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 the event (a) If Executive’s employment with the Company is terminated under this Agreement prior to the expiration of the Term pursuant (x) by the Company for any reason other than for Cause or disability, or (y) by Executive for Good Reason, then the Company will, subject to Executive satisfying the conditions in Section 3.3.1(b11(c), Section 3.3.2(a), or Section 3.3.3, provide the Company shall following severance benefits: (i) pay to the Executive as severance pay and liquidated damages a lump sum in the aggregate amount equal to the product greater of (A) his current annual Base Salary and (B) his total actual compensation (including any bonus paid) for the prior year, payable in substantially equal installments on the Company’s regular payroll schedule over a twelve (12) month period following the Termination Date, beginning on the Company’s first regular payroll date after the expiration of all rescission periods applicable to the release described in Section 11(c); (ii) promptly pay to Executive in cash any portion of that year’s annual potential Bonus that was earned but unpaid as of the Termination Date; and (aiii) Average Monthly Compensation multiplied by if Executive is eligible for and elects continuation of group medical and/or dental insurance coverage with the Company following the Termination Date (for himself and/or his family, as applicable) in accordance with applicable laws and plans, reimburse Executive for the premium costs of such continuation coverage, at the same level of coverage that was in effect as of the Termination Date, for up to twelve (12) consecutive months following the Termination Date or, if earlier, until such continuation coverage is no longer available to Executive under applicable laws and plans. (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”), If Executive’s employment with the Company may continue is terminated due to provide to the Executive’s death or disability, to the extent practicableExecutive’s resignation other than for Good Reason, 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 termination by the Company to a former employee and eligible dependents for the greater Cause, or expiration 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 practicableTerm, 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 compensation and benefits accrued through the Termination Date in accordance with the terms hereof or any applicable employee benefit plan, including any portion of that year’s annual potential Bonus that was earned but unpaid as of the Total PaymentsTermination Date, but shall not be entitled to any other pay or benefits from the Company, unless otherwise agreed to in writing by Executive and the Company. (c) Notwithstanding the foregoing provisions of this Section 11, the Company will not be obligated to make any payments to Executive under Section I 1(a)(i) or (iii) hereof unless: Executive has signed a release of claims in favor of the Company and its affiliates and related entities, and their directors, officers, insurers, employees and agents, in a commercially reasonable form of mutual release prescribed by the relative portions Board; all applicable rescission periods provided by law for releases of eachclaims shall have expired and Executive shall have signed and not rescinded the release of claims; and Executive has not materially breached the terms of this Agreement, are to be reducedthe Confidentiality Agreement, and any other agreements with the Company as of the dates of such payments.

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 (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. (a) Upon any termination of the Executive’s employment, he shall be entitled to payment of any earned but unpaid portion of the Base Salary, bonus, benefits and unreimbursed business expenses, in each case with respect to the period ending on the Date of Termination. (b) In addition to the event payments and benefits provided in Section 8(a), if the Executive’s employment is terminated under this Agreement prior (x) by the Company without Cause (other than due to death or Disability), (y) by the Executive for Good Reason, or (z) by the Executive immediately after the expiration of the Term pursuant Agreement due the Company’s provision of a Non-Renewal Notice, (i) the Executive shall vest in the portion of the Restricted Stock Award or Option Award, if any, that were otherwise scheduled to Section 3.3.1(bvest during the 12-month period following the Executive’s Date of Termination (with the vested portion of the Option Award remaining exercisable for the shorter of the one year period following the Executive’s Date of Termination and the remainder of the original term), 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 (aii) 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 the Severance Payments and (iii) the Company shall provide the Executive with continued medical coverage at active-employee rates for two years or, if earlier, until the Executive receives subsequent employer-provided coverage. For purposes of this Section 8(b), “Severance Payments” for (x) and (y) above shall mean 24 monthly payments commencing on the first day of the first month after the Executive’s Date of Termination in an amount equal to 1/12 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 sum of the Severance Period or the period during which the Executive Executive’s Base Salary 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 Target Bonus, in each case as in effect on the Executive’s Date of Termination and the “Severance Payment” for (z) above shall mean 12 monthly payments commencing on the Executive immediately prior to his termination. To first day of the extent first month after the Company determines that the continuation Executive’s Date of any other benefits by the Company is not practicable, the Company shall pay the Executive Termination in an amount equal to what would have been 1/12 the Companysum of the Executive’s cost of providing the coverage for such benefits during the Severance Period to the Executive Base Salary and his eligible dependents Target Bonus, in each case, as if the coverage had continued. Notwithstanding the above provisions of this Section 3.4, the Company may elect to retain the Executive in effect on the payroll Executive’s Date of the Company or an Affiliate (with existing benefits continuing through standard payroll deduction) for all or any part Termination. Payment of the Severance Period Pay shall be conditioned upon the Executive’s execution and delivery of an irrevocable general release in lieu of the payment of a lump sum; provided that such election by form satisfactory to 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 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. (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 Executiveof the Employee’s termination of employment is terminated under this Agreement by the