and (B) the Employee shall be entitled, in accordance with the terms and conditions of the applicable plan, program or arrangement, to all benefits accrued under any benefit plans, programs or arrangements in which the Employee shall be a participant as severance of the date of termination, including any Bonus earned, declared and payable (but not yet paid) in accordance with Section 3(b) hereof in respect of the then current fiscal year, or if the Bonus in respect of the then current fiscal year has not yet been earned, declared and become payable, in respect of the fiscal year ended immediately prior to the date of termination (the "Accrued Benefits"). Notwithstanding the foregoing, the Bonus amount in respect of fiscal year 2000 under Section 3(b) shall be deemed earned, declared and payable. (b) Subject to paragraph (c) of this Section 11 below, in the event that the Employment Term is terminated by the Company without Cause or by the Employee for Good Reason: (A) the Company shall pay and liquidated damages to the Employee any Base Salary accrued hereunder on or prior to the date of termination but not theretofore paid to the Employee; (B) the Company shall pay the Employee a lump sum amount equal to two (2) times the product Employee's annual Base Salary at the time of the Employee's termination of employment; (a) Average Monthly Compensation multiplied by (bC) the number of months (including partial months) from the effective date of the termination through the then unexpired portion of the Term or, if greater, twelve. In addition, from the effective date of the termination through the then unexpired portion of the Term (or, if greater, for a period of twelve months following the effective date of the termination (the "Severance Period"), the Employer Company shall continue to provide pay the Employee the benefits described in Section 4.6 and Section 4.8 and shall pay an amount equal to what would two (2) times the Bonus paid (or to be paid) to the Employee's cost of COBRA health continuation coverage Employee for the Employee and eligible dependents for then current fiscal year, or if the greater Bonus in respect of the Severance Period or the period during which the Employee then current fiscal year has not yet been earned, declared and those eligible dependents are entitled to COBRA health continuation coverage from the Employer. Notwithstanding any other provision of this Agreement to the contrarybecome payable, if the aggregate in respect of the payments provided for in this Agreement and fiscal year preceding the other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "Code"), the Employee shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), fiscal year in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced.such termination occurs; and

Termination Payments. In (a) If the event Employee's employment is terminated under this Agreement with the Company terminates for whatever reason, the Company will pay the Employee any portion of the Salary accrued hereunder on or prior to the expiration date of the Term pursuant Section 3.2.1(b), Section 3.2.2(a) or Section 3.2.3, the Employer shall pay termination but not paid to the Employee as severance of such date. (b) If the Employee's termination is pursuant to Section 8(e) or Section 8(f), the Company shall continue to pay and liquidated damages a lump sum the Employee an amount equal to his Salary (at the product rate in effect at the time of (ahis termination of employment) Average Monthly Compensation multiplied by (b) during the number of months (including partial months) from period commencing on the effective date of the Employee's termination through of employment and ending on the second anniversary of the Effective Date (or the expiration of the then unexpired portion of current Employment Term if the Term or, if greater, twelveAgreement has been extended pursuant to Section 1). In addition, from the effective date of Company shall continue the termination through the Employee's then unexpired portion of the Term (or, if greater, current medical coverage for a period of twelve two (2) years following termination of the Employee's employment. (c) If the Employee's termination is pursuant to Section 8(a), the Company shall pay the Employee's Beneficiary (as defined below) an amount equal to his Salary (at the rate in effect at the time of the Employee's termination of employment) for a period of six months following the date of the Employee's Death. For purposes of this provision, the Employee's Beneficiary shall be the Employee's spouse; if the Employee is not married on his date of Death, the Employee's children, per stirpes; and otherwise, the Employee's estate. (d) If the Employee's termination is pursuant to Section 8(d), the Company shall continue to pay the Employee an amount equal to his Salary (at the rate in effect at the time of his termination of employment) for a period of six months following the effective date of the Employee's termination (of employment. The foregoing payments upon termination shall constitute the "Severance Period"), the Employer shall continue exclusive payments due to provide or in respect of the Employee upon the termination of his employment under this Agreement, but shall have no effect on any benefits described in Section 4.6 and Section 4.8 and shall pay an amount equal to what would which may be the Employee's cost of COBRA health continuation coverage for due the Employee and eligible dependents for the greater under any plan of the Severance Period Company which provides benefits after termination of employment, other than severance pay or the period during salary continuation which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from the Employer. Notwithstanding any other provision of this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and the other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "Code"), the Employee shall receive the Total Payments unless the (a) after-tax amount that would be retained reduced by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable payment received by the Employee under Section 4999 of following his termination pursuant to this Agreement. In the Code that would event any payments are required to be payable by made to the Employee (the "Excise Taxes")) if the Employee were pursuant to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Paymentsthis Section 9, the Employee shall be entitled under no obligation to determine which seek other employment and, in such case, there shall be no offset against any amounts due to the Employee under this Agreement on account of any remuneration attributable to any subsequent employment that the Total Payments, and the relative portions of each, are to be reducedEmployee may obtain.

Termination Payments. 3.3.1 In the event the Employee's ’s employment is terminated under this Agreement prior to the expiration of the Term pursuant to Section 3.2.1(b), Section 3.2.2(a) or Section 3.2.33.2.2(a), the Employer Bank shall pay to the Employee as severance pay and liquidated damages a lump sum amount equal to the product of (a) greater of (i) the current Base Salary divided by 12, or (ii) the Average Monthly Compensation Compensation, multiplied by (b) 12. In addition, from the effective date of the termination pursuant to Section 3.2.1(b) or Section 3.2.2(a), the Bank shall pay an amount equal to what would be the Employee’s cost of COBRA health continuation coverage for the Employee and eligible dependents for the greater of twelve (12) months or the period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from the Bank. 3.3.2 In the event the Employee’s employment is terminated under this Agreement prior to the expiration of the Term pursuant to Section 3.2.3, the Bank shall pay to the Employee as severance pay and liquidated damages a lump sum amount equal to the (a) greater of (i) the current Base Salary divided by 12, or (ii) the Average Monthly Compensation, multiplied by (b) the number of months (including partial months) from the effective date of the termination through the then unexpired portion of the Term or, if greater, twelve24. In addition, from the effective date of the termination pursuant to Section 3.2.3, through the then unexpired portion of the Term (or, if greater, for a period of twelve twenty-four (24) months following the effective date of the termination termination) (the "“Severance Period"”), the Employer shall continue to provide the Employee the benefits described in Section 4.6 and Section 4.8 and Bank shall pay an amount equal to what would be the Employee's ’s cost of COBRA health continuation coverage for the Employee and eligible dependents for the greater of the Severance Period or the period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from the Employer. Bank. 3.3.3 Notwithstanding any other provision of this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and the other payments and benefits which that the Employee has the right to receive from the Employer Bank (the "“Total Payments"”) would constitute a "“parachute payment," ” as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "“Code"”), the Employee shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Code that would be payable by the Employee (the "“Excise Taxes"”)) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "“Reduced Payments"”), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced. In connection with the Total Payments contemplated in this Section 3.3.3, the parties agree that to the minimum extent necessary to comply with Section 280G of the Code and to avoid the imposition of excise taxes under Section 4999 of the Code, the Employee agrees to provide personal services on behalf of the Bank following his termination of employment in exchange for reasonable compensation for such services. If so required, a portion of the Total Payments shall be deemed to be attributable to such post-termination services. The parties agree that any compensation attributable to such services must comply with the requirements of Section 280G of the Code and the Treasury Regulations promulgated thereunder, including, but not limited to, the requirements set forth in Q/A-9 of Treasury Regulation 1.280G-1. The parties agree to negotiate in good faith at the time of Employee’s termination of employment to determine the scope and duration of services to be rendered (if any) by Employee, and the related compensation payable therefore, for the period following such termination of employment, all with the objective of complying with Section 280G of the Code and the intent of this paragraph.

Termination Payments. In If the event Employee's employment is terminated under this Agreement with the Company terminates for whatever reason, the Company will pay the Employee any portion of the Salary accrued hereunder on or prior to the expiration date of termination but not paid. If the Term Employee's employment with the Company terminates pursuant to Section 3.2.1(b), Section 3.2.2(a6(a)(vi) or Section 3.2.36(a)(vii)(x) hereof, the Employer Company will pay the Employee any portion of Employee's bonus compensation pursuant to Section 3(c) hereof which has accrued hereunder on or prior to the date of termination but has not been paid (the "Prorata Bonus"). The Prorata Bonus shall pay be calculated by: (i) annualizing the Company's performance through the date of termination for the fiscal year in question; (ii) determining the bonus compensation due to the Employee as severance pursuant to Section 3(c) hereof on the basis of the Company's annualized results for the fiscal year in question; and (iii) prorating the bonus compensation based on the number of weeks worked by the Employee during the fiscal year in question. Except for purposes of this Section 7, the Employee's bonus compensation pursuant to Section 3(c) for any fiscal year shall not be deemed to have been accrued prior to the completion of the fiscal year in question. If the Employee's employment with the Company terminates pursuant to Section 6(a)(vi) or Section 6(a)(vii)(x) hereof, the Company will continue to pay and liquidated damages a lump sum the Employee an amount equal to the product of Employee's Salary (a) Average Monthly Compensation multiplied by (b) at the number of months (including partial months) from salary rate in effect on the effective date of the termination through the then unexpired portion of the Term or, if greater, twelve. In addition, from the effective date of the termination through the then unexpired portion of the Term (or, if greater, for a period of twelve months following the effective date of the termination (the "Severance Period"), the Employer shall continue to provide the Employee the benefits described in Section 4.6 and Section 4.8 and shall pay an amount equal to what would be the Employee's cost of COBRA health continuation coverage employment hereunder) for the Employee and eligible dependents for the greater remainder of the Severance Period or term of this Agreement. The foregoing payments upon termination shall constitute the period during which exclusive payments due the Employee and those eligible dependents are entitled to COBRA health continuation coverage from the Employer. Notwithstanding upon termination under this Agreement, but shall have no effect on any other provision of this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and the other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "Code"), the Employee shall receive the Total Payments unless the (a) after-tax amount that would may be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by due the Employee under Section 4999 any plan of the Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (Company which provides benefits after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion termination of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reducedemployment.

Termination Payments. (a) In the event Employee's employment this Agreement is terminated under this Agreement prior by the Employer pursuant to the expiration of the Term pursuant Section 3.2.1(b), ) or by the Employee pursuant to Section 3.2.2(a) or Section 3.2.3and a Change in Control has not occurred, then commencing with the first payroll date immediately following the effective date of such termination, the Employer shall will pay to the Employee as severance pay and liquidated damages the Base Salary that the Employee would have received had he remained an Employee for the remainder of the Term. All such severance payments shall be payable on such future dates as the Base Salary would have otherwise been payable had Employee remained an employee of Employer. In addition, the Employer will continue to maintain the Employee’s health insurance coverage during the remainder of the Term. (b) In the event this Agreement is terminated by Employer pursuant to Section 3.2.1(b) or by Employee pursuant to Section 3.2.2(a) and a Change of Control has occurred (or the termination is in connection with a Change of Control), the Employee shall be entitled to a lump sum amount payment equal to the product 2.50 times his Average Annual Cash Compensation (and shall not be entitled to any payment pursuant to Section 3.6(a)) and shall be paid such lump sum payment by Employer within 30 days of (a) Average Monthly Compensation multiplied by (b) the number of months (including partial months) from the effective date of termination of this Agreement. As used herein, the termination through term “Average Annual Cash Compensation” means the then unexpired Employee’s average annual cash compensation paid by the Employer during the most recent five (5) taxable years ending before the date the Change in Control occurs (or such portion of the Term or, if greater, twelve. In addition, from the effective date of the termination through the then unexpired portion of the Term (or, if greater, for a period of twelve months following the effective date of the termination (the "Severance Period"), the Employer shall continue to provide the Employee the benefits described in Section 4.6 and Section 4.8 and shall pay an amount equal to what would be the Employee's cost of COBRA health continuation coverage for the Employee and eligible dependents for the greater of the Severance Period or the such period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from was employed by the Employer). To the extent Employee is granted any equity compensation, including but not limited to stock options or a management reward and retention plan, the terms of any agreement related to such equity compensation shall provide that Employee’s right to such compensation fully vests upon a Change in Control, to the extent permitted by applicable law. Notwithstanding any other provision of provisions to this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and the other payments and benefits which the Employee has the right to receive from the Employer (the "“Total Payments"”) would constitute a "“parachute payment," ” as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "Code"), the Employee shall receive the Total Payments unless the (a) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Internal Revenue Code that would be payable by the Employee (the "“Excise Taxes"”)) if the Employee were to receive the Total Payments has a lesser an aggregate value less than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "“Reduced Payments"”), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced. Any payments made to Employee pursuant to this Agreement, or otherwise, are subject to and conditioned upon compliance with Section U.S.C. Section 1828(k) and FDIC regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

