Common use of Termination Payments Clause in Contracts

Termination Payments. In the event Executive’s employment is terminated under this Agreement prior to the expiration of the Term pursuant to Section 3.3.1(b), Section 3.3.2(a), or Section 3.3.3, the Company shall pay to the Executive as severance pay and liquidated damages a lump sum amount equal to the product of the (a) Average Monthly Compensation multiplied by (b) Twenty-Four (24), which amount shall be in lieu of any other severance benefits that the Executive might otherwise have been entitled to under any other plan, practice, arrangement or agreement of the Company. In addition, for a period of twenty-four months following the effective date of the termination (the “Severance Period”), the Company may continue to provide to the Executive, to the extent practicable, the benefits described in Section 4.3; provided, however, that in lieu of providing health benefits, the Company shall pay the Executive an amount equal to the difference between (x) the cost of COBRA health continuation coverage that would be charged by the Company to a former employee and eligible dependents for the greater of the Severance Period or the period during which the Executive and his eligible dependents are entitled to COBRA health continuation coverage from the Company and (y) the amount for which the Executive would have been responsible to pay under the health benefit plans in effect for the Executive immediately prior to his termination. To the extent the Company determines that the continuation of any other benefits by the Company is not practicable, the Company shall pay the Executive an amount equal to what would have been the Company’s cost of providing the coverage for such benefits during the Severance Period to the Executive and his eligible dependents as if the coverage had continued. Notwithstanding the above provisions of this Section 3.4, the Company may elect to retain the Executive on the payroll of the Company or an Affiliate (with existing benefits continuing through standard payroll deduction) for all or any part of the Severance Period in lieu of the payment of a lump sum; provided that such election by the Company shall not reduce the total amount due to Executive by the Company pursuant to this Section 3.4. 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 Executive has the right to receive from the Company (the “Total Payments”) would constitute a “parachute payment,” as defined in Section 28OG(b)(2) of the Internal Revenue Code, as amended (the “Code”), the Executive shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Executive (after taking into account all federal, state and local income taxes payable by the Executive and the amount of any excise taxes payable by the Executive pursuant to Section 4999 of the Code (the “Excise Taxes”)) if the Executive were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Executive (after taking into account all federal, state and local income taxes and Excise Taxes payable by the Executive) if the Executive were to receive the maximum amount of the Total Payments that the Executive could receive without being subject to the Excise Tax (the “Reduced Payments”), in which case the Executive shall be entitled only to the Reduced Payments. If the Executive is to receive the Reduced Payments, the Executive shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced.

Termination Payments. In (i) The Company shall pay to Employee an amount equal to the event Executivesum of his current annual Base Salary (i.e., $391,000) plus his annual target Bonus (i.e., $293,250), payable in equal installments on a semi-monthly basis over the 12 month period commencing on the Termination Date in accordance with the Company’s employment is terminated under this Agreement normal payroll practices, subject to required withholdings and deductions (the “Severance Payments”). The first Severance Payment shall be made on the first payroll date that occurs on or after the date on which the General Release becomes irrevocable, and shall include any amounts that would have otherwise been due prior to such first payment date. (ii) If Employee properly elects to continue medical, vision and dental coverage in accordance with the expiration continuation requirements of COBRA for coverage beginning on the first day of the Term pursuant to Section 3.3.1(b), Section 3.3.2(a), or Section 3.3.3month following the month in which the Termination Date falls, the Company shall pay a portion of the cost of the monthly COBRA coverage premium, so as to keep Employee’s contribution to medical coverage the Executive same as severance pay and liquidated damages a lump sum amount when employed (the “COBRA Payments”), for the 12 months following the Termination Date. During the time period that the Company is making the COBRA Payment, Employee shall be responsible for paying that portion of the COBRA Payment that is equal to the product of the (a) Average Monthly Compensation multiplied by (b) Twenty-Four (24)Employee’s current monthly payment for medical, which amount shall be in lieu of any other severance benefits that the Executive might otherwise have been entitled to under any other plan, practice, arrangement or agreement of vision and dental coverage with the Company. In additionNotwithstanding the foregoing, for a if during the period of twenty-four months following the effective date of the termination in which COBRA Payments continue pursuant to this clause (the “Severance Period”ii), Employee becomes employed as a consultant and/or employee for one or more entities and as a result becomes eligible to obtain comparable alternate medical benefits from the Company may continue to provide to the Executiveentity he is providing such services to, to the extent practicable, the benefits described in Section 4.3; provided, however, that in lieu of providing health benefits, then the Company shall pay the Executive an amount equal to the difference between (x) the cost of COBRA health continuation coverage that would be charged by the Company to a former employee and eligible dependents for the greater of the Severance Period or the period during which the Executive and his eligible dependents are entitled to COBRA health continuation coverage from the Company and (y) the amount for which the Executive would have been responsible to pay under the health benefit plans in effect for the Executive immediately prior to his termination. To the extent the Company determines that the cease continuation of any other benefits by the Company is not practicable, the Company shall pay the Executive an amount equal to what would Employee’s medical benefit and have been the Company’s cost of providing the coverage no further liability for such benefits during the Severance Period to the Executive and his eligible dependents as if the coverage had continuedCOBRA Payments. Notwithstanding the above provisions of this foregoing, unless it would result in taxes, penalties and/or interest being imposed on Employee under Section 3.4, the Company may elect to retain the Executive on the payroll of the Company or an Affiliate (with existing benefits continuing through standard payroll deduction) for all or any part of the Severance Period in lieu of the payment of a lump sum; provided that such election by the Company shall not reduce the total amount due to Executive by the Company pursuant to this Section 3.4. 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 Executive has the right to receive from the Company (the “Total Payments”) would constitute a “parachute payment,” as defined in Section 28OG(b)(2) 409A of the Internal Revenue CodeCode of 1986, as amended (the “Code”), the Executive shall receive Company may, at any time and in its sole discretion, accelerate the Total Payments unless the (a) after-tax amount that would be retained by the Executive (after taking into account all federal, state and local income taxes payable by the Executive and the amount payment of any excise taxes payable by the Executive pursuant to Section 4999 unpaid installment of the Code (Severance Payments and/or the “Excise Taxes”)) if the Executive were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Executive (after taking into account all federal, state and local income taxes and Excise Taxes payable by the Executive) if the Executive were to receive the maximum amount of the Total Payments that the Executive could receive without being subject to the Excise Tax (the “Reduced COBRA Payments”), in which case the Executive shall be entitled only to the Reduced Payments. If the Executive is to receive the Reduced Payments, the Executive shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced.

Termination Payments. In the event Executive’s employment is terminated under this Agreement prior to the expiration of the Term pursuant to Section 3.3.1(b), Section 3.3.2(a), or Section 3.3.3, the Company shall pay to the Executive as severance pay and liquidated damages a lump sum amount equal to the product of the (a) Average Monthly Compensation multiplied by (b) Twenty-Four twelve (2412), which amount shall be in lieu of any other severance benefits that the Executive might otherwise have been entitled to under any other plan, practice, arrangement or agreement of the Company. In addition, for a period of twenty-four twelve months following the effective date of the termination (the “Severance Period”), the Company may shall continue to provide to the Executive, to the extent practicable, the benefits described in Section 4.3; provided, however, that in lieu of providing health benefits, the Company shall pay the Executive an amount equal to the difference between (x) the cost of COBRA health continuation coverage that would be charged by the Company to a former employee and eligible dependents for the greater of the Severance Period or the period during which the Executive and his eligible dependents are entitled to COBRA health continuation coverage from the Company and (y) the amount for which the Executive would have been responsible to pay under the health benefit plans in effect for the Executive immediately prior to his termination. To the extent the Company determines that the continuation of any other benefits by the Company is not practicable, the Company shall may pay the Executive an amount equal to what would have been the Company’s cost of providing the coverage for such benefits during the Severance Period to the Executive and his eligible dependents as if the coverage had continued. Notwithstanding the above provisions of this Section 3.4, the Company may elect to retain the Executive on the payroll of the Company or an Affiliate (with existing benefits continuing through standard payroll deduction) for all or any part of the Severance Period in lieu of the payment of a lump sum; provided that such election by the Company shall not reduce the total amount due to Executive by the Company pursuant to this Section 3.4. 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 Executive has the right to receive from the Company (the “Total Payments”) would constitute a “parachute payment,” as defined in Section 28OG(b)(2) of the Internal Revenue Code, as amended (the “Code”), the Executive shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Executive (after taking into account all federal, state and local income taxes payable by the Executive and the amount of any excise taxes payable by the Executive pursuant to Section 4999 of the Code (the “Excise Taxes”)) if the Executive were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Executive (after taking into account all federal, state and local income taxes and Excise Taxes payable by the Executive) if the Executive were to receive the maximum amount of the Total Payments that the Executive could receive without being subject to the Excise Tax (the “Reduced Payments”), in which case the Executive shall be entitled only to the Reduced Payments. If the Executive is to receive the Reduced Payments, the Executive shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced.