Company prior to the expiration of the Term March 31, 2013 for any reason other than pursuant to Section 3.3.1(b2(b), Section 3.3.2(a), or Section 3.3.3, the Employee shall be entitled to the following termination payments (the “Termination Payments”): (i) the Company shall pay to the Executive as severance pay and liquidated damages Employee a lump sum termination payment in an amount equal to the product $600,000 in a single lump sum on a scheduled payroll date that occurs within sixty (60) days of the date of such termination; and (aii) Average Monthly Compensation multiplied by if the Employee elects to continue coverage under the Company’s group health plans in accordance with the COBRA continuation coverage requirements (b) Twenty-Four (24where applicable), which the Company will reimburse the Employee for the portion of the premiums for COBRA coverage paid by the Employee during the first 12 months of COBRA coverage following the date the Employee’s employment terminates, with the portion of the premiums to be paid by the Company being the same as the amount shall be in lieu of any other severance benefits paid by the Company for the same group health insurance coverage for active employees; provided, that the Executive might otherwise have been entitled Company receives proof of payment for the monthly COBRA premiums within thirty (30) days from the date such premium is due; and provided, further, that if COBRA is not applicable, the Company may, subject to under any other plan, practice, arrangement or agreement the approval of the Company. In additioninsurer and the scheme rules in effect from time to time, continue to provide coverage for the Employee under the private medical insurance plan (if any) in which the Employee participates immediately prior to the date the Employee’s employment terminates for a period of twenty-four three 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 4.3Employee’s employment terminates; provided, however, that in lieu the Company will require that, prior to payment of providing health benefitsany portion of the Termination Payments, the Company Employee shall pay within sixty (60) days following the Executive an amount equal to the difference between (x) the cost Employee’s termination of COBRA health continuation coverage that would be charged by the Company to employment have executed with all periods of revocation expired a former employee and eligible dependents for the greater complete release 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 its affiliates and related parties in effect for the Executive immediately prior to his termination. To the extent the Company determines that the continuation of any other benefits such form as is reasonably required 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 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 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 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 Section 5.3 or Section 5.4 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 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 50% 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(pound)15,000 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 the Executive’s 's employment is terminated under and subject to the provisions of Section 5 of this Agreement Agreement, Xxxxxxx shall pay to and provide the Executive with the following: A. A lump sum amount, payable within 60 days following the Executive's Termination, equal to the sum of (i) all salary payments that would have been payable to the Executive during the remainder of the Employment Period had no Termination occurred (at the same rate as payable immediately prior to the expiration date of the Term pursuant to Section 3.3.1(bTermination), Section 3.3.2(a), or Section 3.3.3, plus (ii) the Company shall pay to the Executive as severance pay and liquidated damages a lump sum estimated 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 bonuses 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 entitled had he remained in the health benefit plans employ of Xxxxxxx (provided that in effect for no event will the Executive immediately prior to his termination. To the extent the Company determines that the continuation amount of any other benefits by bonus for any particular year be less than the Company is not practicable, amount of 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 bonus paid to the Executive for the year immediately preceding the year of Termination); and his eligible dependents as if B. During the coverage had continued. Notwithstanding the above provisions of this Section 3.4, the Company may elect to retain the Executive on the payroll remainder 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”)Employment Period, the Executive shall receive continue to be treated as an employee under the Total Payments unless the (a) after-tax amount that would be retained by provisions of any stock option, restricted stock, pension and/or profit sharing plans or other incentive compensation arrangements described in paragraph 4B. In addition the Executive (after taking into account shall continue to be entitled to all federalbenefits and service credit for benefits under medical, state life insurance, split dollar life insurance and local income taxes other employee benefit plans, programs and arrangements of Xxxxxxx described in paragraph 4C as if he were still employed during such period under this Agreement; and C. If, despite the provisions of paragraph 6B above, benefits or service credits under any employee benefit plan shall not be payable by or provided under any such plan to the Executive Executive, or his dependents, beneficiaries and estate, because be is no longer an employee of Xxxxxxx, Xxxxxxx itself shall, to the amount extent necessary, pay or provide for payment of such benefits or service credit for such benefits to the Executive, his dependents, beneficiaries and estate. D. If, despite the provisions of paragraph 6B above, benefits or the right to accrue further benefits under any excise taxes payable by stock option, restricted stock, pension and/or profit sharing plan or other incentive compensation arrangement described in paragraph 4B shall not be provided under any such arrangement to the Executive, or his dependents, beneficiaries and estate, because he is no longer an employee of Xxxxxxx, Xxxxxxx shall, to the extent necessary, pay or provide for payment of such benefits to the Executive, his dependents, beneficiaries and estate. It is the intention of this paragraph 6 that the total compensation and benefits paid to the Executive pursuant to Section 4999 this Agreement equal those amounts he would have received had be remained in the employ of Xxxxxxx until the expiration of the Code (the “Excise Taxes”)) Employment Period or, 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 federalearlier, 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 reducedhis death.