Termination Payments. In (a) If the event EmployeeExecutive's employment with the Company is terminated (a) by the Company for Cause, (b) by the Executive upon a Change of Control or (c) upon the dissolution of the Company, the Company will pay the Executive (i) any accrued and unpaid Base Salary as of the Termination Date and (ii) an amount to reimburse the Executive for any and all monies advanced or expenses incurred in connection with the Executive's employment for reasonable and necessary expenses incurred by the Executive on behalf of the Company prior to the Termination Date. The Executive's entitlement to other benefits shall be delivered in accordance with the Company's benefit plans then in effect. (b) If the Executive's employment with the Company is terminated by reason of the Executive's death or Disability, the Company's sole obligation under this Agreement prior shall be to pay or provide the expiration Executive or his estate: (i) the payments required by Section 8(a) hereof and (ii) a pro rata portion of the Term pursuant Section 3.2.1(b), Section 3.2.2(a) or Section 3.2.3, Annual Bonus for the Employer shall pay to year of termination based on the Employee as severance pay Company's performance for the full calendar year in which termination occurs and liquidated damages a lump sum amount equal to the product of (a) Average Monthly Compensation multiplied by (b) on the number of months (including partial months) from days elapsed in such year through the effective date of termination. (c) If the Company terminates Executive's employment without Cause, all stock options held by the Executive that have not vested shall automatically vest and the Company shall (i) pay or provide the Executive the payments required by Section 8(b) hereof, (ii) continue to pay the Executive the Base Salary for one year following such termination through or the then unexpired portion remainder of the Term orEmployment Term, if greaterwhichever is less, twelve. In addition, from and (iii) provide to the effective date Executive and his beneficiaries for one year following such termination or the remainder of the termination through Employment Term, whichever is less, employee benefits substantially similar in the then unexpired portion aggregate to those provided to the other most senior executives of the Term (orCompany; provided, if greaterhowever, for a period of twelve months following that the effective date of the termination (the "Severance Period"), the Employer shall continue to provide the Employee the benefits described in Section 4.6 and Section 4.8 and shall pay an amount equal to what would be the EmployeeCompany's cost of COBRA health continuation coverage for the Employee and eligible dependents for the greater of the Severance Period or the period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from the Employer. Notwithstanding any other provision of this Agreement obligation with respect to the contrary, if the aggregate of the payments provided for in this Agreement and the other payments and foregoing benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "Code"), the Employee shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of extent the Total Payments being subject Executive or his beneficiaries obtains any such benefits pursuant to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduceda subsequent employer's benefit plans.

Termination Payments. In (a) Subject only to Section 7(b), upon termination of the event Employee's ’s employment is terminated under this Agreement during the Employment Term, the sole obligation of the Employer to make any cash payment to the Employee shall be to pay the Employee (i) any portion of the Base Salary and bonus which has been earned but unpaid as of the date of the Employee’s termination of employment with the Employer (the “Termination Date”) and (ii) reimbursement of reasonable and necessary business expenses incurred by the Employee in connection with the Employee’s employment on behalf of the Employer on or prior to the expiration Termination Date but not previously paid to the Employee (collectively, the “Accrued Compensation”). (b) If the employment of the Employee is terminated during the Employment Term by the Employer pursuant to Section 3.2.1(b)6(d) other than for Cause, the sole obligation of the Employer to make any cash payment to the Employee other than the payment of the Accrued Compensation shall be to pay the Employee an amount of severance pay equal to the sum of 100% of the Base Salary and 100% of the Target Bonus, each as in effect as of the Termination Date. Such severance pay shall be paid in twelve substantially equal monthly installments commencing within 30 days of the Termination Date; provided, however, that in the event the Employee breaches any of the covenants set forth in Section 3.2.2(a) or Section 3.2.38 hereof following the Termination Date, all severance payments shall cease and the Employer shall pay to the Employee as severance pay and liquidated damages a lump sum amount equal to the product of (a) Average Monthly Compensation multiplied by (b) the number of months (including partial months) from the effective date of the termination through the then unexpired portion of the Term or, if greater, twelvehave no further obligations under this Section 7(b). In addition, from the effective date of the termination through the then unexpired portion of the Term (or, if greaterThe Company will also, for a period of twelve months following the effective date of the termination (the "Severance Period"), the Employer shall continue to provide the Employee the benefits described in Section 4.6 and Section 4.8 and shall pay an amount equal to what would be the Employee's cost of COBRA health continuation coverage for the Employee and eligible dependents for the greater of the Severance Period or the period during which it is making such severance payments to the Employee, provide the Employee and those eligible dependents are entitled his dependents, at the Company’s cost, continued group medical insurance coverage, so long as such continuation is available pursuant to COBRA health a valid election for continuation coverage from of coverage. The obligation of the Employer to pay the severance pay pursuant to this Section 7(b) shall be conditioned on the Employee’s execution of a general release in form satisfactory to the Employer. . (c) Notwithstanding any other provision provisions of this Agreement to the contraryAgreement, if the aggregate of the payments provided for in this Agreement and the other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(2) 409A of the Internal Revenue CodeCode of 1986, as amended (amended, would cause the "Code")imposition of an excise tax on the severance payments as provided in this Section 7, the Employee shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 then payment of the Code severance payments will commence upon the earliest date that would be payable by complies with Section 409A without the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion imposition of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Paymentsexcise tax, and the relative first installment will include all portions of each, are the severance payment that would have been paid but for the application of Section 409A to be reducedthe severance payments.

Termination Payments. In the event (a) If Employee's employment is terminated under this Agreement with SBG terminates pursuant to Sections 4.1(a)(1), 4.1(a)(2), 4.1(a)(3), or 4.1(a)(5), Employee (or in the event of the death of Employee, the person or persons designated by Employee in a written instrument delivered to SBG prior to the expiration of the Term pursuant Section 3.2.1(b)Employee's death or, Section 3.2.2(aif no such written designation has been made, Employee's estate) or Section 3.2.3will be entitled to receive, the Employer shall and SBG will pay to the same, all of the following: (1) the salary payable to Employee as severance pay through the Termination Date; and (2) the benefits, if any, set forth in the Long Term Incentive Plan, upon the terms and liquidated damages a lump sum amount equal conditions set forth therein, but only to the product extent that Employee is entitled to such benefits pursuant to the provisions of (a) Average Monthly Compensation multiplied by the Long Term Incentive Plan. (b) If Employee's employment with SBG terminates pursuant to Section 4.1(a)(4), Employee will be entitled to receive, and SBG will pay to Employee, only the number of months (including partial months) from the effective date of the termination salary payable to Employee through the then unexpired portion Termination Date (and Employee shall not be entitled to any benefits under the Long Term Incentive Plan); provided, however, that if Employee's employment terminates pursuant to Subsection (vii) of the Term or, if greater, twelve. In addition, from the effective date of the termination through the then unexpired portion of the Term (or, if greater, for a period of twelve months following the effective date of the termination (the "Severance Period"Section 4.1(c), the Employer shall continue to provide the Employee the benefits described in Section 4.6 and Section 4.8 and shall pay an amount equal to what would be the Employee's cost of COBRA health continuation coverage for the Employee and eligible dependents for the greater of the Severance Period or the period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from the Employer. Notwithstanding any other provision of this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and the other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "Code"), the Employee shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which the benefits, if any, set forth in the Long Term Incentive Plan in accordance with the terms of Subsection (3) of this Section 4.2. (c) If the Total PaymentsEmployee's employment with SBG terminates pursuant to Section 4.1(a)(5), the Employee, in addition to the benefits he is entitled to receive pursuant to Section 4.2(a), shall be entitled to receive, and SBG shall pay to the relative portions Employee, one (1) month's base salary in effect at the time of eachtermination (not including bonuses) for each full year of his continuous employment with SBG or its predecessor regardless of whether the employment has been pursuant to this Agreement or has been prior to this Agreement. (d) The termination payments (the "Termination Payments") described in this Section 4 will be in lieu of any other termination or severance payments required by any other SBG policy (whether existing previously or currently or adopted in the future) or, are to be reducedthe fullest extent permissible thereunder, or under applicable law (including unemployment compensation) and the Termination Payments will constitute Employee's exclusive rights and remedies with respect to termination of Employee's employment.

Termination Payments. In the event Employee's employment (a) If this Agreement is terminated under this Agreement pursuant to Subsections 11.1 (a) (i) or 11.1 (a) (ii) hereof, no severance or termination pay whatsoever shall be due Employee. Employee however shall receive any unpaid Base Salary payments accrued prior to the expiration date of termination. (b) If this Agreement is terminated pursuant to Subsection 11.1 (c) hereof due to Employee's death, his estate or designated beneficiary (which beneficiary Employee may designate by filling a written notice with the Term Company that shall be effective when filed and that may be altered or revoked by Employee at any time) shall receive payments totalling five hundred thousand dollars ($500,000). Company shall purchase and maintain "Key Man Insurance" containing customary terms and conditions on Employee in an amount which would be sufficient to cover such termination payments. Company shall have all incidents of ownership in such insurance policy but the proceeds of such insurance shall be payable to the Employee's designated beneficiary. (c) If this Agreement is terminated pursuant Section 3.2.1(b)to Subsection 11.1 (b) hereof due to Employee's permanent disability, Section 3.2.2(aEmployee shall receive the amount of any benefits payable under any group disability insurance program administered and offered to Employee by the Company. (d) If this Agreement is terminated pursuant to Subsection 11.1(a)(iii) or Section 3.2.311.1(d) hereof, the Employer shall Company must pay to the Employee as severance pay and liquidated damages a lump sum an amount equal to the product lesser of (a) Average Monthly Compensation multiplied by (b) Employee's annual Base Salary on the number of months (including partial months) from the effective date of such termination or the termination through total Base Salary due Employee during the then unexpired portion remainder of the Term or, if greater, twelve. In addition, from in effect on the effective date of termination; provided, however, that such amount shall not be less than the total of Employee's Base Salary payments for a one hundred eighty day period. Company may elect to pay this amount (i) as a lump sum within sixty (60) days of the date of termination through or (ii) ratably in monthly installments during the then unexpired portion lesser of the remainder of the Term in effect on the date of termination or six months. (ore) If the Company elects not to renew this Agreement pursuant to Section 1 hereof, if greater, the Company shall pay Employee a severance payment equal to Employee's Base Salary payments for a one hundred eighty day period. Company may elect to pay this amount (i) as a lump sum on the last day of the Term or (ii) ratably in monthly installments during the three-month period of twelve months following the effective date last day of the Term. (f) Employee shall not be required to mitigate the amount of any termination (the "Severance Period"), the Employer shall continue to provide the Employee the benefits described in Section 4.6 and Section 4.8 and shall pay an amount equal to what would be the Employee's cost of COBRA health continuation coverage for the Employee and eligible dependents for the greater of the Severance Period or the period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from the Employer. Notwithstanding any other provision of this Agreement to the contrary, if the aggregate of the payments payment provided for in this Agreement and the Subsection 11.2 hereof by seeking other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "Code"), the Employee shall receive the Total Payments unless the (a) after-tax amount that would be retained employment or by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reducedother means.