Termination Payments. In the event (a) Except as otherwise provided herein, if Executive’s 's employment is terminated under this Agreement by thirty (30) days' prior to the expiration of the Term written notice pursuant to Section 3.3.1(b1 or Section 4 hereof, Executive's Base Compensation and other benefits (it being understood that no Incentive Bonus shall be payable), Section 3.3.2(a)if any, or Section 3.3.3, shall terminate at the Company shall pay to the Executive as severance pay and liquidated damages a lump sum amount equal to the product end of the (a) Average Monthly Compensation multiplied by month during which such termination occurs. (b) Twenty-Four (24)Upon the termination of Executive's employment pursuant to Section 4(d) or 4(f) hereof, which amount Employers shall be obligated, in lieu of any other severance benefits that remedies available to Executive, to (i) continue to pay Executive his Base Compensation at the Executive might otherwise have been entitled to under any other plan, practice, arrangement or agreement rate in effect at the date of the Company. In addition, termination for a period of twenty-four twelve (12) months following the termination date (the "Termination Payment") and (ii) pay Executive an amount of cash equal to the Incentive Bonus that the Executive would have earned if he had remained employed for the entirety of the fiscal year in which the termination occurs based on the Employers' actual performance during such fiscal year and Executive's target bonus percentage, multiplied by a fraction, the numerator of which is the number of days from the commencement of the then-current fiscal year of the Employer through the effective date of such termination and the termination (denominator of which is 365, with such payment being made as and when annual bonuses are paid to the “Severance Period”)members of senior management of the Employer. Except as required under Section 5(e) hereof, the Company Termination Payment shall be paid in installments on Employer's regular payroll dates occurring during the 12-month period immediately following Executive's termination date. (c) In the event of a termination of Executive's employment pursuant to Section 4(b) as a result of his death or disability, Employers shall pay to Executive, his estate or legal representative, as the case may continue to provide be, all amounts accrued to the date of termination and payable to Executive hereunder and under any other bonus, incentive or other plan. (d) Any termination of the Term shall not adversely affect or alter Executive's rights under any employee benefit plan of either Employer in which Executive, to at the extent practicabledate of termination, the benefits described has a vested interest, unless otherwise provided in Section 4.3; provided, however, that in lieu of providing health benefits, the Company shall pay the Executive an amount equal to the difference between (x) the cost of COBRA health continuation coverage that would be charged by the Company to a former such employee and eligible dependents for the greater of the Severance Period or the period during which the Executive and his eligible dependents are entitled to COBRA health continuation coverage from the Company and (y) the amount for which the Executive would have been responsible to pay under the health benefit plans in effect for the Executive immediately prior to his termination. To the extent the Company determines that the continuation of any other benefits by the Company is not practicable, the Company shall pay the Executive an amount equal to what would have been the Company’s cost of providing the coverage for such benefits during the Severance Period to the Executive and his eligible dependents as if the coverage had continued. Notwithstanding the above provisions of this Section 3.4, the Company may elect to retain the Executive on the payroll of the Company or an Affiliate (with existing benefits continuing through standard payroll deduction) for all plan or any part agreement or other instrument attendant thereto. (e) If Executive is a "specified employee" for purposes of the Severance Period in lieu of the payment of a lump sum; provided that such election by the Company shall not reduce the total amount due to Executive by the Company pursuant to this Section 3.4. 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 Executive has the right to receive from the Company 409A (the “Total Payments”) would constitute a “parachute payment,” as defined in "Section 28OG(b)(2409A") of the Internal Revenue CodeCode of 1986, as amended (the “Code”)amended, the Executive shall receive the Total Payments unless the (a) after-tax amount that would any payments required to be retained by the Executive (after taking into account all federal, state and local income taxes payable by the Executive and the amount of any excise taxes payable by the Executive made pursuant to this Section 4999 of the Code (the “Excise Taxes”)) if the Executive were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount 5 that would be retained by the Executive (after taking into account all federal, state and local income taxes and Excise Taxes payable by the Executive) if the Executive were to receive the maximum amount of the Total Payments that the Executive could receive without being are subject to Section 409A shall not commence until six months from the Excise Tax (Termination Date, with the “Reduced first payment equaling the first six months of Termination Payments”), in which case the Executive shall be entitled only to the Reduced Payments. If the Executive is to receive the Reduced Payments, the Executive 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 Executive's employment, Company shall pay to Executive, within three business days after the event end of the 30-day notice period provided in Section 4 above, a payment in cash equal to subsection (a) of this Section 5, and shall for the period or at the time specified provide the other benefits described in subsection (b) of this Section 5 if Executive’s 's employment is terminated by Company, other than for Cause, within three years after any "Change in Control" of Company as defined in subsection (d) of this Section 5, or at the request of or pursuant to an agreement with a third party who has taken steps reasonably calculated to effect a Change in Control, or otherwise in connection with or in anticipation of a Change in Control. (a) The payment shall be equal to eighteen (18) months of Executive's current Total Annual Compensation as defined in subsection (d) of this Section 5. (b) In addition to the amount payable to Executive under subsection (a) of this Section 5, upon termination of Executive for any reason the health care (including medical and dental) and life insurance benefits coverage benefits provided to Executive at her date of termination shall be continued at the same level and in the same manner as if her employment had not terminated (subject to the customary changes in such coverages if Executive reaches age 65 or similar events), together with the benefits described in subsections (d), (f) and (g) of Section 3 beginning on the date of such termination and ending on the later of: (a) the end of the term of this Agreement prior to or (b) the expiration date eighteen (18) months following the date of the Term pursuant Executive's termination, followed by COBRA election rights. Any additional coverages Executive had at termination, including dependent coverage, will also be continued for such period on the same terms. Any costs Executive was paying for such coverages at the time of termination shall continue to be paid by Executive. If the terms of any benefit plan referred to in this section do not permit continued participation by Executive, then Company will arrange for other coverage providing substantially similar benefits at the same contribution level of Executive. (c) The Company may terminate the Employee's employment for Disability by giving the Employee six months' advance notice in writing. Disability is defined in subsection (d)(vi) of this Section 3.3.1(b), Section 3.3.2(a), or Section 3.3.35. Upon the effective date of a termination for Disability, the Company shall pay to the Executive as severance pay and liquidated damages a lump sum amount equal to the product of the payment provided under subsection (a) Average Monthly Compensation multiplied by (b) Twenty-Four (24), which amount shall be in lieu of any other severance benefits that the Executive might otherwise have been entitled to under any other plan, practice, arrangement or agreement of the Companythis Section 5. In addition, for a period the event of twenty-four months following the effective date of the termination (the “Severance Period”)disability, the Company may continue to provide to Executive's rights under the Executive, to the extent practicable, the benefits described in Section 4.3; provided, however, that in lieu benefit plans of providing health benefits, the Company shall pay the Executive an amount equal to the difference between (x) the cost of COBRA health continuation coverage that would be charged by the Company to a former employee and eligible dependents for the greater of the Severance Period or the period during which the Executive and his eligible dependents are entitled to COBRA health continuation coverage from the Company and (y) the amount for which the Executive would have been responsible to pay determined under the health benefit plans in effect for the Executive immediately prior to his termination. To the extent the Company determines that the continuation provisions of any other benefits by the Company is not practicablethose plans. (d) For purposes of this Agreement, the Company following definitions shall pay the Executive an amount equal to what would have been the Company’s cost of providing the coverage for such benefits during the Severance Period to the Executive and his eligible dependents as if the coverage had continued. Notwithstanding the above provisions of this Section 3.4, the Company may elect to retain the Executive on the payroll of the Company or an Affiliate (with existing benefits continuing through standard payroll deduction) for all or any part of the Severance Period in lieu of the payment of a lump sum; provided that such election by the Company shall not reduce the total amount due to Executive by the Company pursuant to this Section 3.4. 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 Executive has the right to receive from the Company (the “Total Payments”) would constitute a “parachute payment,” as defined in Section 28OG(b)(2) of the Internal Revenue Code, as amended (the “Code”), the Executive shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Executive (after taking into account all federal, state and local income taxes payable by the Executive and the amount of any excise taxes payable by the Executive pursuant to Section 4999 of the Code (the “Excise Taxes”)) if the Executive were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Executive (after taking into account all federal, state and local income taxes and Excise Taxes payable by the Executive) if the Executive were to receive the maximum amount of the Total Payments that the Executive could receive without being subject to the Excise Tax (the “Reduced Payments”), in which case the Executive shall be entitled only to the Reduced Payments. If the Executive is to receive the Reduced Payments, the Executive shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced.apply:

Termination Payments. In If you timely sign this Agreement, allow it to become effective and irrevocable, and comply with your obligations under it, then the event Executive’s employment is terminated under Company will provide: (a) If you timely sign this Agreement prior following the Separation Date, allow it to become effective and irrevocable, and comply with your obligations under it and your continuing obligations to the expiration of Company (collectively, the Term pursuant to Section 3.3.1(b“Preconditions”), Section 3.3.2(athen, if you timely elect continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or as described in Section 3.3.34 below, the Company shall pay the entire COBRA premiums necessary to continue your health insurance coverage in effect for yourself and your eligible dependents on the Executive as severance pay and liquidated damages a lump sum amount equal to Separation Date until the product earliest of (i) the close of the 12-month period following the termination of the Contractor Period, (aii) Average Monthly Compensation multiplied by the expiration of your eligibility for the continuation coverage under COBRA, and (iii) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment. If you become eligible for coverage under another employer’s group health plan or otherwise cease to be eligible for COBRA during the period provided in this clause, you must immediately notify the Company of such event, and all payments and obligations under this clause shall cease. (b) Twenty-Four (24)Further, which amount shall be in lieu of any other severance benefits that if, within 60 days following the Executive might otherwise have been entitled to under any other plan, practice, arrangement or agreement termination of the Contractor Period you re-execute this Agreement and allow it to become effective and irrevocable as a result of such re-execution, and, so long as you provided the requested services during the Contractor Period in good faith (as reasonably determined by the Company. In addition) and the Contractor Period either terminated naturally at the end of six months or was terminated earlier by you, for a then (x) the Company shall pay you $550,000, less all applicable withholdings and deductions, during the 12-month period of twenty-four commencing 6 months following the effective date of Separation Date in substantially equal installments in accordance with the termination (the “Severance Period”), the Company may continue to provide to the Executive, to the extent practicable, the benefits described in Section 4.3Company’s standard payroll schedule; provided, however, that in lieu of providing health benefitsamounts shall accrue until this re-executed Agreement becomes effective and irrevocable, with accrued amounts paid on the Company shall pay the Executive an amount equal to the difference between (x) the cost of COBRA health continuation coverage that would be charged by the Company to a former employee first regularly scheduled payroll date after this re-executed Agreement becomes effective and eligible dependents for the greater of the Severance Period or the period during which the Executive and his eligible dependents are entitled to COBRA health continuation coverage from the Company irrevocable, and (y) the amount solely for which the Executive would have been responsible purposes of Company stock option vesting and expiration, but subject to pay under the health benefit plans in effect for the Executive immediately prior you continuing to his termination. To the extent the Company determines that the continuation of any other benefits by the Company is not practicable, the Company shall pay the Executive an amount equal comply with your obligations to what would have been the Company’s cost , you shall be deemed to remain a continuous service provider through, and terminating on, June 13, 2025. For purposes of providing the coverage for such benefits during the Severance Period to the Executive and his eligible dependents as if the coverage had continued. Notwithstanding the above provisions of this Section 3.4, the Company may elect to retain the Executive on the payroll of the Company or an Affiliate (with existing benefits continuing through standard payroll deduction) for all or any part of the Severance Period in lieu of the payment of a lump sum; provided that such election by the Company shall not reduce the total amount due to Executive by the Company pursuant to this Section 3.4. 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 Executive has the right to receive from the Company (the “Total Payments”) would constitute a “parachute payment,” as defined in Section 28OG(b)(2) 409A of the Internal Revenue CodeCode of 1986, as amended (the “Code”)amended, each installment payment is intended to be a separate payment, the Executive shall receive collective payments are intended to be exempt from, or comply with, the Total Payments unless the (a) after-tax amount that would be retained by the Executive (after taking into account all federal, state and local income taxes payable by the Executive and the amount requirements of any excise taxes payable by the Executive pursuant to Section 4999 409A of the Internal Revenue Code (the “Excise Taxes”)) if the Executive were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Executive (after taking into account all federalof 1986, state as amended, and local income taxes and Excise Taxes payable by the Executive) if the Executive were to receive the maximum amount of the Total Payments that the Executive could receive without being subject to the Excise Tax (the “Reduced Payments”), in which case the Executive this Agreement shall be entitled only to the Reduced Payments. If the Executive is to receive the Reduced Payments, the Executive shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reducedinterpreted consistent with that intent.

Termination Payments. In the event Upon termination of Executive’s employment is terminated under this Agreement prior to the expiration of the Term pursuant to Section 3.3.1(b)'s employment, Section 3.3.2(a), or Section 3.3.3, the Company shall pay to Executive, within three business days after the Executive as severance pay and liquidated damages end of the 30-day notice period provided in Section 4 above, a lump sum amount payment in cash equal to the product of the subsection (a) Average Monthly Compensation multiplied by of this Section 6, and shall for the period or at the time specified provide the other benefits described in subsection (b) Twenty-Four of this Section 6 if: (24i) Executive's employment is terminated by Company, other than for Cause, within three years after any "Change in Control" of Company as defined in subsection (d) of this Section 6, or at the request of or pursuant to an agreement with a third party who has taken steps reasonably calculated to effect a Change in Control, or otherwise in connection with or in anticipation of a Change in Control (a) Eighteen (18) months of Executive's current Base Salary. (b) In addition to the amount payable to Executive under subsection (a) of this Section 6, upon termination of Executive for any reason the health care (including medical and dental) and life insurance benefits coverage benefits provided to Executive at his date of termination shall be continued at the same level and in the same manner as if his employment had not terminated (subject to the customary changes in such coverages if Executive reaches age 65 or similar events), which amount shall be in lieu of any other severance benefits that the Executive might otherwise have been entitled to under any other plan, practice, arrangement or agreement of the Company. In addition, for a period of twenty-four months following the effective date of the termination (the “Severance Period”), the Company may continue to provide to the Executive, to the extent practicable, together with the benefits described in subsections (d) and (f) of Section 4.3; provided, however, that in lieu 3 beginning on the date of providing health benefits, such termination and ending on the Company shall pay the Executive an amount equal to the difference between later of: (xa) the cost of COBRA health continuation coverage that would be charged by the Company to a former employee and eligible dependents for the greater end of the Severance Period or the period during which the Executive and his eligible dependents are entitled to COBRA health continuation coverage from the Company and (y) the amount for which the Executive would have been responsible to pay under the health benefit plans in effect for the Executive immediately prior to his termination. To the extent the Company determines that the continuation of any other benefits by the Company is not practicable, the Company shall pay the Executive an amount equal to what would have been the Company’s cost of providing the coverage for such benefits during the Severance Period to the Executive and his eligible dependents as if the coverage had continued. Notwithstanding the above provisions of this Section 3.4, the Company may elect to retain the Executive on the payroll of the Company or an Affiliate (with existing benefits continuing through standard payroll deduction) for all or any part of the Severance Period in lieu of the payment of a lump sum; provided that such election by the Company shall not reduce the total amount due to Executive by the Company pursuant to this Section 3.4. Notwithstanding any other provision term 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 Executive has the right to receive from the Company (the “Total Payments”) would constitute a “parachute payment,” as defined in Section 28OG(b)(2) of the Internal Revenue Code, as amended (the “Code”), the Executive shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Executive (after taking into account all federal, state and local income taxes payable by the Executive and the amount of any excise taxes payable by the Executive pursuant to Section 4999 of the Code (the “Excise Taxes”)) if the Executive were to receive the Total Payments has a lesser aggregate value than or (b) the after-tax amount that would be retained by date eighteen (18) months following the Executive (after taking into account all federal, state and local income taxes and Excise Taxes payable by date of the Executive) if 's termination, followed by COBRA election rights. Any additional coverages Executive had at termination, including dependent coverage, will also be continued for such period on the same terms. Any costs Executive were was paying for such coverages at the time of termination shall continue to receive the maximum amount of the Total Payments that the Executive could receive without being subject to the Excise Tax (the “Reduced Payments”), in which case the Executive shall be entitled only to the Reduced Paymentspaid by Executive. If the Executive is terms of any benefit plan referred to receive in this section do not permit continued participation by Executive, then Company will arrange for other coverage providing substantially similar benefits at the Reduced Paymentssame contribution level of Executive. (c) For purposes of this Agreement, the Executive following definitions shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced.apply:

Termination Payments. In the event of a termination of Executive’s 's employment with the Corporation and subject to the provisions of Section 6 of this Agreement, the Corporation shall pay to Executive and provide him with the following: (a) If Executive's termination occurs due to death or Disability, Executive (or his estate or beneficiaries, if applicable) shall be entitled to any unpaid salary for days worked prior to his date of termination and payment for unused vacation days (determined in accordance with the policies of the Corporation as in effect at that time for Corporate officers) earned prior to the date of termination, and to all other benefits available to Executive or his estate and beneficiaries under the Corporation's Benefit Plans as in effect on the date of such termination of employment. (b) If Executive's employment is terminated under this Agreement by the Corporation without Cause or if Executive resigns for Good Reason, Executive shall be entitled to the following: (i) The Corporation shall pay to Executive the lump sum present value of the salary, at the rate required by Section 3(a) as in effect immediately prior to the expiration date of the Term pursuant such termination of employment, to Section 3.3.1(b), Section 3.3.2(a), or Section 3.3.3, the Company shall pay to the Executive as severance pay and liquidated damages a lump sum amount equal to the product of the (a) Average Monthly Compensation multiplied by (b) Twenty-Four (24), which amount shall be in lieu of any other severance benefits that the Executive might otherwise he would have been entitled to under any other plan, practice, arrangement or agreement had he remained in the employ of the CompanyCorporation for the remainder of the Employment Period. The Corporation shall also pay to Executive the average amount of any incentive compensation and bonuses earned by Executive in the three years preceding Executive's termination of employment with the Corporation, and the benefit provided to Executive under Section 4. Further, Executive shall become fully vested in any stock options in which Executive had not yet become vested. (ii) During the remainder of the Employment Period, Executive shall continue to be treated as an employee under the provisions of the Corporation's plans referred to in Section 3(b). In addition, Executive shall continue to be entitled to all benefits and service credits for a period of twenty-four months following the effective date benefits, programs and arrangements of the termination Corporation described in Sections 3(d) and (f) as if he were still employed during such period under this Agreement. (iii) If, despite the “Severance Period”)provisions of subparagraph (ii) above, benefits or service credits or the right to accrue further benefits or service credits under any plan referred to in Section 3(b) or (d) shall not be payable or provided under such EMPLOYMENT AGREEMENT plan to Executive, or his dependents, beneficiaries and estate because he is no longer an employee of the Corporation, the Company may continue to provide to the ExecutiveCorporation itself shall, to the extent practicablenecessary, the pay or provide for payment of such benefits described in Section 4.3; provided, however, that in lieu of providing health benefits, the Company shall pay the Executive an amount equal to the difference between (x) the cost of COBRA health continuation coverage that would be charged by the Company to a former employee and eligible dependents for the greater of the Severance Period or the period during which the Executive and his eligible dependents are entitled to COBRA health continuation coverage from the Company and (y) the amount for which the Executive would have been responsible to pay under the health benefit plans in effect for the Executive immediately prior to his termination. To the extent the Company determines that the continuation of any other benefits by the Company is not practicable, the Company shall pay the Executive an amount equal to what would have been the Company’s cost of providing the coverage service credits for such benefits during the Severance Period to the Executive Executive, his dependents, beneficiaries and his eligible dependents as if the coverage had continuedestate. Notwithstanding the above provisions The amount of this Section 3.4, the Company may elect to retain the Executive on the payroll of the Company or an Affiliate (with existing benefits continuing through standard payroll deduction) for all or any part of the Severance Period in lieu of the payment of a lump sum; provided that such election by the Company shall not reduce the total amount due to Executive by the Company pursuant to this Section 3.4. Notwithstanding any other provision of this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and Section 7(b) shall be determined by the other payments and benefits which the Executive has the right to receive from the Company Accounting Firm (the “Total Payments”) would constitute a “parachute payment,” as defined in Section 28OG(b)(212) of the Internal Revenue Code, as amended (the “Code”), the Executive shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Executive (after taking into account all federal, state and local income taxes payable by the Executive and the amount of any excise taxes payable by the Executive pursuant to Section 4999 of the Code (the “Excise Taxes”)) if the Executive were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Executive (after taking into account all federal, state and local income taxes and Excise Taxes payable by the Executive) if the Executive were to receive the maximum amount of the Total Payments that the Executive could receive without being subject to the Excise Tax (the “Reduced Payments”), in which case the Executive such payments shall be entitled only to made within 30 days after Executive's termination of employment with the Reduced Payments. If the Executive is to receive the Reduced Payments, the Executive shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reducedCorporation.

Termination Payments. In If the event Executive’s 's employment is terminated under with the Company terminates the Company's, its subsidiaries' and its affiliates' sole obligation hereunder, except as otherwise provided in this Agreement Section 6, shall be to pay the Executive (a) any accrued and unpaid Base Salary as of the Termination Date and (b) 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 to Section 3.3.1(b), Section 3.3.2(a), or Section 3.3.3, the Company shall pay Termination Date but not previously paid to the Executive as severance pay and liquidated damages a lump sum amount equal to (the product of the (a) Average Monthly Compensation multiplied by (b) Twenty-Four (24"Accrued Compensation"), which amount shall be in lieu of any other severance benefits that the Executive might otherwise have been entitled to under any other plan, practice, arrangement or agreement of the Company. In addition, if the Executive's employment with the Company terminates pursuant to either Section 5.3, Section 5.4 or Section 5.5 hereof, the Company's, its subsidiaries' and its affiliates' sole obligation hereunder shall be to (a) pay the Accrued Compensation, (b) continue to pay the Executive the Base Salary (at the rate in effect at the time of termination of employment) for a the appropriate termination period as detailed in 5.3 and 5.4 above, commencing with the first of twenty-four months the month following the effective month in which termination takes place, (c) pay the Executive the appropriate percentage, determined by the termination period detailed in 5.3 and 5.4 above, of the average Management Incentive Plan compensation (or successor thereto) paid or payable to him for the three completed fiscal years immediately prior to the date of the such termination (including the “Severance Period”year of termination if the Termination Date occurs on the last day of a fiscal year) (the "MIP Severance"), the Company may (d) continue to provide to the Executive, to the extent practicable, Executive with the benefits described in Section 4.3; provided3 of this Agreement for a period of six months after the date of such termination and (e) pay up to AU$25,000 for outplacement assistance on behalf of the Executive in the form of professional consultation and administrative assistance during the twelve months after the date of such termination, howeverin the latter case, subject to the Company's approval which may not be unreasonably withheld. All monies due under (b), (c) and (d) above will be reduced by an amount equivalent to any and all compensation, in whatever form received or promised, that in lieu is paid to the executive for services or advice of providing health benefits, any kind provided to another organization or individual during the twelve month period following termination. The executive recognizes and agrees to promptly and accurately report all such compensation to the company. The Company shall pay the Executive an amount equal to the difference between (x) the cost of COBRA health continuation coverage that would be charged by the Company to a former employee and eligible dependents for the greater of the Severance Period or the period during which the Executive and his eligible dependents are entitled to COBRA health continuation coverage from the Company and (y) the amount for which the Executive would have been responsible to pay under the health benefit plans in effect for the Executive immediately prior to his termination. To the extent the Company determines that the continuation of any other benefits by the Company is not practicable, the Company shall pay the Executive an amount equal to what would have been the Company’s cost of providing the coverage for such benefits during the Severance Period no obligation to the Executive and his eligible dependents as if for any payments or benefits other than the coverage had continued. Notwithstanding the above provisions of this Section 3.4, the Company may elect to retain the Executive on the payroll of the Company or an Affiliate (with existing benefits continuing through standard payroll deduction) for all or any part of the Severance Period in lieu of the payment of a lump sum; provided that such election by the Company shall not reduce the total amount due to Executive by the Company pursuant to this Section 3.4. 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 Executive has the right to receive from the Company (the “Total Payments”) would constitute a “parachute payment,” as defined in Section 28OG(b)(2) of the Internal Revenue Code, as amended (the “Code”), the Executive shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Executive (after taking into account all federal, state and local income taxes payable by the Executive and the amount of any excise taxes payable by the Executive pursuant to Section 4999 of the Code (the “Excise Taxes”)) Accrued Compensation if the Executive were to receive terminates his employment with the Total Payments has a lesser aggregate value Company other than (b) the after-tax amount that would be retained by the Executive (after taking into account all federal, state and local income taxes and Excise Taxes payable by the Executive) if the Executive were to receive the maximum amount of the Total Payments that the Executive could receive without being subject to the Excise Tax (the “Reduced Payments”), in which case the Executive shall be entitled only to the Reduced Payments. If the Executive is to receive the Reduced Payments, the Executive shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reducedfor Good Reason.

Termination Payments. In the event of a termination of Executive’s 's employment with the Corporation and subject to the provisions of Section 8 of this Agreement, the Corporation shall pay to Executive and provide him with the following: (a) If Executive's termination occurs due to death or Disability, Executive (or his estate or beneficiaries, if applicable) shall be entitled to any unpaid salary for days worked prior to his date of termination and payment for unused vacation days (determined in accordance with the policies of the Corporation as in effect at that time for Corporate officers) earned prior to the date of termination, and to all other benefits available to Executive or his estate and beneficiaries under the Corporation's Benefit Plans as in effect on the date of such termination of employment. (b) If Executive's employment is terminated under this Agreement by the Corporation without Cause or if Executive resigns for Good Reason, Executive shall be entitled to the following: (i) The Corporation shall pay to Executive the lump sum present value of the salary, at the rate required by Section 3(a) as in effect immediately prior to the expiration date of the Term pursuant such termination of employment, to Section 3.3.1(b), Section 3.3.2(a), or Section 3.3.3, the Company shall pay to the Executive as severance pay and liquidated damages a lump sum amount equal to the product of the (a) Average Monthly Compensation multiplied by (b) Twenty-Four (24), which amount shall be in lieu of any other severance benefits that the Executive might otherwise he would have been entitled to under any other plan, practice, arrangement or agreement had he remained in the employ of the CompanyCorporation for the remainder of the Employment Period. The Corporation shall also pay to Executive the average amount of any incentive compensation and bonuses earned by Executive in the three years preceding Executive's termination of employment with the Corporation. (ii) During the remainder of the Employment Period, Executive shall continue to be treated as an employee under the provisions of the Corporation's plans referred to in Section 3(b). In addition, Executive shall continue to be entitled to all benefits and service credits for a period of twenty-four months following the effective date benefits, programs and arrangements of the termination Corporation described in Section 3(c) and (e) as if he were still employed during such period under this Agreement. (iii) If, despite the “Severance Period”)provisions of subparagraph (ii) above, benefits or service credits or the right to accrue further benefits or service credits under any plan referred to in Section 3(b) or (c) shall not be payable or provided under such plan to Executive, or his dependents, beneficiaries and estate because he is no longer an employee of the Corporation, the Company may continue to provide to the ExecutiveCorporation itself shall, to the extent practicablenecessary, the pay or provide for payment of such benefits described in Section 4.3; provided, however, that in lieu of providing health benefits, the Company shall pay the Executive an amount equal to the difference between (x) the cost of COBRA health continuation coverage that would be charged by the Company to a former employee and eligible dependents for the greater of the Severance Period or the period during which the Executive and his eligible dependents are entitled to COBRA health continuation coverage from the Company and (y) the amount for which the Executive would have been responsible to pay under the health benefit plans in effect for the Executive immediately prior to his termination. To the extent the Company determines that the continuation of any other benefits by the Company is not practicable, the Company shall pay the Executive an amount equal to what would have been the Company’s cost of providing the coverage service credits for such benefits during to Executive, his dependents, beneficiaries and estate. (iv) For the Severance Period to the Executive and his eligible dependents as if the coverage had continued. Notwithstanding the above provisions purposes of this Section 3.4, 5 (b) the Company may elect "Employment Period" shall be deemed to retain be the Executive 12-month period beginning on the payroll date of the Company or an Affiliate (with existing benefits continuing through standard payroll deduction) for all or any part such termination of the Severance Period in lieu employment. The amount of the payment of a lump sum; provided that such election by the Company shall not reduce the total amount due to Executive by the Company pursuant to this Section 3.4. Notwithstanding any other provision of this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and Section 5(b) shall be determined by the other payments and benefits which the Executive has the right to receive from the Company Accounting Firm (the “Total Payments”) would constitute a “parachute payment,” as defined in Section 28OG(b)(210) of the Internal Revenue Code, as amended (the “Code”), the Executive shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Executive (after taking into account all federal, state and local income taxes payable by the Executive and the amount of any excise taxes payable by the Executive pursuant to Section 4999 of the Code (the “Excise Taxes”)) if the Executive were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Executive (after taking into account all federal, state and local income taxes and Excise Taxes payable by the Executive) if the Executive were to receive the maximum amount of the Total Payments that the Executive could receive without being subject to the Excise Tax (the “Reduced Payments”), in which case the Executive such payments shall be entitled only to made within 30 days after Executive's termination of employment with the Reduced Payments. If the Executive is to receive the Reduced Payments, the Executive shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reducedCorporation.