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 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 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 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. (a) In the event Executive’s employment is terminated under this Agreement prior to the expiration of termination of the Term Executive's employment pursuant to Section 3.3.1(b), Section 3.3.2(a), 3 or Section 3.3.37 hereof, the Company compensation (including Base Compensation) shall pay continue to be paid, and the Executive shall continue to participate in the employee 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 amount equal to manner consistent with the product applicable terms of the (a) Average Monthly Compensation multiplied by (b) Twenty-Four (24)governing plan documents. Any benefits payable under insurance, which amount health, retirement and bonus plans as a result of the Executive's participation in such plans through such date shall be in lieu of any other severance benefits that the Executive might otherwise have been entitled to paid when due under any other plan, practice, arrangement or agreement of the Companythose plans. 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 receive a severance payment of _____________ Dollars ($________) in a lump sum within 30 days of the Total PaymentsDate of Termination. (b) In addition to the payments provided for in this Section, the Executive and his dependents shall also be entitled to continue participation in each Employee Welfare Benefit Plan (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) in which the Executive was a participant as of the Date of Termination for the three-year period following the Date of Termination unless a no less favorable benefit is provided by a subsequent employer of the Executive. If the terms of any Employee Welfare Benefit Plan or applicable laws do not permit continued participation by the Executive, Bank shall, at its sole cost and expense, arrange to provide to the Executive and his dependents a benefit substantially similar to, and no less favorable than, the relative portions benefit they were entitled to receive under such Employee Welfare Benefit Plan at the end of eachthe period of coverage. (c) In the event the Executive is a Key Employee on the Date of Termination, are payment of all amounts under subsection 8(a) will be suspended for six months following the Executive's Separation from Service (as defined below). The Executive will receive payment on the first day following the six-month suspension period. If the Executive incurs a Separation from Service due to death, regardless of whether the Executive meets the definition of a Key Employee, payment of his benefit will not be reducedsuspended. For purposes of this subsection, "Key Employee" means the Executive is an officer of the Bank having annual compensation greater than $140,000 (as adjusted in the same manner as under Section 415(d) of the Internal Revenue Code of 1986, as amended (the "Code")) except that the base period will be the calendar quarter beginning July 1, 2001, and any increase under this sentence which is not a multiple of $5,000 will be rounded to the next lower multiple of $5,000); a five-percent owner of the Company; or a one-percent owner of the Company having an annual compensation greater than $150,000. For purposes of this subsection, "Separation from Service" means the date on which the Executive dies, retires or otherwise experiences a Termination of Employment with the Bank. Provided, however, a Separation from Service does not occur if the Executive is on military leave, sick leave, or other bona fide leave of absence (such as temporary employment by the government) if the period of such leave does not exceed six months, or if the leave is for a longer period, so long as the individual's right to reemployment with the Bank is provided either by statute or by contract. If the period of leave exceeds six months and the Executive's right to reemployment is not provided either by statute or contract, there will be a Separation from Service on the first date immediately following such six-month period. An Executive will incur a "Termination of Employment" when a termination of employment is incurred under Proposed Treasury Regulation 1.409A-1(h)(ii) or any final version of such Proposed Regulation.