Termination Payments. In If: (a) Executive dies; (b) Executive suffers a Disability; (c) Company terminates Executive without Cause; or (d) Executive terminates this Contract for Good Reason, then the following shall apply: a. During the remainder of the Term of this Contract, Company shall continue to pay Executive (or, in the event Employee's employment of Executive’s death, to Executive’s wife or his estate, whichever is terminated applicable) his base salary under this Agreement paragraph “4.a.” above on a periodic basis at the same rate as payable immediately prior to the expiration date of termination; b. During the remainder of the Term pursuant Section 3.2.1(b)of this Contract, Section 3.2.2(aCompany shall continue to pay Executive (or, in the event of Executive’s death, to Executive’s wife or his estate, whichever is applicable) or Section 3.2.3his Pre-Tax Bonus under paragraph “4.b.” However, in the Employer event that the Term of this Contract ends on a date other than December 31, then, for the calendar year during which the Term of this Contract terminates, Company shall pay to Executive or his estate his “Proportionate Share” of such Pre-Tax Bonus. For this purpose, his “Proportionate Share” will be a fraction the Employee as severance pay and liquidated damages a lump sum amount equal to the product numerator of (a) Average Monthly Compensation multiplied by (b) which is the number of months (including partial months) from days in such calendar year ending with the effective date of the termination through the then unexpired portion end of the Term of this Contract and the denominator of which is the total number of days in such calendar year. The final payment of such Proportionate Share shall be paid to Executive (or, if greaterin the event of death, twelveto Executive’s spouse or his estate, whichever is applicable) no later than twenty (20) days after receipt of Company’s audit. In additionNotwithstanding the foregoing, from in the effective date event payments are being made to Executive on account of a Change in Control based upon a hostile takeover of Company, the Pre-Tax Bonus under paragraph “4.b.” shall be determined based upon the highest pre-tax earnings of Company in the three calendar years immediately preceding the calendar year in which termination through occurs; c. During the then unexpired portion remainder of the Term of this Contract, Company shall keep in full force and effect all of those fringe benefits referred to above in paragraph “5.b.” (or“Medical Benefits”), if greater“5.c.” (“Insurance”), and 5.d.” (“Dental Benefits”). With regard to Key-man insurance policies of any kind on the life of Executive under paragraph “6.” of this Contract, Executive may, at any time during the remainder of the Term of this Contract, elect (by written notice given to Company) to have Company transfer to Executive whatever ownership rights Company may have in any such policy or policies for a consideration of Ten Dollars ($10) plus any cash value that may exist under such policies. If, at the time of Executive’s cessation of his performance of his duties as provided under paragraph “3.” above (other than termination by Company for Cause), Company was providing an automobile to Executive under paragraph “5.e.” above, Company will, not later than by March 15 following the end of the calendar year in which Executive’s employment terminates, for a period consideration of twelve Ten Dollars ($10) cash paid to Company: (i) if Company owned the automobile, Company shall transfer the title (free and clear of any liens or other encumbrances) to Executive along with any insurance coverage (if assignable), Executive understanding that such “bargain” transaction may generate taxable income; and (ii) if Company was leasing such automobile, Company shall assign to Executive all of its right, title, and interest in and to such lease (and, upon termination of such lease, purchase the leased auto pursuant to the lease agreement and convey ownership thereof free and clear of all security interests, liens, or other encumbrances to Executive or his beneficiary or estate); d. Sec. 416(i) of the Code defines “key employee” as meaning an employee who, at any time during the year, is: (i) an officer having an annual compensation greater than $130,000; (ii) a five percent owner of the employer; or (iii) a one percent owner of the employer having an annual compensation from the employer of more than $150,000. Sec. 409A of the Code provides that deferred compensation benefits payable as a result of termination of employment cannot be made to “key employees” of publicly-traded corporations or their subsidiaries prior to the date that is six (6) months after the employee’s separation from service. Accordingly, notwithstanding what is stated in subparagraphs “a.” through “c.” above, in the event any of such payments are to be made as a result of Executive’s termination of employment at a time when Executive is a “key employee” (as defined above) of Company, then the amount so owing shall accrue but shall not be physically paid until at least six (6) months following Executive’s separation from service, but only to the extent required under Sec. 409A of the Code and authoritative guidance thereunder. e. Notwithstanding what is stated in subparagraphs “a.” through “c.” above, in the event any of such payments are subject to Sec. 409A of the Code, the payment of such amounts will be modified in order to be exempt from Sec. 409A to the extent possible, otherwise to be in compliance with Sec. 409A, and that the parties understand and agree that the Contract will be amended as needed in order to specify the particular payment’s requirements and limitations as modified. For example, in the event that, at the time of Executive’s termination of employment, he is deemed to be a “key employee” (see subparagraph “d.” above), then the full amounts of deferred compensation which could not be paid during the first six months following the effective date of termination shall be paid in the termination seventh month following the date of termination. However, in the event of any such modification and/or amendment which has the effect of reducing the economic benefit receivable by Executive under this Contract, Company shall pay to Executive a reimbursement amount which will have the effect of offsetting (on an after-tax basis) the "Severance Period"amount of such economic benefit lost. f. Upon failure to make any payment as above provided, which failure continues uncorrected for ten (10) days after receipt of written demand by Executive (or Executive’s legal representative), the Employer Executive (or Executive’s legal representative) may by notice in writing declare all future payments under this Contract to be immediately due and payable, and such amounts shall continue to provide the Employee the benefits described in Section 4.6 and Section 4.8 and shall pay an amount equal to what would be the Employee's cost of COBRA health continuation coverage for the Employee and eligible dependents for the greater of the Severance Period or the period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage bear interest from the Employer. Notwithstanding date of receipt of such written declaration at the maximum legal rate then in effect until such amount is paid in full; and g. Executive shall not be required to mitigate the amount of any other provision of this Agreement to the contrary, if the aggregate of the payments payment provided for in this Agreement and the paragraph “9” by seeking other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(2) of the Internal Revenue Codeemployment or otherwise, as amended (the "Code"), the Employee nor shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable payment provided for in this paragraph be reduced by any compensation earned by Executive as the Employee under Section 4999 result of the Code that would be payable self-employment or employment by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reducedanother employer.

Termination Payments. Executive (or Executive’s estate pursuant to Paragraph 6(a) hereof) will be entitled to receive the following payments upon termination of Executive’s employment hereunder: (a) In the event Employee's of the termination of Executive’s employment is terminated under this Agreement prior pursuant to the expiration of the Term term of the Agreement without renewal or pursuant Section 3.2.1(b), Section 3.2.2(ato any of the following provisions: Paragraph 3(g) or Section 3.2.3, the Employer shall [By Executive Without Good Reason] The Company will pay to Executive (or Executive’s estate, as the Employee case may be) as severance pay soon as practicable following such termination (but in no event later than thirty (30) days after the date of such termination except as provided in clause (iii)) (i) all accrued and liquidated damages a lump sum unpaid Base Salary as of the date of termination as provided in Paragraph 4, (ii) an amount equal to (calculated at the product rate of the Base Salary in effect on such date) for all accrued but unused vacation time as of such date, (aiii) Average Monthly Compensation multiplied by the amount of all earned and unpaid Bonus amounts for years preceding the year of termination payable as provided in Paragraph 4(c). (b) In addition to the number amounts described in Paragraph 6(a), in the event of months (including partial months) from the effective date termination of Executive’s employment pursuant to any of the termination through following provisions and contingent upon Executive executing and not revoking a separation agreement containing a general release (the then unexpired portion of the Term or, if greater, twelve. In addition, from the effective date of the termination through the then unexpired portion of the Term (or, if greater, for a period of twelve months "Release”): Paragraph 3(f) [By Executive with Good Reason] The Company will pay to Executive as soon as practicable following the effective date of the termination Release (but in no event later than thirty (30) days after the "Severance Period"), the Employer shall continue to provide the Employee the benefits described in Section 4.6 and Section 4.8 and shall pay Release effective date) an amount equal to what would be twelve (12) months of Executive’s then current salary plus an additional $29,000.00. (c) Without limiting the Employee's cost of COBRA health continuation coverage for the Employee and eligible dependents for the greater of the Severance Period or the period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from the Employer. Notwithstanding any other provision of this Agreement remedies available to the contraryCompany for breach by Executive of Paragraph 7 hereof, if in the aggregate event that Executive violates the provisions of Paragraph 7 hereof after the termination of Executive’s employment with the Company in a manner reasonably determined by the CEO to be injurious to the Company, any termination payments provided for in this Agreement and Paragraph 6 remaining unpaid at the other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "Code"), the Employee shall receive the Total Payments unless the (a) after-tax amount that would time such violation occurs will be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reducedautomatically forfeited.

Termination Payments. In the event of the termination of Employee's employment is terminated under this Agreement prior with the Company, Employee will be paid an amount determined as follows: (i) In the event of termination of Employee's employment by reason of his death or Disability, Employee or in the case of Employee's death, Employee's surviving spouse or other beneficiary designated by Employee during his lifetime, or Employee's estate, as appropriate, will be entitled to payment of his Base Salary through the expiration date of his termination of employment and for a period of six (6) months thereafter. (ii) In the event of termination of Employee's employment by reason of the Term pursuant Company terminating him for Cause or in the event that Employee voluntarily terminates his employment other than as provided in Section 3.2.1(b6(c), he will be paid his Base Salary through the date of his termination of employment. (iii) In the event that Employee violates Section 3.2.2(a) or Section 3.2.37 of this Agreement, the Employer Company's obligation to pay Employee pursuant to this Section 6 shall pay terminate. (iv) In the event of termination of Employee's employment by reason of the Company terminating him without cause and as damages therefor, Employee will be entitled to payment of his Base Salary through the Employee as severance pay and liquidated damages a lump sum amount equal to the product of (a) Average Monthly Compensation multiplied by (b) the number of months (including partial months) from the effective date of the his termination through the then unexpired portion of the Term or, if greater, twelve. In addition, from the effective date of the termination through the then unexpired portion of the Term (or, if greater, employment and for a period of twelve (12) months following thereafter. (v) If Employee's employment shall be terminated by Company or Employee within one (1) year after a Change in Control, Employee will be entitled to the effective payment of his Base Salary through the date of his termination and for a period of twelve (12) months thereafter. (vi) The termination payments due hereunder shall be in lieu of any and all other amounts for which Company may be liable under any laws, rules or regulations relating to the employer-employee relationship. As a condition to receipt of the termination (the "Severance Period"), the Employer shall continue to provide the Employee the benefits described in Section 4.6 and Section 4.8 and shall pay an amount equal to what would be the Employee's cost of COBRA health continuation coverage for the Employee and eligible dependents for the greater of the Severance Period or the period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from the Employer. Notwithstanding any other provision of this Agreement to the contrary, if the aggregate of the payments provided for hereunder, Employee or his personal representative shall execute a general release of all claims in this Agreement and favor of the other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment," Company. Except as defined provided in Section 280G(b)(26(b) of the Internal Revenue Codeabove, as amended (the "Code")any amounts due from Company under this Section 6(d) shall be reduced, the Employee shall receive the Total Payments unless the (a) after-tax amount that would be retained on a dollar for dollar basis, by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable earnings derived by Employee from employment obtained after the termination date, and Employee under Section 4999 agrees to provide to the Company verified information with respect to such earnings. In the event of the Code that would be payable termination of employment of Employee by Company pursuant to Section 6(c) or in the event of a Change of Control, Employee (the "Excise Taxes")) if the Employee were hereby agrees to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were utilize his best efforts to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reducedlocate new employment.

Termination Payments. In (a) Except as provided in Section 4(b), in the event the Employee's ’s employment is terminated under this Agreement prior by or at the initiative of the Employer, other than (i) for urgent cause (“dringnde reden”), (ii) due to the expiration Employee’s failure to perform his job duties as described in Section 1, or (iii) due to the Employee’s breach of the Term pursuant Section 3.2.1(b1(b), Section 3.2.2(a1(c) or Section 3.2.36 of this Amended Agreement, the Employer shall pay the Employee a severance payment determined in accordance with Dutch law and shall pay the reasonable costs of shipping the Employee’s personal effects back to the original place of recruitment; provided that if the severance payment determined in accordance with Dutch law is, in the aggregate, less than six months’ Base Salary, the Employer shall pay a severance payment equal to six months Base Salary. For purposes of this Amended Agreement, the Employee’s original place of recruitment shall be deemed to be St. Xxxxxxx, Illinois, U.S.A. (b) Notwithstanding the foregoing, in the event of a termination of the Employee’s employment within a two year period following the date of a Change in Control (a) by the Employer without Cause or (b) by the Employee for Good Reason (as such terms are defined below), the Employer shall pay to (or in the case of business expenses pursuant to clause (i), reimburse) the Employee, or his estate in the event of his death, within thirty (30) days following the Date of Termination (as defined below), (i) the Employee’s Base Salary through the Date of Termination and outstanding business expenses (to the extent not theretofore paid), and any other amounts due to the Employee as severance pay and liquidated damages but which have not been paid, (ii) any earned but unpaid Annual Bonus in respect of a lump sum amount calendar year during the Bonus Period ending prior to or coincident with the Date of Termination, (iii) an Annual Bonus equal to the product prior year’s Annual Bonus pro-rated for the year in which the Date of (a) Average Monthly Compensation multiplied by (b) Termination occurs based on the number of months (including partial months) from days occurring in such year prior to the effective date of termination; provided that all payments made under Section 2(h)(i) relating to the termination through year in which the then unexpired portion Date of Termination occurs will be credited towards the satisfaction of the Term orEmployer’s obligation to pay under this clause (iii) for the same period, if greater(iv) a lump-sum payment equal to two times the sum of (x) the Employee’s Base Salary (as in effect on the Date of Termination) and (y) the average Annual Bonus earned by the Employee with respect to the two years preceding the Date of Termination, twelve. In addition(v) reimbursement for outplacement services in an amount up to $25,000 upon the Employee’s submission of receipts for such services, from and (vi) continuation of medical and dental benefits under the effective date of the termination through the then unexpired portion of the Term (or, if greaterEmployer’s employee benefit plans providing for such benefits, for a period of twelve months two years following the effective date Date of Termination; provided the termination (the "Severance Period"), the Employer shall continue Employer’s obligation to provide continued welfare benefits under this clause (vi) shall be reduced to the extent that equivalent coverages and benefits (determined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the plans, programs or arrangements of a subsequent employer; and provided further that in the event that the Employee is precluded from continuing full participation in the Employer’s welfare benefit plans that provide for the benefits described in Section 4.6 and Section 4.8 and shall pay an amount equal to what would be the Employee's cost of COBRA health continuation coverage for the Employee and eligible dependents for the greater of the Severance Period or the period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from the Employer. Notwithstanding any other provision of this Agreement to the contrary, if the aggregate of the payments provided for contemplated in this Agreement and the other payments and benefits which the Employee has the right to receive from the Employer clause (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "Code"vi), the Employee shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) provided with the after-tax amount that would economic equivalent of any benefit or coverage foregone. For this purpose, the economic equivalent of any benefit or coverage foregone shall be retained by deemed to be the total cost to the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee obtaining such benefit or coverage himself on an individual basis. Payment of such after-tax economic equivalent shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reducedmade quarterly.