Termination Payments. In consideration of the event termination of the Employment Agreement, the covenant against competition in accordance with Section 11 of the Employment Agreement (as modified by Section 1 above), the termination of the Executive’s employment is terminated under this Agreement current and future rights to receive compensation and other payments to or on behalf of the Executive in whatever capacity (including directors’ fees), the Company hereby agrees to pay to or on behalf of the Executive the following: (a) Twenty-three Monthly payments of $17,830.50, minus applicable payroll withholdings, commencing in June, 2008 and continuing monthly until May, 2010; the period over which said 23 installments are to be paid being herein sometimes referred to as the “Payment Period.” The monthly installments will be due and payable on the 20th of each month throughout the Payment Period. The June, 2008 installment payment shall have deducted from it all payments of salary and other compensation paid by the Company to or on behalf of the Executive in June 2008 prior to the Termination Date, but no such installment shall be paid until the expiration of the Term pursuant to Section 3.3.1(b), Section 3.3.2(a), or Section 3.3.3, the Company shall pay to waiting and revocation periods contained in the Executive Release (as severance pay and liquidated damages a lump sum amount equal to the product of the (a) Average Monthly Compensation multiplied by hereinafter defined). (b) Twenty-Four The Company shall provide at its expense and for the Payment Period (24), which amount shall be in lieu including the payment of any other severance benefits that the Executive’s COBRA premium expense when elected by the Executive might otherwise have been entitled to under any other plan, practice, arrangement or agreement for the period commencing with the 7th month of the Company. In addition, Payment Period) continued coverage for a period of twenty-four months following the effective date of the termination (the “Severance Period”), the Company may continue to provide to the Executive, to the extent practicable, the benefits described in Section 4.3; provided, however, that in lieu of providing health benefits, the Company shall pay the Executive an amount equal to the difference between (x) the cost of COBRA health continuation coverage that would be charged by the Company to a former employee and eligible dependents for the greater of the Severance Period or the period during which the Executive and his eligible dependents are entitled to COBRA health continuation coverage from the Company and (y) the amount for which the Executive would have been responsible to pay family under the health benefit plans in effect for the Executive immediately prior to his termination. To the extent the Company determines that the continuation of any other benefits by the Company is not practicable, the Company shall pay the Executive an amount equal to what would have been the Company’s cost health, dental and vision plans, or the same may be modified or supplemented (the“Benefit Plans”). (c) As of providing the coverage for Termination Date, the Executive’s participation in the Company’s lite insurance, short term disability, long term disability and supplemental disability programs shall terminate, but to the extent any such benefits during the Severance Period and programs can be transferred to the Executive and his eligible dependents as if the coverage had continued. Notwithstanding the above provisions of this Section 3.4, the Company may elect to retain the Executive on the payroll of the Company or an Affiliate (with existing benefits continuing through standard payroll deduction) assumed and paid for all or any part of the Severance Period in lieu of the payment of a lump sum; provided that such election by the Company shall not reduce the total amount due to Executive by the Company pursuant to this Section 3.4. 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 Executive has the right to receive from the Company (the “Total Payments”) would constitute a “parachute payment,” as defined in Section 28OG(b)(2) of the Internal Revenue Code, as amended (the “Code”), the Executive shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Executive (after taking into account all federal, state and local income taxes payable by the Executive and the amount of any excise taxes payable by the Executive pursuant to Section 4999 of the Code (the “Excise Taxes”)) if the Executive were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Executive (after taking into account all federal, state and local income taxes and Excise Taxes payable by the Executive) if , the Company, at no expense to the Company, shall assist the Executive were to receive the maximum amount of the Total Payments in such transfer. (d) The Company agrees that the Executive could receive without being subject to the Excise Tax (the “Reduced Payments”), in which case the Executive shall be entitled only able to retain the Company’s contributions made to his 401(k) account prior to the Reduced Payments. If the Executive is to receive the Reduced Payments, the Executive shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reducedTermination Date.

Termination Payments. In the event of termination of Executive’s 's employment is terminated under this Agreement prior to the expiration of the Term pursuant to Section 3.3.1(b7 hereof, compensation shall continue to be paid to Executive as follows: (a) In the event of termination pursuant to subsection 7(a) or 7(d), Section 3.3.2(a)compensation provided for herein (including Base Compensation) shall continue to be paid, or Section 3.3.3, the Company and Executive shall pay continue to participate in the Executive benefit, retirement, and compensation plans and other perquisites as severance pay provided in Sections 5 and liquidated damages 6 hereof, through the date of termination specified in the notice of termination in a lump sum manner consistent with the applicable terms of the governing plan documents. Any benefits payable under insurance, health, retirement and bonus plans as a result of Executive's participation in such plans through such date shall be paid when due under those plans. The date of termination specified in any notice of termination pursuant to subsection 7(a) shall be no later than the last business day of the month in which such notice is provided to Executive. (b) In the event of termination pursuant to subsection 7(b) or 7(c): (i) Compensation provided for herein (including Base Compensation) shall continue to be paid and Executive shall continue to participate in the Executive benefit, retirement and compensation plans and other perquisites as provided in Sections 5 and 6 hereof, through the date of termination specified in the notice of termination in a manner consistent with the applicable terms of the governing plan documents. Any benefits payable under insurance, health, retirement and bonus plans as a result of Executive's participation in such plans through such date shall be paid when due under those plans. (ii) If the termination occurs during the two-year period following a Change of Control, Executive shall be paid an amount equal to the product of 2.99 times Executive's "base amount" as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (athe "Code") Average Monthly Compensation multiplied and any proposed or final regulations thereunder, less the value of any benefits provided or rights accelerated by (b) Twenty-Four (24)the Change of Control, which amount as determined pursuant to Code Section 280G and any proposed or final regulations thereunder. Said sum shall be paid in one lump sum within 30 days after such termination as if Executive's employment had not been terminated, and such payments shall be in lieu of any other severance benefits that the future payments which Executive might would be otherwise have been entitled to receive under any other plan, practice, arrangement or agreement of the Company. In addition, for a period of twenty-four months following the effective date of the termination (the “Severance Period”), the Company may continue to provide to the Executive, to the extent practicable, the benefits described in Section 4.3; provided, however, that in lieu of providing health benefits, the Company shall pay the Executive an amount equal to the difference between (x) the cost of COBRA health continuation coverage that would be charged by the Company to a former employee and eligible dependents for the greater of the Severance Period or the period during which the Executive and his eligible dependents are entitled to COBRA health continuation coverage from the Company and (y) the amount for which the Executive would have been responsible to pay under the health benefit plans in effect for the Executive immediately prior to his termination. To the extent the Company determines that the continuation of any other benefits by the Company is not practicable, the Company shall pay the Executive an amount equal to what would have been the Company’s cost of providing the coverage for such benefits during the Severance Period to the Executive and his eligible dependents as if the coverage had continuedthis Agreement. Notwithstanding the above provisions of this Section 3.4foregoing, the Company may elect all sums payable hereunder shall be reduced in such manner and to retain the Executive on the payroll of the Company such extent so that no such payments made hereunder when aggregated with all other payments or an Affiliate (with existing benefits continuing through standard payroll deduction) for all to be made to or any part of the Severance Period in lieu of the payment of a lump sum; provided that such election by the Company shall not reduce the total amount due to Executive by the Company pursuant to this Section 3.4. 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 Executive has the right to receive from the Company (the “Total Payments”) would constitute a “Parent or Bank shall be deemed an "excess parachute payment,” as defined " in accordance with Code Section 28OG(b)(2) of the Internal Revenue Code, as amended (the “Code”), the Executive shall receive the Total Payments unless the (a) after-tax amount that would 280G and be retained by the Executive (after taking into account all federal, state and local income taxes payable by the Executive and the amount of any excise taxes payable by the Executive pursuant to Section 4999 of the Code (the “Excise Taxes”)) if the Executive were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Executive (after taking into account all federal, state and local income taxes and Excise Taxes payable by the Executive) if the Executive were to receive the maximum amount of the Total Payments that the Executive could receive without being subject to the Excise Tax excise tax provided at Code Section 4999(a). (the “Reduced Payments”), in which case the Executive shall be entitled only to the Reduced Payments. iii) If the Executive is to receive termination does not occur during the Reduced Paymentstwo-year period following a Change of Control, the Executive shall be entitled to determine which continue to receive from Parent and Bank his Base Compensation at the rates in effect at the time of termination for the period of time equal to the remaining Term of the Total PaymentsAgreement. Payment of such amount shall be made in semi-monthly installments in the same sequence of semi-monthly payments as followed by the Parent for the payment of salary, beginning on the first salary payment date following the date of termination and continuing until paid in full. (iv) In lieu of the COBRA coverage otherwise available to the Executive during the period of time equal to the remaining Term of the Agreement, Parent or Bank will maintain in full force and effect for the continued benefit of Executive, and if applicable for his spouse and dependent children, each Executive welfare benefit plan (as such term is defined in Section 3(1) of the relative portions Employee Retirement Income Security Act of each1974, are as amended) in which Executive was entitled to participate immediately prior to the date of his termination, unless an essentially equivalent and no less favorable benefit is provided by a subsequent employer of Executive. If the terms of any Executive welfare benefit plan of Parent do not permit continued participation by Executive, Parent will arrange to provide to Executive a benefit substantially similar to, and no less favorable than, the benefit he was entitled to receive under such plan at the end of the period of coverage. (c) In the event of termination pursuant to subsection 7(e), compensation provided for herein (including Base Compensation) shall continue to be reducedpaid, or at Executive's or his personal representative's election, shall be paid to him in a single sum payment as soon as practicable following the date of his termination, but without regard to the timing of payment of his Base Compensation, and Executive shall continue to participate in the Executive benefit, retirement, and compensation plans and other perquisites as provided in Sections 5 and 6 hereof in a manner consistent with the applicable terms of the governing plan documents, (i) in the event of Executive's death, through the date of death, or (ii) in the event of Executive's disability, through the date of proper notice of disability as required by subsection 7(e). Any benefits payable under insurance, health, retirement and bonus plans as a result of Parent's participation in such plans through such date shall be paid when due under those plans. (d) Parent will permit Executive or his personal representative(s) or heirs, during a period of three months following Executive's termination of employment (as specified in the notice of termination) by Parent for the reasons set forth in subsections 7(b) or (c), if such termination follows a Change of Control, to require Parent, upon written request, to purchase all outstanding stock options previously granted to Executive under any Parent stock option plan then in effect whether or not such options are then exercisable or have terminated at a cash purchase price equal to the amount by which the aggregate "fair market value" of the shares subject to such options on the date of termination specified in the notice of termination exceeds the aggregate option price for such shares. For purposes of this Section 8(d), "fair market value" shall mean the closing price on the trading day before the Change of Control for the shares of common stock of Parent as reported by the National Association of Securities Dealer Automated Quotation System ("NASDAQ") or any other established securities market that readily trades securities. If the common stock of Parent is not quoted on NASDAQ or any other established securities market that readily trades securities, the fair market value shall be determined by the Compensation Committee of the Board based upon quotations of the entities which make a market in Parent's stock. In the event no entities make a market in Parent's stock, "fair market value" shall mean the amount agreed upon by the Executive and Parent. If the Executive and Parent are unable to reach an agreement regarding the fair market value of the stock within ten days of the date of termination specified in the notice of termination, then the Executive and Parent shall each select an appraisal firm and the two firms shall determine the fair market value of the Executive's stock. If the two appraisal firms cannot agree upon the value within 30 days of their appointment, they shall appoint a third appraiser, the decision of a majority of the three appraisers shall be final and binding on the Executive and Parent.