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 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. 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 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 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 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 (a) If the event Executive’s employment with the Corporation is terminated under this Agreement prior to the expiration of the Term pursuant (x) by the Corporation for any reason other than for Cause or disability, or (y) by the Executive for Good Reason, then the Corporation will, subject to Executive satisfying the conditions in Section 3.3.1(b7.3(c), Section 3.3.2(a), or Section 3.3.3, provide the Company shall following severance benefits: (i) pay to the Executive as severance pay and liquidated damages a lump sum in the aggregate amount equal to one-half his current annual Base Salary, payable in substantially equal installments on the product of the Corporation’s regular payroll schedule over a six (a6) 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 month period of twenty-four months following the effective Termination Date, beginning on the Corporation’s first regular payroll date after the expiration of the termination (the “Severance Period”), the Company may continue to provide all rescission periods applicable to the Executive, to the extent practicable, the benefits release described in Section 4.3; provided, however, that in lieu of providing health benefits, the Company shall 7.3(c); (ii) promptly 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 in cash any portion of that year’s annual potential Bonus that was earned but unpaid 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 Termination Date; and, (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”)iii) if the Executive were is eligible for and elects continuation of group medical and/or dental insurance coverage with the Corporation following the Termination Date (for himself and/or his family, as applicable) in accordance with applicable laws and plans, reimburse the Executive for the premium costs of such continuation coverage, at the same level of coverage that was in effect as of the Termination Date, for up to receive six (6) consecutive months following the Total Payments has a lesser aggregate value than Termination Date or, if earlier, until such continuation coverage is no longer available to the Executive under applicable laws and plans. (b) If the after-tax amount that would be retained Executive’s employment with the Corporation is terminated due to the Executive’s death or disability, the Executive’s resignation other than for Good Reason, termination by the Executive (after taking into account all federalCorporation for Cause, state and local income taxes and Excise Taxes payable by the Executive) if the Executive were to receive the maximum amount or expiration 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 PaymentsTerm, the Executive shall be entitled to determine which compensation and benefits accrued through the Termination Date in accordance with the terms hereof or any applicable employee benefit plan, including any portion of that year’s annual potential Bonus that was earned but unpaid as of the Total PaymentsTermination Date, but shall not be entitled to any other pay or benefits from the Corporation, unless otherwise agreed to in writing by the Executive and the Corporation. (c) Notwithstanding the foregoing provisions of this Article 7, the Corporation will not be obligated to make any payments to the Executive under Section 7.3(a)(i) or (iii) hereof unless: the Executive has signed a release of claims in favor of the Corporation and its affiliates and related entities, and their directors, officers, insurers, employees and agents, in a commercially reasonable form of mutual release prescribed by the relative portions Board; all applicable rescission periods provided by law for releases of eachclaims shall have expired and the Executive shall have signed and not rescinded the release of claims; and, are to be reducedthe Executive has not materially breached the terms of this Agreement and any other agreements with the Corporation as of the dates of such payments.

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:

Termination Payments. In the event Executive’s employment is terminated under this Agreement prior Subject to the expiration Employee’s timely execution, delivery and non-revocation of a Release (as described in Section 2(c) below) following a Qualifying Termination on the Termination Date, and continued compliance with Sections 6, 7, 8, 9 and 10 below, the Employee shall be entitled to receive the following payments and benefits: (i) continued payment of the Term pursuant to Section 3.3.1(b), Section 3.3.2(a), or Section 3.3.3, Employee’s annual base pay in effect on the Company shall pay to the Executive as severance pay and liquidated damages a lump sum amount equal to the product of the Termination Date for twelve (a12) 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 Termination Date (the “Severance Period”), less applicable withholding taxes, paid in accordance with the Company’s payroll practices; provided that, the first payment shall be paid as part of the first full payroll cycle following the forty-fifth (45th) day after the Termination Date and shall include payments of any amounts that would be due prior to such commencement date (such date, the “Payment Commencement Date”). (ii) a lump sum amount equal to the annual bonus the Employee would have otherwise received for the full fiscal year 2019, based on actual performance, payable in a lump sum during the period commencing on the 15th of April and ending on the 31st of May following the end of fiscal year 2019. (iii) if Employee timely elects coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), a lump sum taxable cash payment equal to the aggregate monthly employer contribution to the Company’s group health coverage premium for an active employee with the same level of coverage as Employee had on the Termination Date for the Severance Period, payable on the first payroll date following the sixtieth day following the Termination Date. Such