Termination Payments. In If the event Employee's employment is terminated under this Agreement with -------------------- the Company terminates for whatever reason, the Company will pay the Employee any portion of the Salary accrued hereunder on or prior to the expiration date of termination but not paid. If the Term Employee's employment with the Company terminates pursuant to Section 3.2.1(b), Section 3.2.2(a6(a)(vi) or Section 3.2.36(a)(vii)(x) hereof, the Employer Company will pay the Employee any portion of Employee's bonus compensation pursuant to Section 3(c) hereof which has accrued hereunder on or prior to the date of termination but has not been paid (the "Prorata Bonus"). The Prorata Bonus shall pay be calculated by: (i) annualizing the Company's performance through the date of termination for the fiscal year in question; (ii) determining the bonus compensation due to the Employee as severance pursuant to Section 3(c) hereof on the basis of the Company's annualized results for the fiscal year in question; and (iii) prorating the bonus compensation based on the number of weeks worked by the Employee during the fiscal year in question. Except for purposes of this Section 7, the Employee's bonus compensation pursuant to Section 3(c) for any fiscal year shall not be deemed to have been accrued prior to the completion of the fiscal year in question. If the Employee's employment with the Company terminates pursuant to Section 6(a)(vi) or Section 6(a)(vii)(x) hereof, the Company will continue to pay and liquidated damages a lump sum the Employee an amount equal to the product of Employee's Salary (a) Average Monthly Compensation multiplied by (b) at the number of months (including partial months) from salary rate in effect on the effective date of the termination through the then unexpired portion of the Term or, if greater, twelve. In addition, from the effective date of the termination through the then unexpired portion of the Term (or, if greater, for a period of twelve months following the effective date of the termination (the "Severance Period"), the Employer shall continue to provide the Employee the benefits described in Section 4.6 and Section 4.8 and shall pay an amount equal to what would be the Employee's cost employment hereunder) until the fourth anniversary of COBRA health continuation coverage for the date hereof. The foregoing payments upon termination shall constitute the exclusive payments due the Employee and eligible dependents for the greater of the Severance Period or the period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from the Employer. Notwithstanding upon termination under this Agreement, but shall have no effect on any other provision of this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and the other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "Code"), the Employee shall receive the Total Payments unless the (a) after-tax amount that would may be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by due the Employee under Section 4999 any plan of the Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (Company which provides benefits after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion termination of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reducedemployment.

Termination Payments. (a) Upon any termination of the Executive’s employment, he shall be entitled to payment of any earned but unpaid portion of the Base Salary, bonus, benefits and unreimbursed business expenses, in each case with respect to the period ending on the Date of Termination. (b) In addition to the event Employee's payments and benefits provided in Section 8(a), if the Executive’s employment is terminated under this Agreement prior (x) by the Company without Cause (other than due to death or Disability) or (y) by the Executive for Good Reason, or (z) by the Executive immediately after the expiration of the Initial Employment Term pursuant Section 3.2.1(b)due to the Company’s provision of a Non-Renewal Notice, Section 3.2.2(athen: (i) or Section 3.2.3, the Employer Company shall pay to the Employee as severance pay and liquidated damages a lump sum amount Executive the Severance Payments in equal to monthly installments beginning with the product month following the month in which the Date of Termination occurs for the duration of the applicable Severance Period; (a) Average Monthly Compensation multiplied by (bii) the number of months (including partial months) from Company shall provide the effective date Executive with continued medical coverage at active-employee rates for the duration of the termination through applicable Severance Period or, if earlier, until the then unexpired Executive receives subsequent employer-provided coverage; and (iii) the Executive shall vest as of the Date of Termination in the portion of the Term orEquity Awards that would otherwise have become vested during the applicable Severance Period, if greater, twelve. In addition, from with the effective date vested portion of any stock options remaining exercisable for the shorter of the termination through one-year period following the then unexpired portion Executive’s Date of Termination and the remainder of the Term (or, if greater, for a period original term. For purposes of twelve months following the effective date of the termination (the "Severance Period"this Section 8(b), the Employer “Severance Payments” shall continue to provide the Employee the benefits described in Section 4.6 and Section 4.8 and shall pay be an amount equal to what would 1/12 the sum of the Executive’s Base Salary and 100% Target Bonus, in each case as in effect on the Executive’s Date of Termination; the “Severance Period” shall be a number of months that for purposes of clauses (x) and (y) above shall be 24 months and that for purposes of clause (z) above shall be 12 months; and the “Equity Awards” shall be the Employee's cost portion of COBRA health continuation coverage for the Employee Initial RSU Award, the Annual Awards, if any, and eligible dependents for the greater Prior Awards, as set forth in Section 5 hereof. Payment of the Severance Period or Payments and other benefits provided under this Section 8(b) shall be conditioned upon the period during which the Employee Executive’s execution and those eligible dependents are entitled to COBRA health continuation coverage from the Employer. Notwithstanding any other provision delivery of this Agreement an irrevocable general release in form satisfactory to the contrary, if Company and the aggregate Executive. To the extent required to comply with Section 409A of the payments provided for in this Agreement and the other Code, payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment," as defined in under this Section 280G(b)(2) of the Internal Revenue Code, as amended (the "Code"), the Employee shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee 8 shall be entitled only to delayed for six months following the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which Date of the Total Payments, and the relative portions of each, are to be reducedTermination.

Termination Payments. In the event Employee's employment this Agreement is terminated under this Agreement prior by the Employer pursuant to the expiration of the Term pursuant Section 3.2.1(b), ) or by the Employee pursuant to Section 3.2.2(a) or Section 3.2.3and a Change in Control has not occurred, then commencing with the first payroll date immediately following the effective date of such termination, the Employer shall will pay to the Employee as severance pay and liquidated damages a lump sum an amount equal to the product current cash compensation for a period equal to the remainder of (a) the Term. In addition, the Employer will continue to maintain the Employee’s health insurance coverage during the remainder of the term. In the event a Change in Control has occurred and this Agreement is terminated by Employer or by Employee pursuant to Section 3.2.3, the Employee shall be entitled to a lump sum payment equal to 2.99 times his Average Monthly Annual Cash Compensation multiplied and shall be paid such lump sum payment by (b) the number Employer within 30 days of months (including partial months) from the effective date of termination of this Agreement. As used herein, the termination through term “Average Annual Cash Compensation” means the then unexpired Employee’s average annual cash compensation paid by the Employer during the most recent five (5) taxable years ending before the date the Change in Control occurs (or such portion of the Term or, if greater, twelve. In addition, from the effective date of the termination through the then unexpired portion of the Term (or, if greater, for a period of twelve months following the effective date of the termination (the "Severance Period"), the Employer shall continue to provide the Employee the benefits described in Section 4.6 and Section 4.8 and shall pay an amount equal to what would be the Employee's cost of COBRA health continuation coverage for the Employee and eligible dependents for the greater of the Severance Period or the such period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from was employed by the Employer). To the extent Employee is granted any equity compensation, including but not limited to stock options or a management reward and retention plan, the terms of any agreement related to such equity compensation shall provide that Employee’s right to such compensation fully vests upon a Change in Control, to the extent permitted by applicable law. Notwithstanding any other provision of provisions to this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and the other payments and benefits which the Employee has the right to receive from the Employer (the "“Total Payments"”) would constitute a "“parachute payment," ” as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "Code"), the Employee shall receive the Total Payments unless the (a) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Internal Revenue Code that would be payable by the Employee (the "“Excise Taxes"”)) if the Employee were to receive the Total Payments has a lesser an aggregate value less than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "“Reduced Payments"”), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced. Any payments made to Employee pursuant to this Agreement, or otherwise, are subject to and conditioned upon compliance with Section U.S.C. Section 1828(k) and FDIC regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

Termination Payments. In (a) If the event Employee's Executive’s employment is terminated under this Agreement prior with the Company terminates pursuant to Subsection (a), (b), (c) or (d) of Section 7 (or, for the avoidance of doubt, upon expiration of the Term pursuant Section 3.2.1(b), Section 3.2.2(a) or Section 3.2.3, the Employer shall pay to the Employee as severance pay and liquidated damages a lump sum amount equal to the product of (a) Average Monthly Compensation multiplied by (b) the number of months (including partial months) from the effective date of the termination through the then unexpired portion of the Term or, if greater, twelve. In addition, from the effective date of the termination through the then unexpired portion of the Term (or, if greater, for a period of twelve months following the effective date of the termination (the "Severance Period"Employment Term), the Employer shall continue to provide the Employee the benefits described in Section 4.6 and Section 4.8 and Company shall pay the Executive: (i) any accrued and unpaid Base Salary as of the Termination Date and (ii) an amount equal to what would be such reasonable and necessary business expenses incurred by the Employee's cost Executive in connection with the Executive’s employment on behalf of COBRA health continuation coverage the Company on or prior to the Termination Date but not previously paid to the Executive (the “Accrued Compensation”). (b) If the Executive’s employment with the Company terminates pursuant to Subsection (e) or Subsection (f) of Section 7, subject to the Executive’s continued compliance with Section 9 and subject to the release described in Subsection (d) of this Section 8 becoming effective: (i) the Company shall pay the Executive the Accrued Compensation; (ii) for the Employee and eligible dependents for shorter of (A) the greater remainder of the Severance Period Employment Term or (B) the one-year period during which following the Employee and those eligible dependents are entitled Termination Date, the Company shall continue to COBRA health continuation coverage from pay the Employer. Notwithstanding any other provision Executive the Base Salary in accordance with the normal payroll practices of this Agreement the Company; (iii) the Company shall pay, to the contraryextent unpaid, if the aggregate Bonus with respect to services performed in 2009 and 2010 at the same time as such bonuses are paid to employees generally and subject to the performance criteria to which such Bonus would have been subject had the Executive remained employed through the end of the payments provided for Employment Term; provided, that, notwithstanding the foregoing, any Bonus payable with respect to services performed in this Agreement 2009 shall be paid in 2010 and the other payments and benefits which the Employee has the right any Bonus payable with respect to receive from the Employer services performed in 2010 shall be paid in 2011; (the "Total Payments"iv) would constitute a "parachute payment," as defined in all unvested shares of Restricted Stock granted under Section 280G(b)(23(i) of the Internal Revenue Code, as amended (Restricted Stock Agreement shall remain outstanding and eligible to become vested at the "Code"), the Employee shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Employee (after taking into account all federal, state time and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 subject to attainment of the Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced.performance conditions specified therein; and

Termination Payments. A. In the event of termination of the Employee's employment is terminated under this Agreement during the Employment Period: (i) by the Employer without Cause (pursuant to Section 3(e)); (ii) by the Employee for Good Reason (pursuant to Section 3(d)); or (iii) on the day prior to the expiration third anniversary of the Term pursuant Section 3.2.1(b), Section 3.2.2(aEffective Date (and not prior thereto) or Section 3.2.3, the Employer shall pay to the Employee as severance pay and liquidated damages a lump sum amount equal to the product of (a) Average Monthly Compensation multiplied by (b) the number of months (including partial months) from the effective date no renewal of the termination through the then unexpired portion Employment Period has taken place as of the Term or, if greater, twelve. In addition, from the effective such date of the termination through the then unexpired portion of the Term (or, if greater, for a period of twelve months following the effective date of the termination (the "Severance Period"), the Employer shall continue to provide the Employee the benefits described in Section 4.6 and Section 4.8 and shall pay an amount equal to what would be the Employee's cost of COBRA health continuation coverage for the Employee and eligible dependents for the greater of the Severance Period or the period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from the Employer. Notwithstanding any other provision by amendment of this Agreement or pursuant to a new agreement between the contrary, if the aggregate of the payments provided for in this Agreement Employer and the other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "Code"), the Employee shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Paymentsthen, the Employee shall be entitled to determine which the following payments: (a) Annual Base Salary through the Date of Termination (to the extent not paid) within 10 days following the Date of Termination; (b) Earned but unpaid Annual Bonus in respect of the Total Paymentsyear ended prior to the Date of Termination; (c) A pro rata portion of his target Annual Bonus based upon the number of months worked in the year in which the Date of Termination occurs; (d) Severance pay pursuant to the Severance Plan; (e) Amounts under the terms of Benefits Plans in which he is a participant under the terms thereof; and (f) Unreimbursed expenses under Section 4 of this Agreement B. The Employee shall not be entitled to any further payments or benefits under this Agreement in respect of any termination of the Employee's employment during the Employment Period by the Employer without Cause (pursuant to Section 3(e)) or by the Employee for Good Reason (pursuant to Section 3(d)) or for expiration without renewal (pursuant to this Section 5A(iii)). The payments and benefits provided in this Section 5A(a), (b), (c) and (d) are subject to and conditioned upon the Employee's compliance with the restrictive covenants provided in Section 7 and shall be subject to and conditioned upon the Employee executing a valid general release and waiver, waiving all claims the Employee may have against the Employer, its successors, assigns, affiliates, employees, officers and directors. C. If the Employee's employment is terminated during the Employment Period by the Employer for Cause, by the Employee without Good Reason, or as a result of the Employee's death or Disability pursuant to Sections 3(c), 3(f), 3(a) and 3(b), respectively, the Employer shall pay the amounts referred to in Section 5A(a) , (b), (c) and (d) to the Employee (or the Employee's estate or legal representative in the event of the Employee's death) within thirty (30) days following the Date of Termination and the relative portions of each, are Employee shall not be entitled to be reducedany further payments or benefits under this Agreement.