Termination Payments. In Upon termination of Executive’s employment, Company shall pay to Executive, within three business days after the event end of the 30-day notice period provided in Section 4 above, a payment in cash equal to subsection (a) of this Section 6, and shall for the period or at the time specified provide the other benefits described in subsection (b) of this Section 6 if: (i) Executive’s employment is terminated under by Company, other than for Cause, within three years after any “Change in Control” of Company as defined in subsection (d) of this Agreement prior to Section 6, or at the expiration request of the Term or pursuant to Section 3.3.1(b), Section 3.3.2(a)an agreement with a third party who has taken steps reasonably calculated to effect a Change in Control, or Section 3.3.3, the Company shall pay to the Executive as severance pay and liquidated damages otherwise in connection with or in anticipation of a lump sum amount equal to the product of the Change in Control (a) Average Monthly Compensation multiplied by Eighteen (18) months of Executive’s current Base Salary. (b) Twenty-Four In addition to the amount payable to Executive under subsection (24a) of this Section 6, upon termination of Executive for any reason the health care (including medical and dental) and life insurance benefits coverage benefits provided to Executive at his date of termination shall be continued at the same level and in the same manner as if his employment had not terminated (subject to the customary changes in such coverages if Executive reaches age 65 or similar events), which amount shall be in lieu of any other severance benefits that the Executive might otherwise have been entitled to under any other plan, practice, arrangement or agreement of the Company. In addition, for a period of twenty-four months following the effective date of the termination (the “Severance Period”), the Company may continue to provide to the Executive, to the extent practicable, together with the benefits described in subsections (d) and (f) of Section 4.3; provided, however, that in lieu 3 beginning on the date of providing health benefits, such termination and ending on the Company shall pay the Executive an amount equal to the difference between later of: (xa) the cost of COBRA health continuation coverage that would be charged by the Company to a former employee and eligible dependents for the greater end of the Severance Period or the period during which the Executive and his eligible dependents are entitled to COBRA health continuation coverage from the Company and (y) the amount for which the Executive would have been responsible to pay under the health benefit plans in effect for the Executive immediately prior to his termination. To the extent the Company determines that the continuation of any other benefits by the Company is not practicable, the Company shall pay the Executive an amount equal to what would have been the Company’s cost of providing the coverage for such benefits during the Severance Period to the Executive and his eligible dependents as if the coverage had continued. Notwithstanding the above provisions of this Section 3.4, the Company may elect to retain the Executive on the payroll of the Company or an Affiliate (with existing benefits continuing through standard payroll deduction) for all or any part of the Severance Period in lieu of the payment of a lump sum; provided that such election by the Company shall not reduce the total amount due to Executive by the Company pursuant to this Section 3.4. Notwithstanding any other provision term 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 Executive has the right to receive from the Company (the “Total Payments”) would constitute a “parachute payment,” as defined in Section 28OG(b)(2) of the Internal Revenue Code, as amended (the “Code”), the Executive shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Executive (after taking into account all federal, state and local income taxes payable by the Executive and the amount of any excise taxes payable by the Executive pursuant to Section 4999 of the Code (the “Excise Taxes”)) if the Executive were to receive the Total Payments has a lesser aggregate value than or (b) the after-tax amount that would be retained by date eighteen (18) months following the Executive (after taking into account all federal, state and local income taxes and Excise Taxes payable by date of the Executive) if ’s termination, followed by COBRA election rights. Any additional coverages Executive had at termination, including dependen t coverage, will also be continued for such period on the same terms. Any costs Executive were was paying for such coverages at the time of termination shall continue to receive the maximum amount of the Total Payments that the Executive could receive without being subject to the Excise Tax (the “Reduced Payments”), in which case the Executive shall be entitled only to the Reduced Paymentspaid by Executive. If the Executive is terms of any benefit plan referred to receive in this section do not permit continued participation by Executive, then Company will arrange for other coverage providing substantially similar benefits at the Reduced Paymentssame contribution level of Executive. (c) For purposes of this Agreement, the Executive following definitions shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced.apply:

Termination Payments. In If the event Company terminates or Constructively Terminates the Executive’s 's employment is terminated under this Agreement prior to at any time during the expiration of the Term pursuant to Section 3.3.1(b), Section 3.3.2(a), Employment Period for any reason other than Cause or Section 3.3.3Total Disability, the Company shall promptly pay or cause to be paid to the Executive as severance pay and liquidated damages in a lump sum an amount equal to: a. Twice the Executive's annual salary before deductions and deferrals at the level thereof as of the day prior to the Triggering Event, plus the bonus that would have been payable to the Executive (for the year in which such termination or Constructive Termination occurs) under the GATX Management Incentive Plan (the "MIP")) as in effect on the day prior to the Triggering Event, equal in amount to the product of (i) the Executive's annual salary as in effect immediately prior to the Triggering Event and (ii) the Executive's Target Bonus (as that term is defined in the MIP); minus b. Any amounts paid to the Executive in accordance with the Company's severance pay policies. In addition to the amount set forth above, the Company shall: (1) Permit the Executive to continue the Executive's participation (or provide equivalent coverage) in the Company Unit's medical, dental, disability and life insurance programs provided under GATX's benefit plans as in effect on the day prior to the Triggering Event until the earlier to occur of (a) Average Monthly Compensation multiplied by (b) Twenty-Four (24), which amount shall be in lieu of any other severance benefits that the Executive might otherwise have been entitled to under any other plan, practice, arrangement or agreement second anniversary of the Company. In addition, for a period date as of twenty-four months following the effective date of the termination (the “Severance Period”), the Company may continue to provide to which the Executive, to the extent practicable, the benefits described in Section 4.3; provided, however, that in lieu of providing health benefits, the Company shall pay the Executive an amount equal to the difference between (x) the cost of COBRA health continuation coverage that would be charged by the Company to a former employee and eligible dependents for the greater of the Severance Period 's employment is terminated or the period during which the Executive and his eligible dependents are entitled to COBRA health continuation coverage from the Company and (y) the amount for which the Executive would have been responsible to pay under the health benefit plans in effect for the Executive immediately prior to his termination. To the extent the Company determines that the continuation of any other benefits by the Company is not practicable, the Company shall pay the Executive an amount equal to what would have been the Company’s cost of providing the coverage for such benefits during the Severance Period to the Executive and his eligible dependents as if the coverage had continued. Notwithstanding the above provisions of this Section 3.4, the Company may elect to retain the Executive on the payroll of the Company Constructively Terminated or an Affiliate (with existing benefits continuing through standard payroll deduction) for all or any part of the Severance Period in lieu of the payment of a lump sum; provided that such election by the Company shall not reduce the total amount due to Executive by the Company pursuant to this Section 3.4. 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 Executive has the right to receive from the Company (the “Total Payments”) would constitute a “parachute payment,” as defined in Section 28OG(b)(2) of the Internal Revenue Code, as amended (the “Code”), the Executive shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Executive (after taking into account all federal, state and local income taxes payable by the Executive and the amount of any excise taxes payable by the Executive pursuant to Section 4999 of the Code (the “Excise Taxes”)) if the Executive were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by date on which the Executive becomes eligible for coverage under any other employee benefit plans providing substantially equivalent benefits at substantially equivalent levels; (2) Reimburse the Executive (after taking into account all federal, state to a maximum of five thousand dollars ($5,000) per year) for financial and local income taxes estate planning and Excise Taxes payable by tax return preparation for the two (2) years immediately following the Executive's termination or Constructive Termination of employment in accordance with GATX's executive financial planning program in effect on the day prior to a Triggering Event; (3) if Reimburse the Executive were (to receive a maximum of thirty thousand dollars ($30,000)) for the maximum amount cost of the Total Payments that the Executive could receive without being subject outplacement services plus up to the Excise Tax one thousand dollars (the “Reduced Payments”), $1,000) of expenses incurred in which case the Executive shall be entitled only to the Reduced Payments. If the Executive is to receive the Reduced Payments, the Executive shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reducedseeking or obtaining new employment.

Termination Payments. In a. As soon as reasonably practicable following the event ExecutiveTermination Date, any unreimbursed business expenses will be reimbursed consistent with the terms of the Company’s policy. Following the Termination Date, you will be entitled to all vested amounts or benefits required to be paid or provided or which you are eligible to receive under the terms of the Company’s welfare and retirement plans, including, but not limited to, the Company’s 401(k) plan. b. Provided that you do not resign from your employment is terminated under this Agreement with the Company prior to the expiration of the Term pursuant to March 2, 2023 (except as contemplated by Section 3.3.1(b1(b)), and subject to your execution and non-revocation of a release of claims within 21 days following the Termination Date (the “Release”) and your compliance with the Release and this Letter Agreement (including covenants referenced in Section 3.3.2(a3), or you will be entitled to the benefits set forth in this Section 3.3.32(b). i. Your outstanding unvested restricted stock unit (“RSU”) awards and performance stock unit (“PSU”) awards will be treated in accordance with the Cheniere Energy, Inc. Retirement Policy, as amended. ii. On the first regularly scheduled payroll date after your signed Release becomes effective, the Company shall will pay to the Executive as severance pay and liquidated damages you a cash lump sum amount equal to the product $1,875,000, less applicable withholdings. iii. Subject to your timely election pursuant to COBRA (Section 4980B of the (aCode and Part 6 of Subtitle B of Title I of ERISA) Average Monthly Compensation multiplied by (b) Twenty-Four (24), which amount shall be in lieu of any other severance benefits that the Executive might otherwise have been entitled to under any other plan, practice, arrangement or agreement of the Company. In addition, for a period of twenty-four months following the effective date of the termination (the “Severance Period”)and remaining eligible therefor, the Company may will continue to provide to you and your eligible dependents, as applicable, health benefits, subsidized on the Executivesame basis as active employees, for 24 months following March 2023. The Company may modify the benefits continuation provided by this Section 2(b)(iii) to the extent practicable, reasonably necessary to avoid the benefits described in Section 4.3; provided, however, that in lieu of providing health benefits, the Company shall pay the Executive an amount equal to the difference between (x) the cost of COBRA health continuation coverage that would be charged by the Company to a former employee and eligible dependents for the greater of the Severance Period or the period during which the Executive and his eligible dependents are entitled to COBRA health continuation coverage from the Company and (y) the amount for which the Executive would have been responsible to pay under the health benefit plans in effect for the Executive immediately prior to his termination. To the extent the Company determines that the continuation of any other benefits by the Company is not practicable, the Company shall pay the Executive an amount equal to what would have been the Company’s cost of providing the coverage for such benefits during the Severance Period to the Executive and his eligible dependents as if the coverage had continued. Notwithstanding the above provisions of this Section 3.4, the Company may elect to retain the Executive on the payroll of the Company or an Affiliate (with existing benefits continuing through standard payroll deduction) for all or any part of the Severance Period in lieu of the payment of a lump sum; provided that such election by the Company shall not reduce the total amount due to Executive by the Company pursuant to this Section 3.4. 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 Executive has the right to receive from the Company (the “Total Payments”) would constitute a “parachute payment,” as defined in Section 28OG(b)(2) of the Internal Revenue Code, as amended (the “Code”), the Executive shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Executive (after taking into account all federal, state and local income taxes payable by the Executive and the amount imposition of any excise taxes payable by or other penalties on the Executive pursuant Company or any of its Affiliates for failure to Section 4999 comply with the requirements of the Code (Patient Protection and Affordable Care Act of 2010, as amended, and/or the “Excise Taxes”)) if the Executive were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Executive (after taking into account all federalHealth Care and Education Reconciliation Act of 2010, state and local income taxes and Excise Taxes payable by the Executive) if the Executive were to receive the maximum amount of the Total Payments that the Executive could receive without being subject to the Excise Tax (the “Reduced Payments”), in which case the Executive shall be entitled only to the Reduced Payments. If the Executive is to receive the Reduced Payments, the Executive shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reducedas amended.