payment under this Section 2(b)(iii) shall include an additional amount to gross up the payment for income taxes, so that such benefit will have no income tax consequences for Employee on an after-tax basis. (iv) payment of up to $20,000 for reasonable outplacement/consulting services, such as resume preparation, presentation skill assessment and career counseling, for a period of up to one (1) year following the Termination Date, subject to the presentation of documentation of such expenses, payable by the Company may continue directly to provide such outplacement/consulting services company. (v) payment of up to $5,000 in respect of legal fees incurred in connection with this Agreement, subject to presentation of an itemized invoice, payable in calendar year 2018, payable by the Company directly to Employee’s counsel. (vi) in respect of each then-ongoing performance cycle under the Omnibus Plan as of the Termination Date, (1) with respect to the ExecutiveRSU Awards, at the end of each completed performance cycle for each such award, vesting shall be calculated by multiplying (A) the total number of awards that would have vested based on actual performance during the full performance cycle and (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the Termination Date by the number of calendar days in such performance cycle, payable upon the conclusion of the applicable performance cycle in accordance with the Omnibus Plan (but no later than the “short-term deferral” period under Section 409A (defined below)), and (2) with respect to the Restricted Stock Awards that vest solely based on the provision of services, vesting, as of the Termination Date, shall be calculated by multiplying (A) the total number of awards that would have vested if the Employee had remained employed during the full performance cycle and (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the Termination Date by the number of calendar days in such performance cycle, otherwise payable in accordance with the Omnibus Plan. (vii) Employee shall retain his Company provided iPad following the Termination Date, subject to the Company’s removal of any Company platforms and data prior to the Termination Date. If the Employee participated in direct deposit as of the Termination Date, the Employee’s payments in Sections 2(b)(i)-(v) will be direct deposited. If the Employee did not participate in direct deposit, the Employee will be issued a live check to the Employee’s last reported home address on file with the Company. The termination payments and benefits described in this Section 2(b)(i)-(vii) will be reduced to cover any outstanding financial obligations the Employee owes to the Company as of the Termination Date, to the extent practicablepermissible under law, and without the benefits described in incurrence of additional tax obligations under 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) 409A of the Internal Revenue CodeCode of 1986, 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 regulations and guidance promulgated thereunder (collectively, “Section 4999 of the Code (the “Excise Taxes409A”)) 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 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 5.1 If, during the event term of this Agreement, the Company shall terminate the Executive’s employment is terminated under this Agreement prior to other than for Cause or Disability or the expiration of the Term pursuant to Section 3.3.1(b), Section 3.3.2(a), or Section 3.3.3, Executive shall terminate his employment for Good Reason: (a) the Company shall pay to the Executive as severance pay and liquidated damages Executive, in a lump sum amount equal in cash within 75 days after the date of the notice of termination (“Date of Termination”), the sum of: (i) the Executive’s pro rata annual base salary up to the product Date of Termination to the extent not theretofore paid, (ii) with respect to any short-term incentive bonus contemplated under clause 3.4 based solely on ongoing employment and that may have been payable at the end of the then current fiscal year, the amount (aif any) Average Monthly Compensation multiplied determined by the Board, in its absolute discretion; and (iii) with respect to any bonus or other incentive payable based on the achievement of performance targets or milestones, if the performance target or milestone: (A) has been met on or before the Date of Termination, the amount of that bonus or incentive; or (B) has not been met on or before the Date of Termination, the amount (if any) determined by the Board to be fair in all the circumstances; (iv) any accrued vacation pay, in each case to the extent not theretofore paid; (b) Twenty-Four (24), which amount the Company shall be in lieu of any other severance benefits that also pay to Executive the Executive might otherwise have been entitled to under any other plan, practice, arrangement or agreement Executive’s monthly base salary until the earlier of the Company. In addition, for a period of twenty-four date that is six months following the effective Date of Termination or the date of upon which the termination Executive obtains new full time employment (the “Severance Period”) (provided that the Executive continues to comply with those provisions of this Agreement which survive termination). This provision shall only apply to a termination after May 1, 2010; (c) the Company may continue to provide to shall maintain in effect during the ExecutiveSeverance Period, at its sole expense, all group insurance (including life, health, accident and disability insurance) and, to the extent practicablepermitted by applicable law, the benefits described all other employee benefit plans, programs or arrangements in Section 4.3; provided, however, that in lieu of providing health benefits, the Company shall pay which the Executive an amount equal to was participating at any time during the difference between six (x6) 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 month period preceding such termination. During the Severance Period or if the period during Company is unable to maintain the health insurance plan in which the Executive and his eligible dependents are entitled to COBRA health continuation coverage from