Termination Payments. In (a) If the event Employee's employment performance of services for the Company is terminated (i) by the Company for Cause, (ii) by the Employee or (iii) upon the dissolution of the Company, the Company will pay the employee (i) any accrued and unpaid Base Compensation as of the Termination Date and (ii) an amount to reimburse the Employee for any and all monies advanced or expenses incurred in connection with the Employee's performance of services for reasonable and necessary expenses incurred by the Employee on behalf of the Company prior to the Termination Date. The Employee's entitlement to other benefits shall be delivered in accordance with the Company's benefit plans then in effect. (b) If the Employee's performance of services for the Company is terminated by reason of the Employee's death or Disability, the Company's sole obligation under this Agreement prior shall be to pay or provide the expiration Employee or his estate the payments required by Section 7(a) hereof. (c) If the Employee's performance of services for the Term Company is terminated without Cause (including, without limitation, pursuant to Section 3.2.1(b6(c)), Section 3.2.2(a) or Section 3.2.3, the Employer shall pay to all stock options held by the Employee as severance pay that have not vested shall automatically vest and liquidated damages a lump sum amount equal to the product of (a) Average Monthly Compensation multiplied by (b) the number of months (including partial months) from the effective date of the termination through the then unexpired portion of the Term or, if greater, twelve. In addition, from the effective date of the termination through the then unexpired portion of the Term (or, if greaterCompany shall, for a period so long as the Employee has not breached any of twelve months following the effective date of the termination his obligations under Section 8, (the "Severance Period"), the Employer shall continue to i) pay or provide the Employee the benefits described in payments required by Section 4.6 and Section 4.8 and shall 7(a) hereof, (ii) continue to pay an amount equal the Employee the Base Compensation for the remainder of the Services Term, (iii) provide to what would be the Employee's cost of COBRA health continuation coverage for the Employee and eligible dependents his beneficiaries for the greater remainder of the Severance Period or Services Term, employee health benefits substantially similar in the period during which aggregate to those provided to the other most senior executives of the Company; provided, however, that the Company's obligation with respect to the foregoing benefits shall be reduced to the extent the Employee or his beneficiaries obtains any such benefits pursuant to another employer's or similar entity's benefit plans and those eligible dependents are entitled to COBRA health continuation coverage from the Employer. Notwithstanding any other provision (iv) provide for an expiration date of this Agreement to the contraryAugust 12, if the aggregate of the payments provided 2002 for in this Agreement and the other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "Code"), the Employee shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable stock options held by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced.

Termination Payments. (a) Upon any termination of the Executive’s employment, he shall be entitled to payment of any earned but unpaid portion of the Base Salary, bonus, benefits and unreimbursed business expenses, in each case with respect to the period ending on the Date of Termination. In the event Employee's addition, upon termination of Executive’s employment is terminated under this Agreement prior to without Cause or a termination by Executive with Good Reason or a termination on account of the expiration of the Term pursuant Employment Term, Executive will be entitled to a pro-rated bonus for the year of termination (calculated at the end of the fiscal year and then pro rated through the date of termination) provided that applicable performance targets have been met and bonuses are paid generally to similarly situated executives at the Company. Such payments shall be made in accordance with the provisions of Section 3.2.1(b), 3 and Section 3.2.2(a) or Section 3.2.3, the Employer shall pay to the Employee as severance pay and liquidated damages a lump sum amount equal to the product 4 of (a) Average Monthly Compensation multiplied by this Agreement. (b) In addition to the number payments and benefits provided in Section 9(a), if the Executive’s employment is terminated (x) by the Company without Cause, (y) by the Executive for Good Reason or (z) on account of months expiration of the Employment Term, (including partial monthsi) outstanding equity awards (excluding, however, the Performance Shares if such Performance Shares have not vested by their own terms) held by the Executive shall vest and/or become exercisable, (ii) the period for exercising any vested stock options held by the Executive shall be extended to the later of one year from the effective Termination Date or one year from the date of the termination through the then unexpired portion of the Term Executive’s service as a director of the Company (but in no event beyond the remaining term of the option), (iii) the Company shall pay the Executive the Severance Payment within the 60 day time period specified below and (iv) the Company shall provide the Executive with continued medical coverage at active-employee rates for two years or, if greaterearlier, twelveuntil the Executive receives subsequent employer-provided coverage (whether or not the Executive is eligible for COBRA continuation coverage under the Company’s health plan). For purposes of this Section 9(b), the “Severance Payment” shall be a lump-sum cash payment equal to $1,466,923. The Severance Payment shall be paid no later than 60 days following the Date of Termination; provided the Executive has executed the release referred to below and any waiting period with respect to such release has elapsed. In addition, from (i) provision of continued medical coverage to the effective date Executive pursuant to this Section 9(b) during any one calendar year shall not affect the amount of such coverage provided during a subsequent calendar year; and (ii) provision of such continued medical coverage may not be exchanged or substituted for other forms of compensation to the termination through the then unexpired portion of the Term (or, if greater, for a period of twelve months following the effective date of the termination (the "Severance Period"), the Employer shall continue to provide the Employee the benefits described in Section 4.6 and Section 4.8 and shall pay an amount equal to what would be the Employee's cost of COBRA health continuation coverage for the Employee and eligible dependents for the greater Executive. Payment of the Severance Period or the period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from the Employer. Notwithstanding any other provision of this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and the other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "Code"), the Employee shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee Pay shall be entitled only to conditioned upon the Reduced Payments. If Executive’s execution of a general release in the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced.form attached hereto as Exhibit A.

Termination Payments. In the event Employee's employment (a) If this Agreement is terminated under this Agreement pursuant to Subsections 11.1 (a) (i) or 11.1 (a) (ii) hereof, no severance or termination pay whatsoever shall be due Employee. Employee however shall receive any unpaid Base Salary payments accrued prior to the expiration date of termination. (b) If this Agreement is terminated pursuant to Subsection 11.1 (c) hereof due to Employee's death, his estate or designated beneficiary (which beneficiary Employee may designate by filling a written notice with the Term Company that shall be effective when filed and that may be altered or revoked by Employee at any time) shall receive payments totalling one million dollars ($1,000,000). Company shall purchase and maintain "Key Man Insurance" containing customary terms and conditions on Employee in a amount which would be sufficient to cover such termination payments. Company shall have all incidents of ownership in such insurance policy but the proceeds of such insurance shall be payable to the Employee's designated beneficiary. (c) If this Agreement is terminated pursuant Section 3.2.1(b)to Subsection 11.1 (b) hereof due to Employee's permanent disability, Section 3.2.2(aEmployee shall receive the amount of any benefits payable under any group disability insurance program administered and offered to Employee by the Company. (d) If this Agreement is terminated pursuant to Subsection 11.1(a)(iii) or Section 3.2.311.1(d) hereof, the Employer shall Company must pay to the Employee as severance pay and liquidated damages a lump sum an amount equal to the product lesser of (a) Average Monthly Compensation multiplied by (b) Employee's annual Base Salary on the number of months (including partial months) from the effective date of such termination or the termination through total Base Salary due Employee during the then unexpired portion remainder of the Term or, if greater, twelve. In addition, from in effect on the effective date of termination; provided, however, that such amount shall not be less than the total of Employee's Base Salary payments for a one hundred twenty day period. Company may elect to pay this amount (i) as a lump sum within sixty (60) days of the date of termination through or (ii) ratably in monthly installments during the then unexpired portion remainder of the Term in effect on the date of termination. (ore) If the Company elects not to renew this Agreement pursuant to Section 1 hereof, if greater, the Company shall pay Employee a severance payment equal to Employee's Base Salary payments for a one hundred twenty day period. Company may elect to pay this amount (i) as a lump sum on the last day of the Term or (ii) ratably in monthly installments during the three-month period of twelve months following the effective date last day of the Term. (f) Employee shall not be required to mitigate the amount of any termination (the "Severance Period"), the Employer shall continue to provide the Employee the benefits described in Section 4.6 and Section 4.8 and shall pay an amount equal to what would be the Employee's cost of COBRA health continuation coverage for the Employee and eligible dependents for the greater of the Severance Period or the period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from the Employer. Notwithstanding any other provision of this Agreement to the contrary, if the aggregate of the payments payment provided for in this Agreement and the Subsection 11.2 hereof by seeking other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "Code"), the Employee shall receive the Total Payments unless the (a) after-tax amount that would be retained employment or by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reducedother means.

Termination Payments. In (a) If an Involuntary Termination occurs other than for Cause; (i) For the event Employee's employment is terminated under remaining term of this Agreement prior (Section 3) (the “Payment Period”) the Company shall pay the Executive, in accordance with the Company’s regular payroll schedule or, if agreed to by the Executive and the Company, in a single lump sum payment equal to the sum of the payments due; (ii) During the Payment Period, the Company shall (A) to the extent permitted under the 401(k) Plan, permit the Executive to continue to participate in the 401(k) Plan and receive the maximum matching contribution thereunder as if such Involuntary Termination had not occurred or (B) if continued participation in the 401(k) Plan is not permitted under the 401(k) Plan, pay to the Executive an amount equal to the maximum matching contribution to which he would have been entitled under the Company’s 401(k) Plan as if such Involuntary Termination had not occurred; and (iii) Notwithstanding anything to the contrary in the Company’s Employee Stock Option plan to be approved by the Board under which Executive’s stock options shall be granted, all of Executive’s stock options granted shall continue to vest during the Payment Period at the times and in the amounts that would apply if such Involuntary Termination had not occurred, and Executive shall have the right to exercise any and all vested stock options at any time no later than ninety (90) days after the expiration of the Term pursuant Section 3.2.1(b), Section 3.2.2(a) or Section 3.2.3, the Employer shall pay to the Employee as severance pay and liquidated damages a lump sum amount equal to the product of (a) Average Monthly Compensation multiplied by Payment Period. (b) If the number of months (including partial months) from Executive dies while any amounts are payable to him hereunder due to an Involuntary Termination, all such amounts, unless otherwise provided herein, shall be paid to the effective date of the termination through the then unexpired portion of the Term Executive’s designated beneficiary, or, if greaternone, twelve. In additionthen to the Executive’s estate. (c) Notwithstanding the foregoing, from if the effective date Executive is terminated for “cause” or breaches Section 9 or 10 of this Agreement, any right of the Executive to receive termination through payments, to have the then unexpired portion vesting of the Term (or, if greater, for a period of twelve months following the effective date of the termination (the "Severance Period"), the Employer shall continue his options continued or to provide the Employee the benefits described in Section 4.6 and Section 4.8 and shall pay an amount equal to what would be the Employee's cost of COBRA health continuation coverage for the Employee and eligible dependents for the greater of the Severance Period or the period during which he may exercise his options as stipulated above, shall be forfeited, but without prejudice to any exercise of options that may have occurred prior to such forfeit, and the Employee and those eligible dependents are entitled to COBRA health continuation coverage from Executive shall reimburse the Employer. Notwithstanding any other provision of this Agreement Company in full for all termination payments made to the contrary, if Executive no later than thirty (30) days after the aggregate Company gives notice of such breach to the payments provided Executive. (d) In the event the Executive is terminated for in this Agreement and the other payments and benefits which the Employee has the right Cause or Executive’s employment terminates due to receive from the Employer (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "Code")Voluntary Termination, the Employee Executive shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which receive his accrued and unpaid base salary and declared bonuses for any previous fiscal year and the Company shall have no further obligations under this Agreement from and after the date of the Total Payments, and the relative portions of each, are to be reducedVoluntary Termination.