Termination Payments. In Subject to your continued compliance with the event Executive’s terms of this Agreement, so long as prior to August 8, 2025 (1) your employment does not terminate as a result of your voluntary resignation unless otherwise agreed to by the parties, and (2) your employment is not terminated under by the Company for “Cause” (as defined herein), and subject to you signing this Agreement prior a second time within 30 days following the termination of your employment by you or by the Company (such date of termination of employment referred to herein as the expiration of the Term pursuant to Section 3.3.1(b“Separation Date”), Section 3.3.2(aand allowing it to become effective and irrevocable, (collectively, the “Preconditions”), or Section 3.3.3then, the Company shall pay to provide you with the Executive as following severance pay and liquidated damages a lump sum amount equal to the product of the benefits: (a) Average Monthly Compensation multiplied by Continued payment of base salary for nine (9) months (but with amounts accruing from the Separation Date and accrued amounts paid no later than the second regularly scheduled Company payroll date after this re-executed Agreement becomes irrevocably effective and with payments continuing thereafter in accordance with the Company’s standard payroll schedule); (b) Twenty-Four if you timely elect continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (24), which amount shall be in lieu of any other severance benefits that the Executive might otherwise have been entitled to under any other plan, practice, arrangement or agreement of the Company. In addition, for a period of twenty-four months following the effective date of the termination (the “Severance PeriodCOBRA”), the Company may continue to provide to the Executive, to the extent practicable, the benefits as described in Section 4.3; provided, however, that in lieu of providing health benefits3 below, the Company shall pay the Executive an amount equal entire COBRA premiums necessary to the difference between (x) the cost of COBRA continue your health continuation insurance coverage that would be charged by the Company to a former employee and eligible dependents for the greater of the Severance Period or the period during which the Executive and his eligible dependents are entitled to COBRA health continuation coverage from the Company and (y) the amount for which the Executive would have been responsible to pay under the health benefit plans in effect for yourself and your eligible dependents on the Executive Separation Date until the earliest of (i) the close of the 9-month period following the Separation Date, (ii) the expiration of your eligibility for the continuation coverage under COBRA, and (iii) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment. If you become eligible for coverage under another employer’s group health plan or otherwise cease to be eligible for COBRA during the period provided in this clause, you must immediately prior to his termination. To the extent notify the Company determines of such event, and all payments and obligations under this clause shall cease; (c) solely for purposes of Company stock option vesting and expiration, but subject to you continuing to comply with your obligations to the Company, you shall be deemed to remain a continuous service provider and continue to vest in your outstanding equity compensation until the later of nine (9) months following the Separation Date or April 30, 2026; and (d) on the date of payment of accrued base salary pursuant to clause (a) above, you also shall be paid your 2025 target bonus amount (40% of base salary of $375,000, or $150,000), pro-rated for days elapsed from January 1, 2025, through the Separation Date; and (e) the Company will directly pay, within 30 days of submission of invoices, your actual, reasonable and documented attorneys’ fees incurred in connection with the negotiation and documentation of this Agreement, not to exceed $15,000 without the Company’s prior written consent. For purposes of Section 409A of the Internal Revenue Code of 1986, as amended, each installment payment is intended to be a separate payment, the collective payments are intended to be exempt from, or comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and this Agreement shall be interpreted consistent with that the continuation intent. For purposes of this Agreement, “Cause” means (a) your material breach of any agreement between you and the Company which breach, if curable (as determined by the Board), is not cured within thirty (30) days after your receipt of written notice from the Board; (b) your material failure to comply with the Company’s written policies or rules which failure, if curable (as determined by the Board) is not cured within thirty (30) days after your receipt of written notice from the Board; (c) your conviction of, or your plea of “guilty” or “no contest” to, a felony; (d) your gross miconduct which is materially and demonstrably injurious to the Company; (e) your continuing failure to undertake good faith efforts to perform assigned duties that are consistent with your position (other benefits than any such failure resulting from incapacity due to physical or mental illness) after receiving written notification of the failure from the Board and, if curable (as determined by the Board), a 30-day opportunity to cure such failure and a reasonable opportunity to present to the Board your position regarding any dispute relating to the existence of such failure; (f) your failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested your cooperation; or (g) any intentional act that has a material detrimental effect on the Company’s reputation or business, unless such action was taken with the expectation that such ation was in the Company’s best interests. For avoidance of doubt, as of the execution of this Agreement, the Company is not practicable, the Company shall pay the Executive an amount equal to what would have been the Company’s cost aware of providing the coverage for such benefits during the Severance Period to the Executive and his eligible dependents as if the coverage had continued. Notwithstanding the above provisions of this Section 3.4, the Company may elect to retain the Executive on the payroll of the Company any facts or an Affiliate (with existing benefits continuing through standard payroll deduction) for all or any part of the Severance Period in lieu of the payment of a lump sum; provided circumstances that such election by the Company shall not reduce the total amount due to Executive by the Company pursuant to this Section 3.4. 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 Executive has the right to receive from the Company (the “Total Payments”) would constitute a “parachute payment,” as defined in Section 28OG(b)(2) of the Internal Revenue Code, as amended (the “Code”), the Executive shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Executive (after taking into account all federal, state and local income taxes payable by the Executive and the amount of any excise taxes payable by the Executive pursuant Cause to Section 4999 of the Code (the “Excise Taxes”)) if the Executive were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Executive (after taking into account all federal, state and local income taxes and Excise Taxes payable by the Executive) if the Executive were to receive the maximum amount of the Total Payments that the Executive could receive without being subject to the Excise Tax (the “Reduced Payments”), in which case the Executive shall be entitled only to the Reduced Payments. If the Executive is to receive the Reduced Payments, the Executive shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reducedterminate your employment.

Termination Payments. In If the event Executive’s 's employment is terminated under with the Company terminates or the Initial Term or any Additional Term expires, the Company's, its subsidiaries' and its affiliates' sole obligation hereunder, except as otherwise provided in this Agreement Section 6, shall be to pay the Executive (a) any accrued and unpaid Base Salary as of the Termination Date and (b) 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 to Section 3.3.1(b), Section 3.3.2(a), or Section 3.3.3, the Company shall pay Termination Date but not previously paid to the Executive as severance pay and liquidated damages a lump sum amount equal to (the product of the (a) Average Monthly Compensation multiplied by (b) Twenty-Four (24"Accrued Compensation"), which amount shall be in lieu of any other severance benefits that the Executive might otherwise have been entitled to under any other plan, practice, arrangement or agreement of the Company. In addition, if the Executive's employment with the Company terminates pursuant to either Section 5(c) or Section 5(d) hereof, or if the Company elects not to extend the Initial Term or any Additional Term for any reason other than Cause (each, a "Severance Event"), the Company's, its subsidiaries' and its affiliates' sole obligation hereunder shall be to (a) pay the Accrued Compensation, (b) continue to pay the Executive the Base Salary (at the rate in effect at the time of termination of employment) for a period of twenty-four months six months, commencing with the first of the month following the effective month in which termination takes place, (c) pay the Executive pro-rated bonus based upon the average Management Incentive Plan compensation (or successor thereto) paid or payable to him for the three completed fiscal years immediately prior to the date of the such termination (including the “Severance Period”year of termination if the Termination Date occurs on the last day of a fiscal year). If the Executive has not received three years of bonus payments at the time of termination, the pro-rated bonus payment will be based upon the average of all bonus compensation paid prior to the date of such termination, (the "MIP Severance"), the Company may (d) continue to provide to the Executive, to the extent practicable, Executive with the benefits described in Section 4.3; provided, however, that in lieu of providing health benefits, the Company shall pay the Executive an amount equal to the difference between (x) the cost of COBRA health continuation coverage that would be charged by the Company to a former employee and eligible dependents for the greater of the Severance Period or the period during which the Executive and his eligible dependents are entitled to COBRA health continuation coverage from the Company and (y) the amount for which the Executive would have been responsible to pay under the health benefit plans in effect for the Executive immediately prior to his termination. To the extent the Company determines that the continuation of any other benefits by the Company is not practicable, the Company shall pay the Executive an amount equal to what would have been the Company’s cost of providing the coverage for such benefits during the Severance Period to the Executive and his eligible dependents as if the coverage had continued. Notwithstanding the above provisions of this Section 3.4, the Company may elect to retain the Executive on the payroll of the Company or an Affiliate (with existing benefits continuing through standard payroll deduction) for all or any part of the Severance Period in lieu of the payment of a lump sum; provided that such election by the Company shall not reduce the total amount due to Executive by the Company pursuant to this Section 3.4. Notwithstanding any other provision 4 of this Agreement for a period of six months after the date of such termination and (e) pay up to the contrary, if the aggregate $25,000 for outplacement assistance on behalf of the payments provided for Executive in this Agreement and the other payments and benefits which form of professional consultation during the Executive has twelve months after the right to receive from date of such termination, in the Company (the “Total Payments”) would constitute a “parachute payment,” as defined in Section 28OG(b)(2) of the Internal Revenue Codelatter case, as amended (the “Code”), the Executive shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Executive (after taking into account all federal, state and local income taxes payable by the Executive and the amount of any excise taxes payable by the Executive pursuant to Section 4999 of the Code (the “Excise Taxes”)) if the Executive were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Executive (after taking into account all federal, state and local income taxes and Excise Taxes payable by the Executive) if the Executive were to receive the maximum amount of the Total Payments that the Executive could receive without being subject to the Excise Tax Company's approval which may not be unreasonably withheld. All monies due under (the “Reduced Payments”b), in which case the Executive shall be entitled only to the Reduced Payments. If the Executive is to receive the Reduced Payments, the Executive shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced.,

Termination Payments. In the event of a termination of Executive’s 's employment with the Corporation and subject to the provisions of Section 4 of this Agreement, the Corporation shall pay to Executive and provide him with the following: (a) If Executive's termination occurs due to death or Disability, Executive (or his estate or beneficiaries, if applicable) shall be entitled to any unpaid salary for days worked prior to his date of termination and payment for unused vacation days (determined in accordance with the policies of the Corporation as in effect at that time for Corporate officers) earned prior to the date of termination, and to all other benefits available to Executive or his estate and beneficiaries under the Corporation's Benefit Plans as in effect on the date of such termination of employment. (b) If Executive's employment is terminated under this Agreement by the Corporation without Cause or if Executive resigns for Good Reason, Executive shall be entitled to the following: (i) The Corporation shall pay to Executive the lump sum present value of the salary, at the rate required by Section 3(a) as in effect immediately prior to the expiration date of the Term pursuant such termination of employment, to Section 3.3.1(b), Section 3.3.2(a), or Section 3.3.3, the Company shall pay to the Executive as severance pay and liquidated damages a lump sum amount equal to the product of the (a) Average Monthly Compensation multiplied by (b) Twenty-Four (24), which amount shall be in lieu of any other severance benefits that the Executive might otherwise he would have been entitled to under any other plan, practice, arrangement or agreement had he remained in the employ of the CompanyCorporation for the remainder of the Employment Period. The Corporation shall also pay to Executive the average amount of any incentive compensation and bonuses earned by Executive in the three years preceding Executive's termination of employment with the Corporation. Further, Executive shall become fully vested in any stock options in which Executive had not yet become vested. (ii) During the remainder of the Employment Period, Executive shall continue to be treated as an employee under the provisions of the Corporation's plans referred to in Section 3(b). In addition, Executive shall continue to be entitled to all benefits and service credits for a period of twenty-four months following the effective date benefits, programs and arrangements of the termination Corporation described in Sections 3(d) and (f) as if he were still employed during such period under this Agreement. EMPLOYMENT AGREEMENT (iii) If, despite the “Severance Period”)provisions of subparagraph (ii) above, benefits or service credits or the right to accrue further benefits or service credits under any plan referred to in Section 3(b) or (d) shall not be payable or provided under such plan to Executive, or his dependents, beneficiaries and estate because he is no longer an employee of the Corporation, the Company may continue to provide to the ExecutiveCorporation itself shall, to the extent practicablenecessary, the pay or provide for payment of such benefits described in Section 4.3; provided, however, that in lieu of providing health benefits, the Company shall pay the Executive an amount equal to the difference between (x) the cost of COBRA health continuation coverage that would be charged by the Company to a former employee and eligible dependents for the greater of the Severance Period or the period during which the Executive and his eligible dependents are entitled to COBRA health continuation coverage from the Company and (y) the amount for which the Executive would have been responsible to pay under the health benefit plans in effect for the Executive immediately prior to his termination. To the extent the Company determines that the continuation of any other benefits by the Company is not practicable, the Company shall pay the Executive an amount equal to what would have been the Company’s cost of providing the coverage service credits for such benefits during the Severance Period to the Executive Executive, his dependents, beneficiaries and his eligible dependents as if the coverage had continuedestate. Notwithstanding the above provisions The amount of this Section 3.4, the Company may elect to retain the Executive on the payroll of the Company or an Affiliate (with existing benefits continuing through standard payroll deduction) for all or any part of the Severance Period in lieu of the payment of a lump sum; provided that such election by the Company shall not reduce the total amount due to Executive by the Company pursuant to this Section 3.4. Notwithstanding any other provision of this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and Section 5(b) shall be determined by the other payments and benefits which the Executive has the right to receive from the Company Accounting Firm (the “Total Payments”) would constitute a “parachute payment,” as defined in Section 28OG(b)(210) of the Internal Revenue Code, as amended (the “Code”), the Executive shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Executive (after taking into account all federal, state and local income taxes payable by the Executive and the amount of any excise taxes payable by the Executive pursuant to Section 4999 of the Code (the “Excise Taxes”)) if the Executive were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Executive (after taking into account all federal, state and local income taxes and Excise Taxes payable by the Executive) if the Executive were to receive the maximum amount of the Total Payments that the Executive could receive without being subject to the Excise Tax (the “Reduced Payments”), in which case the Executive such payments shall be entitled only to made within 30 days after Executive's termination of employment with the Reduced Payments. If the Executive is to receive the Reduced Payments, the Executive shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reducedCorporation.