the Company and (y) the amount for which was participating or provide the Executive would have been responsible to pay coverage under the health benefit plans in effect for insurance plan because the Executive immediately prior to his termination. To is ineligible for coverage under 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”)terms thereof, the Executive shall be eligible to receive continued group health plan benefits to the Total Payments unless extent authorized by and consistent with 29 U.S.C. § 1161 et seq. (COBRA), with the (a) after-tax amount that would be retained by cost of the Executive (after taking into account all federal, state and local income taxes payable regular premium for such benefits shared in the same relative proportion by the Executive and the amount Company as in effect on the date of any excise taxes payable termination. In all cases, provision of benefits hereunder shall continue only so long as the Executive continues to comply with and not breach the terms of this Agreement and in the event of such noncompliance or breach, all benefits (except as required by law) shall immediately be terminated; and (d) Any non-vested stock options or restricted stock in the Company held by the Executive pursuant or in a trust established by the Executive for the benefit of his spouse, children or heirs, and whose milestone or performance target (if any) was achieved or satisfied on or before the Date of Termination, will continue to Section 4999 vest according to its applicable vesting schedule during the Severance Period but only so long as the Executive continues to comply with and not breach the terms of this Agreement and in the Code (event of such noncompliance or breach, all then unvested stock options and restricted stock shall immediately lapse and be terminated. 5.2 If, during the “Excise Taxes”)) term of this Agreement, the Company shall terminate the Executive’s employment for Cause, the Executive shall terminate his employment other than for Good Reason or if the Executive were to receive dies or suffers a Disability (as defined in clause 3.11)) during 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 federalterm, 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 Paymentsthen, the Executive shall be entitled to determine which receive from the Company only such portion of the Total Paymentsbase salary and vacation pay as is accrued and unpaid through the date of such termination. All then unvested stock options and unvested restricted stock of the Executive will immediately lapse and be forfeited. 5.3 If: (i) the Executive is involuntarily terminated by the Company (or its successor entity) other than for Cause; or (ii) the Executive voluntarily terminates his employment with the Company (or its successor entity) for Good Reason, in either case either within the two (2) months immediately preceding a Change in Control or in the six (6) months immediately following a Change in Control (either constituting a “Change in Control Termination”), the Executive shall be entitled to the following severance benefits: (i) the equivalent of twelve (12) months of his base salary as in effect immediately prior to the Change in Control Termination date, subject to employment tax withholdings and deductions, payable in a lump sum on the first regularly scheduled payroll date following the Change in Control Termination date; (ii) for a period of six (6) months following a Change in Control Termination, the Company shall also reimburse the Executive for the cost of COBRA premiums to be paid in order for the Executive to maintain medical insurance coverage that is substantially equivalent to that which the Executive received immediately prior to the termination provided, however, that the Company’s obligation to pay Executive’s COBRA premiums will cease immediately in the event Executive becomes eligible for group health insurance during the six (6) month period, and the relative portions of each, are Executive hereby agrees to promptly notify the Company if he becomes eligible to be reducedcovered by group health insurance in such event; and (iii) the Company will vest the equivalent of seventy-five percent (75%) of the Executive’s then unvested options to purchase shares of Company’s Common Stock and such vesting shall occur upon the occurrence of the Change in Control in the case of a Change in Control Termination occurring prior to the Change in Control or upon termination in the case of a Change in Control Termination occurring after the Change in Control. All other terms and conditions set forth in the options, the Company’s stock plan, and the applicable stock option agreements shall remain in full force and effect. 5.4 For purposes of this Agreement, “Change in Control” means (A) any merger or consolidation of the Company with or into another entity, other than a merger or consolidation in which the stockholders of the Company immediately before the transaction will own immediately thereafter, directly or indirectly, securities having a majority in ordinary voting power of the outstanding securities of the surviving or resulting entity, (B) any sale by the Company of all or substantially all of its assets, other than a sale of assets in which the stockholders of the Company immediately before the transaction will own immediately thereafter, directly or indirectly, securities having a majority in ordinary voting power of the outstanding securities of the acquiror of the Company’s assets, or (C) any sale or other transfer of shares of stock by one or more stockholders of the Company as a result of which any one transferee, together with the transferee’s affiliates, will become in a transaction or series of related transactions the owner of a majority of the ordinary voting power of the Company’s outstanding stock; provided, however, that any new issuance of capital stock of the Company to one or more third parties (including any recognised venture capital investors investing on terms that are within normal practices for such investors) for the main purpose of providing new funding for the Company or in connection with a joint venture or other documented business alliance with any such third party shall not constitute a Change in Control.