Termination Payments. In (a) If the event Employee's employment is terminated under this Agreement with the Company terminates for whatever reason, the Company will pay the Employee any portion of the Salary accrued hereunder on or prior to the expiration date of the Term pursuant Section 3.2.1(b), Section 3.2.2(a) or Section 3.2.3, the Employer shall pay termination but not paid to the Employee as severance of such date. (b) If the Employee's termination is pursuant to Section 8(e) or Section 8(f), the Company shall continue to pay and liquidated damages a lump sum the Employee an amount equal to his Salary (at the product rate in effect at the time of (ahis termination of employment) Average Monthly Compensation multiplied by (b) during the number of months (including partial months) from period commencing on the effective date of the Employee's termination through of employment and ending on the second anniversary of the Effective Date (or the expiration of the then unexpired portion of current Employment Term if the Term or, if greater, twelveAgreement has been extended pursuant to Section 1). In addition, from the effective date of Company shall continue the termination through the Employee's then unexpired portion of the Term (or, if greater, current medical coverage for a period of twelve two (2) years following termination of the Employee's employment. (c) If the Employee's termination is pursuant to Section 8(a), the Company shall pay the Employee's Beneficiary (as defined below) an amount equal to his Salary (at the rate in effect at the time of the Employee's termination of employment) for a period of six months following the date of the Employee's Death. For purposes of this provision, the Employee's Beneficiary shall be the Employee's spouse; if the Employee is not married on his date of Death, the Employee's children, per stirpes; and otherwise, the Employee's estate. (d) If the Employee's termination is pursuant to Section 8(d), the Company shall continue to pay the Employee an amount equal to his Salary (at the rate in effect at the time of his termination of employment) for a period of six months following the effective date of the termination (the "Severance Period"), the Employer shall continue to provide the Employee the benefits described in Section 4.6 and Section 4.8 and shall pay an amount equal to what would be the Employee's cost of COBRA health continuation coverage for the Employee and eligible dependents for the greater of the Severance Period or the period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from the Employer. Notwithstanding any other provision of this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and the other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "Code"), the Employee shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced.termination of

Termination Payments. (a) In the event Employee's employment is terminated under this of an Extraordinary Termination during the Agreement Term, the Company shall, in addition to any amounts due for periods prior to the expiration of the Term pursuant Section 3.2.1(b)Extraordinary Termination, Section 3.2.2(a) or Section 3.2.3, the Employer shall pay to Employee in cash within ten days after the Employee as severance pay and liquidated damages a lump sum Extraordinary Termination an amount equal to the product sum of: (i) three times the greater of (A) Employee's annual salary or annual consulting compensation at the time of the Control Transaction, or (B) Employee's annual salary or annual consulting compensation immediately prior to the Extraordinary Termination; plus (ii) if the Extraordinary Termination occurs during the Employment Term, three times the greater of (A) the most recent annual bonus paid to Employee prior to the Extraordinary Termination or (B) the estimated amount of his bonus for the year that includes the date of the Extraordinary Termination; plus (iii) at the option of Employee and in lieu of his exercising any stock options that he might hold at the time, an amount equal to the excess of the aggregate market price at the close of business on the date of the Extraordinary Termination of the Company's shares subject to all stock options outstanding and unexercised, whether vested or unvested, over the aggregate exercise price of all such stock options; plus (iv) if the Extraordinary Termination occurs during the Employment Term, payment in lieu of all unused vacation or sick time. (b) Employee may elect to defer the payment of all or part of the amount to be paid to him under subsection (a) Average Monthly Compensation multiplied by for up to twelve months after the Extraordinary Termination, or to have all or part of such amount paid to him in installments over a period not to exceed twelve months after the Extraordinary Termination. (bc) the number of months (including partial months) from the effective date In addition to payment of the termination through the then unexpired portion of the Term or, if greater, twelve. In addition, from the effective date of the termination through the then unexpired portion of the Term amounts specified in subsection (or, if greatera), for a period of twelve months following an Extraordinary Termination during the effective date Employment Term or the Consulting Term, the Company will continue or cause to be continued, at no cost to Employee, medical care and life insurance benefits substantially comparable to those furnished to Employee by the Company immediately prior to the Extraordinary Termination. (d) It is the intention of the termination (the "Severance Period"), the Employer shall continue to provide the Employee the benefits described in Section 4.6 and Section 4.8 and shall pay an amount equal to what would be the Employee's cost of COBRA health continuation coverage for the Employee and eligible dependents for the greater of the Severance Period or the period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from the Employer. Notwithstanding any other provision of this Agreement to the contrary, if the aggregate of parties that the payments provided for in under this Agreement and Section 9 shall not constitute "excess parachute payments" within the other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment," as defined in meaning of Section 280G(b)(2) 280G of the Internal Revenue CodeCode of 1986, as amended (the "Code")amended, the Employee shall receive the Total Payments unless the (a) after-tax amount that would be retained and any regulations promulgated by the Employee Internal Revenue Service thereunder. In the event that the independent accountants acting as auditors for the Company on the date of a Control Transaction (after taking or another accounting firm designated by them) determine that the payments under this Section constitute "excess parachute payments," the amounts payable under this Section shall be reduced to the maximum amount which may be paid without constituting the payments "excess parachute payments." Such determination shall take into account all federal(i) whether the payments under this Agreement are "parachute payments" within the meaning of Section 280G and, state and local income taxes payable by the Employee and if so, (ii) the amount of any excise taxes payable payments under this Section that constitutes reasonable compensation within the meaning of Section 280G. The fees and expenses of the accountants performing this calculation shall be paid in full by the Company. Nothing contained in this Agreement shall prevent the Company after a Control Transaction from agreeing to pay Employee under Section 4999 compensation or benefits in excess of the Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result those provided in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reducedthis Agreement.

Termination Payments. In (a) If the event EmployeeExecutive's employment is terminated under this Agreement prior to with the Company terminates by reason of the expiration of the Employment Term or during the Employment Term pursuant Section 3.2.1(bto clause (i), Section 3.2.2(a(ii), (iii) or (v) of Section 3.2.36 of this Agreement, the Employer Company shall pay cause the Executive to be paid (x) any earned and unpaid Base Salary as of the Termination Date, (y) reimbursement of any unreimbursed business expenses properly incurred on or prior to the Employee Termination Date and (z) such other benefits to which the Executive may be entitled as a terminated employee under the Benefit Plans (the "Accrued Compensation"). (b) If (1) the Company terminates the Executive's employment during the Employment Term without Cause pursuant to clause (iv) of Section 6 of this Agreement, or (2) prior to the end of the Employment Term the Company does not offer to continue the Executive's employment as permanent Chief Executive Officer on substantially the same terms and conditions as set forth in this Agreement, then the Company shall cause the Executive to be paid (i) the Accrued Compensation, (ii) a severance pay payment equal to $58,333 per month of service (pro rated for partial months and liquidated damages including service with Telewest Communications plc prior to the Effective Date), not to exceed a maximum of $700,000 (the payment set forth in this clause (ii), the "Severance Pay"), and (iii) any Bonus as to which the applicable calendar year has been fully completed as of the Termination Date (whether or not bonuses have been determined in respect of such calendar year for other members of senior management) to be paid as and when such bonuses are paid to other members of senior management. The Severance Pay shall be paid in a lump sum amount equal within ten days following the Termination Date. (c) If the Executive's employment with the Company terminates because the Executive determines in good faith, based on the advice of his doctor, that he can no longer perform his duties to the product Company because of (a) Average Monthly Compensation multiplied by (b) serious illness, then the number of months (including partial months) from Executive and the effective date of the termination through the then unexpired portion of the Term or, if greater, twelve. In addition, from the effective date of the termination through the then unexpired portion of the Term (or, if greater, for a period of twelve months following the effective date of the termination (the "Severance Period"), the Employer Company shall continue negotiate in good faith to provide the Employee the benefits described in Section 4.6 and Section 4.8 and shall pay determine an amount equal to what would be the Employee's cost of COBRA health continuation coverage appropriate severance arrangement for the Employee and eligible dependents for the greater of the Severance Period or the period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from the Employer. Executive. (d) Notwithstanding any other provision of this Agreement, no Severance Pay shall become due or payable under this Agreement unless and until the Executive executes the general release of claims attached hereto as Attachment B and such release has become irrevocable. The Severance Pay shall constitute the exclusive payments in the nature of severance or termination pay which shall be due to the contraryExecutive upon the Executive's termination of employment and shall be in lieu of any other such payments under any plan, if the aggregate program, policy or other arrangement which has heretofore been or shall hereafter be established by any member of the payments provided for in Company Affiliated Group. The Executive shall have no obligation to mitigate any amounts payable to the Executive under this Agreement and the other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(2) of the Internal Revenue CodeAgreement, as amended (the "Code")whether by seeking employment or otherwise, the Employee shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable payment or benefit due the Executive shall not be reduced or offset by any payment or benefit that the Employee under Section 4999 of the Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to Executive may receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reducedfrom any other source.

Termination Payments. In the event Employee's employment this Agreement is terminated under this Agreement prior by the Employer pursuant to the expiration of the Term pursuant Section 3.2.1(b), ) or by the Employee pursuant to Section 3.2.2(a) or Section 3.2.3and a Change in Control has not occurred, then commencing with the first payroll date immediately following the effective date of such termination, the Employer shall will pay to the Employee as severance pay and liquidated damages a lump sum an amount equal to the product current cash compensation for a period equal to the remainder of (a) the Term. In addition, the Employer will continue to maintain the Employee’s health insurance coverage during the remainder of the term. In the event a Change in Control has occurred and this Agreement is terminated by Employer or by Employee pursuant to Section 3.2.3, the Employee shall be entitled to a lump sum payment equal to 2.50 times his Average Monthly Annual Cash Compensation multiplied and shall be paid such lump sum payment by (b) the number Employer within 30 days of months (including partial months) from the effective date of termination of this Agreement. As used herein, the termination through term “Average Annual Cash Compensation” means the then unexpired Employee’s average annual cash compensation paid by the Employer during the most recent five (5) taxable years ending before the date the Change in Control occurs (or such portion of the Term or, if greater, twelve. In addition, from the effective date of the termination through the then unexpired portion of the Term (or, if greater, for a period of twelve months following the effective date of the termination (the "Severance Period"), the Employer shall continue to provide the Employee the benefits described in Section 4.6 and Section 4.8 and shall pay an amount equal to what would be the Employee's cost of COBRA health continuation coverage for the Employee and eligible dependents for the greater of the Severance Period or the such period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from was employed by the Employer). To the extent Employee is granted any equity compensation, including but not limited to stock options or a management reward and retention plan, the terms of any agreement related to such equity compensation shall provide that Employee’s right to such compensation fully vests upon a Change in Control, to the extent permitted by applicable law. Notwithstanding any other provision of provisions to this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and the other payments and benefits which the Employee has the right to receive from the Employer (the "“Total Payments"”) would constitute a "“parachute payment," ” as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "Code"), the Employee shall receive the Total Payments unless the (a) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Internal Revenue Code that would be payable by the Employee (the "“Excise Taxes"”)) if the Employee were to receive the Total Payments has a lesser an aggregate value less than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "“Reduced Payments"”), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced. Any payments made to Employee pursuant to this Agreement, or otherwise, are subject to and conditioned upon compliance with Section U.S.C. Section 1828(k) and FDIC regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

Termination Payments. Executive (or his or her estate pursuant to Section 6(a) hereof) shall be entitled to receive the following payments upon termination of his or her employment hereunder: (a) In the event Employee's employment is terminated under this Agreement prior to the expiration of the Term termination of Executive’s employment pursuant to Section 3.2.1(b), Section 3.2.2(a6(a) or 6(f) hereof, or by the Company pursuant to Section 3.2.36(d)(i) for Company’s Good Reason or pursuant to Section 6(g) , the Employer Company shall pay to Executive (or his or her estate, as the Employee case may be) as severance pay soon as practicable following such termination any accrued and liquidated damages a lump sum amount equal to unpaid Base Salary through the product date of (a) Average Monthly Compensation multiplied by termination as provided in Section 3 hereof. (b) In the number of months (including partial months) from the effective date event of the termination through of Executive’s employment pursuant to Section 6(b) hereof, the then unexpired portion of the Term or, if greater, twelve. In addition, from the effective date of the termination through the then unexpired portion of the Term (or, if greater, Company shall pay to Executive for a period of twelve (12) months following after the effective date of termination the amount of the Base Salary through the end of such twelve (12) month period, less any amounts paid to Executive pursuant to disability insurance, if any, provided by the Muzak Entities. (c) In the event of termination (the "Severance Period"of Executive’s employment pursuant to Section 6(c), Section 6(d)(ii), or Section 6(e), the Employer Company shall continue to provide pay the Employee Base Salary for twelve (12) months after the benefits described in date of termination. In the event of termination of Executive’s employment pursuant to Section 4.6 and 6(c), Section 4.8 and 6(d)(ii), or Section 6(e), the Company shall further pay an amount equal to what would be for a period of twelve (12) months after the Employee's cost date of such termination for all COBRA health premiums associated with the continuation coverage for the Employee and eligible dependents for the greater of the Severance Period or Company’s group health and group dental coverages for Executive and his participating family members; the period during Company’s obligations to pay such COBRA premiums shall extend solely to those plans in which Executive was enrolled on the Employee day prior to Executive’s termination and solely to those eligible dependents are entitled participating family members that Executive had enrolled in such plans prior to COBRA health continuation coverage from Executive’s termination. (d) Without limiting the Employer. Notwithstanding any other provision of this Agreement remedies available to the contraryCompany for breach by Executive of Section 9 or 10 hereof, if in the aggregate event that Executive violates the provisions of Section 9 or 10 after the payments provided for termination of his or her employment with the Company in this Agreement and a manner reasonably determined by the other payments and benefits which the Employee has the right Company to receive from the Employer be materially injurious to any Muzak-Related Company (the "Total Payments") would constitute a "parachute payment," as that term is defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "Code"9), any termination payments provided in this Section 7 remaining unpaid at the Employee shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee time such violation occurs shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reducedautomatically forfeited.

Termination Payments. In (a) Subject only to Section 10(b), upon termination of the event Employee's ’s employment, the sole obligation of the Employer to make any cash payment to the Employee shall be to pay the Employee (i) any portion of the Base Salary and bonus which has been earned but unpaid as of the date of the Employee’s termination of employment is terminated under this Agreement with he Employer (the “Termination Date”) and (ii) reimbursement of reasonable and necessary business expenses incurred by the Employee in connection with the Employee’s employment on behalf of the Employer on or prior to the expiration Termination Date but only previously paid to the Employee (collectively, the “Accrued Compensation”). (b) If the employment of the Employee is terminated during the Employment Term by the Employer pursuant to Section 3.2.1(b9(e) or by the Employee pursuant to Section 9(f), in addition to the payment of the Accrued Compensation and the continuation of medical benefits described in the penultimate sentence of this Section 3.2.2(a) or Section 3.2.310(b), the Employer shall pay to the Employee as an aggregate amount or severance pay and liquidated damages a lump sum amount equal to the product sum of (a) Average Monthly Compensation multiplied by (b) the number of months (including partial months) from the effective date 100% of the termination through the then unexpired portion annual Base Salary and 100% of the Term orannual Target Bonus, if greater, twelve. In addition, from the effective date each as in effect as of the termination through Termination Date. Such severance pay shall be paid in twelve substantially equal monthly installments commencing within 30 days after the then unexpired portion Termination Date; provided, however, that in the event the Employee breaches any of the Term (orcovenants set forth in Section 11 hereof, if greater, for a period of twelve months following the effective date of the termination (the "Severance Period"), all severance payments shall cease and the Employer shall continue to provide the Employee the benefits described in have no further obligations under this Section 4.6 and Section 4.8 and shall pay an amount equal to what would be the Employee's cost of COBRA health continuation coverage 10(b). The Employer will also, for the Employee and eligible dependents for the greater of the Severance Period or the period during which it is making such severance payments to the Employee, provide the Employee and those eligible dependents are entitled to COBRA health continuation coverage from his dependents, at the Employer’s cost, continued group medical insurance coverage, so long as such continuation is available pursuant to a valid election for continuation of coverage. The obligation of the Employer to pay the severance pay pursuant to this Section 10(b) shall be conditioned on the Employee’s execution of a general release in form satisfactory to the Employer. (c) The Employer shall have no obligation for post-termination payments to the Employee except as set forth in Section 10(a) and 10(b) above. (d) Notwithstanding any other provision provisions of this Agreement to the contraryAgreement, if the aggregate of the payments provided for in this Agreement and the other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(2) 409A of the Internal Revenue CodeCode of 1986, as amended (amended, would cause the "Code")imposition of an excise tax on the severance payments as provided in this Section 10, the Employee shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 then payment of the Code severance payments will commence upon earliest date that would be payable by complies with Section 409A without the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion imposition of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Paymentsexcise tax, and the relative first installment will include all portions of each, are the severance payment that would have been paid but for the application of Section 409A to be reducedthe severance payments.

Termination Payments. A. In the event of termination of the Employee's employment is terminated under this Agreement prior to during the expiration of the Term pursuant Section 3.2.1(b), Section 3.2.2(aEmployment Period: (i) or Section 3.2.3, by the Employer shall pay without Cause (pursuant to the Employee as severance pay and liquidated damages a lump sum amount equal to the product of Section 3(f)); or (aii) Average Monthly Compensation multiplied by (b) the number of months (including partial months) from the effective date of the termination through the then unexpired portion of the Term or, if greater, twelve. In addition, from the effective date of the termination through the then unexpired portion of the Term (or, if greater, for a period of twelve months following the effective date of the termination (the "Severance Period"), the Employer shall continue to provide the Employee the benefits described in Section 4.6 and Section 4.8 and shall pay an amount equal to what would be the Employee's cost of COBRA health continuation coverage for the Employee and eligible dependents for the greater of the Severance Period or the period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from the Employer. Notwithstanding any other provision of this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and the other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "Code"), the Employee shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Employee for Good Reason (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under pursuant to Section 4999 of the Code that would be payable by the Employee (the "Excise Taxes"3(d)) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Paymentsthen, the Employee shall be entitled to determine which the following payments: (a) Annual Base Salary through the Date of Termination (to the extent not paid) within 10 days following the Date of Termination; (b) Earned but unpaid Annual Bonus in respect of the Total Paymentsyear ended prior to the Date of Termination; (c) A pro rata portion of his target Annual Bonus (which target shall not be less than $500,000) based upon the number of months worked in the year in which the Date of Termination occurs; (d) Severance pay pursuant to the Top Management level of the Employer's Severance Plan; (e) Amounts vested under the terms of benefits plans in which he is a participant under the terms thereof; and (f) Unreimbursed expenses under Section 4 of this Agreement. B. The Employee shall not be entitled to any further payments or benefits under this Agreement in respect of any termination of the Employee's employment during the Employment Period by the Employer without Cause (pursuant to Section 3(f)) or by the Employee for Good Reason (pursuant to Section 3(d)). The payments and benefits provided in this Section 5A(a) and 5A(b) are subject to and conditioned upon the Employee's compliance with the restrictive covenants provided in Section 7 and shall be subject to and conditioned upon the Employee executing a valid general release and waiver, waiving all claims the Employee may have against the Employer, its successors, assigns, affiliates, employees, officers and directors. C. In the event that the Employee's employment terminates at the expiration of the Employment Period without renewal, then the Employee shall be entitled to a pro rata portion of his target Annual Bonus (which target shall not be less than $500,000) based upon the number of months worked in the year in which the Date of Termination occurs and the relative portions Employee shall be entitled to continue his participation in the Employer's benefit plans (to the extent he is a participant on the date of eachexpiration) for six months after expiration of the Employment Period. D. If the Employee's employment is terminated during the Employment Period by the Employer for Cause, are by the Employee without Good Reason, or as a result of the Employee's death or Disability pursuant to Sections 3(c), 3(g), 3(a) and 3(b), respectively, the Employer shall pay the amounts referred to in Section 5A(a) and 5A(b) to the Employee (or the Employee's estate or legal representative in the event of the Employee's death) within thirty days following the Date of Termination and the Employee shall not be reducedentitled to any further payments or benefits under this Agreement. E. The Employer shall forgive the $700,000 principal amount of the loan made to the Employee in June 2001 in accordance with the terms of the Promissory Note attached hereto.

Termination Payments. In (a) If the event EmployeeExecutive's employment is terminated under this Agreement with the Company terminates pursuant to Subsection (a), (b), (c) or (d) of Section 7, the Company shall pay the Executive: (i) any accrued and unpaid Base Salary as of the Termination Date and (ii) an amount equal to such reasonable and necessary business expenses incurred by the Executive in connection with the Executive's employment on behalf of the Company on or prior to the expiration of the Term pursuant Section 3.2.1(b), Section 3.2.2(a) or Section 3.2.3, the Employer shall pay Termination Date but not previously paid to the Employee as severance pay and liquidated damages a lump sum amount equal to Executive (the product of (a) Average Monthly Compensation multiplied by "Accrued Compensation"). (b) If the number Executive's employment with the Company terminates pursuant to Subsection (e) of months Section 7: (including partial monthsi) from the effective date of Company shall pay the termination through Executive the then unexpired portion of the Term or, if greater, twelve. In addition, from the effective date of the termination through the then unexpired portion of the Term Accrued Compensation; (or, if greater, ii) for a period of twelve months one year following the effective date of Termination Date, but only for so long as the termination (the "Severance Period")Executive is in compliance with Section 9, the Employer Company shall continue to provide pay the Employee Executive the benefits described Base Salary and Bonus in Section 4.6 and Section 4.8 and shall pay an amount equal to what would be accordance with the Employee's cost of COBRA health continuation coverage for the Employee and eligible dependents for the greater normal payroll practices of the Severance Period or Company; and (iii) (x) the period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from the Employer. Notwithstanding any other provision of this Agreement to the contrary, if the aggregate portion of the payments provided for in this Agreement shares granted under Sections 3(i) and the other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(23(ii) of the Internal Revenue CodeRestricted Stock Agreement that are scheduled to become vested within one year following the Termination Date shall become vested on the Termination Date (without regard to whether the performance conditions relating thereto are satisfied) and the remaining portion of the shares granted under such Sections shall be forfeited, as amended and (y) one-third of the "Code"of the shares granted under Section 3(iii) of the Restricted Stock Agreement shall become vested (without regard to whether the performance conditions relating thereto are satisfied), and the Employee shall receive Compensation Committee or the Total Payments unless Board of Directors will have the discretion to vest all or any part of the remaining portion of the Restricted Stock Agreement granted under such Section. (c) If the Executive's employment with the Company terminates pursuant to Subsection (a) after-tax amount that would be retained by of Section 7, any shares granted under the Employee (after taking into account all federal, state Restricted Stock Agreement and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced not then forfeited pursuant to the largest amount as would result in no portion of terms thereof shall become vested and exercisable on the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reducedTermination Date.

Termination Payments. Executive (or his estate pursuant to Section 7(a) hereof) shall be entitled to receive the following payments upon termination of his employment hereunder: (a) In the event Employeeof the termination of Executive's employment is terminated under this Agreement prior pursuant to the expiration of the Term pursuant Section 3.2.1(b7(a), Section 3.2.2(a7(c) or 7(f) hereof, or by the Company pursuant to Section 3.2.37(d)(i) for Company's Good Reason or pursuant to Section 7(g), the Employer Company shall pay to Executive (or his estate, as the Employee case may be) as severance pay soon as practicable following such termination any accrued and liquidated damages a lump sum amount equal to unpaid Base Salary through the product date of (a) Average Monthly Compensation multiplied by termination as provided in Section 3 hereof. (b) In the number of months (including partial months) from the effective date event of the termination through of Executive's employment pursuant to Section 7(b) hereof, the then unexpired portion of the Term or, if greater, twelve. In addition, from the effective date of the termination through the then unexpired portion of the Term (or, if greater, Company shall pay to Executive for a period of twelve (12) months following after the effective date of termination the amount of the Base Salary through the end of such twelve (12) month period, less any amounts paid to Executive pursuant to disability insurance, if any, provided by any of the Muzak Entities. (c) In the event of termination pursuant to Section 7(d)(ii) of Executive's employment other than for Company's Good Reason, or pursuant to Section 7(e) for Executive's Good Reason, the Company shall continue to pay the Base Salary for twelve (12) months after the date of termination (the "Severance PeriodObligations")) and Executive shall have no duty to mitigate, and the Company shall have no right to offset, the Employer shall continue to provide Severance Obligations. (d) Without limiting the Employee the benefits described in Section 4.6 and Section 4.8 and shall pay an amount equal to what would be the Employee's cost of COBRA health continuation coverage for the Employee and eligible dependents for the greater of the Severance Period or the period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from the Employer. Notwithstanding any other provision of this Agreement remedies available to the contraryCompany for breach by Executive of Section 10 and/or 11 hereof, if in the aggregate event that Executive violates the provisions of Section 10 and/or 11 after the payments provided for termination of his employment with the Company in this Agreement and a manner reasonably determined by the other payments and benefits which the Employee has the right Company to receive from the Employer be materially injurious to any Muzak-Related Company (the "Total Payments") would constitute a "parachute payment," as that term is defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "Code"10), any termination payments provided in this Section 8 remaining unpaid at the Employee shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee time such violation occurs shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reducedautomatically forfeited.

Termination Payments. In the event that Employee's employment is terminated under this Agreement prior then BOSC will pay or provide to Employee the expiration of the Term pursuant Section 3.2.1(b), Section 3.2.2(a) or Section 3.2.3, the Employer shall pay to the Employee as severance pay and liquidated damages a lump sum amount equal to the product of following: (a) Average Monthly by Employee for Good Cause, as defined herein, or BOSC for any reason other than Good Cause, (i) Compensation, including the Base Compensation multiplied by (bas set forth in paragraph 3(a) the number of months (including partial months) from the effective date of the termination through the then unexpired portion of the Term or, if greater, twelve. In addition, from the effective date of the termination through the then unexpired portion of the Term (or, if greater, for a period of twelve (48) forty-eight months following from the effective commencement of this Agreement which remains unpaid on the date Employee's employment is terminated (ii) a monthly amount equal to Employee's monthly base compensation on the date Employee's employment is terminated for a period of eighteen (18) months from the termination last payment of Compensation pursuant to Section 3 herein; (the "Severance Period"), the Employer shall continue to provide the Employee the benefits described in Section 4.6 and Section 4.8 and shall pay iii) an amount equal to what would be the EmployeeEmployer's cost of COBRA maintaining the health continuation insurance coverage for the Employee and eligible dependents his family in effect immediately prior to termination of Employee's employment for a period of eighteen (18) months from the greater termination of employment; (iv) full vesting of Fifty percent (50%) of the Severance Period or stock options provided to Employee by reason of his employment with BOSC that are unvested at the time of termination of Employee's employment and an extension of period during of time within which the Employee and those eligible dependents are entitled such options must be exercised to COBRA health continuation coverage eighteen (18) months from the Employertermination of Employee's employment; and (v) any amount of the restrictive covenant fee pursuant to a Non-competition Agreement entered into between the parties ("Restrictive Covenant Fee") that is not paid as of the date Employee's employment is terminated, including any installment payments after the date Employee's employment is terminated. (b) In the event that Employee's employment is terminated by Employee for any reason other than for Good Cause, or BOSC for Good Cause, then BOSC will pay or provide to Employee the following: (i) a monthly amount equal to Employee's monthly base compensation on the date Employee's employment is terminated multiplied times Nine (9) payable in equal monthly installments over a period of Eighteen (18) months from the last payment of Compensation pursuant to Section 3 herein; and (ii) Any amount of the Restrictive Covenant Fee that is not paid as of the date Employee's employment is terminated, including any installment payments after the date Employee's employment is terminated. Notwithstanding For purposes of this Agreement, good cause for termination of Employee's employment shall mean: (i) In the event of termination of employment by BOSC, Employee's repeated, material incompetence, substandard productivity, or unsatisfactory performance or attendance, violation of BOSC's or Affiliates' material rules, regulations, policies, procedures or instructions, whether written or oral after receipt of at least one (1) written warning from BOSC regarding the same, material breach of any other provision of this Agreement or Employee's fiduciary duty to BOSC or Affiliates, or commission of acts of dishonesty, engaging in any discriminatory or sexually harassing behavior or using, possessing, or being under the contraryinfluence of alcohol, if the aggregate illegal drugs, or controlled substances on BOSC or Affiliates' property or while working for or representing BOSC or any Affiliate; (ii) Death or total disability of the payments provided for in this Agreement and the other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(2) BOSC's Long Term Disability Insurance Policy or in the event of the Internal Revenue Codetermination of employment by Employee, as amended Employee is required to relocate without Employee's acceptance, Employee's responsibility, authority, rank or title is significantly reduced, Employee's annual compensation from Employer is less than his then applicable annual base compensation or Employer materially breaches any provision of this Agreement (the "CodeGood Cause"), the Employee shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced.

Termination Payments. In If the event Employee's employment is terminated under this Agreement with the Company terminates for whatever reason, the Company will pay the Employee any portion of the Salary accrued hereunder on or prior to the expiration date of termination but not paid. If the Term Employee's employment with the Company terminates pursuant to Section 3.2.1(b), Section 3.2.2(a6(a)(vi) or Section 3.2.36(a)(vii)(x) hereof, the Employer Company will pay the Employee any portion of Employee's bonus compensation pursuant to Section 3(c) hereof which has accrued hereunder on or prior to the date of termination but has not been paid (the "Prorata Bonus"). The Prorata Bonus shall pay be calculated by: (i) annualizing the Company's performance through the date of termination for the fiscal year in question; (ii) determining the bonus compensation due to the Employee as severance pursuant to Section 3(c) hereof on the basis of the Company's annualized results for the fiscal year in question; and (iii) prorating the bonus compensation based on the number of weeks worked by the Employee during the fiscal year in question. Except for purposes of this Section 7, the Employee's bonus compensation pursuant to Section 3(c) for any fiscal year shall not be deemed to have been accrued prior to the completion of the fiscal year in question. If the Employee's employment with the Company terminates pursuant to Section 6(a)(vi) or Section 6(a)(vii)(x) hereof, the Company will continue to pay and liquidated damages a lump sum the Employee an amount equal to the product of Employee's Salary (a) Average Monthly Compensation multiplied by (b) at the number of months (including partial months) from salary rate in effect on the effective date of the termination through the then unexpired portion of the Term or, if greater, twelve. In addition, from the effective date of the termination through the then unexpired portion of the Term (or, if greater, for a period of twelve months following the effective date of the termination (the "Severance Period"), the Employer shall continue to provide the Employee the benefits described in Section 4.6 and Section 4.8 and shall pay an amount equal to what would be the Employee's cost employment hereunder) until the fourth anniversary of COBRA health continuation coverage for the date hereof. The foregoing payments upon termination shall constitute the exclusive payments due the Employee and eligible dependents for the greater of the Severance Period or the period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from the Employer. Notwithstanding upon termination under this Agreement, but shall have no effect on any other provision of this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and the other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "Code"), the Employee shall receive the Total Payments unless the (a) after-tax amount that would may be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by due the Employee under Section 4999 any plan of the Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (Company which provides benefits after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion termination of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reducedemployment.

Termination Payments. In (a) If the event Employee's employment performance of services for the Company is terminated (i) by the Company for Cause, (ii) by the Employee or (iii) upon the dissolution of the Company, the Company will pay the Employee (i) any accrued and unpaid Base Compensation as of the Termination Date and (ii) an amount to reimburse the Employee for any and all monies advanced or expenses incurred in connection with the Employee's performance of services for reasonable and necessary expenses incurred by the Employee on behalf of the Company prior to the Termination Date. The Employee's entitlement to other benefits shall be delivered in accordance with the Company's benefit plans then in effect. (b) If the Employee's performance of services for the Company is terminated by reason of the Employee's death or Disability, the Company's sole obligation under this Agreement prior shall be to pay or provide the expiration Employee or his estate the payments required by Section 7(a) hereof. (c) If the Employee's performance of services for the Term Company is terminated without Cause (including, without limitation, pursuant to Section 3.2.1(b6(c)), Section 3.2.2(a) or Section 3.2.3, the Employer shall pay to all stock options held by the Employee as severance pay that have not vested shall automatically vest and liquidated damages a lump sum amount equal to the product of (a) Average Monthly Compensation multiplied by (b) the number of months (including partial months) from the effective date of the termination through the then unexpired portion of the Term or, if greater, twelve. In addition, from the effective date of the termination through the then unexpired portion of the Term (or, if greaterCompany shall, for a period so long as the Employee has not breached any of twelve months following the effective date of the termination his obligations under Section 8, (the "Severance Period"), the Employer shall continue to i) pay or provide the Employee the benefits described in payments required by Section 4.6 and Section 4.8 and shall 7(a) hereof, (ii) continue to pay an amount equal the Employee the Base Compensation for the remainder of the Services Term, (iii) provide to what would be the Employee's cost of COBRA health continuation coverage for the Employee and eligible dependents his beneficiaries for the greater remainder of the Severance Period or Services Term, employee health benefits substantially similar in the period during which aggregate to those provided to the other most senior executives of the Company; provided, however, that the Company's obligation with respect to the foregoing benefits shall be reduced to the extent the Employee or his beneficiaries obtains any such benefits pursuant to another employer's or similar entity's benefit plans and those eligible dependents are entitled to COBRA health continuation coverage from the Employer. Notwithstanding any other provision (iv) provide for an expiration date of this Agreement to the contraryAugust 12, if the aggregate of the payments provided 2002 for in this Agreement and the other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "Code"), the Employee shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable stock options held by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced.

Termination Payments. In Upon termination of the event Employee's employment with the Company, for whatever reason, the Company shall pay the Employee any Salary accrued to the date of termination but not paid to the Employee, in accordance with the Company's normal payroll practices, plus the Employee shall receive any accrued benefits through the date of termination. If the Employee's employment with the Company is terminated under this Agreement prior pursuant to the expiration of the Term pursuant Section 3.2.1(b), Section 3.2.2(a5(e) or Section 3.2.35(f) hereof, the Employer Company shall pay to the Employee Employee, as severance pay and liquidated damages a lump sum amount equal to the product of (a) Average Monthly Compensation multiplied by (b) the number of months (including partial months) from the effective date of the termination through the then unexpired portion of the Term orpay, if greater, twelve. In addition, from the effective date of the termination through the then unexpired portion of the Term (or, if greater, for a period of twelve months following the effective date of the termination (the "Severance Period"), the Employer shall continue to provide the Employee the benefits described in Section 4.6 and Section 4.8 and shall pay an amount equal to what would be two times the sum of (i) $400,000 plus (ii) the Employee's cost of COBRA health continuation coverage for the Employee and eligible dependents for the greater "average annual bonus", such amount (less applicable withholdings) to be payable within thirty (30) days of the Severance Period or date of termination of the period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from the EmployerEmployee's employment. Notwithstanding any other provision For purposes of this Agreement to the contrarySection 6, Employee's "average annual bonus" shall be, if the aggregate termination occurs in 1997, equal to his 1996 bonus; and if the termination occurs in 1998, equal to the average of his 1996 and 1997 bonuses; and if the termination occurs in 1999 or thereafter, equal to the average of the payments provided bonuses paid for the last two calendar years preceding the date of termination; provided, however, that the average annual bonus for purposes of calculating the severance payment in this Agreement and Section 6 can not exceed $200,000. Therefore, the maximum severance payment payable pursuant to this Section 6 shall be two times the sum of $400,000 plus $200,000 or $1,200,000. The foregoing payment shall constitute the exclusive payment due the Employee by reason of the termination of his employment by the Company, including any payments which may otherwise be payable pursuant to any other payments and separation or severance policy established or maintained by the Company, but shall have no effect on any other benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "Code"), the Employee shall receive the Total Payments unless the (a) after-tax amount that would may be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by due the Employee under Section 4999 any plan of the Code that would Company which provides benefits (other than separation or severance pay) after termination of employment. The foregoing payments shall be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by conditioned upon the Employee) if the Employee were to receive the Total Payments reduced 's execution and delivery to the largest amount as would result in no portion Company of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reducedCompany's standard general release form.

Termination Payments. In Subject to clause (2) hereof, if the event EmployeeCompany terminates the Executive's employment is terminated under this Agreement prior to other than for Cause or disability, or if the expiration of the Term pursuant Section 3.2.1(b), Section 3.2.2(a) Executive terminates his or Section 3.2.3her employment for Good Reason, the Employer Company shall pay to the Employee as severance pay Executive the following amounts and liquidated damages a lump sum amount equal to provide the product of Executive with the following benefits: (a) Average Monthly Compensation multiplied by (b) If not previously paid, the number of months (including partial months) from the effective date of the termination Executive shall be paid his or her Base Salary through the then unexpired portion Date of Termination at the Term or, if greater, twelve. In addition, from the effective date of the termination through the then unexpired portion of the Term rate in effect (or, if greater, for a period the rate required by Section 5(a) at the time the Notice of twelve months following Termination was given. (b) During the effective date remainder of the termination (the "Severance Employment Period"), the Employer Company shall continue to provide pay to the Employee Executive his or her salary on a monthly basis at a rate in effect (or, if greater, the rate required by section 5(a)) immediately prior to the Date of Termination. (c) During the remainder of the Employment Period, the Executive shall continue to receive benefits under the Company's employee benefit plans described in Section 4.6 Sections 5(d) and Section 4.8 5(f) hereof as if he or she remained employed by the Company. (d) The Executive shall be considered fully vested in any compensation or benefit amounts accrued, accruable, or payable by the Company to the Executive under any Company-sponsored compensation or benefit plan, whether qualified or unqualified, and shall pay an amount equal to what would be the Employee's cost of COBRA health continuation coverage such other plans as may have been in effect for the Employee and eligible dependents for Executive immediately prior to the greater of the Severance Period or the period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from the Employer. Notwithstanding any other provision Effective Date of this Agreement or the Date of Termination. (e) If, despite the provisions of Sections 7(d)(1)(c) and (d) above, benefits or service credits under any such employee benefit plan shall not be payable or provided under any such plan to the contraryExecutive or the Executive's dependents, if beneficiaries, and estate, because he or she is no longer an employee of the aggregate Company, the Company shall, to the extent necessary, pay or provide for payment of such benefits and service credits for such benefits to the Executive, his or her dependents, beneficiaries, and estate. (f) The Executive may elect, within 60 days after the Date of Termination, to be paid a lump sum severance allowance, in lieu of the payments payable pursuant to Section 7(d)(1)(b), (d), and (e) hereof, and in addition to the benefits payable or provided for pursuant to Sections 7(d)(1)(a) and (c) hereof, in this Agreement and an amount which is equal to the other sum of (i) the total payments and benefits which the Employee has the right remaining pursuant to receive from the Employer (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(27(d)(1)(b) of the Internal Revenue Codethis Agreement, as amended and (the "Code"), the Employee shall receive the Total Payments unless the (aii) after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes any other amounts payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion Executive under Sections 7(d)(1)(d) and (e) of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reducedthis Agreement.