Termination Payments. In the event Executive’s 's employment is terminated under this Agreement prior to the expiration of the Term pursuant to Section 3.3.1(b3.2.1(b), Section 3.3.2(a3.2.2(a), or Section 3.3.33.2.3, the Company Employer shall pay to the Executive as severance pay and liquidated damages a lump sum amount equal to the product of the (a) Average Monthly Compensation multiplied by (b) Twentythirty-Four six (2436), which amount shall be in lieu of any other severance benefits that the Executive might otherwise have been entitled to under any other plan, practice, arrangement or agreement of the Company. In addition, for a period of twentythirty-four six (36) months following after the effective date of the termination (the “"Severance Period”"), the Company may Employer shall continue to provide to the Executive, to the extent practicable, the benefits described in Section 4.34.3 hereof; provided, however, that in lieu of providing health benefits, the Company Employer shall pay the Executive an amount equal to the difference between (x) the cost of COBRA health continuation coverage that would be charged by the Company Employer to a former employee and eligible dependents for the greater of the Severance Period or the period during which the Executive and his eligible dependents are entitled to COBRA health continuation coverage from the Company and (y) the amount for which the Executive would have been responsible to pay under the health benefit plans in effect for the Executive immediately prior to his terminationEmployer. To the extent the Company Employer determines that the continuation of any other benefits by the Company is not practicable, the Company Employer shall pay the Executive an amount equal to what would have been the Company’s Employer's cost of providing the coverage for such benefits during the Severance Period to the Executive and his eligible dependents as if the coverage had could have been continued. Notwithstanding In the above provisions event the Executive's employment is terminated under this Agreement prior to the expiration of this the Term pursuant to Section 3.43.2.5, the Company may elect Employer shall pay to retain the Executive on the payroll of the Company or an Affiliate (with existing benefits continuing through standard payroll deduction) for all or any part of the Severance Period in lieu of the payment of as severance pay and liquidated damages a lump sum; provided that such election by the Company shall not reduce the total sum amount due to Executive by the Company pursuant to this Section 3.4. Notwithstanding any other provision of this Agreement equal to the contrary, if the aggregate product of the payments provided for in this Agreement and the other payments and benefits which the Executive has the right to receive from the Company (the “Total Payments”) would constitute a “parachute payment,” as defined in Section 28OG(b)(2) of the Internal Revenue Code, as amended (the “Code”), the Executive shall receive the Total Payments unless the (a) after-tax Average Monthly Compensation multiplied by (b) eighteen (18). In addition, for a period of eighteen (18) months from the effective date of the termination (the "Alternative Severance Period"), the Employer shall continue to provide the Executive, to the extent practicable, the benefits described in Section 4.3 hereof; provided, however, that in lieu of providing health benefits, the Employer shall pay the Executive an amount equal to the cost of COBRA health continuation coverage that would be retained charged by the Executive (after taking into account all federal, state Employer to a former employee and local income taxes payable by eligible dependents for the greater of the Alternative Severance Period or the period during which the Executive and his eligible dependents are entitled to COBRA health continuation coverage from the amount Employer. To the extent the Employer determines that the continuation of any excise taxes payable by other benefits is not practicable, the Employer shall pay the Executive pursuant an amount equal to Section 4999 what would have been the Employer's cost of providing the Code (coverage for such benefits during the “Excise Taxes”)) Alternative Severance Period to the Executive and his eligible dependents if the Executive were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Executive (after taking into account all federal, state and local income taxes and Excise Taxes payable by the Executive) if the Executive were to receive the maximum amount of the Total Payments that the Executive coverage could receive without being subject to the Excise Tax (the “Reduced Payments”), in which case the Executive shall be entitled only to the Reduced Payments. If the Executive is to receive the Reduced Payments, the Executive shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reducedhave been continued."

Termination Payments. In If the event Executive’s 's employment is terminated under with the Company terminates or the Initial Term or any Additional Term expires, the Company's, its subsidiaries' and its affiliates' sole obligation hereunder, except as otherwise provided in this Agreement Section 6, shall be to pay the Executive (a) any accrued and unpaid Base Salary as of the Termination Date and (b) 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 to Section 3.3.1(b), Section 3.3.2(a), or Section 3.3.3, the Company shall pay Termination Date but not previously paid to the Executive as severance pay and liquidated damages a lump sum amount equal to (the product of the (a) Average Monthly Compensation multiplied by (b) Twenty-Four (24"Accrued Compensation"), which amount shall be in lieu of any other severance benefits that the Executive might otherwise have been entitled to under any other plan, practice, arrangement or agreement of the Company. In addition, if the Executive's employment with the Company terminates pursuant to either Section 5(c) or Section 5(d) hereof, or if the Company elects not to extend the Initial Term or any Additional Term for any reason other than Cause (each, a "Severance Event"), the Company's, its subsidiaries' and its affiliates' sole obligation hereunder shall be to (a) pay the Accrued Compensation, (b) continue to pay the Executive the Base Salary (at the rate in effect at the time of termination of employment) for a period of twenty-four months six months, commencing with the first of the month following the effective month in which termination takes place, (c) pay the Executive pro-rated bonus based upon the average Management Incentive Plan compensation (or successor thereto) paid or payable to him for the three completed fiscal years immediately prior to the date of the such termination (including the “Severance Period”year of termination if the Termination Date occurs on the last day of a fiscal year). If the Executive has not received three years of bonus payments at the time of termination, the pro-rated bonus payment will be based upon the average of all bonus compensation paid prior to the date of such termination, (the "MIP Severance"), the Company may (d) continue to provide to the Executive, to the extent practicable, Executive with the benefits described in Section 4.3; provided4 of this Agreement for a period of six months after the date of such termination and (e) pay up to $25,000 for outplacement assistance on behalf of the Executive in the form of professional consultation during the twelve months after the date of such termination, howeverin the latter case, subject to the Company's approval which may not be unreasonably withheld. All monies due under (b), (c) and (d) above will be reduced by an amount equivalent to any and all compensation, in whatever form received or promised, that in lieu is paid to the executive for services or advice of providing health benefits, any kind provided to another organization or individual during the six month period following termination. The executive recognizes and agrees to promptly and accurately report all such compensation to the company. The Company shall pay the Executive an amount equal to the difference between (x) the cost of COBRA health continuation coverage that would be charged by the Company to a former employee and eligible dependents for the greater of the Severance Period or the period during which the Executive and his eligible dependents are entitled to COBRA health continuation coverage from the Company and (y) the amount for which the Executive would have been responsible to pay under the health benefit plans in effect for the Executive immediately prior to his termination. To the extent the Company determines that the continuation of any other benefits by the Company is not practicable, the Company shall pay the Executive an amount equal to what would have been the Company’s cost of providing the coverage for such benefits during the Severance Period no obligation to the Executive and his eligible dependents as for any payments or benefits other than the Accrued Compensation if the coverage had continued. Notwithstanding the above provisions of this Section 3.4, the Company may elect to retain the Executive on the payroll of the Company or an Affiliate (with existing benefits continuing through standard payroll deduction) for all or any part of the Severance Period in lieu of the payment of a lump sum; provided that such election by the Company shall not reduce the total amount due to Executive by the Company pursuant to this Section 3.4. 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 Executive has the right to receive from the Company (the “Total Payments”) would constitute a “parachute payment,” as defined in Section 28OG(b)(2) of the Internal Revenue Code, as amended (the “Code”), the Executive shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Executive (after taking into account all federal, state and local income taxes payable by i) elects not to extend the Executive and Initial Term or any Additional Term or (ii) terminates his employment with the amount of any excise taxes payable by the Executive pursuant to Section 4999 of the Code (the “Excise Taxes”)) if the Executive were to receive the Total Payments has a lesser aggregate value Company other than (b) the after-tax amount that would be retained by the Executive (after taking into account all federal, state and local income taxes and Excise Taxes payable by the Executive) if the Executive were to receive the maximum amount of the Total Payments that the Executive could receive without being subject to the Excise Tax (the “Reduced Payments”), in which case the Executive shall be entitled only to the Reduced Payments. If the Executive is to receive the Reduced Payments, the Executive shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reducedfor Good Reason.

Termination Payments. In If the event Company terminates or Constructively Terminates the Executive’s 's employment is terminated under this Agreement prior to at any time during the expiration of the Term pursuant to Section 3.3.1(b), Section 3.3.2(a), Employment Period for any reason other than Cause or Section 3.3.3Total Disability, the Company shall promptly pay or cause to be paid to the Executive as severance pay and liquidated damages in a lump sum an amount equal to: a. The sum of (i) two times the Executive's annual salary before deductions and deferrals at the level thereof as of the day prior to the Triggering Event, plus (ii) one times the bonus that would have been payable to the Executive (for the year in which such termination or Constructive Termination occurs) under the GATX Management Incentive Plan (the "MIP") as in effect on the day prior to the Triggering Event, equal in amount to the product of (A) the Executive's annual salary as in effect immediately prior to the Triggering Event and (B) the Executive's Target Bonus (as that term is defined in the MIP); minus b. Any amounts paid to the Executive in accordance with the Company's severance pay policies. In addition to the amount set forth above, the Company shall: (1) Permit the Executive to continue the Executive's participation (or provide equivalent coverage) in the Company Unit's medical, dental, disability and life insurance programs provided under GATX's benefit plans as in effect on the day prior to the Triggering Event until the earlier to occur of (a) Average Monthly Compensation multiplied by the second anniversary of the date as of which the Executive's employment is terminated or Constructively Terminated or (b) Twenty-Four (24), the date on which amount shall be in lieu of any other severance benefits that the Executive might otherwise have been entitled to becomes eligible for coverage under any other plan, practice, arrangement or agreement employee benefit plans providing substantially equivalent benefits at substantially equivalent levels; (2) Reimburse the Executive (to a maximum of five thousand dollars ($5,000) per year) for financial and estate planning and tax return preparation for the Company. In addition, for a period of twenty-four months two (2) years immediately following the effective date Executive's termination or Constructive Termination of employment in accordance with GATX's executive financial planning program in effect on the termination day prior to a Triggering Event; (the “Severance Period”), the Company may continue to provide to the Executive, to the extent practicable, the benefits described in Section 4.3; provided, however, that in lieu of providing health benefits, the Company shall pay 3) Reimburse the Executive an amount equal (to the difference between a maximum of thirty thousand dollars (x$30,000)) for the cost of COBRA health continuation coverage that would be charged by the Company outplacement services, plus up to a former employee and eligible dependents for the greater one thousand dollars ($1,000) of the Severance Period expenses incurred in seeking or the period during which the Executive and his eligible dependents are entitled to COBRA health continuation coverage from the Company and (y) the amount for which the Executive would have been responsible to pay under the health benefit plans in effect for the Executive immediately prior to his termination. To the extent the Company determines that the continuation of any other benefits by the Company is not practicable, the Company shall pay the Executive an amount equal to what would have been the Company’s cost of providing the coverage for such benefits during the Severance Period to the Executive and his eligible dependents as if the coverage had continued. Notwithstanding the above provisions of this Section 3.4, the Company may elect to retain the Executive on the payroll of the Company or an Affiliate (with existing benefits continuing through standard payroll deduction) for all or any part of the Severance Period in lieu of the payment of a lump sum; provided that such election by the Company shall not reduce the total amount due to Executive by the Company pursuant to this Section 3.4obtaining new employment. Notwithstanding any other provision of this Agreement to the contrary, if the aggregate in no event shall an Executive be entitled to termination payments under this paragraph 5 by reason of the payments provided for Disposition of the Company Unit in this Agreement and the other payments and benefits which the Executive has the right was primarily employed immediately prior to receive from the Company (the “Total Payments”) would constitute a “parachute payment,” as defined in Section 28OG(b)(2) of the Internal Revenue Code, as amended (the “Code”), the Executive shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Executive (after taking into account all federal, state and local income taxes payable by the Executive and the amount of any excise taxes payable by the Executive pursuant to Section 4999 of the Code (the “Excise Taxes”)) such Disposition if the Executive were to receive continues in employment with the Total Payments has a lesser aggregate value than (b) successor or purchaser of such Company Unit during the aftertwo-tax amount that would be retained by year period following the Executive (after taking into account all federal, state and local income taxes and Excise Taxes payable by the Executive) if the Executive were to receive the maximum amount of the Total Payments that the Executive could receive without being subject to the Excise Tax (the “Reduced Payments”), in which case the Executive shall be entitled only to the Reduced Payments. If the Executive is to receive the Reduced Payments, the Executive shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reducedDisposition.

Termination Payments. In the event of termination of the Executive’s employment is terminated under 's employment, all compensation and benefits set forth in this Agreement shall terminate except as specifically provided in this Section 8. 8.1. Termination by the Company for Other Than Cause or by the Executive for Good Reason If the Company terminates the Executive's employment other than for Cause or the Executive terminates his employment for Good Reason prior to the expiration end of the Term pursuant Employment Period, the Executive shall be entitled to: (a) receive payment of the following accrued obligations (the "Accrued Obligations"): (i) the Executive's Annual Base Salary through the Date of Termination to Section 3.3.1(b)the extent not theretofore paid; (ii) the product of (x) the Annual Bonus payable with respect to the fiscal year in which the Date of Termination occurs, Section 3.3.2(a)or, if such Annual Bonus is not determinable on the Date of Termination, the Annual Bonus payable with respect to the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365; and (iii) any compensation previously deferred by the Executive (together with accrued interest or Section 3.3.3earnings thereon, if any) and any accrued vacation pay, in each case to the extent not theretofore paid; (b) for one year after the Date of Termination, the Company shall pay continue benefits to the Executive as severance pay and liquidated damages a lump sum amount and/or the Executive's family at least equal to the product of the (a) Average Monthly Compensation multiplied by (b) Twenty-Four (24), those which amount shall be in lieu of any other severance benefits that the Executive might otherwise would have been entitled provided to under any other planthem in accordance with the plans, practiceprograms, arrangement or agreement of the Company. In addition, for a period of twenty-four months following the effective date of the termination (the “Severance Period”), the Company may continue to provide to the Executive, to the extent practicable, the benefits practices and policies described in Section 4.35 if the Executive's employment had not been terminated; provided, however, that in lieu of providing health benefitsif the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the Company medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility (such continuation of such benefits for the period herein set forth shall be hereinafter referred to as "Welfare Benefit Continuation"); and (c) an amount as severance pay equal to one year's Annual Base Salary based on the Annual Base Salary established by the Board or the Compensation Committee for the fiscal year in which the Date of Termination occurs, provided, that the Executive an amount equal to the difference between (x) the cost of COBRA health continuation coverage that would be charged by the Company to a former employee and eligible dependents for the greater of the Severance Period or the period during which the Executive and his eligible dependents are is entitled to COBRA health continuation coverage from the Company and (y) the amount for which the Executive would have been responsible to receive such severance pay under the health benefit plans in effect for the Executive immediately prior to his termination. To the extent the Company determines that the continuation of any other benefits by the Company is not practicable, the Company shall pay the Executive an amount equal to what would have been the Company’s cost of providing the coverage for such benefits during the Severance Period to the Executive and his eligible dependents only so long as if the coverage had continued. Notwithstanding the above provisions of this Section 3.4, the Company may elect to retain the Executive on the payroll of the Company or an Affiliate (with existing benefits continuing through standard payroll deduction) for all or any part of the Severance Period in lieu of the payment of a lump sum; provided that such election by the Company shall not reduce the total amount due to Executive by the Company pursuant to this Section 3.4. 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 the: Executive has the right to receive from the Company (the “Total Payments”) would constitute a “parachute payment,” as defined in Section 28OG(b)(2) of the Internal Revenue Codenot become reemployed with another employer, as amended (the “Code”)and provided further, that the Executive shall receive the Total Payments unless the (a) after-tax amount that would not be retained by the Executive (after taking into account all federal, state and local income taxes payable by the Executive and the amount of any excise taxes payable by the Executive pursuant required to Section 4999 of the Code (the “Excise Taxes”)) if the Executive were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Executive (after taking into account all federal, state and local income taxes and Excise Taxes payable by the Executive) if the Executive were to receive the maximum amount of the Total Payments that the Executive could receive without being subject to the Excise Tax (the “Reduced Payments”), in which case the Executive shall be entitled only to the Reduced Payments. If the Executive is to receive the Reduced Payments, the Executive shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reducedaccept such other employment.

Termination Payments. (i) Termination without Cause or By Executive for Good Reason. --------------------------------------------------------- In the event that during the Employment Term the Executive’s 's employment is terminated under this Agreement prior to by the expiration of Company without Cause or the Term pursuant to Section 3.3.1(b), Section 3.3.2(a), or Section 3.3.3Executive terminates his employment for Good Reason, the Company shall pay to the Executive as severance pay and liquidated damages a lump the sum amount equal of the following amounts: (A) all amounts fully earned pursuant to the product terms of this Agreement, but unpaid hereunder through the date of termination, if any, in respect of Salary, Annual Performance Bonus and unreimbursed expenses (a) Average Monthly Compensation multiplied by (b) Twenty-Four (24the "Accrued Obligations"), which amount shall be and (B) continuation of Executive's Salary (less any applicable withholding or similar taxes) at the rate in lieu effect hereunder on the date of any other severance benefits that the Executive might otherwise have been entitled to under any other plantermination, practice, arrangement or agreement of in accordance with the Company. In addition's prevailing payroll practices, for a period of twenty-four eighteen (18) months following the effective date of the termination (the “"Severance Period”Term") (C) eighteen (18) payments each in the amount of Twelve Thousand Five Hundred Thousand Dollars ($12,500) (less any applicable withholding or similar taxes), such payments to be made at the Company may continue to provide same time as the continuation of Executive's Salary under Clause (B) above, and (D) continuation, for the lesser of twelve (12) months and the remaining balance of the Employment Term (without giving effect to the Executivetermination pursuant to Section 6 hereof), to the extent practicable, the benefits described in Section 4.3; provided, however, that in lieu of providing health benefits, the Company shall pay the Executive an amount equal to the difference between (x) the cost of COBRA health continuation coverage that would be charged by the Company to a former employee and eligible dependents for the greater of the Severance Period or the period during which the Executive and his eligible dependents are entitled to COBRA health continuation coverage from the Company and (y) the amount for which the Executive would have been responsible to pay under the Company's group health benefit plans in effect insurance plan for the Executive immediately prior to and/or his termination. To the extent the Company determines that the continuation of any other benefits by the Company is not practicablecovered dependents, the Company shall pay the Executive an amount equal to what would have been the Company’s cost of providing the coverage for such benefits during the Severance Period to the Executive and his eligible dependents as if the coverage had continued. Notwithstanding the above provisions of this Section 3.4, the Company may elect to retain the Executive on the payroll of the Company or an Affiliate (with existing benefits continuing through standard payroll deduction) for all or any part of the Severance Period in lieu of the payment of a lump sum; provided that such election by continuation coverage shall cease in any event on the Company shall not reduce date that the total amount due Executive first becomes eligible to Executive by participate in the Company pursuant to this Section 3.4group health plan of a new employer. Notwithstanding any other provision of in this Agreement or the terms of any severance plan or policy maintained by the Company or its affiliates to the contrary, if the aggregate of Company pays the Executive the severance benefit as provided in this Section 6(g)(i) the Executive shall not be entitled to receive any other payments or benefits under any other severance or similar plan maintained by the Company or its affiliates, except to the extent such payments or benefits are more favorable than those specifically provided for in this Agreement and the other payments and benefits which the Executive has the right to receive from the Company (the “Total Payments”) would constitute a “parachute payment,” as defined in Section 28OG(b)(2) of the Internal Revenue Code, as amended (the “Code”6(h), the Executive shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Executive (after taking into account all federal, state and local income taxes payable by the Executive and the amount of any excise taxes payable by the Executive pursuant to Section 4999 of the Code (the “Excise Taxes”)) if the Executive were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Executive (after taking into account all federal, state and local income taxes and Excise Taxes payable by the Executive) if the Executive were to receive the maximum amount of the Total Payments that the Executive could receive without being subject to the Excise Tax (the “Reduced Payments”), in which case the Executive shall be entitled only to the Reduced Payments. If the Executive is to receive the Reduced Payments, the Executive shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced.

Termination Payments. In the event that the Executive’s 's employment is terminated under this Agreement prior to the expiration of the Term pursuant to Section 3.3.1(b3.2.1(b), Section 3.3.2(a), 3.2.2(a) or Section 3.3.33.2.3, the Company shall pay to the Executive as severance pay and liquidated damages a lump sum amount equal to the product of the (a) Average Monthly Compensation multiplied by (b) Twentythirty-Four six (2436), which amount shall be in lieu of any other severance benefits that the Executive might otherwise have been entitled to under any other plan, practice, arrangement or agreement of the Company. In addition, for a period of twentythirty-four six (36) months following after the effective date of the termination (the “"Severance Period”"), the Company may shall cause the Bank to continue to provide to the Executive, to the extent practicable, the benefits described in Section 4.3; provided, however, that in lieu of providing health benefits, the Company shall pay the Executive an amount equal to the difference between (x) the cost of COBRA health continuation coverage that would be charged by the Company Bank to a former employee and eligible dependents for the greater of the Severance Period or the period during which the Executive and his eligible dependents are entitled to COBRA health continuation coverage from the Company and (y) the amount for which the Executive would have been responsible to pay under the health benefit plans in effect for the Executive immediately prior to his terminationBank. To the extent the Company determines that the continuation of any other benefits by the Company Bank is not practicable, the Company shall pay the Executive an amount equal to what would have been the Company’s Bank's cost of providing the coverage for such benefits during the Severance Period to the Executive and his eligible dependents as if the coverage had could have been continued. Notwithstanding In the above provisions event the Executive's employment is terminated under this Agreement prior to the expiration of this the Term pursuant to Section 3.43.2.5, the Company may elect shall pay to retain the Executive on as severance pay and liquidated damages a lump sum amount equal to the payroll product, of the (a) Average Monthly Compensation multiplied by (b) thirty-six (36). In addition, for the Severance Period, the Company or shall cause the Bank to continue to provide to the Executive, to the extent practicable, the benefits described in Section 4.3 hereof; provided, however, that in lieu of providing health benefits, the Company shall pay the Executive an Affiliate (with existing benefits continuing through standard payroll deduction) amount equal to the cost of COBRA health continuation coverage that would be charged by the Bank to a former employee and eligible dependents for all or any part the greater of the Severance Period in lieu or the period during which the Executive and his eligible dependents are entitled to COBRA health continuation coverage from the Bank. To the extent the Company determines that the continuation of any other benefits is not practicable, the Employer shall pay the Executive an amount equal to what would have been the Bank's cost of providing the coverage for such benefits during the Severance Period to the Executive and his eligible dependents if the coverage could have been continued. In the event the Executive's employment is terminated under this Agreement prior to the expiration of the payment of a lump sum; provided that such election by Term pursuant to Section 3.2.6, the Company shall not reduce the total amount due to Executive by the Company pursuant to this Section 3.4. Notwithstanding any other provision of this Agreement pay to the contraryExecutive as severance pay and liquidated damages a lump sum amount equal to the product, if the aggregate of the payments provided for in this Agreement and the other payments and benefits which the Executive has the right to receive from the Company (the “Total Payments”) would constitute a “parachute payment,” as defined in Section 28OG(b)(2) of the Internal Revenue Code, as amended (the “Code”), the Executive shall receive the Total Payments unless the (a) after-tax Average Monthly Compensation multiplied by (b) eighteen (18). In addition, for a period of eighteen (18) months from the effective date of the termination (the "Alternative Severance Period"), the Company shall cause the Bank to continue to provide to the Executive, to the extent practicable, the benefits described in Section 4.3 hereof; provided, however, that in lieu of providing health benefits, the Company shall pay the Executive an amount equal to the cost of COBRA health continuation coverage that would be retained charged by the Executive (after taking into account all federal, state Bank to a former employee and local income taxes payable by eligible dependents for the greater of the Alternative Severance Period or the period during which the Executive and his eligible dependents are entitled to COBRA health continuation coverage from the amount Bank. To the extent the Company determines that the continuation of any excise taxes payable by other benefits is not practicable, the Employer shall pay the Executive pursuant an amount equal to what would have been the Bank's cost of providing the coverage for such benefits during the Alternative Severance Period to the Executive and his eligible dependents if the coverage could have been continued." 7. By adding the following new Subsection (c) to Section 4999 of the Code (the “Excise Taxes”)) if the Executive were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Executive (after taking into account all federal, state and local income taxes and Excise Taxes payable by the Executive) if the Executive were to receive the maximum amount of the Total Payments that the Executive could receive without being subject to the Excise Tax (the “Reduced Payments”), in which case the Executive shall be entitled only to the Reduced Payments. If the Executive is to receive the Reduced Payments, the Executive shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced.4.2: