Common use of Termination Without Cause or Constructive Termination Without Cause Clause in Contracts

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive’s employment is terminated without Cause, other than due to disability or death, there is a Constructive Termination without Cause, the Executive shall be entitled to be paid by the Employer: (a) the Base Salary through the date of termination; (b) the cash portion of all declared but unpaid Bonus through the date of termination; (c) all reimbursable business expenses incurred by the Executive through the date of termination; (d) the Employer additionally shall cause any Equity Awards that previously were issued by the Employer or any of the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination to be issued and fully vested; (e) the cash equivalent of the Base Salary, at the rate in effect on the date of termination (or in the event a Base Salary reduction is the basis for a Constructive Termination without Cause, the Base Salary in effect immediately prior to such a reduction) for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (the “Salary Payment”), with the pro rata equivalent of such amount payable from the Employer to the Executive on the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below); (f) for each partial or full year remaining in the then unexpired Employment Agreement Term, a cash bonus in full and complete satisfaction of any form of cash bonus or cash incentive compensation amounts equal to the average of all Bonuses paid by the Employer to the Executive during the Term prior to termination, provided, however, that if no Bonus has been paid prior to termination, the amount shall be $100,000 (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary of this Agreement for the remainder of the Employment Agreement Term; provided that, the Employer shall pay to him the present value of the aggregate Base Bonus Amount in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate of seventy-five percent of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below); (g) all benefits provided in Section 9 for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (except that if providing any such benefit under the terms of a plan is not permissible under the terms of the plan or would cause an adverse tax effect, the Employer shall reimburse the Executive’s expenses incurred in obtaining similar coverage on his own with such reimbursement being paid no later than the end of the calendar year such expenses are incurred by Executive); and (h) the Executive shall have no further obligation or liability to the Employer in connection with his performance of this Agreement (except the continuing obligations specified in Section 11 hereof).

Termination Without Cause or Constructive Termination Without Cause. In The Employer may terminate the event Employee’s employment at any time without Cause, provided that it gives written notice of termination at least ninety (90) days before the Executivedate of such termination. If the Employee’s employment is terminated without Cause, other than due to disability or death, if there is a Constructive Termination constructive termination without Cause, as defined below, the Employee shall be entitled to receive from the Employer the following: (i) payment of any unpaid portion of his base salary through the end of the Initial Term or any extension thereof granted prior to such termination; (ii) reimbursement for any outstanding reasonable business expenses he incurred in performing his duties hereunder; (iii) the right to elect continuation coverage of insurance benefits to the extent required by law; (iv) full and immediate vesting of any unexercised stock options or restricted stock grants; (v) payment of any accrued but unpaid benefits, and any other rights, as required by the terms of any employee benefit plan or program of the Employer, this Agreement, or any other agreement between the Employer and the Employee; (vi) payment of amounts equal to any premiums for health insurance continuation coverage under any the Employer health plans that is elected by the Employee or his beneficiaries pursuant to Section 4980B of the Internal Revenue Code, at a time or times mutually agreed to by the parties, but only so long as the Employee is not eligible for coverage under a health plan of another employer (whether or not he elects to receive coverage under that plan); and For purposes of this Agreement, constructive termination without Cause shall mean a termination of the Employee at his own initiative following the occurrence, without the Employee’s prior written consent, of one or more of the following events not on account of Cause: (1) a material reduction in the Employee’s then current base salary; (2) a material diminution in the Employee’s authority, duties, or responsibilities; (3) a material diminution in the budget over which the Employee retains authority; (4) a material change in the geographic location at which the Employee must perform the services hereunder; or (5) Any other action or inaction which constitutes a material breach by the Employer of this Agreement. In the event the Employee is terminated without Cause or there is a constructive termination without Cause, the Executive Employee shall be entitled to be paid by the Employer: (a) the Base Salary through the date of termination; (b) the cash portion of all declared but unpaid Bonus through the date of termination; (c) all reimbursable business expenses incurred by the Executive through the date of termination; (d) provide the Employer additionally shall cause any Equity Awards that previously were issued by the Employer or any with written notice within ninety (90) days of the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive event and not so issued through the date of termination to be issued and fully vested; (e) the cash equivalent of the Base Salary, at the rate in effect on the date of termination (or in the event a Base Salary reduction is the basis for a Constructive Termination without Cause, the Base Salary in effect immediately prior to such a reduction) for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (the “Salary Payment”), with the pro rata equivalent of such amount payable from the Employer to the Executive on the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below); (f) for each partial or full year remaining in the then unexpired Employment Agreement Term, a cash bonus in full and complete satisfaction of any form of cash bonus or cash incentive compensation amounts equal to the average of all Bonuses paid by the Employer to the Executive during the Term prior to termination, provided, however, that if no Bonus has been paid prior to termination, the amount shall be $100,000 (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary of this Agreement for the remainder of the Employment Agreement Term; provided that, the Employer shall pay to him the present value of the aggregate Base Bonus Amount in a lump sum within have thirty (30) days of to cure the effective date of such termination (using as the discount rate of seventy-five percent of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below); (g) all benefits provided in Section 9 for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (except that if providing any such benefit under the terms of a plan is not permissible under the terms of the plan or would cause an adverse tax effect, the Employer shall reimburse the Executive’s expenses incurred in obtaining similar coverage on his own with such reimbursement being paid no later than the end of the calendar year such expenses are incurred by Executive); and (h) the Executive shall have no further obligation or liability to the Employer in connection with his performance of this Agreement (except the continuing obligations specified in Section 11 hereof)default.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive’s 's employment is terminated without Cause, other than due to disability or death, or in the event there is a Constructive Termination without Cause, the Executive shall be entitled to be paid by the Employer: (a) the Base Salary through the date of termination; (b) the cash portion of all declared but unpaid Bonus through the date of termination; (c) all reimbursable business expenses incurred by the Executive through the date of termination; (d) the Employer additionally shall cause any Equity Awards that previously were issued by the Employer or any of the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination to be issued and fully vested; (e) the cash equivalent of the Base Salary, at the rate in effect on the date of termination (or in the event a Base Salary reduction is the basis for a Constructive Termination without Cause, the Base Salary in effect immediately prior to such a reduction) for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (the “"Salary Payment”"), with the pro rata equivalent of such amount payable from the Employer to the Executive on the Employer’s 's ordinary paydays, but not less frequently than once per month (or such later date as may be necessary month; or, at the Executive's option, the Employer shall pay to avoid any adverse tax consequences under Section 409A him the present value of the Internal Revenue Code Salary Payment in a lump sum within thirty (30) days of the effective date of such termination (using as described the discount rate seventy-five percent of the prime rate (as published by The Wall Street Journal) on the first business day of the month in Section 12.8 belowwhich such termination occurs); (fc) for each partial or full year remaining in the then unexpired Employment Agreement Term, a cash bonus in full and complete satisfaction of any form of cash bonus or cash incentive compensation amounts equal to the average of all Bonuses paid by the Employer to the Executive during the Term prior to termination, provided, however, that if no Bonus has been paid prior to termination, the amount shall be $100,000 (the “"Base Bonus Amount”"). The Base Bonus Amount shall be payable in full on each anniversary of this Agreement agreement for the remainder of the Employment Agreement Term; provided that, at the Executive's option, the Employer shall pay to him the present value of the aggregate Base Bonus Amount Amounts in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate of seventy-five percent of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below); (gd) all benefits provided in Section Sections 8 and 9 for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (except that if providing any such benefit under the terms of a plan is not permissible under the terms of the plan or would cause an adverse tax effect, the Employer shall reimburse may provide the Executive’s expenses incurred in obtaining similar coverage on his own Executive with such reimbursement being paid no later than equivalent cash payments outside of the plan) until the end of the calendar year such expenses are incurred Employment Agreement Term, with no additional cost or charge payable by the Executive); and (he) in the event payment becomes due to the Executive as provided in Sections 12.5(b) or (c), the Executive's election to receive either the Salary Payment or the Base Bonus Amount in a lump sum shall have no further obligation or liability not preclude the Executive's election to receive the Employer in connection with his performance of this Agreement (except the continuing obligations specified in Section 11 hereof)other payment(s) over time.

Termination Without Cause or Constructive Termination Without Cause. In The Employer may terminate the event Employee’s employment at any time without Cause, provided that it gives written notice of termination at least ninety (90) days before the Executivedate of such termination. If the Employee’s employment is terminated without Cause, other than due to disability or death, if there is a Constructive Termination constructive termination without Cause, as defined below, the Executive Employee shall be entitled to be paid by receive from the EmployerEmployer the following: (ai) the Base Salary payment of any unpaid portion of his base salary through the date end of termination; (b) the cash portion of all declared but unpaid Bonus through the date of termination; (c) all reimbursable business expenses incurred by the Executive through the date of termination; (d) the Employer additionally shall cause any Equity Awards that previously were issued by the Employer Initial Term or any of the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination to be issued and fully vested; (e) the cash equivalent of the Base Salary, at the rate in effect on the date of termination (or in the event a Base Salary reduction is the basis for a Constructive Termination without Cause, the Base Salary in effect immediately extension thereof granted prior to such a reduction) for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (the “Salary Payment”), with the pro rata equivalent of such amount payable from the Employer to the Executive on the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below); (f) for each partial or full year remaining in the then unexpired Employment Agreement Term, a cash bonus in full and complete satisfaction of any form of cash bonus or cash incentive compensation amounts equal to the average of all Bonuses paid by the Employer to the Executive during the Term prior to termination, provided, however, that if no Bonus has been paid prior to termination, the amount which payment shall be $100,000 (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary of this Agreement for the remainder of the Employment Agreement Term; provided that, the Employer shall pay to him the present value of the aggregate Base Bonus Amount in a lump sum paid within thirty (30) days following termination under this provision; (ii) reimbursement for any outstanding reasonable business expenses he incurred in performing his duties hereunder; (iii) the right to elect continuation coverage of insurance benefits to the extent required by law; (iv) full and immediate vesting of any unexercised stock options or restricted stock grants; (v) payment of any accrued but unpaid benefits, and any other rights, as required by the terms of any employee benefit plan or program of the effective date Employer, this Agreement, or any other agreement between the Employer and the Employee; (vi) payment of such termination (using as amounts equal to any premiums for health insurance continuation coverage under any the discount rate of seventy-five percent of Employer health plans that is elected by the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs) (Employee or such later date as may be necessary his beneficiaries pursuant to avoid any adverse tax consequences under Section 409A 4980B of the Internal Revenue Code Code, at a time or times mutually agreed to by the parties, but only so long as described the Employee is not eligible for coverage under a health plan of another employer (whether or not he elects to receive coverage under that plan); and For purposes of this Agreement, constructive termination without Cause shall mean a termination of the Employee at his own initiative following the occurrence, without the Employee’s prior written consent, of one or more of the following events not on account of Cause: (1) a material reduction in Section 12.8 below)the Employee’s then current base salary; (g2) all benefits provided a material diminution in Section 9 for the lesser of (i) three Employee’s authority, duties, or responsibilities; (3) years a material diminution in the budget over which the Employee retains authority; (4) a material change in the geographic location at which the Employee must perform the services hereunder; or (5) Any other action or inaction which constitutes a material breach by the Employer of this Agreement. In the event the Employee is constructively terminated as provided in this Section 6(d), the Employee shall provide the Employer with thirty (ii30) the remaining portion days’ prior written notice of the Employment Agreement Term following such termination (except that if providing any such benefit under and the terms of a plan is not permissible under facts and circumstances, in reasonable detail, determined by the terms of Employee to evidence the plan or would cause an adverse tax effect, the Employer shall reimburse the Executive’s expenses incurred in obtaining similar coverage on his own with such reimbursement being paid no later than the end of the calendar year such expenses are incurred by Executive); and (h) the Executive shall have no further obligation or liability to the Employer in connection with his performance of this Agreement (except the continuing obligations specified in Section 11 hereof)constructive termination.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive’s employment is terminated without Cause, other than due to disability or death, or in the event there is a Constructive Termination without Cause, the Executive shall be entitled to be paid by the Employer: (a) the Base Salary through the date of termination, with payment made as soon as practicable but no later than two and one-half months following such termination date; (b) a lump sum, paid as soon as practicable but not later than two and one-half months following such termination date, equal to the cash portion of all declared but unpaid Bonus through present value (calculated using as the date of termination; (c) all reimbursable business expenses incurred by the Executive through the date of termination; (d) the Employer additionally shall cause any Equity Awards that previously were issued by the Employer or any discount rate seventy-five percent of the Participating Subsidiaries to prime rate (as published by The Wall Street Journal) on the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any first business day of the Participating Subsidiaries to the Executive and not so issued through the date month in which such termination occurs) of termination to be issued and fully vested; (e) the cash equivalent of the Base Salary, at the rate in effect on the date of termination (or in the event a Base Salary reduction is the basis for a Constructive Termination without Cause, the Base Salary in effect immediately prior to such a reduction) for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (the “Salary Payment”), with the pro rata equivalent of such amount payable from the Employer to the Executive on the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below); (fc) a lump sum, paid as soon as practicable but not later than two and one-half months following such termination date, equal to the present value (using as the discount rate of seventy-five percent of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs), for each partial or full year remaining in the then unexpired Employment Agreement Term, a cash bonus in full and complete satisfaction of any form of cash bonus or cash incentive compensation amounts equal to the average of all Bonuses paid by the Employer to the Executive during the Term prior to termination, provided, however, that if no Bonus has been paid prior to termination, the amount shall be $100,000 (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary of this Agreement for the remainder of the Employment Agreement Term; provided that, the Employer shall pay to him the present value of the aggregate Base Bonus Amount in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate of seventy-five percent of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below); (gd) all benefits provided in Section Sections 8 and 9 for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (except that if providing any such benefit under the terms of a plan is not permissible under the terms of the plan or would cause an adverse tax effect, the Employer shall reimburse may provide the Executive with equivalent cash payments outside of the plan at the same time the benefits would otherwise have been taxable to the Executive’s expenses incurred in obtaining similar coverage on his own with such reimbursement being paid no later than ) until the end of the calendar year such expenses are incurred Employment Agreement Term, with no additional cost or charge payable by the Executive); and (h) the Executive shall have no further obligation or liability to the Employer in connection with his performance of this Agreement (except the continuing obligations specified in Section 11 hereof).

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive’s 's employment is terminated by the Company without Cause, other than due to disability his Disability or death, there or is terminated by the Executive due to a Constructive Termination without Without Cause, the Executive shall be entitled to be paid by the Employerto: (ai) the Base Salary through the date of termination of the Executive's employment; (ii) the Bonus for the year in which such termination occurs in an amount equal to the Bonus that would have been payable to the Executive with respect to such year had such termination not occurred, multiplied (in the event such termination occurs before June 30 of such year) by a fraction, the numerator of which shall be the number of days elapsed during such year prior to the date of such termination and the denominator of which shall be 181, payable immediately; (iii) an amount equal to the product obtained by multiplying three times the aggregate amount paid or payable to the Executive as Base Salary and Bonus with respect to the calendar year immediately preceding the year in which such termination occurs, payable in one lump sum within ten Business Days after such termination; (ba) all Restricted Shares with respect to which the cash portion of all declared but unpaid Bonus through Restriction Period had expired prior to the date of termination and all Restricted Shares as to which the Restriction Period under Section 9(c) hereof has not yet expired (as to which the restriction shall then automatically expire), and (b) such Additional Restricted Shares as the Committee in its discretion has theretofore granted to the Executive (as to which all restriction periods related thereto shall then automatically terminate); (v) exercise any stock option to the extent exercisable at the date of his termination without Cause or Constructive Termination Without Cause, for a period of 90 days after such termination; (cvi) all reimbursable business expenses incurred by the Executive through the date of terminationany amounts earned, accrued or owing but not yet paid under Sections 4, 5 or 6 above; (dvii) the Employer additionally shall cause any Equity Awards that previously were issued by the Employer or any of the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination to be issued and fully vested; (e) the cash equivalent of the Base Salary, continued participation at the rate Company's expense in effect medical, dental and hospitalization insurance coverage and in all other employee benefit plans and programs in which he was participating on the date of termination (or in the event a Base Salary reduction is the basis of his employment for a Constructive Termination without Cause, period equal to of the Base Salary in effect immediately prior to such a reduction) for the lesser longest of (ix) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (the “Salary Payment”), with the pro rata equivalent of such amount payable 6 months from the Employer to the Executive on the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below); (f) for each partial or full year remaining in the then unexpired Employment Agreement Term, a cash bonus in full and complete satisfaction of any form of cash bonus or cash incentive compensation amounts equal to the average of all Bonuses paid by the Employer to the Executive during the Term prior to termination, provided, however, that if no Bonus has been paid prior to termination, the amount shall be $100,000 (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary of this Agreement for the remainder of the Employment Agreement Term; provided that, the Employer shall pay to him the present value of the aggregate Base Bonus Amount in a lump sum within thirty (30) days of the effective date of such termination termination, (using as y) the discount rate of seventy-five percent minimum period prescribed by applicable law or (z) the period set forth in the applicable plan or program of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below); (g) all benefits provided in Section 9 for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (except that if providing any such benefit under the terms of a plan is not permissible under the terms of the plan or would cause an adverse tax effect, the Employer shall reimburse the Executive’s expenses incurred in obtaining similar coverage on his own with such reimbursement being paid no later than the end of the calendar year such expenses are incurred by Executive)Company; and (hviii) other or additional benefits in accordance with applicable plans and programs of the Executive shall have no further obligation or liability to the Employer in connection with his performance of this Agreement (except the continuing obligations specified in Section 11 hereof)Company.

Termination Without Cause or Constructive Termination Without Cause. In The Employer may terminate the event Employee’s employment at any time without Cause, provided that it gives written notice of termination at least ninety (90) days before the Executivedate of such termination. If the Employee’s employment is terminated without Cause, other than due to disability or death, if there is a Constructive Termination constructive termination without Cause, as defined below, the Executive Employee shall be entitled to be paid by receive from the EmployerEmployer the following: (ai) the Base Salary payment of any unpaid portion of his base salary through the date of such termination; (bii) the cash portion of all declared but unpaid Bonus through the date of terminationreimbursement for any outstanding reasonable business expenses he incurred in performing his duties hereunder; (ciii) all reimbursable business expenses incurred the right to elect continuation coverage of insurance benefits to the extent required by the Executive through the date of terminationlaw; (div) the Employer additionally shall cause full and immediate vesting of any Equity Awards that previously were issued by the Employer unexercised stock options or any of the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination to be issued and fully vestedrestricted stock grants; (ev) payment of any accrued but unpaid benefits, and any other rights, as required by the cash equivalent terms of any employee benefit plan or program of the Base SalaryEmployer, this Agreement, or any other agreement between the Employer and the Employee; (vi) payment of amounts equal to any premiums for health insurance continuation coverage under any the Employer health plans that is elected by the Employee or his beneficiaries pursuant to Section 4980B of the Internal Revenue Code, at a time or times mutually agreed to by the rate parties, but only so long as the Employee is not eligible for coverage under a health plan of another employer (whether or not he elects to receive coverage under that plan); and (vii) subject to limitations set forth below, a severance benefit in effect on the date of termination (or in the event a Base Salary reduction is the basis for a Constructive Termination without Cause, the Base Salary in effect immediately prior an amount equal to such a reduction) for the lesser of (i) three (3) years times the Initial Base Salary if such termination occurs on or before August 31, 2011, and one and one-half (ii1½) times the largest annual base salary plus the largest annual performance compensation pursuant to Section 5(b) hereof received by Employee under the Agreement if such termination occurs after August 31, 2011, but only if (x) Employee executes an agreement releasing the Employer from any further liability under this Agreement, (y) the remaining portion of period for revoking such release has expired, and (z) Employee has not materially breached the Employment Agreement Term following such termination (the “Salary Payment”), with the pro rata equivalent of such amount payable from the Employer to the Executive on the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below); (f) for each partial or full year remaining in the then unexpired Employment Agreement Term, a cash bonus in full and complete satisfaction of any form of cash bonus or cash incentive compensation amounts equal to the average of all Bonuses paid by the Employer to the Executive during the Term prior to termination, provided, however, that if no Bonus has been paid prior to termination, the amount Confidential Information Agreement. The Employee shall be $100,000 (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary of this Agreement for the remainder of the Employment Agreement Term; provided that, deemed to have earned and the Employer shall pay to him the present value Employee 75% of the aggregate Base Bonus Amount total severance benefit in a lump sum Section 6(d)(vii) above within thirty (30) days after all of the effective date of such termination (using as the discount rate of seventy-five percent applicable conditions are satisfied. The remaining 25% of the prime rate severance benefit will be deemed earned by Employee, and the Employer shall pay to Employee such remaining 25% of the severance benefit within thirty (as published by The Wall Street Journal30) for days following the first business day anniversary of the month Employee’s termination date unless the Employee materially breaches the Confidential Information Agreement during the one year period following the Employee’s termination date, in which case such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A remaining 25% of the Internal Revenue Code as described severance benefit will be deemed unearned and will not be paid. All severance benefits paid to the Employee shall be paid subject to all legally required payroll deductions and withholdings for sums owed by the Employer to the Employee. For purposes of this Agreement, constructive termination without Cause shall mean a termination of the Employee at his own initiative following the occurrence, without the Employee’s prior written consent, of one or more of the following events not on account of Cause: (1) a material reduction in Section 12.8 below)the Employee’s then current base salary; (g2) all benefits provided a material diminution in Section 9 for the lesser of (i) three Employee’s authority, duties, or responsibilities; (3) years a material diminution in the budget over which the Employee retains authority; (4) a material change in the geographic location at which the Employee must perform the services hereunder; or (5) any other action or inaction which constitutes a material breach by the Employer of this Agreement. In the event the Employee is terminated without Cause or there is a constructive termination without Cause, the Employee shall provide the Employer with written notice within ninety (ii90) the remaining portion days of the Employment Agreement Term following such termination (except that if providing any such benefit under the terms of a plan is not permissible under the terms of the plan or would cause an adverse tax effect, event and the Employer shall reimburse have thirty (30) days to cure the Executive’s expenses incurred in obtaining similar coverage on his own with such reimbursement being paid no later than the end of the calendar year such expenses are incurred by Executive); and (h) the Executive shall have no further obligation or liability to the Employer in connection with his performance of this Agreement (except the continuing obligations specified in Section 11 hereof)default.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive’s employment is terminated without Cause, other than due to disability or death, there is a Constructive Termination without Cause, the Executive shall be entitled to be paid by the Employer: (a) the Base Salary through the date of termination; (b) the cash portion of all declared but unpaid Bonus through the date of termination; (c) all reimbursable business expenses incurred by the Executive through the date of termination; (d) the Employer additionally shall cause any Equity Awards that previously were issued by the Employer or any of the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination to be issued and fully vested; (e) the cash equivalent of the Base Salary, at the rate in effect on the date of termination (or in the event a Base Salary reduction is the basis for a Constructive Termination without Cause, the Base Salary in effect immediately prior to such a reduction) for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (the “Salary Payment”), with the pro rata equivalent of such amount payable from the Employer to the Executive on the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below); (f) for each partial or full year remaining in the then unexpired Employment Agreement Term, a cash bonus in full and complete satisfaction of any form of cash bonus or cash incentive compensation amounts equal to the average of all Bonuses paid by the Employer to the Executive during the Term prior to termination, provided, however, that if no Bonus has been paid prior to termination, the amount shall be $100,000 (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary of this Agreement for the remainder of the Employment Agreement Term; provided that, the Employer shall pay to him the present value of the aggregate Base Bonus Amount in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate of seventy-five percent of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below); (g) all benefits provided in Section 9 for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (except that if providing any such benefit under the terms of a plan is not permissible under the terms of the plan or would cause an adverse tax effect, the Employer shall reimburse the Executive’s expenses incurred in obtaining similar coverage on his own with such reimbursement being paid no later than the end of the calendar year such expenses are incurred by Executive); and (h) the Executive shall have no further obligation or liability to the Employer in connection with his performance of this Agreement (except the continuing obligations specified in Section Sections 11 and 14 hereof).

Termination Without Cause or Constructive Termination Without Cause. In The Employer may terminate the event Employee’s employment at any time without Cause, provided that it gives written notice of termination at least ninety (90) days before the Executivedate of such termination. If the Employee’s employment is terminated without Cause, other than due to disability or death, if there is a Constructive Termination constructive termination without Cause, as defined below, the Employee shall be entitled to receive from the Employer the following: (i) payment of any unpaid portion of his base salary through the date of such termination; (ii) reimbursement for any outstanding reasonable business expenses he incurred in performing his duties hereunder; (iii) the right to elect continuation coverage of insurance benefits to the extent required by law; (iv) full and immediate vesting of any unexercised stock options or restricted stock grants; (v) payment of any accrued but unpaid benefits, and any other rights, as required by the terms of any employee benefit plan or program of the Employer, this Agreement, or any other agreement between the Employer and the Employee; (vi) payment of amounts equal to any premiums for health insurance continuation coverage under any the Employer health plans that is elected by the Employee or his beneficiaries pursuant to Section 4980B of the Internal Revenue Code, at a time or times mutually agreed to by the parties, but only so long as the Employee is not eligible for coverage under a health plan of another employer (whether or not he elects to receive coverage under that plan); and (vii) subject to limitations set forth below, a severance benefit in an amount equal to two (2) times the largest annual base salary received by Employee under the Agreement if such termination occurs on or before one year from the effective date, and one (1) times the largest annual base salary received by Employee under the Agreement if such termination occurs thereafter, but only if (x) Employee executes an agreement releasing the Employer from any further liability under this Agreement, (y) the period for revoking such release has expired, and (z) Employee has not materially breached the Confidential Information Agreement. For purposes of this Agreement, constructive termination without Cause shall mean a termination of the Employee at his own initiative following the occurrence, without the Employee’s prior written consent, of one or more of the following events not on account of Cause: (1) a material reduction in the Employee’s then current base salary; (2) a material diminution in the Employee’s authority, duties, or responsibilities; (3) a material diminution in the budget over which the Employee retains authority; (4) a material change in the geographic location at which the Employee must perform the services hereunder; or (5) Any other action or inaction which constitutes a material breach by the Employer of this Agreement. In the event the Employee is terminated without Cause or there is a constructive termination without Cause, the Executive Employee shall be entitled to be paid by the Employer: (a) the Base Salary through the date of termination; (b) the cash portion of all declared but unpaid Bonus through the date of termination; (c) all reimbursable business expenses incurred by the Executive through the date of termination; (d) provide the Employer additionally shall cause any Equity Awards that previously were issued by the Employer or any with written notice within ninety (90) days of the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive event and not so issued through the date of termination to be issued and fully vested; (e) the cash equivalent of the Base Salary, at the rate in effect on the date of termination (or in the event a Base Salary reduction is the basis for a Constructive Termination without Cause, the Base Salary in effect immediately prior to such a reduction) for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (the “Salary Payment”), with the pro rata equivalent of such amount payable from the Employer to the Executive on the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below); (f) for each partial or full year remaining in the then unexpired Employment Agreement Term, a cash bonus in full and complete satisfaction of any form of cash bonus or cash incentive compensation amounts equal to the average of all Bonuses paid by the Employer to the Executive during the Term prior to termination, provided, however, that if no Bonus has been paid prior to termination, the amount shall be $100,000 (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary of this Agreement for the remainder of the Employment Agreement Term; provided that, the Employer shall pay to him the present value of the aggregate Base Bonus Amount in a lump sum within have thirty (30) days of to cure the effective date of such termination (using as the discount rate of seventy-five percent of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below); (g) all benefits provided in Section 9 for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (except that if providing any such benefit under the terms of a plan is not permissible under the terms of the plan or would cause an adverse tax effect, the Employer shall reimburse the Executive’s expenses incurred in obtaining similar coverage on his own with such reimbursement being paid no later than the end of the calendar year such expenses are incurred by Executive); and (h) the Executive shall have no further obligation or liability to the Employer in connection with his performance of this Agreement (except the continuing obligations specified in Section 11 hereof)default.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive’s 's employment with the Company is terminated without CauseCause (which termination shall be effective as of the date specified by the Company in a written notice to the Executive), other than due to disability death or deathDisability, or in the event there is a Constructive Termination without CauseWithout Cause (as defined below), the Executive shall be entitled to be paid by the Employerand his sole remedies under this Agreement shall be: (ai) the Base Salary through the date of terminationtermination of the Executive's employment, which shall be paid in a single lump sum not later than 15 days following the Executive's termination of employment; (bii) the cash portion of all declared but unpaid Bonus through the date of termination; (c) all reimbursable business expenses incurred by the Executive through the date of termination; (d) the Employer additionally shall cause any Equity Awards that previously were issued by the Employer or any of the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination to be issued and fully vested; (e) the cash equivalent of the Base Salary, at the annualized rate in effect on the date of termination (or in of the event a Base Salary reduction is the basis Executive's employment for a Constructive Termination without Cause, period of two years after the Base Salary in effect immediately prior to such a reduction) for the lesser termination of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination employment (the “Salary Payment”), "Severance Period") payable in accordance with the pro rata equivalent of such amount payable from the Employer to the Executive on the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below)Company's standard payroll practices; (fiii) for each partial or full year remaining in the then unexpired Employment Agreement Term, a cash bonus in full and complete satisfaction balance of any form bonus awarded and earned but not paid at the time of cash bonus or cash incentive compensation amounts equal to termination, which shall be paid in a single lump sum not later than 45 days following the average date of termination; (iv) immediate vesting of all Bonuses paid by the Employer stock options which are unvested but scheduled to the Executive vest during the Term prior to terminationSeverance Period, provided, however, that if no Bonus has been paid prior to termination, all of which will be exercisable during the amount shall be $100,000 (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary of this Agreement Severance Period or for the remainder of the Employment Agreement Term; provided thatexercise period, the Employer shall pay to him the present value of the aggregate Base Bonus Amount in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate of seventy-five percent of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below)if less; (gv) continued participation in all benefits provided in Section 9 for medical, health and life insurance plans at the lesser of (i) three (3) years or (ii) same benefit level at which he was participating on the remaining portion date of the Employment Agreement Term following such termination of his employment until the earlier of: (except that if providing any such benefit under the terms of a plan is not permissible under the terms of the plan or would cause an adverse tax effect, the Employer shall reimburse the Executive’s expenses incurred in obtaining similar coverage on his own with such reimbursement being paid no later than A) the end of the calendar year Severance Period; or (B) the date, or dates, he receives equivalent coverage and benefits under the plans and programs of a subsequent employer (such expenses are coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); provided that (1) if the Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause (vi), he shall receive cash payments equal on an after-tax basis to the cost to him of obtaining the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (vi), (2) such cost shall be deemed to be the lowest reasonable cost that would be incurred by Executive)the Executive in obtaining such benefit himself on an individual basis, and (3) payment of such amounts shall be made quarterly in advance; and (hvi) other or additional benefits then due or earned in accordance with applicable plans and programs of the Executive shall have no further obligation or liability to the Employer in connection with his performance of this Agreement (except the continuing obligations specified in Section 11 hereof)Company.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive’s employment is terminated by the Company without Cause, other than due to disability his Disability or death, there or is terminated by the Executive due to a Constructive Termination without Without Cause, the Executive shall be entitled to be paid by the Employerto: (ai) the Base Salary through the date of termination; (b) the cash portion of all declared but unpaid Bonus through the date of termination; (c) all reimbursable business expenses incurred by the Executive through the date of termination; (d) the Employer additionally shall cause any Equity Awards that previously were issued by the Employer or any of the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued then in effect through the date of termination to be issued and fully vestedof the Executive’s employment; (eii) a Bonus for the year in which such termination occurs in an amount equal to the Bonus that would have been payable to the Executive with respect to such year had such termination not occurred, multiplied (in the event such termination occurs before June 30 of such year) by a fraction, the numerator of which shall be the number of days elapsed during such year prior to the date of such termination and the denominator of which shall be 181, payable immediately; (iii) an aggregate amount equal to the sum of (x) the cash equivalent product obtained by multiplying three times the amount paid or payable to the Executive as Base Salary with respect to the calendar year immediately preceding the year in which such termination occurs plus (y) the product obtained by multiplying three times the greater of (A) the amount paid or payable as Bonus with respect to the calendar year immediately preceding the year in which such termination occurs and (B) the numerical average of the Base Salary, amounts paid or payable as Bonus with respect to such calendar year and the two preceding calendar years; which aggregate amount shall be payable in one lump sum within ten Business Days after such termination; (iv) all Restricted Shares with respect to which the Restriction Period had expired prior to the date of termination and all Restricted Shares (including all Additional Restricted Shares not issued as of the date of termination) as to which the Restriction Period under Section 9(c) hereof has not yet expired (as to which the Restriction Period shall then automatically and immediately expire); (v) all Options not granted as of the date of termination and all Options (which shall vest automatically as of the date of termination) and any other stock options to the extent exercisable at the rate date of his termination without Cause or Constructive Termination Without Cause, shall be exercisable for a period of 90 days after such termination; (vi) any amounts earned, accrued or owing but not yet paid under Sections 4, 5 or 6 above; (vii) continued participation at the Company’s expense in effect medical, dental and hospitalization insurance coverage and in all other employee benefit plans and programs in which he was participating on the date of termination (or in the event a Base Salary reduction is the basis of his employment for a Constructive Termination without Cause, period equal to of the Base Salary in effect immediately prior to such a reduction) for the lesser longest of (ix) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (the “Salary Payment”), with the pro rata equivalent of such amount payable 6 months from the Employer to the Executive on the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below); (f) for each partial or full year remaining in the then unexpired Employment Agreement Term, a cash bonus in full and complete satisfaction of any form of cash bonus or cash incentive compensation amounts equal to the average of all Bonuses paid by the Employer to the Executive during the Term prior to termination, provided, however, that if no Bonus has been paid prior to termination, the amount shall be $100,000 (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary of this Agreement for the remainder of the Employment Agreement Term; provided that, the Employer shall pay to him the present value of the aggregate Base Bonus Amount in a lump sum within thirty (30) days of the effective date of such termination termination, (using as y) the discount rate of seventy-five percent minimum period prescribed by applicable law or (z) the period set forth in the applicable plan or program of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below); (g) all benefits provided in Section 9 for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (except that if providing any such benefit under the terms of a plan is not permissible under the terms of the plan or would cause an adverse tax effect, the Employer shall reimburse the Executive’s expenses incurred in obtaining similar coverage on his own with such reimbursement being paid no later than the end of the calendar year such expenses are incurred by Executive)Company; and (hviii) other or additional benefits in accordance with applicable plans and programs of the Executive shall have no further obligation or liability to the Employer in connection with his performance of this Agreement (except the continuing obligations specified in Section 11 hereof)Company.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive’s 's employment with the Company is terminated without CauseCause (which termination shall be effective as of the date specified by the Company in a written notice to the Executive), other than due to disability death or deathDisability, or in the event there is a Constructive Termination without CauseWithout Cause (as defined below), the Executive shall be entitled to be paid by the Employerand his sole remedies under this Agreement shall be: (ai) the Base Salary through the date of terminationtermination of the Executive's employment, which shall be paid in a single lump sum not later than 15 days following the Executive's termination of employment; (bii) the cash portion of all declared but unpaid Bonus through the date of termination; (c) all reimbursable business expenses incurred by the Executive through the date of termination; (d) the Employer additionally shall cause any Equity Awards that previously were issued by the Employer or any of the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination to be issued and fully vested; (e) the cash equivalent of the Base Salary, at the annualized rate in effect on the date of termination (or in of the event a Base Salary reduction is the basis Executive's employment for a Constructive Termination without Cause, period of one year after the Base Salary in effect immediately prior to such a reduction) for the lesser termination of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination employment (the “Salary Payment”), "Severance Period") payable in accordance with the pro rata equivalent of such amount payable from the Employer to the Executive on the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below)Company's standard payroll practices; (fiii) for each partial or full year remaining in the then unexpired Employment Agreement Term, a cash bonus in full and complete satisfaction balance of any form bonus awarded and earned but not paid at the time of cash bonus or cash incentive compensation amounts equal to termination, which shall be paid in a single lump sum not later than 45 days following the average date of termination; (iv) immediate vesting of all Bonuses paid by the Employer stock options which are unvested, but scheduled to the Executive vest during the Term prior to termination, provided, however, that if no Bonus has been paid prior to termination, severance period all of which will be exercisable during the amount shall be $100,000 (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary of this Agreement Severance Period or for the remainder of the Employment Agreement Term; provided thatexercise period, the Employer shall pay to him the present value of the aggregate Base Bonus Amount in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate of seventy-five percent of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below)if less; (gv) continued participation in all benefits provided in Section 9 for medical, health and life insurance plans at the lesser of (i) three (3) years or (ii) same benefit level at which he was participating on the remaining portion date of the Employment Agreement Term following such termination of his employment until the earlier of: (except that if providing any such benefit under the terms of a plan is not permissible under the terms of the plan or would cause an adverse tax effect, the Employer shall reimburse the Executive’s expenses incurred in obtaining similar coverage on his own with such reimbursement being paid no later than A) the end of the calendar year Severance Period; or (B) the date, or dates, he receives equivalent coverage and benefits under the plans and programs of a subsequent employer (such expenses are coverage and benefits to be determined on a coverage-by-coverage, or benefit-by benefit, basis); provided that (1) if the Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause (v), he shall receive cash payments equal on an after-tax basis to the cost to him of obtaining the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (v), (2) such cost shall be deemed to be the lowest reasonable cost that would be incurred by Executive)the Executive in obtaining such benefit himself on an individual basis, and (3) payment of such amounts shall be made quarterly in advance; and (hvi) other or additional benefits then due or earned in accordance with applicable plans and programs of the Executive shall have no further obligation or liability to the Employer in connection with his performance of this Agreement (except the continuing obligations specified in Section 11 hereof)Company.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive’s 's employment is terminated without Cause, other than due to disability Disability or death, or in the event there is a Constructive Termination without Without Cause, the Executive shall be entitled to be paid by the Employerto: (ai) the Base Salary through the date of terminationtermination of the Executive's employment; (bii) the cash portion of all declared but unpaid Bonus through the date of termination; (c) all reimbursable business expenses incurred by the Executive through the date of termination; (d) the Employer additionally shall cause any Equity Awards that previously were issued by the Employer or any of the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination to be issued and fully vested; (e) the cash equivalent of the Base Salary, at the annualized rate in effect on the date of termination of the Executive's employment (or in the event a reduction in Base Salary reduction is the basis for a Constructive Termination without Without Cause, then the Base Salary in effect immediately prior to such a reduction), payable in installments as provided in Section 4 hereof plus the amounts provided for in Sections 8(a) and (b) and Sections 9(c), (d), (e), (f) and (g), for the lesser period remaining until the expiration of the Term of Employment as scheduled immediately prior to the termination of the Executive's employment, plus 12 months; (iiii) three a pro rata bonus for the year in which termination occurs based on the target bonus opportunity for such year, payable in a lump sum promptly following termination; (3) years or (iiiv) the remaining portion balance of the Employment Agreement Term following such termination any bonus earned (the “Salary Payment”), with the pro rata equivalent of such amount payable from the Employer to the Executive on the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 belowyet paid); (fv) for each partial any amounts earned, accrued or full year remaining in the then unexpired Employment Agreement Term, a cash bonus in full and complete satisfaction of any form of cash bonus or cash incentive compensation amounts equal to the average of all Bonuses owing but not yet paid by the Employer to the Executive during the Term prior to termination, provided, however, that if no Bonus has been paid prior to termination, the amount shall be $100,000 (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary of this Agreement for the remainder of the Employment Agreement Term; provided that, the Employer shall pay to him the present value of the aggregate Base Bonus Amount in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate of seventy-five percent of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below)6, 7 or 9 above; (gvi) continued participation in all benefits provided medical, dental, hospitalization and life insurance coverage and in Section 9 for other employee benefit plans or programs in which he was participating on the lesser of (i) three (3) years or (ii) the remaining portion date of the Employment Agreement Term following such termination of his employment until the earlier of: (except that if providing any such benefit under the terms of a plan is not permissible under the terms of the plan or would cause an adverse tax effect, the Employer shall reimburse the Executive’s expenses incurred in obtaining similar coverage on his own with such reimbursement being paid no later than A) the end of the calendar year such expenses are period during which he is receiving salary continuation payments and (B) the date, or dates he receives coverage and benefits under employee benefit plans and programs of a subsequent employer; (1) if the Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause (vii) of this Section 10(d), he shall be provided with the after-tax economic equivalent of the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (vii), (2) the economic equivalent of any benefit foregone shall be deemed to be the lowest cost that would be incurred by Executive)the Executive in obtaining such benefit himself on an individual basis and (3) payment of such after-tax economic equivalent shall be made quarterly in advance; and (hvii) any other or additional benefits provided for in accordance with applicable plans and programs of the Executive shall have no further obligation or liability to the Employer in connection with his performance of this Agreement (except the continuing obligations specified in Section 11 hereof)Company.

Termination Without Cause or Constructive Termination Without Cause. In Caneum may terminate the event Employee’s employment at any time without Cause, provided that it gives written notice of termination at least ninety (90) days before the Executivedate of such termination. If the Employee’s employment is terminated without Cause, other than due to disability or death, if there is a Constructive Termination constructive termination without Cause, as defined below, the Executive Employee shall be entitled to be paid by receive from Caneum the Employerfollowing: (ai) the Base Salary payment of any unpaid portion of his base salary through the date of such termination; (bii) the cash portion of all declared but unpaid Bonus through the date of terminationreimbursement for any outstanding reasonable business expenses he incurred in performing his duties hereunder; (ciii) all reimbursable business expenses incurred the right to elect continuation coverage of insurance benefits to the extent required by the Executive through the date of terminationlaw; (div) the Employer additionally shall cause full and immediate vesting of one-half (50%) of any Equity Awards that previously were issued by the Employer or any of the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination to be issued and fully vestedunvested stock options; (ev) payment of any accrued but unpaid benefits, and any other rights, as required by the cash equivalent terms of any employee benefit plan or program of Caneum, this Agreement, or any other agreement between Caneum and the Base Salary, at Employee; (vi) payment of amounts equal to any premiums for health insurance continuation coverage under any Caneum health plan that is elected by the rate in effect on the date of termination (Employee or in the event a Base Salary reduction is the basis for a Constructive Termination without Cause, the Base Salary in effect immediately prior his beneficiaries pursuant to such a reduction) for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (the “Salary Payment”), with the pro rata equivalent of such amount payable from the Employer to the Executive on the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A 4980B of the Internal Revenue Code Code, at a time or times mutually agreed to by the parties, but only so long as described in Section 12.8 below);the Employee is not eligible for coverage under a health plan of another employer (whether or not he elects to receive coverage under that plan; and (fvii) for each partial or full year remaining in the then unexpired Employment Agreement Termsubject to limitations set forth below, a cash bonus severance benefit in full and complete satisfaction of any form of cash bonus or cash incentive compensation amounts an amount equal to the average largest annual base salary received by Employee under the Agreement for a period of all Bonuses paid time equal to the remaining full term of the Agreement as determined under Section 1a. (ie, had the Agreement not been terminated without Cause by Caneum, or by the Employer to Employee as a result of a constructive termination without Cause), but only if (x) Employee executes an agreement releasing Caneum from any further liability under this Agreement, (y) the Executive during period for revoking such release has expired, and (z) Employee has not materially breached the Term prior to termination, provided, however, that if no Bonus has been paid prior to termination, the amount Confidential Information Agreement. The Employee shall be $100,000 (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary of this Agreement for the remainder of the Employment Agreement Term; provided that, the Employer deemed to have earned and Caneum shall pay to him the present value Employee 75% of the aggregate Base Bonus Amount total severance benefit in a lump sum Section 6(d)(vii) above within thirty (30) days after all of the applicable conditions are satisfied. The remaining 25% of the severance benefit will be deemed earned by Employee, and Caneum shall pay to Employee such remaining 25% of the severance benefit within thirty (30) days following the first anniversary of the Employee’s termination date unless the Employee materially breaches the Confidential Information Agreement during the one year period following the Employee’s termination date, in which case such remaining 25% of the severance benefit will be deemed unearned and will not be paid. All severance benefits paid to the Employee shall be paid subject to all legally required payroll deductions and withholdings for sums owed by Caneum to the Employee. For purposes of this Agreement, constructive termination without Cause shall mean a termination of the Employee at his own initiative following the occurrence, without the Employee’s prior written consent, of one or more of the following events not on account of Cause: (1) a reduction in the Employee’s then current base salary, or a significant reduction by Caneum in Employee’s opportunities for earnings under any incentive compensation plans or bonus opportunity, or the termination or significant reduction of any benefit or perquisite enjoyed by Employee; (2) any relocation of Caneum’s office in violation of Section 3 of this Agreement; (3) the failure of Caneum to obtain an assumption in writing of its obligation to perform under this Agreement by any successor to all or substantially all of the assets or capital stock of Caneum in connection with any merger, consolidation, sale or similar transaction; or (4) any material breach of this Agreement by Caneum; or (5) any material reduction in the position, authority or office of Employee or any material reduction in Employee’s responsibilities or duties for Caneum. In the event the Employee is terminated without Cause or there is a constructive termination without Cause, each party shall provide the other with written notice not less than thirty (30) days before the effective date of such the termination (using as the discount rate of seventy-five percent of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below); (g) all benefits provided in Section 9 for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (except that if providing any such benefit under the terms of a plan is not permissible under the terms of the plan or would cause an adverse tax effect, the Employer shall reimburse the Executive’s expenses incurred in obtaining similar coverage on his own with such reimbursement being paid no later than the end of the calendar year such expenses are incurred by Executive); and (h) the Executive shall have no further obligation or liability to the Employer in connection with his performance of this Agreement (except the continuing obligations specified in Section 11 hereof)employment.

Termination Without Cause or Constructive Termination Without Cause. In the event the Employer terminates Executive’s employment is terminated without Cause, other than due to disability or death, or in the event there is a Constructive Termination without Cause (in each case other than a Change in Control Termination as set forth in Section 12.6), the Executive shall be entitled to: (a) be paid by the Employer the Base Salary in effect on the date of termination (or in the event a Base Salary reduction is the basis for a Constructive Termination without Cause, the Executive shall be entitled Base Salary in effect immediately prior to such a reduction) through the date of termination, with payment made as soon as practicable but no later than two and one-half months following such termination date; (b) a lump sum, to be paid by the Employer: (a) Employer as soon as practicable but not later than two and one-half months following such termination date, equal to the Base Salary through the date of termination; (b) the cash portion of all declared but unpaid Bonus through the date of termination; (c) all reimbursable business expenses incurred by the Executive through the date of termination; (d) the Employer additionally shall cause any Equity Awards that previously were issued by the Employer or any of the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination to be issued and fully vested; (e) the cash equivalent of the Base Salary, at the rate in effect on the date of termination (or in the event a Base Salary reduction is the basis for a Constructive Termination without Cause, the Base Salary in effect immediately prior to such a reduction) for the lesser of two (i) three (32) years or (ii) the remaining portion of the Employment Agreement Term following such termination (the “Post Termination Salary Payment”), with provided that from and after February 1, 2011, the pro rata equivalent Post Termination Salary Payment shall be reduced by 1/24th of the total such amount payable from payment for each full month that Executive has been employed pursuant to this agreement after February 1, 2011 and prior to such termination, provided however that in no event shall the Employer to Post Termination Salary Payment equal less than the Executive annual Base Salary in effect on the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below); (f) for each partial or full year remaining in the then unexpired Employment Agreement Term, a cash bonus in full and complete satisfaction of any form of cash bonus or cash incentive compensation amounts equal to the average of all Bonuses paid by the Employer to the Executive during the Term prior to termination, provided, however, that if no Bonus has been paid prior to termination, the amount shall be $100,000 (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary of this Agreement for the remainder of the Employment Agreement Term; provided that, the Employer shall pay to him the present value of the aggregate Base Bonus Amount in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate of seventy-five percent of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below);salary reduction. (gc) all benefits provided in Section Sections 8 and 9 for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (except that if providing any such benefit under the terms of a plan is not permissible under the terms of the plan or would cause an adverse tax effect, the Employer may provide the Executive with equivalent cash payments outside of the plan at the same time the benefits would otherwise have been taxable to the Executive) for a period of two (2) years following such termination (the “Post Termination Benefit Period”), with no additional cost or charge payable by the Executive, provided that from and after February 1, 2011, the Post Termination Benefit Period shall reimburse be reduced by one month for each full month that Executive has been employed pursuant to this agreement after February 1, 2011 and prior to such termination, provided however that in no event shall the Post Termination Benefit Period be less than one (1) year. (d) Notwithstanding the foregoing, if at the time of Executive’s Separation from Service (as defined in Treasury Regulation 1.409A-1(h)) the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i), any amount or benefits that constitutes “nonqualified deferred compensation” within the meaning of Code Section 409A that becomes payable to Executive on account of the Executive’s expenses incurred in obtaining similar coverage on his own with such reimbursement being Separation from Service will not be paid no later than until after the earlier of (i) first business day of the seventh month following Executive’s Separation from Service, or (ii) the date of the Executive’s death (the “409A Suspension Period”). Within fourteen (14) calendar days after the end of the calendar year such expenses are incurred by Executive); and (h) 409A Suspension Period, the Executive shall have no further obligation or liability be paid a cash lump sum payment equal to any payments (including interest on any such payments), and benefits that the Employer would otherwise have been required to provide under this Section 12.5 or Section 12.6 but for the imposition of the 409A Suspension Period delayed because of the preceding sentence. Thereafter, the Executive shall receive any remaining payments and benefits due under this agreement in connection accordance with his performance the terms of this Agreement Section (except the continuing obligations specified in Section 11 hereofas if there had not been any Suspension Period beforehand).

Termination Without Cause or Constructive Termination Without Cause. In Trycera may terminate the event Employee’s employment at any time without Cause, provided that it gives written notice of termination at least ninety (90) days before the Executivedate of such termination. If the Employee’s employment is terminated without Cause, other than due to disability or death, if there is a Constructive Termination constructive termination without Cause, as defined below, the Executive Employee shall be entitled to be paid by receive from Trycera the Employerfollowing: (ai) the Base Salary payment of any unpaid portion of his base salary through the date of such termination; (bii) the cash portion of all declared but unpaid Bonus through the date of terminationreimbursement for any outstanding reasonable business expenses he incurred in performing his duties hereunder; (ciii) all reimbursable business expenses incurred the right to elect continuation coverage of insurance benefits to the extent required by the Executive through the date of terminationlaw; (div) the Employer additionally shall cause payment of any Equity Awards that previously were issued accrued but unpaid benefits, and any other rights, as required by the Employer terms of any employee benefit plan or program of Trycera, this Agreement, or any of other agreement between Trycera and the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination to be issued and fully vestedEmployee; (ev) full and immediate vesting of sixty-six and two-thirds (66.66%) of any unexercised stock options; (vi) payment of amounts equal to any premiums for health insurance continuation coverage under any Trycera health plan that is elected by the cash equivalent of the Base Salary, at the rate in effect on the date of termination (Employee or in the event a Base Salary reduction is the basis for a Constructive Termination without Cause, the Base Salary in effect immediately prior his beneficiaries pursuant to such a reduction) for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (the “Salary Payment”), with the pro rata equivalent of such amount payable from the Employer to the Executive on the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A 4980B of the Internal Revenue Code Code, at a time or times mutually agreed to by the parties, but only so long as described in Section 12.8 belowthe Employee is not eligible for coverage under a health plan of another employer (whether or not he elects to receive coverage under that plan);; and (fvii) for each partial or full year remaining in the then unexpired Employment Agreement Termsubject to limitations set forth below, a cash bonus severance benefit in full and complete satisfaction of any form of cash bonus or cash incentive compensation amounts an amount equal to one and one half (1.50) times the average of all Bonuses paid largest annual base salary received by Employee under the Employer to Agreement if such termination occurs on or before October 1, 2010, and one (1) time the Executive during largest annual base salary received by Employee under the Term prior to terminationAgreement if such termination occurs after October 1, provided2010, howeverbut only if (x) Employee executes an agreement releasing Trycera from any further liability under this Agreement, that if no Bonus (y) the period for revoking such release has been paid prior to terminationexpired, and (z) Employee has not materially breached the amount Confidential Information Agreement. The Employee shall be $100,000 (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary of this Agreement for the remainder of the Employment Agreement Term; provided that, the Employer deemed to have earned and Trycera shall pay to him the present value Employee 75% of the aggregate Base Bonus Amount total severance benefit in a lump sum Section 6(d)(vii) above within thirty (30) days after all of the applicable conditions are satisfied. The remaining 25% of the severance benefit will be deemed earned by Employee, and Trycera shall pay to Employee such remaining 25% of the severance benefit within thirty (30) days following the first anniversary of the Employee's termination date unless the Employee materially breaches the Confidential Information Agreement during the one year period following the Employee's termination date, in which case such remaining 25% of the severance benefit will be deemed unearned and will not be paid. All severance benefits paid to the Employee shall be paid subject to all legally required payroll deductions and withholdings for sums owed by Trycera to the Employee. For purposes of this Agreement, constructive termination without Cause shall mean a termination of the Employee at his own initiative following the occurrence, without the Employee’s prior written consent, of one or more of the following events not on account of Cause: (1) the failure of Trycera to obtain an assumption in writing of its obligation to perform under this Agreement by any successor to all or substantially all of the assets of Trycera in connection with any merger, consolidation, sale or similar transaction; or (2) any material breach of this Agreement by Trycera. In the event the Employee is terminated without Cause or there is a constructive termination without Cause, each party shall provide the other with written notice not less than thirty (30) days before the effective date of such the termination (using as the discount rate of seventy-five percent of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below); (g) all benefits provided in Section 9 for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (except that if providing any such benefit under the terms of a plan is not permissible under the terms of the plan or would cause an adverse tax effect, the Employer shall reimburse the Executive’s expenses incurred in obtaining similar coverage on his own with such reimbursement being paid no later than the end of the calendar year such expenses are incurred by Executive); and (h) the Executive shall have no further obligation or liability to the Employer in connection with his performance of this Agreement (except the continuing obligations specified in Section 11 hereof)employment.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive’s 's employment with the Company is terminated without CauseCause (which termination shall be effective as of the date specified by the Company in a written notice to the Executive), other than due to disability death or deathDisability, or in the event there is a Constructive Termination without CauseWithout Cause (as defined above), then subject to Sections 9(j) and 16 below, the Executive shall be entitled to be paid by the Employerand his sole remedies under this Agreement shall be: (ai) the Base Salary through the date of termination of the Executive's employment, which shall be paid in a single lump sum not later than 15 days following the Executive's termination of employment; (ii) $615,525.00 payable in a cash lump sum promptly (but in no event later than 15 days) following the Executive's termination of employment less the aggregate of any payments made to the Executive under Section 5(b) above; (iii) pro rata incentive award for any incomplete performance period of the year in which the Executive's employment termination occurs, assuming that the Executive would have received award(s) equal to 100% of the target award for such performance period for any incomplete performance period, which shall be payable in a lump sum promptly (but in no event later than 15 days) after his employment termination; (biv) the cash portion lapse of all declared but unpaid Bonus through restrictions on any restricted stock award and restricted stock unit awards (including any performance-based restricted stock or restricted stock units) outstanding at the date time of his employment termination; (cv) immediate vesting of any matching grant under STEP and distribution of all reimbursable business expenses incurred by the deferred shares and matching shares, without restrictions, that are credited to Executive through as of the date of employment termination; (dvi) the Employer additionally shall cause any Equity Awards that previously were issued by the Employer or any of the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination to be issued and fully vested; (e) the cash equivalent of the Base Salary, at the rate in effect on the date of termination (or in the event a Base Salary reduction is the basis for a Constructive Termination without Cause, the Base Salary in effect immediately prior to such a reduction) for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (the “Salary Payment”), with the pro rata equivalent of such amount payable from the Employer to the Executive on the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below); (f) for each partial or full year remaining in the then unexpired Employment Agreement Term, a cash bonus in full and complete satisfaction of any form of cash bonus or cash incentive compensation amounts equal to the average immediate vesting of all Bonuses paid by outstanding stock options and the Employer right to the Executive exercise such stock options during the Term prior to termination, provided, however, that if no Bonus has been paid prior to termination, the amount shall be $100,000 (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary of this Agreement Severance Period or for the remainder of the Employment Agreement Term; exercise period, if less; (vii) immediate vesting of any outstanding awards under the "Career Equity" program, payable in a cash lump sum promptly (but in no event later than 15 days) following the Executive's termination of employment; (viii) the balance of any incentive awards earned (but not yet paid), which shall be paid in a single lump sum not later than 15 days following the Executive's termination of employment; (ix) provided thatthe Executive timely elects COBRA coverage, continuation of medical and dental coverage during the Severance Period (or, if earlier, until the time the Executive becomes eligible to participate in another group plan providing such coverage by reason of subsequent employment) on the same terms and conditions as described in this Agreement. The foregoing benefits shall terminate at such time, if any, as the Executive begins participation in the Company's retiree medical program. If, during the period of coverage under the first sentence of this subsection, (A) the Company's medical and/or dental plans or programs cease to exist including due to the Company's (or a successor's) failure to maintain any such plan or program, or (B) if while the Executive is participating in the retiree medical program, the Employer Company terminates such program, then for the remainder of such period, the Company shall pay to him the present value Executive a cash amount on an after-tax basis equal to the Company's cost of providing medical and dental coverage to the Executive prior to the date the Executive's employment terminated, as long as the Executive provides evidence to the Company that he has actually obtained such coverage. Such cash amount shall be paid to the Executive quarterly in advance of the aggregate Base Bonus Amount in a lump sum within thirty date the premiums are due; (30x) days of continued life insurance coverage during the effective date of Severance Period pursuant to the Company's plans or, at the Company's option, pursuant to an election by the Executive to convert such termination (using as life insurance to portable term insurance. The Company shall pay the discount rate of seventy-five percent of premiums associated with such insurance on the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code same terms and conditions as described in Section 12.8 below); (g) all benefits provided in Section 9 this Agreement. The Executive shall complete such paperwork and obtain such physical examinations as shall be necessary for the lesser of (i) three (3) years or (ii) Company to obtain any coverage under this paragraph. If, during the remaining portion of the Employment Agreement Term following such termination (except that if providing any such benefit under the terms of a plan is not permissible under the terms of the plan or would cause an adverse tax effectSeverance Period, the Employer shall reimburse Executive becomes eligible to participate in another group plan providing life insurance coverage by reason of subsequent employment, the Executive’s expenses incurred 's entitlement under this subsection will terminate in obtaining similar accordance with the transition of coverage on his own with such reimbursement being paid no later than provisions in the end of the calendar year such expenses are incurred by Executive)Company's policies; and (hxi) other or additional benefits then due or earned in accordance with applicable plans and programs of the Executive shall have no further obligation or liability to the Employer in connection with his performance of this Agreement (except the continuing obligations specified in Section 11 hereof)Company.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive’s 's employment is terminated without Cause, other than due to disability or death, or in the event there is a Constructive Termination without Without Cause, the Executive shall be entitled to be paid by the Employerto: (a) the Base Salary through the date of terminationtermination of the Executive's employment; (b) the cash portion of all declared but unpaid Bonus through the date of termination; (c) all reimbursable business expenses incurred by the Executive through the date of termination; (d) the Employer additionally shall cause any Equity Awards that previously were issued by the Employer or any of the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination to be issued and fully vested; (e) the cash equivalent of the Base Salary, at the annualized rate in effect on the date of termination of the Executive's employment (or in the event a reduction in Base Salary reduction is the basis for a Constructive Termination without Without Cause, then the Base Salary in effect immediately prior to such reduction), for a reduction) for the lesser period of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term 36 months following such termination (or until the “Salary Payment”), with the pro rata equivalent of such amount payable from the Employer to the Executive on the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A end of the Internal Revenue Code as described in Section 12.8 below); (f) for each partial or full year remaining in the then unexpired Employment Agreement Term, a cash bonus in full and complete satisfaction of any form of cash bonus or cash incentive compensation amounts equal to the average of all Bonuses paid by the Employer to the Executive during the Term prior to termination, provided, however, that if no Bonus has been paid prior to termination, the amount shall be $100,000 (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary of this Agreement for the remainder of the Employment Agreement Termwhichever is longer; provided that, at the Executive's option, the Employer shall pay to him the present value of the aggregate Base Bonus Amount such salary continuation payments in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate of seventy-five percent 75% of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below); (gi) in the event that such termination occurs during the initial five-year term of this Employment Agreement, immediately vested options to purchase shares of Class A Stock in an amount equal to 166,667 shares less the product of (i) 33,333 shares and (ii) the number of full years elapsed under the Term of this Employment Agreement at an exercise price per share equal to the lowest exercise price of any stock option granted by the Employer in the twelve months prior to termination; (ii) in the event that such termination occurs after the initial five-year term of this Employment Agreement, immediately vested exercisable options to purchase 33,333 shares of Class A Stock at an exercise price per share equal to the lowest exercise price of any stock option granted by the Employer in the twelve months prior to termination; (d) a Bonus for the unexpired Term, based on the Bonus received for the year prior to termination (the "Base Bonus Amount") multiplied by the then unexpired Term; provided that, at the Executive's option, the Employer shall pay him the present value of such salary and bonuses in a lump sum (using as the discount rate 75% of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs); and (e) all benefits provided in Section 9 for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (except that if providing any such benefit under the terms of a plan is not permissible under the terms of the plan or would cause an adverse tax effect, the Employer shall reimburse the Executive’s expenses incurred in obtaining similar coverage on his own with such reimbursement being paid no later than hereof until the end of the calendar year such expenses are incurred by Executive); and (h) the Executive shall have no further obligation or liability to the Employer in connection with his performance of this Agreement (except the continuing obligations specified in Section 11 hereof)Term.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive’s employment is terminated without Cause, other than due to disability or death, there is a Constructive Termination without CauseCause or the Executive exercises his Executive Termination Right, the Executive shall be entitled to be paid by the Employer: (a) the Base Salary through the date of termination; (b) the cash portion of all declared but unpaid Bonus through the date of termination; (c) all reimbursable business expenses incurred by the Executive through the date of termination; (d) the Employer additionally shall cause any Equity Awards that previously were issued by the Employer or any of the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination to be issued and fully vested; (e) the cash equivalent of the Base Salary, at the rate in effect on the date of termination (or in the event a Base Salary reduction is the basis for a Constructive Termination without Cause, the Base Salary in effect immediately prior to such a reduction) for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (the “Salary Payment”), with the pro rata equivalent of such amount payable from the Employer to the Executive on the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary month; or, at the Executive’s option, the Employer shall pay to avoid any adverse tax consequences under Section 409A him the present value of the Internal Revenue Code Salary Payment in a lump sum within thirty (30) days of the effective date of such termination (using as described the discount rate seventy-five percent of the prime rate (as published by The Wall Street Journal) on the first business day of the month in Section 12.8 belowwhich such termination occurs); (fc) for each partial or full year remaining in the then unexpired Employment Agreement Term, a cash bonus in full and complete satisfaction of any form of cash bonus or cash incentive compensation amounts equal to the average of all Bonuses paid by the Employer to the Executive during the Term prior to termination, provided, however, that if no Bonus has been paid prior to termination, the amount shall be $100,000 (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary of this Agreement for the remainder of the Employment Agreement Term; provided that, at the Executive’s option, the Employer shall pay to him the present value of the aggregate Base Bonus Amount Amounts in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate of seventy-five percent of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below); (gd) all benefits provided in Section Sections 8 and 9 for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (except that if providing any such benefit under the terms of a plan is not permissible under the terms of the plan or would cause an adverse tax effect, the Employer shall reimburse may provide the Executive’s expenses incurred in obtaining similar coverage on his own Executive with such reimbursement being paid no later than equivalent cash payments outside of the plan) until the end of the calendar year such expenses are incurred Employment Agreement Term, with no additional cost or charge payable by the Executive); and (he) in the event payment becomes due to the Executive as provided in Sections 12.5(b) or (c), the Executive’s election to receive either the Salary Payment or the Base Bonus Amount in a lump sum shall have no further obligation or liability not preclude the Executive’s election to receive the Employer in connection with his performance of this Agreement (except the continuing obligations specified in Section 11 hereof)other payment(s) over time.

Termination Without Cause or Constructive Termination Without Cause. In the event the Employer terminates Executive’s employment is terminated without Cause, other than due to disability Disability, or death, in the event there is a Constructive Termination without Cause (in each case other than a Change in Control Termination as set forth in Section 12.6), the Executive shall be entitled to (subject to the Employer’s right of setoff specified in Section 6.1 hereof): (a) be paid by the Employer (i) the Base Salary in effect on the date of termination (or in the event a Base Salary reduction is the basis for a Constructive Termination without Cause, the Executive shall be entitled to be paid by the Employer: (a) the Base Salary in effect immediately prior to such a reduction) through the date of termination; termination (bin the proportions of cash and shares of stock that the Executive has elected pursuant to Section 6.2, it being agreed that all other payments described in this Section 12.5 will be paid entirely in cash), (ii) the cash portion of all declared but any previously awarded and unpaid Bonus through the date of termination; Annual Cash Bonus; and (ciii) all unpaid reimbursable business expenses incurred by the Executive through the date of termination;, with payment made as soon as practicable but no later than two and one-half months following such termination date. (db) a lump sum, paid as soon as practicable but not later than two and one-half months following such termination date, equal to the Employer additionally shall cause any Equity Awards that previously were issued by present value (calculated using as the Employer or any discount rate seventy-five percent of the Participating Subsidiaries to prime rate (as published by The Wall Street Journal) on the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any first business day of the Participating Subsidiaries to the Executive and not so issued through the date month in which such termination occurs) of termination to be issued and fully vested; (e) the cash equivalent of (i) the Base Salary, at the rate in effect on the date of termination (or in the event a Base Salary reduction is the basis for a Constructive Termination without Cause, the Base Salary in effect immediately prior to such a reduction) for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (the “Post-Termination Salary Payment”), with the pro rata equivalent of such plus (ii) an amount payable from the Employer to the Executive on the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below); (f) for each partial or full year remaining in the then unexpired Employment Agreement Term, a cash bonus in full and complete satisfaction of any form of cash bonus or cash incentive compensation amounts equal to three times the average of all Annual Cash Bonuses paid by the Employer to the Executive and Equity Grants made by the Employer to the Executive during the Term three (3) Employment Years (or if less than three Employment Years, each such Employment Year) immediately prior to the termination, provided, however, that if (x) no Annual Cash Bonus has or (y) no Equity Grants have been paid or made prior to termination, the amount shall be One Hundred Thousand Dollars ($100,000 100,000) for the Annual Cash Bonus and One Hundred Thousand Dollars ($100,000) for any such Equity Grant not so made under (x) and (y) above, each multiplied by each partial or full Employment Year used for the purpose of this calculation (the “Base Bonus AmountPost-Termination Cash Bonus”). The Base Bonus Amount shall be payable , subject to the Executive agreeing in full on each anniversary writing to comply with the terms of this Agreement Sections 14.1, 14.2, 14.5 and 14.6 hereof (notwithstanding a Termination without Cause or a Constructive Termination hereunder) for a period of twelve (12) months following the remainder date of the Employment Agreement Term; provided that, the Employer shall pay to him the present value Termination without Cause or Constructive Termination. (c) continuation of the aggregate Base Bonus Amount in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate of seventy-five percent of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below); (g) all health and dental benefits provided to the Executive and his or her covered dependents under the Employer’s health and dental plans as in Section 9 for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination effect from time to time (except that if providing any such benefit under the terms of a plan is not permissible under the terms of the plan or would cause an adverse tax effect, the Employer shall reimburse may provide the Executive with equivalent cash payments outside of the plan at the same time the benefits would otherwise have been taxable to the Executive) for a period of one (1) year following such termination (the “Post Termination Benefit Period”), with no additional cost or charge payable by the Executive. (d) Notwithstanding the foregoing, if at the time of Executive’s Separation from Service (as defined in Treasury Regulation 1.409A-1(h)) the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i), any amount or benefits that constitutes “nonqualified deferred compensation” within the meaning of Code Section 409A that becomes payable to Executive on account of the Executive’s expenses incurred in obtaining similar coverage on his own with such reimbursement being Separation from Service will not be paid no later than until after the earlier of (i) first business day of the seventh month following Executive’s Separation from Service, or (ii) the date of the Executive’s death (the “409A Suspension Period ”). Within fourteen (14) calendar days after the end of the calendar year such expenses are incurred by Executive); and (h) 409A Suspension Period, the Executive shall be paid a cash lump sum payment equal to any payments (including interest on any such payments), and benefits that the Employer would otherwise have been required to provide under this Section 12.5 or Section 12.6 but for the imposition of the 409A Suspension Period delayed because of the preceding sentence. Thereafter, the Executive shall receive any remaining payments and benefits due under this agreement in accordance with the terms of this Section (as if there had not been any Suspension Period beforehand). Notwithstanding any other provision of this agreement, no further obligation benefits or liability amounts shall be payable under this Section 12.5 or Section 12.6 unless the Executive executes and delivers a general release of claims in a form and manner reasonably satisfactory to the Employer including, but not limited to, a release of any and all claims arising out this agreement and the Executive's employment relationship with the Employer, and such release has become irrevocable pursuant to its terms (it being understood, however, that in connection with his performance no event will such release expand any of the post-termination restrictions referred to in paragraph (c) above). The Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered (and no longer subject to revocation, if applicable) within thirty (30) days (or such longer period which is provided by law for review and revocation) following the delivery of such release, signed by the Employer, to the Executive. If such release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, then the following shall apply: (i) To the extent any such cash payment or continuing benefit to be provided is not “deferred compensation” for purposes of Code Section 409A, then such payment or benefit shall commence upon the first scheduled payment date immediately after the date the release is executed and no longer subject to revocation (the “Release Effective Date”). The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement agreement had such payments commenced immediately upon the Executive’s termination of employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following the termination of the Executive’s employment. (except ii) To the extent any such cash payment or continuing obligations benefit to be provided is “deferred compensation” for purposes of Code Section 409A, then such payments or benefits shall be made or commence upon the sixtieth (60) day following the termination of the Executive’s employment. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this agreement had such payments commenced immediately upon the termination of the Executive’s employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following the termination of the Executive’s employment. The Employer may provide, in its sole discretion, that the Executive may continue to participate in any benefits delayed, provided that the Executive shall bear the full cost of such benefits during such delay period. Upon the date such benefits would otherwise commence pursuant to this Section 12.5 or Section 12.6 hereof, the Employer shall reimburse the Executive the Employer’s share of the cost of such benefits, to the extent that such costs otherwise would have been paid by the Employer or to the extent that such benefits otherwise would have been provided by the Employer at no cost to the Executive, in each case had such benefits commenced immediately upon the termination of the Executive’s employment. Any remaining benefits shall be reimbursed or provided by the Employer in accordance with the schedule and procedures specified in Section 11 hereof)herein.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive’s 's employment with the Company is terminated without CauseCause (which termination shall be effective as of the date specified by the Company in a written notice to the Executive), other than due to disability death or deathDisability, or in the event there is a Constructive Termination without CauseWithout Cause (as defined above), then subject to Sections 9(j) and 16 below, the Executive shall be entitled to be paid by the Employerand his sole remedies under this Agreement shall be: (ai) the Base Salary through the date of termination of the Executive's employment, which shall be paid in a single lump sum not later than 15 days following the Executive's termination of employment; (ii) $582,465.00 payable in a cash lump sum promptly (but in no event later than 15 days) following the Executive's termination of employment less the aggregate of any payments made to the Executive under Section 5(b) above; (iii) pro rata incentive award for any incomplete performance period of the year in which the Executive's employment termination occurs, assuming that the Executive would have received award(s) equal to 100% of the target award for such performance period for any incomplete performance period, which shall be payable in a lump sum promptly (but in no event later than 15 days) after his employment termination; (biv) the cash portion lapse of all declared but unpaid Bonus through restrictions on any restricted stock award and restricted stock unit awards (including any performance-based restricted stock or restricted stock units) outstanding at the date time of his employment termination; (cv) immediate vesting of any matching grant under STEP and distribution of all reimbursable business expenses incurred by the deferred shares and matching shares, without restrictions, that are credited to Executive through as of the date of employment termination; (dvi) the Employer additionally shall cause any Equity Awards that previously were issued by the Employer or any of the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination to be issued and fully vested; (e) the cash equivalent of the Base Salary, at the rate in effect on the date of termination (or in the event a Base Salary reduction is the basis for a Constructive Termination without Cause, the Base Salary in effect immediately prior to such a reduction) for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (the “Salary Payment”), with the pro rata equivalent of such amount payable from the Employer to the Executive on the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below); (f) for each partial or full year remaining in the then unexpired Employment Agreement Term, a cash bonus in full and complete satisfaction of any form of cash bonus or cash incentive compensation amounts equal to the average immediate vesting of all Bonuses paid by outstanding stock options and the Employer right to the Executive exercise such stock options during the Term prior to termination, provided, however, that if no Bonus has been paid prior to termination, the amount shall be $100,000 (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary of this Agreement Severance Period or for the remainder of the Employment Agreement Term; exercise period, if less; (vii) immediate vesting of any outstanding awards under the "Career Equity" program, payable in a cash lump sum promptly (but in no event later than 15 days) following the Executive's termination of employment; (viii) the balance of any incentive awards earned (but not yet paid), which shall be paid in a single lump sum not later than 15 days following the Executive's termination of employment; (ix) provided thatthe Executive timely elects COBRA coverage, continuation of medical and dental coverage during the Severance Period (or, if earlier, until the time the Executive becomes eligible to participate in another group plan providing such coverage by reason of subsequent employment) on the same terms and conditions as described in this Agreement. The foregoing benefits shall terminate at such time, if any, as the Executive begins participation in the Company's retiree medical program. If, during the period of coverage under the first sentence of this subsection, (A) the Company's medical and/or dental plans or programs cease to exist including due to the Company's (or a successor's) failure to maintain any such plan or program, or (B) if while the Executive is participating in the retiree medical program, the Employer Company terminates such program, then for the remainder of such period, the Company shall pay to him the present value Executive a cash amount on an after-tax basis equal to the Company's cost of providing medical and dental coverage to the Executive prior to the date the Executive's employment terminated, as long as the Executive provides evidence to the Company that he has actually obtained such coverage. Such cash amount shall be paid to the Executive quarterly in advance of the aggregate Base Bonus Amount in a lump sum within thirty date the premiums are due; (30x) days of continued life insurance coverage during the effective date of Severance Period pursuant to the Company's plans or, at the Company's option, pursuant to an election by the Executive to convert such termination (using as life insurance to portable term insurance. The Company shall pay the discount rate of seventy-five percent of premiums associated with such insurance on the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code same terms and conditions as described in Section 12.8 below); (g) all benefits provided in Section 9 this Agreement. The Executive shall complete such paperwork and obtain such physical examinations as shall be necessary for the lesser of (i) three (3) years or (ii) Company to obtain any coverage under this paragraph. If, during the remaining portion of the Employment Agreement Term following such termination (except that if providing any such benefit under the terms of a plan is not permissible under the terms of the plan or would cause an adverse tax effectSeverance Period, the Employer shall reimburse Executive becomes eligible to participate in another group plan providing life insurance coverage by reason of subsequent employment, the Executive’s expenses incurred 's entitlement under this subsection will terminate in obtaining similar accordance with the transition of coverage on his own with such reimbursement being paid no later than provisions in the end of the calendar year such expenses are incurred by Executive)Company's policies; and (hxi) other or additional benefits then due or earned in accordance with applicable plans and programs of the Executive shall have no further obligation or liability to the Employer in connection with his performance of this Agreement (except the continuing obligations specified in Section 11 hereof)Company.

Termination Without Cause or Constructive Termination Without Cause. In the event the Employer terminates Executive’s employment is terminated without Cause, other than due to disability Disability or death, or in the event there is a Constructive Termination without Cause (in each case other than a Change in Control Termination as set forth in Section 12.6), the Executive shall be entitled to: (a) be paid by the Employer (i) the Base Salary in effect on the date of termination (or in the event a Base Salary reduction is the basis for a Constructive Termination without Cause, the Executive shall be entitled to be paid by the Employer: (a) the Base Salary in effect immediately prior to such a reduction) through the date of termination; termination (bin the proportions of cash and shares of stock that the Executive has elected pursuant to Section 6.2, it being agreed that all other payments described in this Section 12.5 will be paid entirely in cash), (ii) any previously awarded and unpaid Annual Cash Bonus; (iii) a pro rated Annual Cash Bonus for the cash portion year of all declared but unpaid termination based on the Annual Cash Bonus through paid to the date of termination; Executive for the immediately preceding Employment Year or $125,000, whichever is greater; and (civ) all unpaid reimbursable business expenses incurred by the Executive through the date of termination, with payment made as soon as practicable but no later than two and one-half months following such termination date; (db) the Employer additionally shall cause any Equity Awards that previously were issued a lump sum, to be paid by the Employer or any of the Participating Subsidiaries as soon as practicable but not later than two and one-half months following such termination date, equal to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination to be issued and fully vested; (e) the cash equivalent of the Base Salary, at the rate Salary in effect on the date of termination (or in the event a Base Salary reduction is the basis for a Constructive Termination without Cause, the Base Salary in effect immediately prior to such a reduction) for the lesser of (i) a three (3) years or (ii) the remaining portion of the Employment Agreement Term month period following such termination (the “Post Termination Salary Payment”), with the pro rata equivalent of such amount payable from the Employer to the Executive on the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below);. (fc) for each partial or full year remaining a payment in the then unexpired Employment Agreement Term, a cash bonus in full and complete satisfaction of any form of cash bonus or cash incentive compensation amounts amount equal to the average of all Bonuses paid by the Employer to the Executive during the Term prior to termination, provided, however, that if no Bonus has been paid prior to termination, the amount shall be $100,000 (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary of this Agreement for the remainder of the Employment Agreement Term; provided that, the Employer shall pay to him the present value of the aggregate Base Bonus Amount in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate of seventy-five percent of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below); (g) all benefits provided in Section 9 for the lesser of (i) three (3) years months then Base Salary in consideration for Executive agreeing in writing to comply with the terms of Sections 14.1, 14.2, 14.5 and 14.6 hereof (notwithstanding a Termination without Cause or a Constructive Termination hereunder) for a period of twelve (ii12) months following the remaining portion date of the Employment Agreement Term following such termination Termination without Cause or Constructive Termination. (d) a continuation of the health and dental benefits provided to the Executive and her covered dependents under the Employer’s health and dental plans as in effect from time to time (except that if providing any such benefit under the terms of a plan is not permissible under the terms of the plan or would cause an adverse tax effect, the Employer shall reimburse may provide the Executive with equivalent cash payments outside of the plan at the same time the benefits would otherwise have been taxable to the Executive) for a period of one (1) year following such termination (the “Post Termination Benefit Period”), with no additional cost or charge payable by the Executive. (e) Notwithstanding the foregoing, if at the time of Executive’s Separation from Service (as defined in Treasury Regulation 1.409A-1(h)) the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i), any amount or benefits that constitutes “nonqualified deferred compensation” within the meaning of Code Section 409A that becomes payable to Executive on account of the Executive’s expenses incurred in obtaining similar coverage on his own with such reimbursement being Separation from Service will not be paid no later than until after the earlier of (i) first business day of the seventh month following Executive’s Separation from Service, or (ii) the date of the Executive’s death (the “409A Suspension Period ”). Within fourteen (14) calendar days after the end of the calendar year such expenses are incurred by Executive); and (h) 409A Suspension Period, the Executive shall be paid a cash lump sum payment equal to any payments (including interest on any such payments), and benefits that the Employer would otherwise have been required to provide under this Section 12.5 or Section 12.6 but for the imposition of the 409A Suspension Period delayed because of the preceding sentence. Thereafter, the Executive shall receive any remaining payments and benefits due under this agreement in accordance with the terms of this Section (as if there had not been any Suspension Period beforehand). Notwithstanding any other provision of this agreement, no further obligation benefits or liability amounts shall be payable under this Section 12.5 or Section 12.6 unless the Executive executes and delivers a general release of claims in a form and manner reasonably satisfactory to the Employer including, but not limited to, a release of any and all claims arising out this agreement and the Executive's employment relationship with the Employer, and such release has become irrevocable pursuant to its terms (it being understood, however, that in connection with his performance no event will such release expand any of the post-termination restrictions referred to in paragraph (c) above). The Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered (and no longer subject to revocation, if applicable) within thirty (30) days (or such longer period which is provided by law for review and revocation) following the delivery of such release, signed by the Employer, to the Executive. If such release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, then the following shall apply: (i) To the extent any such cash payment or continuing benefit to be provided is not “deferred compensation” for purposes of Code Section 409A, then such payment or benefit shall commence upon the first scheduled payment date immediately after the date the release is executed and no longer subject to revocation (the “Release Effective Date”). The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement agreement had such payments commenced immediately upon the Executive’s termination of employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following the termination of the Executive’s employment. (except ii) To the extent any such cash payment or continuing obligations benefit to be provided is “deferred compensation” for purposes of Code Section 409A, then such payments or benefits shall be made or commence upon the sixtieth (60) day following the termination of the Executive’s employment. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this agreement had such payments commenced immediately upon the termination of the Executive’s employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following the termination of the Executive’s employment. The Employer may provide, in its sole discretion, that the Executive may continue to participate in any benefits delayed, provided that the Executive shall bear the full cost of such benefits during such delay period. Upon the date such benefits would otherwise commence pursuant to this Section 12.5 or Section 12.6 hereof, the Employer shall reimburse the Executive the Employer’s share of the cost of such benefits, to the extent that such costs otherwise would have been paid by the Employer or to the extent that such benefits otherwise would have been provided by the Employer at no cost to the Executive, in each case had such benefits commenced immediately upon the termination of the Executive’s employment. Any remaining benefits shall be reimbursed or provided by the Employer in accordance with the schedule and procedures specified in Section 11 hereof)herein.

Termination Without Cause or Constructive Termination Without Cause. In Caneum may terminate the event Employee’s employment at any time without Cause, provided that it gives written notice of termination at least ninety (90) days before the Executivedate of such termination. If the Employee’s employment is terminated without Cause, other than due to disability or death, if there is a Constructive Termination constructive termination without Cause, as defined below, the Executive Employee shall be entitled to be paid by receive from Caneum the Employerfollowing: (ai) the Base Salary payment of any unpaid portion of his base salary through the date of such termination; (bii) the cash portion of all declared but unpaid Bonus through the date of terminationreimbursement for any outstanding reasonable business expenses he incurred in performing his duties hereunder; (ciii) all reimbursable business expenses incurred the right to elect continuation coverage of insurance benefits to the extent required by the Executive through the date of terminationlaw; (div) the Employer additionally shall cause full and immediate vesting of one-half (50%) of any Equity Awards that previously were issued by the Employer or any of the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination to be issued and fully vestedunexercised stock options; (ev) payment of any accrued but unpaid benefits, and any other rights, as required by the cash equivalent terms of any employee benefit plan or program of Caneum, this Agreement, or any other agreement between Caneum and the Base Salary, at Employee; (vi) payment of amounts equal to any premiums for health insurance continuation coverage under any Caneum health plan that is elected by the rate in effect on the date of termination (Employee or in the event a Base Salary reduction is the basis for a Constructive Termination without Cause, the Base Salary in effect immediately prior his beneficiaries pursuant to such a reduction) for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (the “Salary Payment”), with the pro rata equivalent of such amount payable from the Employer to the Executive on the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A 4980B of the Internal Revenue Code Code, at a time or times mutually agreed to by the parties, but only so long as described in Section 12.8 belowthe Employee is not eligible for coverage under a health plan of another employer (whether or not he elects to receive coverage under that plan);; and (fvii) for each partial or full year remaining in the then unexpired Employment Agreement Termsubject to limitations set forth below, a cash bonus severance benefit in full and complete satisfaction of any form of cash bonus or cash incentive compensation amounts an amount equal to one and one half (1.5) times the average of all Bonuses paid largest annual base salary received by Employee under the Employer to Agreement if such termination occurs on or before March 29, 2005, and one (1) time the Executive during largest annual base salary received by Employee under the Term prior to terminationAgreement if such termination occurs after March 29, provided2005, howeverbut only if (x) Employee executes an agreement releasing Caneum from any further liability under this Agreement, that if no Bonus (y) the period for revoking such release has been paid prior to terminationexpired, and (z) Employee has not materially breached the amount Confidential Information Agreement. The Employee shall be $100,000 (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary of this Agreement for the remainder of the Employment Agreement Term; provided that, the Employer deemed to have earned and Caneum shall pay to him the present value Employee 75% of the aggregate Base Bonus Amount total severance benefit in a lump sum Section 6(d)(vii) above within thirty (30) days after all of the applicable conditions are satisfied. The remaining 25% of the severance benefit will be deemed earned by Employee, and Caneum shall pay to Employee such remaining 25% of the severance benefit within thirty (30) days following the first anniversary of the Employee’s termination date unless the Employee materially breaches the Confidential Information Agreement during the one year period following the Employee’s termination date, in which case such remaining 25% of the severance benefit will be deemed unearned and will not be paid. All severance benefits paid to the Employee shall be paid subject to all legally required payroll deductions and withholdings for sums owed by Caneum to the Employee. For purposes of this Agreement, constructive termination without Cause shall mean a termination of the Employee at his own initiative following the occurrence, without the Employee’s prior written consent, of one or more of the following events not on account of Cause: (1) a reduction in the Employee’s then current base salary, or a significant reduction by Caneum in Employee’s opportunities for earnings under any incentive compensation plans or bonus opportunity, or the termination or significant reduction of any benefit or perquisite enjoyed by Employee; (2) any relocation of Caneum’s office more than 10 miles from its location as of the Effective Date; (3) the failure of Caneum to obtain an assumption in writing of its obligation to perform under this Agreement by any successor to all or substantially all of the assets of Caneum in connection with any merger, consolidation, sale or similar transaction; or (4) any material breach of this Agreement by Caneum. In the event the Employee is terminated without Cause or there is a constructive termination without Cause, each party shall provide the other with written notice not less than thirty (30) days before the effective date of such the termination (using as the discount rate of seventy-five percent of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below); (g) all benefits provided in Section 9 for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (except that if providing any such benefit under the terms of a plan is not permissible under the terms of the plan or would cause an adverse tax effect, the Employer shall reimburse the Executive’s expenses incurred in obtaining similar coverage on his own with such reimbursement being paid no later than the end of the calendar year such expenses are incurred by Executive); and (h) the Executive shall have no further obligation or liability to the Employer in connection with his performance of this Agreement (except the continuing obligations specified in Section 11 hereof)employment.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive’s employment with the Company is terminated without CauseCause (which termination shall be effective as of the date specified by the Company in a written notice to the Executive), other than due to disability or death, or in the event there is a Constructive Termination without CauseWithout Cause (as defined below), the Executive shall be entitled to be paid by the Employerand Executive’s sole remedies under this Agreement shall be: (ai) the Base Salary through the date of terminationtermination of the Executive’s employment, which shall be paid in a single lump sum not later than 15 days following the Executive’s termination of employment; (bii) the cash portion of all declared but unpaid Bonus through the date of termination; (c) all reimbursable business expenses incurred by the Executive through the date of termination; (d) the Employer additionally shall cause any Equity Awards that previously were issued by the Employer or any of the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination to be issued and fully vested; (e) the cash equivalent of the Base Salary, at the annualized rate in effect on immediately prior to the date of communication (verbal or otherwise) from Company to Executive of termination of the Executive’s employment (or in the event a reduction in Base Salary reduction is the basis for a Constructive Termination without Without Cause, then the Base Salary in effect immediately prior to such reduction), for a reduction) for the lesser period of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term 6 months following such termination to be paid, less applicable withholdings, in accordance with the Company’s standard payroll cycle (the “Salary PaymentInitial Severance Period”) to the extent that such payment is non-qualified deferred compensation as defined in Code Section 409A (as defined below) such payments to commence on the sixtieth (60th) day following the Executive’s termination of employment; provided that if and only if for the seventh (7th) month through the end of the twelfth (12th) month after termination or the portion thereof that Executive does not engage in Competition with the Company as defined in Section 12 below (the “Secondary Severance Period”), with then Executive shall receive Base Salary for the pro rata equivalent Secondary Severance Period in the same manner as paid for the Initial Severance Period; provided further that the salary continuation payment under this Section 10(c)(ii) shall be in lieu of such amount payable from any salary continuation arrangements under any other severance program of the Employer to Company or any other agreement between the Executive on and the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below)Company; (fiii) for each partial or full year remaining in (A) all unvested stock options shall vest as of the then unexpired Employment Agreement Term, a cash bonus in full date of termination and complete satisfaction (B) the right to exercise all outstanding stock options that are vested as of any form the date of cash bonus or cash incentive compensation amounts equal to the average of all Bonuses paid by the Employer to the Executive termination during the Term prior to termination, provided, however, that if no Bonus has been paid prior to termination, the amount shall be $100,000 (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary of this Agreement 90-day period following termination or for the remainder of the Employment Agreement Term; provided thatexercise period, the Employer shall pay to him the present value of the aggregate Base Bonus Amount in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate of seventy-five percent of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below)if less; (giv) continued participation in all benefits provided in Section 9 for medical, and dental plans at the lesser of (i) three (3) years or (ii) same benefit and rate level at which Executive was participating on the remaining portion date of the Employment Agreement Term following such termination (except that if providing any such benefit under of Executive’s employment, subject to the terms of a plan is not permissible under the terms and conditions of the official plan or would cause an adverse tax effectdocuments, until the Employer shall reimburse the Executive’s expenses incurred in obtaining similar coverage on his own with such reimbursement being paid no later than and the end of the calendar year such expenses are incurred by Executive)Severance Period with the continuation under this section being provided through COBRA; (v) if the termination occurs prior to April 1, 2012, the Second MIP Payment to be paid in a single lump sum not later than fifteen (15) days after termination; and (hvi) other or additional benefits then due or earned in accordance with applicable plans and programs of the Executive shall have no further obligation or liability to the Employer in connection with his performance of this Agreement (except the continuing obligations specified in Section 11 hereof)Company.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive’s 's employment is terminated without Cause, other than due to disability or death, or in the event there is a Constructive Termination without Without Cause, the Executive shall be entitled to be paid by the Employerto: (a) the Base Salary through the date of terminationtermination of the Executive's employment; (b) the cash portion of all declared but unpaid Bonus through the date of termination; (c) all reimbursable business expenses incurred by the Executive through the date of termination; (d) the Employer additionally shall cause any Equity Awards that previously were issued by the Employer or any of the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination to be issued and fully vested; (e) the cash equivalent of the Base Salary, at the annualized rate in effect on the date of termination of the Executive's employment (or in the event a reduction in Base Salary reduction is the basis for a Constructive Termination without Without Cause, then the Base Salary in effect immediately prior to such reduction), for a reduction) for the lesser period of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term 36 months following such termination (or until the “Salary Payment”), with the pro rata equivalent of such amount payable from the Employer to the Executive on the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A end of the Internal Revenue Code as described in Section 12.8 below); (f) for each partial or full year remaining in the then unexpired Employment Agreement Term, a cash bonus in full and complete satisfaction of any form of cash bonus or cash incentive compensation amounts equal to the average of all Bonuses paid by the Employer to the Executive during the Term prior to termination, provided, however, that if no Bonus has been paid prior to termination, the amount shall be $100,000 (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary of this Agreement for the remainder of the Employment Agreement Termwhichever is longer; provided that, at the Executive's option, the Employer shall pay to him the present value of the aggregate Base Bonus Amount such salary continuation payments in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate of seventy-five percent 75% of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below); (gi) all benefits provided in Section 9 for the lesser event that such termination occurs during the initial five-year term of this Employment Agreement, immediately vested options to purchase shares of Class A Stock in an amount equal to 166,667 shares less the product of (iA) three 33,333 shares and (3B) the number of full years or elapsed under the Term of this Employment Agreement at an exercise price per share equal to the lowest exercise price of any stock option granted by the Employer in the twelve months prior to termination; (ii) in the remaining portion of the Employment Agreement Term following event that such termination occurs after the initial five-year term of this Employment Agreement, immediately vested exercisable options to purchase 33,333 shares of Class A Stock at an exercise price per share equal to the lowest exercise price of any stock option granted by the Employer in the twelve months prior to termination; (except that if providing any such benefit under d) a Bonus for the terms of a plan is not permissible under unexpired Term, based on the terms of Bonus received for the plan or would cause an adverse tax effectyear prior to termination (the "Base Bonus Amount") multiplied by the then unexpired Term; provided that, at the Executive's option, the Employer shall reimburse pay him the Executive’s expenses incurred in obtaining similar coverage on his own with present value of such reimbursement being paid no later than the end of the calendar year such expenses are incurred by Executive); and (h) the Executive shall have no further obligation or liability to the Employer in connection with his performance of this Agreement (except the continuing obligations specified in Section 11 hereof).salary and bonuses in

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive’s 's employment with the Company is terminated without CauseCause (which termination, other than due called a Termination Without Cause (defined below), shall be effective as of the date specified by the Company in a written notice to disability the Executive), or death, in the event there is a Constructive Termination without CauseWithout Cause (defined below), the Executive shall be entitled to be paid by the Employerand his sole remedies under this Agreement shall be: (ai) the Base Salary through the date of terminationtermination of the Executive's employment, which shall be paid in a single lump sum not later than 15 days following the Executive's termination of employment (or, if sooner, as may be required by state law); (bii) the cash portion of all declared but unpaid Bonus through the date of termination; (c) all reimbursable business expenses incurred by the Executive through the date of termination; (d) the Employer additionally shall cause any Equity Awards that previously were issued by the Employer or any of the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination to be issued and fully vested; (e) the cash equivalent of the Base Salary, at the annualized rate in effect on the date of termination (or in of the event a Base Salary reduction is the basis Executive's employment for a Constructive Termination without Cause, the Base Salary in effect immediately prior period equal to such a reduction) for the lesser of twelve months or the remaining then current Term of Employment (ithe "Severance Period") three payable in accordance with the Company's standard payroll practices; (3) years or (iiiii) the remaining portion balance of any bonus awarded and earned but not paid at the Employment Agreement Term time of termination, which shall be paid in a single lump sum not later than 15 days following such the date of termination (the “Salary Payment”)or, with the pro rata equivalent of such amount payable from the Employer to the Executive on the Employer’s ordinary paydaysif sooner, but not less frequently than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 belowrequired by state law); (fiv) for each partial or full year remaining continued participation in all medical and dental plans at the then unexpired Employment Agreement Term, a cash bonus in full and complete satisfaction of any form of cash bonus or cash incentive compensation amounts equal to same benefit level at which he was participating on the average of all Bonuses paid by the Employer to the Executive during the Term prior to termination, provided, however, that if no Bonus has been paid prior to termination, the amount shall be $100,000 (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary of this Agreement for the remainder date of the Employment Agreement Term; provided that, termination of his employment until the Employer shall pay to him the present value of the aggregate Base Bonus Amount in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate of seventy-five percent of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below);earlier of: (gA) all benefits provided in Section 9 for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (except that if providing any such benefit under the terms of a plan is not permissible under the terms of the plan or would cause an adverse tax effect, the Employer shall reimburse the Executive’s expenses incurred in obtaining similar coverage on his own with such reimbursement being paid no later than the end of the calendar year Severance Period; or (B) the date, or dates, he received equivalent coverage and benefits under the plans and programs of a subsequent employer (such expenses are coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); provided that (x) if the Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause (iv) of this Section 4(d), he shall receive cash payments equal on an after-tax basis to the cost to him of obtaining the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (iv) of this Section 4(d), (y) such cost shall be deemed to be the lowest cost that would be incurred by Executive)the Executive in obtaining such benefit himself on an individual basis, and (z) payment of such amounts shall be made quarterly in advance; (v) All Stock Options which are scheduled to vest during the Severance Period will immediately vest and be exercisable for a period of 180 days or the Severence Period, whichever is greater; and (hvi) other or additional benefits then due or earned in accordance with applicable plans and programs of the Executive shall have no further obligation Company. For the purpose of clarity, it is agreed that any termination related to Executive's death or liability to Disability is covered by the Employer in connection with his performance preceding subsections of this Agreement (except the continuing obligations specified in Section 11 hereof4, and not by this Section 4(d).

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive’s employment is terminated without Cause, other than due to disability or death, or in the event there is a Constructive Termination without Cause, the Executive shall be entitled to be paid by the Employer: (a) the Base Salary through the date of termination; (b) the cash portion of all declared but unpaid Bonus through the date of termination; (c) all reimbursable business expenses incurred by the Executive through the date of termination; (d) the Employer additionally shall cause any Equity Awards that previously were issued by the Employer or any of the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination to be issued and fully vested; (e) the cash equivalent of the Base Salary, at the rate in effect on the date of termination (or in the event a Base Salary reduction is the basis for a Constructive Termination without Cause, the Base Salary in effect immediately prior to such a reduction) for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (the “Salary Payment”), with the pro rata equivalent of such amount payable from the Employer to the Executive on the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary month; or, at the Executive’s option, the Employer shall pay to avoid any adverse tax consequences under Section 409A him the present value of the Internal Revenue Code Salary Payment in a lump sum within thirty (30) days of the effective date of such termination (using as described the discount rate seventy-five percent of the prime rate (as published by The Wall Street Journal) on the first business day of the month in Section 12.8 belowwhich such termination occurs); (fc) for each partial or full year remaining in the then unexpired Employment Agreement Term, a cash bonus in full and complete satisfaction of any form of cash bonus or cash incentive compensation amounts equal to the average of all Bonuses paid by the Employer to the Executive during the Term prior to termination, provided, however, that if no Bonus has been paid prior to termination, the amount shall be $100,000 multiplied by the number of partial or full years remaining in the Employment Agreement Term (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary of this Agreement agreement for the remainder of the Employment Agreement Term; provided that, at the Executive’s option, the Employer shall pay to him the present value of the aggregate Base Bonus Amount Amounts in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate of seventy-five percent of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below); (gd) all benefits provided in Section Sections 8 and 9 for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (except that if providing any such benefit under the terms of a plan is not permissible under the terms of the plan or would cause an adverse tax effect, the Employer shall reimburse may provide the Executive’s expenses incurred in obtaining similar coverage on his own Executive with such reimbursement being paid no later than equivalent cash payments outside of the plan) until the end of the calendar year such expenses are incurred Employment Agreement Term, with no additional cost or charge payable by the Executive); and (he) in the event payment becomes due to the Executive as provided in Sections 12.5(b) or (c), the Executive’s election to receive either the Salary Payment or the Base Bonus Amount in a lump sum shall have no further obligation or liability not preclude the Executive’s election to receive the Employer in connection with his performance of this Agreement (except the continuing obligations specified in Section 11 hereof)other payment(s) over time.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive’s employment is terminated without Cause, other than due to disability or death, or in the event there is a Constructive Termination without Cause, the Executive shall be entitled to be paid by the Employer: (a) the Base Salary through the date of termination, with payment made as soon as practicable but no later than two and one-half months following such termination date; (b) a lump sum, paid as soon as practicable but not later than two and one-half months following such termination date, equal to the cash portion of all declared but unpaid Bonus through present value (calculated using as the date of termination; (c) all reimbursable business expenses incurred by the Executive through the date of termination; (d) the Employer additionally shall cause any Equity Awards that previously were issued by the Employer or any discount rate seventy-five percent of the Participating Subsidiaries to prime rate (as published by The Wall Street Journal) on the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any first business day of the Participating Subsidiaries to the Executive and not so issued through the date month in which such termination occurs) of termination to be issued and fully vested; (e) the cash equivalent of the Base Salary, at the rate in effect on the date of termination (or in the event a Base Salary reduction is the basis for a Constructive Termination without Cause, the Base Salary in effect immediately prior to such a reduction) for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (the “Salary Payment”), with the pro rata equivalent of such amount payable from the Employer to the Executive on the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below); (fc) a lump sum, paid as soon as practicable but not later than two and one-half months following such termination date, equal to the present value (using as the discount rate of seventy-five percent of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs), for each partial or full year remaining in the then unexpired Employment Agreement Term, a cash bonus in full and complete satisfaction of any form of cash bonus or cash incentive compensation amounts equal to the average of all Bonuses paid by the Employer to the Executive during the Term prior to termination, provided, however, that if no Bonus has been paid prior to termination, the amount shall be $100,000 multiplied by the number of partial or full years remaining in the Employment Agreement Term (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary of this Agreement for the remainder of the Employment Agreement Term; provided that, the Employer shall pay to him the present value of the aggregate Base Bonus Amount in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate of seventy-five percent of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below); (gd) all benefits provided in Section Sections 8 and 9 for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (except that if providing any such benefit under the terms of a plan is not permissible under the terms of the plan or would cause an adverse tax effect, the Employer shall reimburse may provide the Executive with equivalent cash payments outside of the plan at the same time the benefits would otherwise have been taxable to the Executive’s expenses incurred in obtaining similar coverage on his own with such reimbursement being paid no later than ) until the end of the calendar year such expenses are incurred Employment Agreement Term, with no additional cost or charge payable by the Executive); and (h) the Executive shall have no further obligation or liability to the Employer in connection with his performance of this Agreement (except the continuing obligations specified in Section 11 hereof).

Termination Without Cause or Constructive Termination Without Cause. In If, subsequent to the event occurrence of: Y) any public announcement by another entity of its intention to engage in any activity which, if successful, would lead to a Change of Control of Company or Bank; or Z) the Executive’s signing of any agreement by Company or Bank incidental to any proposed transaction which, upon completion, would result in a Change of Control of Company or Bank, the Executive(1)s employment is terminated without Cause, other than due to disability Disability or deathDeath, or in the event there is a Constructive Termination without Without Cause, the Executive shall be entitled to be paid by the Employer: (ato: i) the Base Salary through the date of termination; (b) the cash portion of all declared but unpaid Bonus through the date of termination; (c) all reimbursable business expenses incurred by the Executive through the date of termination; (d) the Employer additionally shall cause any Equity Awards that previously were issued by the Employer or any of the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination to be issued and fully vested; (e) the cash equivalent of the Base Salary, at the rate in effect on the date of termination (or in the event a reduction in Base Salary reduction is the basis for a Constructive Termination without Without Cause, then the Base Salary in effect immediately prior to such a reduction) to the date of termination of Executive's employment; plus A) continuation of the Base Salary (or in the event a reduction in Base Salary is the basis for a Constructive Termination Without Cause, then the lesser Base Salary in effect immediately prior to such reduction) through the expiration of (ithis Agreement; or B) three (3) years or (in the event employment is terminated prior to September 30, 1998, continuation of the Base Salary for a period of twelve months; ii) the remaining portion of the Employment Agreement Term following such termination (the “Salary Payment”), with the pro rata equivalent of such amount payable from the Employer to the Executive on the Employer’s ordinary paydaysany bonus awarded or earned, but not less frequently than once per month (or such later date as may be necessary yet paid, to avoid any adverse tax consequences Executive under Section 409A of the Internal Revenue Code as described in Section 12.8 below); (f) for each partial or full year remaining in the then unexpired Employment Agreement Term, a cash bonus in full and complete satisfaction of any form of cash bonus or cash incentive compensation amounts equal to the average of all Bonuses paid by the Employer to the Executive during the Term prior to termination, provided, however, that if no Bonus has been paid prior to termination, the amount shall be $100,000 (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary 5 of this Agreement for the remainder year ending prior to the date of termination of Executive's employment; iii) payment for any accrued but unused vacation pay; iv) any amounts earned, accrued or owing but not yet paid under Sections 6 or 7 of this Agreement; v) continued participation in all medical, dental, hospitalization and life insurance coverage and in other employee benefit plans in which he was participating on the date of the Employment Agreement Term; provided that, termination of his employment until the Employer shall pay to him the present value of the aggregate Base Bonus Amount in a lump sum within thirty (30earlier of: A) days of the effective date of such termination (using as the discount rate of seventy-five percent of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below); (g) all benefits provided in Section 9 for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (except that if providing any such benefit under the terms of a plan is not permissible under the terms of the plan or would cause an adverse tax effect, the Employer shall reimburse the Executive’s expenses incurred in obtaining similar coverage on his own with such reimbursement being paid no later than the end of the calendar year period for which he is receiving salary continuation payments; or B) the date, or dates, he becomes eligible to participate in the benefit plans and programs of a subsequent employer (such expenses are coverages and benefits to be determined on a coverage- by-coverage, or benefit-by-benefit, basis); PROVIDED, that (x) if Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause (v) of this Section 8(b), he shall be provided with the after-tax economic equivalent of the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (vi) of this Section 8(b), (y) the economic equivalent of any benefit foregone shall be deemed to be the lowest cost that would be incurred by Executive)Executive in obtaining such benefit himself on an individual basis, and (z) payment of such after-tax economic equivalent shall be made quarterly in advance; and (hand vi) the Executive shall have no further obligation other or liability to the Employer additional benefits in connection accordance with his performance applicable plans of this Agreement (except the continuing obligations specified in Section 11 hereof).Company and/or Bank. 3

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive’s 's employment is terminated without CauseCause (which termination shall be effective as of the date specified by the Company in a written notice to the Executive), other than due to disability or death, or in the event there is a Constructive Termination without CauseWithout Cause (as defined below), the Executive shall be entitled to be paid by the Employerand his sole remedies under this Agreement shall be: (ai) the Base Salary through the date of terminationtermination of the Executive's employment; (bii) the cash portion of all declared but unpaid Bonus through the date of termination; (c) all reimbursable business expenses incurred by the Executive through the date of termination; (d) the Employer additionally shall cause any Equity Awards that previously were issued by the Employer or any of the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination to be issued and fully vested; (e) the cash equivalent of the Base Salary, at the annualized rate in effect on the date of termination of the Executive's employment (or in the event a reduction in Base Salary reduction is the basis for a Constructive Termination without Without Cause, then the Base Salary in effect immediately prior to such reduction), for a reduction) for the lesser period of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term 36 months following such termination (the “Salary Payment”"Severance Period"), with ; provided that except as set forth in the pro rata equivalent last paragraph of such amount payable from this Section 10(c) the Employer to salary continuation payment under this Section 10(c)(ii) shall be in lieu of any salary continuation arrangements under any other severance program of the Company or any other agreement between the Executive on and the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below)Company; (fiii) pro rata annual incentive award for each partial the year in which termination occurs equal to 40% of annualize Base Salary, payable in a lump sum promptly following termination; (iv) an amount equal to 40% of Base Salary at the annualized rate in effect on the date of termination of the Executive's employment (or full year remaining in the event of a reduction in Base Salary is the basis for a Constructive Termination Without Cause, then unexpired Employment Agreement Termthe Base Salary in effect immediately prior to such reduction) multiplied by three, a cash bonus payable in full and complete satisfaction equal monthly payments over the Severance Period; (v) during the Severance Period, continued lapse of all restrictions on any restricted stock award (including any performance-based restricted stock) outstanding at the time of such termination of employment in accordance with the schedule of such lapses of restrictions set forth in the award; (vi) Company common stock, issued without restrictions, equal to any outstanding award of contingent shares as of the date of termination; (vii) the right to exercise any stock option held by the Executive at the date of his termination (with continued vesting of any form of cash bonus or cash incentive compensation amounts equal to the average of all Bonuses paid by the Employer to the Executive options not yet exercisable during the Term prior Severance Period in accordance with its original schedule), such option to terminationbe exercisable during the Severance Period and for 90 days thereafter or for the remainder of the exercise period if less, provided, however, that if options granted pursuant to the Company's 1987 Stock Option Plan shall in no Bonus has been paid prior event be exercisable after three years following termination and provided further that the Executive shall not be entitled to termination, receive any additional stock incentive awards during the amount shall be $100,000 Severance Period; (viii) the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary balance of this Agreement for the remainder of the Employment Agreement Term; provided that, the Employer shall pay to him the present value of the aggregate Base Bonus Amount in a lump sum within thirty any incentive awards earned (30) days of the effective date of such termination (using as the discount rate of seventy-five percent of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 belowbut not yet paid); (gix) any amounts earned, accrued or owing to the Executive but not yet paid under Section 6, 7, 8 or 9 above; (x) continued participation in all benefits provided medical, dental, health and life insurance plans and in Section 9 for other employee benefit plans or programs (but excluding SERP I and Future Fund) at the lesser of (i) three (3) years or (ii) same benefit level at which he was participating on the remaining portion date of the Employment Agreement Term following such termination of his employment until the earlier of: (except that if providing any such benefit under the terms of a plan is not permissible under the terms of the plan or would cause an adverse tax effect, the Employer shall reimburse the Executive’s expenses incurred in obtaining similar coverage on his own with such reimbursement being paid no later than A) the end of the calendar year Severance Period; or (B) the date, or dates, he receives equivalent coverage and benefits under the plans and programs of a subsequent employer (such expenses are coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); provided that (x) if the Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause (x) of this Section 10(c), he shall receive cash payments equal on an after-tax basis to the cost to him of obtaining the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (x) of this Section 10(c), (y) such cost shall be deemed to be the lowest cost that would be incurred by Executive)the Executive in obtaining such benefit himself on an individual basis, and (z) payment of such amounts shall be made quarterly in advance; and (hxi) other or additional benefits then due or earned in accordance with applicable plans and programs of the Executive shall have no further obligation or liability to the Employer in connection with his performance of this Agreement (except the continuing obligations specified in Section 11 hereof)Company.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive’s 's employment with the Company is terminated without CauseCause (which termination shall be effective as of the date specified by the Company in a written notice to the Executive), other than due to disability death or deathDisability, or in the event there is a Constructive Termination without CauseWithout Cause (as defined above), then subject to Sections 9(k) and 17 below, the Executive shall be entitled to be paid by the Employerand his sole remedies under this Agreement shall be: (ai) the Base Salary through the date of termination of the Executive's employment, which shall be paid in a single lump sum not later than 15 days following the Executive's termination of employment; (ii) $311,497.00 payable in a cash lump sum promptly (but in no event later than 15 days) following the Executive's termination of employment less the aggregate of any payments made to the Executive under Section 5(b) above; (iii) pro rata incentive award for any incomplete performance period of the year in which the Executive's employment termination occurs, assuming that the Executive would have received award(s) equal to 100% of the target award for such performance period for any incomplete performance period, which shall be payable in a lump sum promptly (but in no event later than 15 days) after his employment termination; (biv) the cash portion lapse of all declared but unpaid Bonus through restrictions on any restricted stock award and restricted stock unit awards (including any performance-based restricted stock or restricted stock units) outstanding at the date time of his employment termination; (cv) immediate vesting of any matching grant under STEP and distribution of all reimbursable business expenses incurred by the deferred shares and matching shares, without restrictions, that are credited to Executive through as of the date of employment termination; (dvi) the Employer additionally shall cause any Equity Awards that previously were issued by the Employer or any of the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination to be issued and fully vested; (e) the cash equivalent of the Base Salary, at the rate in effect on the date of termination (or in the event a Base Salary reduction is the basis for a Constructive Termination without Cause, the Base Salary in effect immediately prior to such a reduction) for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (the “Salary Payment”), with the pro rata equivalent of such amount payable from the Employer to the Executive on the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below); (f) for each partial or full year remaining in the then unexpired Employment Agreement Term, a cash bonus in full and complete satisfaction of any form of cash bonus or cash incentive compensation amounts equal to the average immediate vesting of all Bonuses paid by outstanding stock options and the Employer right to the Executive exercise such stock options during the Term prior to termination, provided, however, that if no Bonus has been paid prior to termination, the amount shall be $100,000 (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary of this Agreement Severance Period or for the remainder of the Employment Agreement Term; exercise period, if less; (vii) immediate vesting of any outstanding awards under the "Career Equity" program, payable in a cash lump sum promptly (but in no event later than 15 days) following the Executive's termination of employment; (viii) the balance of any incentive awards earned (but not yet paid), which shall be paid in a single lump sum not later than 15 days following the Executive's termination of employment; (ix) provided thatthe Executive timely elects COBRA coverage, continuation of medical and dental coverage during the Severance Period (or, if earlier, until the time the Executive becomes eligible to participate in another group plan providing such coverage by reason of subsequent employment) on the same terms and conditions as described in this Agreement. The foregoing benefits shall terminate at such time, if any, as the Executive begins participation in the Company's retiree medical program. If, during the period of coverage under the first sentence of this subsection, (A) the Company's medical and/or dental plans or programs cease to exist including due to the Company's (or a successor's) failure to maintain any such plan or program, or (B) if while the Executive is participating in the retiree medical program, the Employer Company terminates such program, then for the remainder of such period, the Company shall pay to him the present value Executive a cash amount on an after-tax basis equal to the Company's cost of providing medical and dental coverage to the Executive prior to the date the Executive's employment terminated, as long as the Executive provides evidence to the Company that he has actually obtained such coverage. Such cash amount shall be paid to the Executive quarterly in advance of the aggregate Base Bonus Amount in a lump sum within thirty date the premiums are due; (30x) days of continued life insurance coverage during the effective date of Severance Period pursuant to the Company's plans or, at the Company's option, pursuant to an election by the Executive to convert such termination (using as life insurance to portable term insurance. The Company shall pay the discount rate of seventy-five percent of premiums associated with such insurance on the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code same terms and conditions as described in Section 12.8 below)this Agreement. The Executive shall complete such paperwork and obtain such physical examinations as shall be necessary for the Company to obtain any coverage under this paragraph. If, during the Severance Period, the Executive becomes eligible to participate in another group plan providing life insurance coverage by reason of subsequent employment, the Executive's entitlement under this subsection will terminate in accordance with the transition of coverage provisions in the Company's policies; (g) all benefits provided in Section 9 for the lesser of (i) three (3) years or (iixi) the remaining portion "lump sum value" payable under Article 7 of the Employment Agreement Term following such termination (except that SERP as if providing any such benefit under the terms of a plan is not permissible under the terms of the plan or would cause an adverse tax effect, the Employer shall reimburse the Executive’s expenses incurred 's employment termination occurred on the day after a "change in obtaining similar coverage on his own with such reimbursement being paid no later than control" as defined in the end of the calendar year such expenses are incurred by Executive)SERP; and (hxii) other or additional benefits then due or earned in accordance with applicable plans and programs of the Executive shall have no further obligation or liability to the Employer in connection with his performance of this Agreement (except the continuing obligations specified in Section 11 hereof)Company.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive’s 's employment is terminated without Cause, other than due to disability or death, or in the event there is a Constructive Termination without Without Cause, the Executive shall be entitled to be paid by the Employerto: (a) the Base Salary through the date of terminationtermination of the Executive's employment; (b) the cash portion of all declared but unpaid Bonus through the date of termination; (c) all reimbursable business expenses incurred by the Executive through the date of termination; (d) the Employer additionally shall cause any Equity Awards that previously were issued by the Employer or any of the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination to be issued and fully vested; (e) the cash equivalent of the Base Salary, at the annualized rate in effect on the date of termination of the Executive's employment (or in the event a reduction in Base Salary reduction is the basis for a Constructive Termination without Without Cause, then the Base Salary in effect immediately prior to such reduction), for a reduction) for the lesser period of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term 36 months following such termination (or until the “Salary Payment”), with the pro rata equivalent of such amount payable from the Employer to the Executive on the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A end of the Internal Revenue Code as described in Section 12.8 below); (f) for each partial or full year remaining in the then unexpired Employment Agreement Term, a cash bonus in full and complete satisfaction of any form of cash bonus or cash incentive compensation amounts equal to the average of all Bonuses paid by the Employer to the Executive during the Term prior to termination, provided, however, that if no Bonus has been paid prior to termination, the amount shall be $100,000 (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary of this Agreement for the remainder of the Employment Agreement Termwhichever is longer; provided that, at the Executive's option, the Employer shall pay to him the present value of the aggregate Base Bonus Amount such salary continuation payments in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate of seventy-five percent 75% of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below); (gi) in the event that such termination occurs during the initial five-year term of this Employment Agreement, immediately vested options to purchase shares of Class A Stock in an amount equal to 25,000 shares less the product of (A) 5,000 shares and (B) the number of full years elapsed under the Term of this Employment Agreement at an exercise price per share equal to the lowest exercise price of any stock option granted by the Employer in the twelve months prior to termination; (ii) in the event that such termination occurs after the initial five-year term of this Employment Agreement, immediately vested exercisable options to purchase 5,000 shares of Class A Stock at an exercise price per share equal to the lowest exercise price of any stock option granted by the Employer in the twelve months prior to termination; (d) a Bonus for the unexpired Term, based on one-half of the Bonus received for the year prior to termination (the "Base Bonus Amount") multiplied by the then unexpired Term; provided that, at the Executive's option, the Employer shall pay him the present value of such salary and bonuses in a lump sum (using as the discount rate 75% of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs); and (e) all benefits provided in Section 9 for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (except that if providing any such benefit under the terms of a plan is not permissible under the terms of the plan or would cause an adverse tax effect, the Employer shall reimburse the Executive’s expenses incurred in obtaining similar coverage on his own with such reimbursement being paid no later than hereof until the end of the calendar year such expenses are incurred by Executive); and (h) the Executive shall have no further obligation or liability to the Employer in connection with his performance of this Agreement (except the continuing obligations specified in Section 11 hereof)Term.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive’s 's employment is terminated by the Company without Cause, other than due to disability Disability, death or deaththe failure of the Company to extend this Agreement in accordance with Section 2 hereof, or in the event there is a Constructive Termination without Cause, the Executive shall be entitled to be paid by the Employerfollowing benefits: (ai) the Base Salary through the date of termination; (bii) the cash portion of all declared but unpaid Bonus through the date of termination; (c) all reimbursable business expenses incurred by the Executive through the date of termination; (d) the Employer additionally shall cause any Equity Awards that previously were issued by the Employer or any of the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination to be issued and fully vested; (e) the cash equivalent of the Base Salary, at the annualized rate in effect on the date of termination (or in the event a Base Salary reduction is the basis for a Constructive Termination without Causetermination, the Base Salary in effect immediately prior to such a reduction) for the lesser greater of (ix) three 12 months and (3) years or (iiy) the remaining portion Term of the Employment Agreement Term following such termination (the “"Salary Payment”), with the pro rata equivalent of such amount payable from the Employer to the Executive on the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 belowContinuation Period"); (fiii) a pro-rata annual incentive award for each partial or full the year remaining in which termination occurs, based on his reference bonus for such year, but in no event less than the then unexpired Employment Agreement Term, a cash bonus in full and complete satisfaction Minimum Guaranteed Bonus for the year of any form of cash bonus or cash incentive compensation amounts equal to the average of all Bonuses paid by the Employer to the Executive during the Term prior to termination, provided, however, that if no Bonus has been payable when annual incentive awards are normally paid prior to termination, the amount shall be $100,000 other senior executives; (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary of this Agreement iv) an annual incentive award for the remainder Salary Continuation Period, based on his reference bonus for the year in which termination occurs and payable on a pro-rata basis in equal installments over the Salary Continuation Period; (v) Transfer Restrictions shall lapse on all Initial Stock Options, including previously exercised Initial Stock Options; the Initial Stock Options shall continue to be exercisable until the later of June 1, 2002 or two years from the Employment Agreement Term; provided that, employment termination date (but in no event beyond the Employer shall pay to him the present value of the aggregate Base Bonus Amount in a lump sum within thirty (30) days of the effective option expiration date of such termination (using as the discount rate of seventy-five percent of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 belowJune 1, 2006); (g) all benefits provided in Section 9 for the lesser of (i) three (3) years or (iivi) the remaining portion of restrictions on the Employment Agreement Term following such termination (except that if providing any such benefit under the terms of a plan is not permissible under the terms of the plan or would cause an adverse tax effect, the Employer Restricted Stock granted pursuant to Section 6 shall reimburse the Executive’s expenses incurred in obtaining similar coverage on his own with such reimbursement being paid no later than the end of the calendar year such expenses are incurred by Executive)lapse; and (hvii) the Executive shall have no further obligation be entitled to continued participation at Company expense in all medical and dental insurance coverage in which he was participating on the date of his termination until the earlier of (x) 18 months following the date of termination and (y) the date, or liability to dates, he receives equivalent coverage and benefits under the Employer in connection with his performance plans and programs of this Agreement (except the continuing obligations specified in Section 11 hereof)a subsequent employer.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive’s 's employment with the Company is terminated without CauseCause (which termination shall be effective as of the date specified by the Company in a written notice to the Executive), other than due to disability death or deathDisability, or in the event there is a Constructive Termination without CauseWithout Cause (as defined below), the Executive shall be entitled to be paid by the Employerand his sole remedies under this Agreement shall be: (ai) the Base Salary through the date of terminationtermination of the Executive's employment, which shall be paid in a single lump sum not later than 15 days following the Executive's termination of employment; (bii) the cash portion of all declared but unpaid Bonus through the date of termination; (c) all reimbursable business expenses incurred by the Executive through the date of termination; (d) the Employer additionally shall cause any Equity Awards that previously were issued by the Employer or any of the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination to be issued and fully vested; (e) the cash equivalent of the Base Salary, at the annualized rate in effect on the date of termination (or in of the event a Base Salary reduction is the basis Executive's employment for a Constructive Termination without Cause, period of three years after the Base Salary in effect immediately prior to such a reduction) for the lesser termination of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination employment (the “Salary Payment”), "Severance Period") payable in accordance with the pro rata equivalent of such amount payable from the Employer to the Executive on the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below)Company's standard payroll practices; (fiii) for each partial or full year remaining in the then unexpired Employment Agreement Term, a cash bonus in full and complete satisfaction balance of any form bonus awarded and earned but not paid at the time of cash bonus or cash incentive compensation amounts equal to termination, which shall be paid in a single lump sum not later than 45 days following the average date of termination; (iv) immediate vesting of all Bonuses paid by the Employer stock options which are unvested but scheduled to the Executive vest during the Term prior to terminationSeverance Period, provided, however, that if no Bonus has been paid prior to termination, all of which will be exercisable during the amount shall be $100,000 (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary of this Agreement Severance Period or for the remainder of the Employment Agreement Term; provided thatexercise period, the Employer shall pay to him the present value of the aggregate Base Bonus Amount in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate of seventy-five percent of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below)if less; (gv) continued participation in all benefits provided in Section 9 for medical, health and life insurance plans at the lesser of (i) three (3) years or (ii) same benefit level at which he was participating on the remaining portion date of the Employment Agreement Term following such termination of his employment until the earlier of: (except that if providing any such benefit under the terms of a plan is not permissible under the terms of the plan or would cause an adverse tax effect, the Employer shall reimburse the Executive’s expenses incurred in obtaining similar coverage on his own with such reimbursement being paid no later than A) the end of the calendar year Severance Period; or (B) the date, or dates, he receives equivalent coverage and benefits under the plans and programs of a subsequent employer (such expenses are coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); provided that (1) if the Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause (vi), he shall receive cash payments equal on an after-tax basis to the cost to him of obtaining the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (vi), (2) such cost shall be deemed to be the lowest reasonable cost that would be incurred by Executive)the Executive in obtaining such benefit himself on an individual basis, and (3) payment of such amounts shall be made quarterly in advance; and (hvi) other or additional benefits then due or earned in accordance with applicable plans and programs of the Executive shall have no further obligation or liability to the Employer in connection with his performance of this Agreement (except the continuing obligations specified in Section 11 hereof)Company.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive’s 's employment is terminated without Cause, other than due to disability or death, or in the event there is a Constructive Termination without Without Cause, the Executive shall be entitled to be paid by the Employerto: (a) the Base Salary through the date of terminationtermination of the Executive's employment; (b) the cash portion of all declared but unpaid Bonus through the date of termination; (c) all reimbursable business expenses incurred by the Executive through the date of termination; (d) the Employer additionally shall cause any Equity Awards that previously were issued by the Employer or any of the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination to be issued and fully vested; (e) the cash equivalent of the Base Salary, at the annualized rate in effect on the date of termination of the Executive's employment (or in the event a reduction in Base Salary reduction is the basis for a Constructive Termination without Without Cause, then the Base Salary in effect immediately prior to such reduction), for a reduction) for the lesser period of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term 36 months following such termination (or until the “Salary Payment”), with the pro rata equivalent of such amount payable from the Employer to the Executive on the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A end of the Internal Revenue Code as described in Section 12.8 below); (f) for each partial or full year remaining in the then unexpired Employment Agreement Term, a cash bonus in full and complete satisfaction of any form of cash bonus or cash incentive compensation amounts equal to the average of all Bonuses paid by the Employer to the Executive during the Term prior to termination, provided, however, that if no Bonus has been paid prior to termination, the amount shall be $100,000 (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary of this Agreement for the remainder of the Employment Agreement Termwhichever is longer; provided that, at the Executive's option, the Employer shall pay to him the present value of the aggregate Base Bonus Amount such salary continuation payments in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate of seventy-five percent 75% of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below); (gi) in the event that such termination occurs during the initial five-year term of this Employment Agreement, immediately vested options to purchase shares of Class A Stock in an amount equal to 100,000 shares less the product of (A) 20,000 shares and (B) the number of full years elapsed under the Term of this Employment Agreement at an exercise price per share equal to the lowest exercise price of any stock option granted by the Employer in the twelve months prior to termination; (ii) in the event that such termination occurs after the initial five-year term of this Employment Agreement, immediately vested exercisable options to purchase 20,000 shares of Class A Stock at an exercise price per share equal to the lowest exercise price of any stock option granted by the Employer in the twelve months prior to termination; (d) a Bonus for the unexpired Term, based on the Bonus received for the year prior to termination (the "Base Bonus Amount") multiplied by the then unexpired Term; provided that, at the Executive's option, the Employer shall pay him the present value of such salary and bonuses in a lump sum (using as the discount rate 75% of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs); and (e) all benefits provided in Section 9 for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (except that if providing any such benefit under the terms of a plan is not permissible under the terms of the plan or would cause an adverse tax effect, the Employer shall reimburse the Executive’s expenses incurred in obtaining similar coverage on his own with such reimbursement being paid no later than hereof until the end of the calendar year such expenses are incurred by Executive); and (h) the Executive shall have no further obligation or liability to the Employer in connection with his performance of this Agreement (except the continuing obligations specified in Section 11 hereof)Term.

Termination Without Cause or Constructive Termination Without Cause. In the event the Employer terminates Executive’s employment is terminated without Cause, other than due to disability Disability or death, or in the event there is a Constructive Termination without Cause (in each case other than a Change in Control Termination as set forth in Section 12.6), the Executive shall be entitled to: (a) be paid by the Employer (i) the Base Salary in effect on the date of termination (or in the event a Base Salary reduction is the basis for a Constructive Termination without Cause, the Executive shall be entitled to be paid by the Employer: (a) the Base Salary in effect immediately prior to such a reduction) through the date of termination; termination (bin the proportions of cash and shares of stock that the Executive has elected pursuant to Section 6.2, it being agreed that all other payments described in this Section 12.5 will be paid entirely in cash), (ii) any previously awarded and unpaid Annual Cash Bonus; and (iii) a pro rated Annual Cash Bonus for the cash portion year of all declared but unpaid termination based on the Annual Cash Bonus through paid to the date of termination; Executive for the immediately preceding Employment Year or $100,000, whichever is greater; (civ) all unpaid reimbursable business expenses incurred by the Executive through the date of termination;, with payment made as soon as practicable but no later than two and one-half months following such termination date; and (v) $75,000 lump sum payment to reimburse Executive for the reasonable and necessary expenses associated with his relocation for a new position outside of the Metropolitan Area. (db) the Employer additionally shall cause any Equity Awards that previously were issued a lump sum, to be paid by the Employer or any of the Participating Subsidiaries as soon as practicable but not later than two and one-half months following such termination date, equal to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination to be issued and fully vested; (e) the cash equivalent of the Base Salary, at the rate Salary in effect on the date of termination (or in the event a Base Salary reduction is the basis for a Constructive Termination without Cause, the Base Salary in effect immediately prior to such a reduction) for the lesser of a six (i6) three (3) years or (ii) the remaining portion of the Employment Agreement Term month period following such termination (the “Post Termination Salary Payment”). In consideration for the Post Termination Salary Payment, Executive shall agree in writing to comply with the pro rata equivalent terms of such amount payable from Sections 14.1, 14.2, 14.5 and 14.6 hereof (notwithstanding a Termination without Cause or a Constructive Termination hereunder) for a period of twelve (12) months following the Employer date of the Termination without Cause or Constructive Termination. (c) a continuation of the health and dental benefits provided to the Executive on and his covered dependents under the Employer’s ordinary paydays, but not less frequently than once per month (or such later date health and dental plans as may be necessary in effect from time to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below); (f) for each partial or full year remaining in the then unexpired Employment Agreement Term, a cash bonus in full and complete satisfaction of any form of cash bonus or cash incentive compensation amounts equal to the average of all Bonuses paid by the Employer to the Executive during the Term prior to termination, provided, however, that if no Bonus has been paid prior to termination, the amount shall be $100,000 (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary of this Agreement for the remainder of the Employment Agreement Term; provided that, the Employer shall pay to him the present value of the aggregate Base Bonus Amount in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate of seventy-five percent of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below); (g) all benefits provided in Section 9 for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination time (except that if providing any such benefit under the terms of a plan is not permissible under the terms of the plan or would cause an adverse tax effect, the Employer shall reimburse may provide the Executive with equivalent cash payments outside of the plan at the same time the benefits would otherwise have been taxable to the Executive) for a period of one (1) year following such termination (the “Post Termination Benefit Period”), with no additional cost or charge payable by the Executive. (d) Notwithstanding the foregoing, if at the time of Executive’s Separation from Service (as defined in Treasury Regulation 1.409A-1(h)) the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i), any amount or benefits that constitutes “nonqualified deferred compensation” within the meaning of Code Section 409A that becomes payable to Executive on account of the Executive’s expenses incurred in obtaining similar coverage on his own with such reimbursement being Separation from Service will not be paid no later than until after the earlier of (i) first business day of the seventh month following Executive’s Separation from Service, or (ii) the date of the Executive’s death (the “ 409A Suspension Period ”). Within fourteen (14) calendar days after the end of the calendar year such expenses are incurred by Executive); and (h) 409A Suspension Period, the Executive shall be paid a cash lump sum payment equal to any payments (including interest on any such payments), and benefits that the Employer would otherwise have been required to provide under this Section 12.5 or Section 12.6 but for the imposition of the 409A Suspension Period delayed because of the preceding sentence. Thereafter, the Executive shall receive any remaining payments and benefits due under this agreement in accordance with the terms of this Section (as if there had not been any Suspension Period beforehand). Notwithstanding any other provision of this agreement, no further obligation benefits or liability amounts shall be payable under this Section 12.5 or Section 12.6 unless the Executive executes and delivers a general release of claims in a form and manner reasonably satisfactory to the Employer including, but not limited to, a release of any and all claims arising out this agreement and the Executive's employment relationship with the Employer, and such release has become irrevocable pursuant to its terms (it being understood, however, that in connection with his performance no event will such release expand any of the post-termination restrictions referred to in paragraph (c) above). The Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered (and no longer subject to revocation, if applicable) within thirty (30) days or such longer period which is provided by law for review and revocation) following the delivery of such release, signed by the Employer, to the Executive. If such release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, then the following shall apply: (i) To the extent any such cash payment or continuing benefit to be provided is not “deferred compensation” for purposes of Code Section 409A, then such payment or benefit shall commence upon the first scheduled payment date immediately after the date the release is executed and no longer subject to revocation (the “Release Effective Date”). The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement agreement had such payments commenced immediately upon the Executive’s termination of employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following the termination of the Executive’s employment. (except ii) To the extent any such cash payment or continuing obligations benefit to be provided is “deferred compensation” for purposes of Code Section 409A, then such payments or benefits shall be made or commence upon the sixtieth (60) day following the termination of the Executive’s employment. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this agreement had such payments commenced immediately upon the termination of the Executive’s employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following the termination of the Executive’s employment. The Employer may provide, in its sole discretion, that the Executive may continue to participate in any benefits delayed, provided that the Executive shall bear the full cost of such benefits during such delay period. Upon the date such benefits would otherwise commence pursuant to this Section 12.5 or Section 12.6 hereof, the Employer shall reimburse the Executive the Employer’s share of the cost of such benefits, to the extent that such costs otherwise would have been paid by the Employer or to the extent that such benefits otherwise would have been provided by the Employer at no cost to the Executive, in each case had such benefits commenced immediately upon the termination of the Executive’s employment. Any remaining benefits shall be reimbursed or provided by the Employer in accordance with the schedule and procedures specified in Section 11 hereof)herein.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive’s 's employment is terminated without CauseCause (which termination shall be effective as of the date specified by the Company in a written notice to the Executive), other than due to disability or death, or in the event there is a Constructive Termination without CauseWithout Cause (as defined below), the Executive shall be entitled to be paid by the Employerand his sole remedies under this Agreement shall be: (ai) the Base Salary through the date of terminationtermination of the Executive's employment; (bii) the cash portion of all declared but unpaid Bonus through the date of termination; (c) all reimbursable business expenses incurred by the Executive through the date of termination; (d) the Employer additionally shall cause any Equity Awards that previously were issued by the Employer or any of the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination to be issued and fully vested; (e) the cash equivalent of the Base Salary, at the annualized rate in effect on the date of termination of the Executive's employment (or in the event a reduction in Base Salary reduction is the basis for a Constructive Termination without Without Cause, then the Base Salary in effect immediately prior to such reduction), for a reduction) for the lesser period of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term 24 months following such termination (the “Salary Payment”"Severance Period"), with ; provided that the pro rata equivalent salary continuation payment under this Section 10(c)(ii) shall be in lieu of such amount payable from any salary continuation arrangements under any other severance program of the Employer to Company or any other agreement between the Executive on and the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below)Company; (fiii) pro rata annual incentive award for each partial or full the year remaining in the then unexpired Employment Agreement Termwhich termination occurs based on 42% of Base Salary, payable in a cash bonus in full and complete satisfaction of any form of cash bonus or cash incentive compensation amounts lump sum promptly following termination; (iv) an amount equal to 42% of Base Salary multiplied by two, payable in equal monthly payments over the average Severance Period; (v) lapse of all Bonuses paid restrictions on any restricted stock award (including any performance-based restricted stock) outstanding at the time of such termination of employment; (vi) Company common stock, issued without restrictions, equal to any outstanding award of contingent shares as of the date of termination; (vii) the right to exercise any stock option held by the Employer to Executive at the Executive date of his termination (with any option not yet exercisable becoming vested during the Term prior Severance Period in accordance with its original schedule), such option to terminationremain exercisable during the Severance Period and for 90 days thereafter or for the remainder of the exercise period if less, provided, however, that if options granted pursuant to the Company's 1987 Stock Option Plan shall in no Bonus has been paid prior event be exercisable after three years following termination and provided further that the Executive shall not be entitled to termination, receive any additional stock incentive awards during the amount shall be $100,000 Severance Period; (viii) the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary balance of this Agreement for the remainder of the Employment Agreement Term; provided that, the Employer shall pay to him the present value of the aggregate Base Bonus Amount in a lump sum within thirty any incentive awards earned (30) days of the effective date of such termination (using as the discount rate of seventy-five percent of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 belowbut not yet paid); (gix) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8 or 9 above; (x) in the event that his Termination without Cause or Constructive Termination Without Cause occurs before the Executive has met the age and service requirements of SERP I, the Company will provide the Executive at age 55 with an Annual Benefit equal to 25% of Compensation (as such terms are defined in SERP I); (xi) continued participation in all benefits provided medical, dental, health and life insurance plans and in Section 9 for other employee benefit plans or programs (but excluding SERP I and Future Fund) at the lesser of (i) three (3) years or (ii) same benefit level at which he was participating on the remaining portion date of the Employment Agreement Term following such termination of his employment until the earlier of: (except that if providing any such benefit under the terms of a plan is not permissible under the terms of the plan or would cause an adverse tax effect, the Employer shall reimburse the Executive’s expenses incurred in obtaining similar coverage on his own with such reimbursement being paid no later than A) the end of the calendar year Severance Period; or (B) the date, or dates, he receives equivalent coverage and benefits under the plans and programs of a subsequent employer (such expenses are coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); provided that (x) if the Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause (xi) of this Section 10(c), he shall receive cash payments equal on an after-tax basis to the cost to him of obtaining the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (xi) of this Section 10(c), (y) such cost shall be deemed to be the lowest cost that would be incurred by Executive)the Executive in obtaining such benefit himself on an individual basis, and (z) payment of such amounts shall be made quarterly in advance; and (hxii) other or additional benefits then due or earned in accordance with applicable plans and programs of the Executive shall have no further obligation or liability to the Employer in connection with his performance of this Agreement (except the continuing obligations specified in Section 11 hereof)Company.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive’s employment is terminated without Cause, other than due to disability or death, or in the event there is a Constructive Termination without Cause, the Executive shall be entitled to be paid by the Employer: (a) the Base Salary through the date of termination, with payment made as soon as practicable but no later than thirty (30) days following such termination date; (b) a lump sum, paid as soon as practicable but not later than thirty (30) days following such termination date, equal to the cash portion of all declared but unpaid Bonus through present value (calculated using as the date of termination; (c) all reimbursable business expenses incurred by the Executive through the date of termination; (d) the Employer additionally shall cause any Equity Awards that previously were issued by the Employer or any discount rate seventy-five percent of the Participating Subsidiaries to prime rate (as published by The Wall Street Journal) on the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any first business day of the Participating Subsidiaries to the Executive and not so issued through the date month in which such termination occurs) of termination to be issued and fully vested; (e) the cash equivalent of three (3) times the Base Salary, at the rate in effect on the date of termination (or in the event a Base Salary reduction is the basis for a Constructive Termination without Cause, the Base Salary in effect immediately prior to such a reduction) for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (the “Salary Payment”), with the pro rata equivalent of such amount payable from the Employer to the Executive on the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below); (fc) for each partial or full year remaining in the then unexpired Employment Agreement Term, a cash bonus in full and complete satisfaction of any form of cash bonus or cash incentive compensation amounts equal to the average of all Bonuses paid by the Employer to the Executive during the Term prior to termination, provided, however, that if no Bonus has been paid prior to termination, the amount shall be $100,000 (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary of this Agreement for the remainder of the Employment Agreement Term; provided that, the Employer shall pay to him the present value of the aggregate Base Bonus Amount in a lump sum within sum, paid as soon as practicable but not later than thirty (30) days of the effective date of following such termination date, equal to the present value (using as the discount rate of seventy-five percent of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs), of a cash bonus, for each partial or full year remaining in the then unexpired Employment Agreement Term, in full and complete satisfaction of any form of cash bonus or cash incentive compensation amounts equal to the average of all bonuses paid or earned (if not yet paid) by the Employer to the Executive during the Term prior to termination (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below“Base Bonus Amount”); (gd) all benefits provided in Section Sections 8 and 9 for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (except that if providing any such benefit under the terms of a plan is not permissible under the terms of the plan or would cause an adverse tax effect, the Employer may provide the Executive with equivalent cash payments outside of the plan at the same time the benefits would otherwise have been taxable to the Executive) until the end of the Employment Agreement Term, with no additional cost or charge payable by the Executive; and (e) Notwithstanding the foregoing, if any amount payable to Executive under this Agreement on account of Executive’s termination of employment constitutes “nonqualified deferred compensation” within the meaning of Code Section 409A, such amounts shall reimburse be payable upon the Executive’s “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h), without regard to any of the optional provisions thereunder, from the Company and any entity that would be considered a single employer with the Company under Code Section 414(b) or 414(c) (“Separation from Service”); provided, however, if at the time of Executive’s Separation from Service the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i), any amount or benefits that constitutes “nonqualified deferred compensation” within the meaning of Code Section 409A that becomes payable to Executive on account of the Executive’s Separation from Service will not be paid until after the earlier of (i) first business day of the seventh month following Executive’s Separation from Service, or (ii) the date of the Executive’s death (the “409A Suspension Period”). Within two (2) business days after the end of the 409A Suspension Period, the Executive shall be paid a cash lump sum payment equal to any payments (including interest on any such payments), and benefits that the Employer would otherwise have been required to provide under this Section 12.5 or Section 12.6 but for the imposition of the 409A Suspension Period delayed because of the preceding sentence. Thereafter, the Executive shall receive any remaining payments and benefits due under this agreement in accordance with the terms of this Section (as if there had not been any Suspension Period beforehand). Each payment under this agreement shall be treated as a separate payment for purposes of Code Section 409A. Notwithstanding anything in this Agreement to the contrary, all reimbursements and in-kind benefits provided under this Agreement shall be made in accordance with the following requirements of Code Section 409A: (i) the reimbursement of eligible expenses incurred in obtaining similar coverage on his own with such reimbursement being paid will be made no later than the end of the calendar year such following the calendar year in which the expenses are were incurred by Executive); and (hii) except as permitted by Code Section 409A, the Executive shall have no further obligation amount of expenses eligible for reimbursement, or liability in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement or in-kind benefits to the Employer be provided, in connection with his performance any other calendar year; and (iii) any right to reimbursement of this Agreement (except the continuing obligations specified in Section 11 hereof)eligible expenses or in-kind benefits is not subject to liquidation or exchange for any other benefit.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive’s employment is terminated by the Company without Cause, other than due to disability Disability or death, or in the event there is a Constructive Termination without Cause, the Executive shall be entitled to be paid by the Employerfollowing benefits: (ai) the Base Salary through the date of termination; (bii) the cash portion of all declared but unpaid Bonus through the date of termination; (c) all reimbursable business expenses incurred by the Executive through the date of termination; (d) the Employer additionally shall cause any Equity Awards that previously were issued by the Employer or any of the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination to be issued and fully vested; (e) the cash equivalent of the Base Salary, at the annualized rate in effect on the date of termination (or in the event a Base Salary reduction is the basis termination, for a Constructive Termination without Cause, the Base Salary in effect immediately prior to such a reduction) for the lesser period of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term 24 months following such termination, payable promptly following the date of termination (the “Salary Payment”), with the pro rata equivalent of such amount payable from the Employer to the Executive on the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below)a lump sum; (fiii) a Pro Rata annual incentive award for each partial or full the year remaining in which termination occurs, based on the time the executive was employed in that year if, and to the extent, such awards are otherwise earned, to be paid in a single installment when such awards are paid to others in the year following the year of termination; (iv) an annual incentive award at twice the Target bonus level for the year in which termination occurs, promptly payable in a single installment after his termination; (v) all outstanding options, whether or not then unexpired Employment Agreement Termvested, shall vest and shall remain exercisable for a cash bonus in full period of two years or until the end of their term, if less; (vi) Pro Rata long-term incentives shall be payable when scheduled to be paid (if, and complete satisfaction of any form of cash bonus or cash incentive compensation amounts equal to the average of all Bonuses paid by the Employer to the Executive during the Term prior to terminationextent, such awards are payable), provided, however, that if no Bonus has been in the event incentives are scheduled to be paid prior to termination, the amount shall be $100,000 (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary within six months of this Agreement for the remainder of the Employment Agreement Term; provided that, the Employer shall pay to him the present value of the aggregate Base Bonus Amount in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate of seventy-five percent of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below); (g) all benefits provided in Section 9 for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (except that if providing any such benefit under the terms of a plan is not permissible under the terms of the plan or would cause an adverse tax effect, the Employer shall reimburse the Executive’s expenses incurred in obtaining similar coverage on termination, then the Executive’s incentives shall be paid six months after his own with such reimbursement being paid no later than the end of the calendar year such expenses are incurred by Executive)termination; and (hvii) continued participation in all medical, dental, vision and hospitalization insurance coverage and in other employee benefit plans or programs covered by Section 8 in which he was participating on the date of the termination of his employment until the earlier of 24 months following termination of employment or the date, or dates, he receives equivalent coverage and benefits from a subsequent employer; provided, however, that this continued participation does not include continued participation in either the qualified pension plan or the 401(k) plan. In the event the Company’s plans do not permit continuation of Executive’s participation in the benefit plans and programs covered by this Section 12(d)(vii), following his termination, the Company shall provide the Executive shall have no further obligation or liability with an amount which, after taxes, is sufficient for him to purchase equivalent benefits excluding the Employer in connection with his performance of this Agreement (except qualified pension plan and the continuing obligations specified in Section 11 hereof)401(k) plan.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive’s 's employment is terminated by the Company without Cause, other than due to disability Disability or death, or in the event there is a Constructive Termination without Cause, the Executive shall be entitled to be paid by the Employerfollowing benefits: (ai) the Base Salary through the date of termination; (bii) the cash portion of all declared but unpaid Bonus through the date of termination; (c) all reimbursable business expenses incurred by the Executive through the date of termination; (d) the Employer additionally shall cause any Equity Awards that previously were issued by the Employer or any of the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination to be issued and fully vested; (e) the cash equivalent of the Base Salary, at the annualized rate in effect on the date of termination (or in the event a Base Salary reduction is the basis termination, for a Constructive Termination without Cause, the Base Salary in effect immediately prior to such a reduction) for the lesser period of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term 24 months following such termination (the “Salary Payment”), with the pro rata equivalent of such amount payable from the Employer to the Executive on the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below); (f) for each partial or full year remaining in the then unexpired Employment Agreement Term, a cash bonus in full and complete satisfaction of any form of cash bonus or cash incentive compensation amounts equal to the average of all Bonuses paid by the Employer to the Executive during the Term prior to termination, provided, however, that if no Bonus has been paid prior to termination, the amount shall be $100,000 (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary of this Agreement for the remainder of the Employment Agreement Term; provided that, at the Employer Executive's option, the Company shall pay to him the present value of the aggregate Base Bonus Amount such salary continuation payments in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate of seventy-five percent the applicable Federal rate specified under Section 1274 of the prime rate Internal Revenue Code of 1986, as amended (the "Code"), for short-term Treasury obligations as published by The Wall Street Journal) the Internal Revenue Service for the first business day of the month in which such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below); (giii) a Pro Rata annual incentive award for the year in which termination occurs, based on his original target award for such year, payable when annual incentive awards are paid to other senior executives (or in a lump sum in accordance with the proviso in Section 12(d)(ii)); (iv) an annual incentive award for a period of 24 months following the date of termination, based on his original target award for the year in which termination occurs and payable in equal monthly installments over the 24-month period of Base Salary continuation payments pursuant to Section 12(d)(ii) (or in a lump sum in accordance with the proviso in Section 12(d)(ii)); (v) all benefits outstanding options, whether or not then exercisable, shall become exercisable and shall remain exercisable until the end of their originally scheduled terms; (vi) the restrictions on restricted stock shall lapse; (vii) payment of Restricted Stock Units in accordance with Section 7(c) and Exhibit D; (viii) payout for each LTIP performance cycle in which the Executive was then participating, based on the original target performance, payable in accordance with the plan (or in a lump sum in accordance with the proviso in Section 12(d)(ii)); (ix) the supplemental pension benefit provided in Section 9 for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (except that if providing any such benefit under the terms of a plan is not permissible under the terms of the plan or would cause an adverse tax effect, the Employer shall reimburse the Executive’s expenses incurred in obtaining similar coverage on his own with such reimbursement being paid no later than the end of the calendar year such expenses are incurred by Executive)fully vest; and (hx) the Executive shall have no further obligation be entitled to continued participation in all medical, dental, vision and hospitalization insurance coverage and in other employee benefit plans or liability to programs in which he was participating on the Employer date of his termination until the earlier of: (A) 24 months following the date of termination and (B) the date, or dates, he receives equivalent coverage and benefits under the plans and programs of a subsequent employer. The Executive shall promptly advise the Company of any such subsequent employment and the benefits he receives in connection with his performance of this Agreement (except the continuing obligations specified in Section 11 hereof)therewith.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive’s 's employment with the Company is terminated without CauseCause (which termination shall be effective as of the date specified by the Company in a written notice to the Executive), other than due to disability death or deathDisability, or in the event there is a Constructive Termination without CauseWithout Cause (as defined below), the Executive shall be entitled to be paid by the Employerand his sole remedies under this Agreement shall be: (ai) the Base Salary through the date of terminationtermination of the Executive's employment, which shall be paid in a single lump sum not later than 15 days following the Executive's termination of employment; (bii) the cash portion of all declared but unpaid Bonus through the date of termination; (c) all reimbursable business expenses incurred by the Executive through the date of termination; (d) the Employer additionally shall cause any Equity Awards that previously were issued by the Employer or any of the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination to be issued and fully vested; (e) the cash equivalent of the Base Salary, at the annualized rate in effect on the date of termination (or in of the event a Base Salary reduction is the basis Executive's employment for a Constructive Termination without Cause, period of one year after the Base Salary in effect immediately prior to such a reduction) for the lesser termination of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination employment (the “Salary Payment”), "SEVERANCE PERIOD") payable in accordance with the pro rata equivalent of such amount payable from the Employer to the Executive on the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below)Company's standard payroll practices; (fiii) for each partial or full year remaining in the then unexpired Employment Agreement Term, a cash bonus in full and complete satisfaction balance of any form bonus awarded and earned but not paid at the time of cash bonus or cash incentive compensation amounts equal termination, which shall be paid in a single lump sum not later than required by law following the date of termination; (iv) immediate vesting of all shares subject to the average stock options which are unvested, all of all Bonuses paid by the Employer to the Executive which will be exercisable during the Term prior to termination, provided, however, that if no Bonus has been paid prior to termination, the amount shall be $100,000 (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary of this Agreement Severance Period or for the remainder of the Employment Agreement Term; provided that, the Employer shall pay to him the present value term of the aggregate Base Bonus Amount in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate of seventy-five percent of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below)option, if less; (gv) continued participation in all benefits provided in Section 9 for medical, health and life insurance plans at the lesser of (i) three (3) years or (ii) same benefit level at which he was participating on the remaining portion date of the Employment Agreement Term following such termination of his employment until the earlier of: (except that if providing any such benefit under the terms of a plan is not permissible under the terms of the plan or would cause an adverse tax effect, the Employer shall reimburse the Executive’s expenses incurred in obtaining similar coverage on his own with such reimbursement being paid no later than A) the end of the calendar year Severance Period; or (B) the date, or dates, he receives equivalent coverage and benefits under the plans and programs of a subsequent employer (such expenses are coverage and benefits to be determined on a coverage-by-coverage, or benefit-by benefit, basis); provided that (1) if the Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause (v), he shall receive cash payments equal on an after-tax basis to the cost to him of obtaining the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (v), (2) such cost shall be deemed to be the lowest reasonable cost that would be incurred by Executive)the Executive in obtaining such benefit himself on an individual basis, and (3) payment of such amounts shall be made quarterly in advance; and (hvi) other or additional benefits then due or earned in accordance with applicable plans and programs of the Executive shall have no further obligation or liability to the Employer in connection with his performance of this Agreement (except the continuing obligations specified in Section 11 hereof)Company.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive’s employment with the Company is terminated without CauseCause (which termination shall be effective as of the date specified by the Company in a written notice to the Executive), other than due to disability or death, or in the event there is a Constructive Termination without CauseWithout Cause (as defined below), the Executive shall be entitled to be paid by the Employerand Executive’s sole remedies under this Agreement shall be: (ai) the Base Salary through the date of terminationtermination of the Executive’s employment, which shall be paid in a single lump sum not later than 15 days following the Executive’s termination of employment; (bii) the cash portion of all declared but unpaid Bonus through the date of termination; (c) all reimbursable business expenses incurred by the Executive through the date of termination; (d) the Employer additionally shall cause any Equity Awards that previously were issued by the Employer or any of the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination to be issued and fully vested; (e) the cash equivalent of the Base Salary, at the annualized rate in effect on immediately prior to the date of communication (verbal or otherwise) from Company to Executive of termination of the Executive’s employment (or in the event a reduction in Base Salary reduction is the basis for a Constructive Termination without Without Cause, then the Base Salary in effect immediately prior to such reduction), for a reduction) for the lesser period of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term 12 months following such termination to be paid, less applicable withholdings, in accordance with the Company’s standard payroll cycle (the “Salary PaymentSection 10(c) Severance Period”), with ; provided further that the pro rata equivalent salary continuation payment under this Section 10(c)(ii) shall be in lieu of such amount payable from any salary continuation arrangements under any other severance program of the Employer to Company or any other agreement between the Executive on and the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below)Company; (fiii) for each partial or full year remaining in the then unexpired Employment Agreement Term, a cash bonus in full and complete satisfaction of any form of cash bonus or cash incentive compensation amounts equal to the average of all Bonuses paid by the Employer to the Executive during the Term prior to termination, provided, however, that if no Bonus has been paid prior to termination, the amount shall be $100,000 (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary of this Agreement for the remainder of the Employment Agreement Term; provided that, the Employer shall pay to him the present value of the aggregate Base Bonus Amount in a lump sum payment equal to one time Target bonus to be paid within thirty (30) days of the effective date of such termination (using as the discount rate of seventy-five percent of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below)termination; (giv) (A) all benefits provided in Section 9 unvested options shall vest as of the date of termination; and (B) the right to exercise all outstanding vested stock options during the one (1) year period following termination or for the lesser of (i) three (3) years or (ii) the remaining portion remainder of the Employment Agreement Term following such exercise period if less; (v) continued participation in all medical, and dental plans at the same benefit level at which Executive was participating on the date of the termination (except that if providing any such benefit under of Executive’s employment, subject to the terms of a plan is not permissible under the terms and conditions of the official plan or would cause an adverse tax effectdocuments, the Employer shall reimburse the Executive’s expenses incurred in obtaining similar coverage on his own with such reimbursement being paid no later than until the end of the calendar year such expenses are incurred by Executive)Section 10(c) Severance Period; and (hvi) other or additional benefits then due or earned in accordance with applicable plans and programs of the Executive shall have no further obligation or liability to the Employer in connection with his performance of this Agreement (except the continuing obligations specified in Section 11 hereof)Company.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive’s 's employment with the Company is terminated without CauseCause (which termination shall be effective as of the date specified by the Company in a written notice to the Executive), other than due to disability death or deathDisability, or in the event there is a Constructive Termination without CauseWithout Cause (as defined above), then subject to Sections 9(k) and 17 below, the Executive shall be entitled to be paid by the Employerand his sole remedies under this Agreement shall be: (ai) the Base Salary through the date of termination of the Executive's employment, which shall be paid in a single lump sum not later than 15 days following the Executive's termination of employment; (ii) $484,998.00 payable in a cash lump sum promptly (but in no event later than 15 days) following the Executive's termination of employment less the aggregate of any payments made to the Executive under Section 5(b) above; (iii) pro rata incentive award for any incomplete performance period of the year in which the Executive's employment termination occurs, assuming that the Executive would have received award(s) equal to 100% of the target award for such performance period for any incomplete performance period, which shall be payable in a lump sum promptly (but in no event later than 15 days) after his employment termination; (biv) the cash portion lapse of all declared but unpaid Bonus through restrictions on any restricted stock award and restricted stock unit awards (including any performance-based restricted stock or restricted stock units) outstanding at the date time of his employment termination; (cv) immediate vesting of any matching grant under STEP and distribution of all reimbursable business expenses incurred by the deferred shares and matching shares, without restrictions, that are credited to Executive through as of the date of employment termination; (dvi) the Employer additionally shall cause any Equity Awards that previously were issued by the Employer or any of the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination to be issued and fully vested; (e) the cash equivalent of the Base Salary, at the rate in effect on the date of termination (or in the event a Base Salary reduction is the basis for a Constructive Termination without Cause, the Base Salary in effect immediately prior to such a reduction) for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (the “Salary Payment”), with the pro rata equivalent of such amount payable from the Employer to the Executive on the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below); (f) for each partial or full year remaining in the then unexpired Employment Agreement Term, a cash bonus in full and complete satisfaction of any form of cash bonus or cash incentive compensation amounts equal to the average immediate vesting of all Bonuses paid by outstanding stock options and the Employer right to the Executive exercise such stock options during the Term prior to termination, provided, however, that if no Bonus has been paid prior to termination, the amount shall be $100,000 (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary of this Agreement Severance Period or for the remainder of the Employment Agreement Term; exercise period, if less; (vii) immediate vesting of any outstanding awards under the "Career Equity" program, payable in a cash lump sum promptly (but in no event later than 15 days) following the Executive's termination of employment; (viii) the balance of any incentive awards earned (but not yet paid), which shall be paid in a single lump sum not later than 15 days following the Executive's termination of employment; (ix) provided thatthe Executive timely elects COBRA coverage, continuation of medical and dental coverage during the Severance Period (or, if earlier, until the time the Executive becomes eligible to participate in another group plan providing such coverage by reason of subsequent employment) on the same terms and conditions as described in this Agreement. The foregoing benefits shall terminate at such time, if any, as the Executive begins participation in the Company's retiree medical program. If, during the period of coverage under the first sentence of this subsection, (A) the Company's medical and/or dental plans or programs cease to exist including due to the Company's (or a successor's) failure to maintain any such plan or program, or (B) if while the Executive is participating in the retiree medical program, the Employer Company terminates such program, then for the remainder of such period, the Company shall pay to him the present value Executive a cash amount on an after-tax basis equal to the Company's cost of providing medical and dental coverage to the Executive prior to the date the Executive's employment terminated, as long as the Executive provides evidence to the Company that he has actually obtained such coverage. Such cash amount shall be paid to the Executive quarterly in advance of the aggregate Base Bonus Amount in a lump sum within thirty date the premiums are due; (30x) days of continued life insurance coverage during the effective date of Severance Period pursuant to the Company's plans or, at the Company's option, pursuant to an election by the Executive to convert such termination (using as life insurance to portable term insurance. The Company shall pay the discount rate of seventy-five percent of premiums associated with such insurance on the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code same terms and conditions as described in Section 12.8 below)this Agreement. The Executive shall complete such paperwork and obtain such physical examinations as shall be necessary for the Company to obtain any coverage under this paragraph. If, during the Severance Period, the Executive becomes eligible to participate in another group plan providing life insurance coverage by reason of subsequent employment, the Executive's entitlement under this subsection will terminate in accordance with the transition of coverage provisions in the Company's policies; (g) all benefits provided in Section 9 for the lesser of (i) three (3) years or (iixi) the remaining portion "lump sum value" payable under Article 7 of the Employment Agreement Term following such termination (except that SERP as if providing any such benefit under the terms of a plan is not permissible under the terms of the plan or would cause an adverse tax effect, the Employer shall reimburse the Executive’s expenses incurred 's employment termination occurred on the day after a "change in obtaining similar coverage on his own with such reimbursement being paid no later than control" as defined in the end of the calendar year such expenses are incurred by Executive)SERP; and (hxii) other or additional benefits then due or earned in accordance with applicable plans and programs of the Executive shall have no further obligation or liability to the Employer in connection with his performance of this Agreement (except the continuing obligations specified in Section 11 hereof)Company.

Termination Without Cause or Constructive Termination Without Cause. In the event that (x) the Executive’s 's employment hereunder is terminated without Cause, by the Company and/or Panamco (other than due to disability or upon death, there is upon Disability in accordance with Section 11(b) above or for Cause in accordance with Section 11(c)(ii) above), or (y) a Constructive Termination without CauseWithout Cause occurs, the Executive shall be entitled to be paid by the Employerto: (ai) the Base Salary through the date of terminationTermination Date; (bii) a pro-rata Bonus for the cash portion of all declared but unpaid Bonus through the date year of termination, based on the Target Bonus for the year of termination, payable when the bonus is paid to other executives, but in no event later than 90 days after the end of such year; (ciii) all reimbursable business expenses incurred by an amount equal to two (2) times the Executive through the date of termination; (d) the Employer additionally shall cause any Equity Awards that previously were issued by the Employer or any of the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination to be issued and fully vested; (e) the cash equivalent of the Executive's Base Salary, at the annualized rate in effect on the date of termination Termination Date, payable in 24 equal monthly installments commencing promptly (or in the event a Base Salary reduction is the basis for a Constructive Termination without Cause, the Base Salary in effect immediately prior to such a reduction) for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (the “Salary Payment”), with the pro rata equivalent of such amount payable from the Employer to the Executive on the Employer’s ordinary paydays, but not less frequently more than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of 15 days) after the Internal Revenue Code as described in Section 12.8 below)Termination Date; (fiv) for each partial or full year remaining in the then unexpired Employment Agreement Term, a cash bonus in full and complete satisfaction of any form of cash bonus or cash incentive compensation amounts an amount equal to two (2) times the average Bonus, based on the Target Bonus for the year of termination, payable in 24 equal monthly installments commencing promptly (but not more than 15 days) after the Termination Date; (v) accelerated vesting of (A) any outstanding stock options, each option (including already vested options) to remain exercisable for 12 months following the Termination Date and (B) any other equity awards (if any) not yet vested at the Termination Date; (vi) continued participation in all Bonuses paid medical, dental, hospitalization and life insurance coverages and in all other employee welfare plans and programs in which he and his eligible dependents were participating on the Termination Date (not including any disability plan) until the earlier of (x) the end of the 18-month period following the Termination Date or (y) the date, or dates, that he receives like coverages and benefits under the plans and programs of a subsequent employer (determined on a benefit by the Employer to the Executive during the Term prior to terminationbenefit basis), provided, however, that if no Bonus has been paid prior to termination, in the amount shall be $100,000 (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary of this Agreement for the remainder event that any of the Employment Agreement Term; provided thatbenefit plans do -------- not permit his continued participation, Panamco shall provide him with the Employer shall pay to him the present value of the aggregate Base Bonus Amount in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate of seventyeconomic equivalent on an after-five percent of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below)basis; (gvii) relocation benefits to a location of the Executive's choice within the United States up to $50,000; (viii) the Supplemental Pension Benefit pursuant to Section 8(b) above, with for all benefits provided in Section 9 for purposes, such benefit determined based on the sum of actual service and deemed service, where deemed service is equal to the lesser of (ia) three two (32) years or (iib) the years remaining portion of in the Employment Agreement Term following such termination after the Termination Date; (except that if providing ix) any such benefit under amounts earned, accrued or owing to the terms of a plan is Executive but not permissible under the terms of the plan or would cause an adverse tax effect, the Employer shall reimburse the Executive’s expenses incurred in obtaining similar coverage on his own with such reimbursement being paid no later than the end of the calendar year such expenses are incurred by Executive)yet paid; and (hx) other benefits, if any, in accordance with applicable plans, programs and arrangements of the Executive shall have no further obligation or liability to the Employer in connection with his performance of this Agreement (except the continuing obligations specified in Section 11 hereof)Company, Panamco and their Affiliates.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive’s 's employment with the Company is terminated without CauseCause (which termination shall be effective as of the date specified by the Company in a written notice to the Executive), other than due to disability death or deathDisability, or in the event there is a Constructive Termination without CauseWithout Cause (as defined below), the Executive shall be entitled to be paid by the Employerand his sole remedies under this Agreement shall be: (ai) the Base Salary through the date of terminationtermination of the Executive's employment, which shall be paid in a single lump sum not later than 15 days following the Executive's termination of employment; (bii) the cash portion of all declared but unpaid Bonus through the date of termination; (c) all reimbursable business expenses incurred by the Executive through the date of termination; (d) the Employer additionally shall cause any Equity Awards that previously were issued by the Employer or any of the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination to be issued and fully vested; (e) the cash equivalent of the Base Salary, at the annualized rate in effect on the date of termination (or in of the event a Base Salary reduction is the basis Executive's employment for a Constructive Termination without Cause, period of 12 months after the Base Salary in effect immediately prior to such a reduction) for the lesser termination of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination employment (the “Salary Payment”), "Severance Period") payable in accordance with the pro rata equivalent of such amount payable from the Employer to the Executive on the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below)Company's standard payroll practices; (fiii) for each partial or full year remaining in the then unexpired Employment Agreement Term, a cash bonus in full and complete satisfaction balance of any form bonus awarded and earned but not paid at the time of cash bonus or cash incentive compensation amounts equal to the average of all Bonuses paid by the Employer to the Executive during the Term prior to termination, provided, however, that if no Bonus has been paid prior to termination, the amount which shall be $100,000 (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary of this Agreement for the remainder of the Employment Agreement Term; provided that, the Employer shall pay to him the present value of the aggregate Base Bonus Amount paid in a single lump sum within thirty (30) not later than 45 days of following the effective date of such termination (using as the discount rate of seventy-five percent of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below)termination; (giv) continued participation in all benefits provided in Section 9 for medical and dental plans at the lesser of (i) three (3) years or (ii) same benefit level at which he was participating on the remaining portion date of the Employment Agreement Term following such termination of his employment until the earlier of: (except that if providing any such benefit under the terms of a plan is not permissible under the terms of the plan or would cause an adverse tax effect, the Employer shall reimburse the Executive’s expenses incurred in obtaining similar coverage on his own with such reimbursement being paid no later than A) the end of the calendar year Severance Period; or (B) the date, or dates, he received equivalent coverage and benefits under the plans and programs of a subsequent employer (such expenses are coverage and benefits to be determined on a coverage-by- coverage, or benefit-by-benefit, basis); provided that (x) if the Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause (iv) of this Section 4(d), he shall receive cash payments equal on an after-tax basis to the cost to him of obtaining the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (iv) of this Section 4(d), (y) such cost shall be deemed to be the lowest cost that would be incurred by Executive)the Executive in obtaining such benefit himself on an individual basis, and (z) payment of such amounts shall be made quarterly in advance; (v) All Stock Options which are scheduled to vest during the Severance Period will immediately vest; and (hvi) other or additional benefits then due or earned in accordance with applicable plans and programs of the Executive shall have no further obligation or liability to the Employer in connection with his performance of this Agreement (except the continuing obligations specified in Section 11 hereof)Company.

Termination Without Cause or Constructive Termination Without Cause. In the event the Employer terminates Executive’s employment is terminated without Cause, other than due to disability or death, or in the event there is a Constructive Termination without Cause (in each case other than a Change in Control Termination as set forth in Section 12.6), the Executive shall be entitled to: (a) be paid by the Employer the Base Salary in effect on the date of termination (or in the event a Base Salary reduction is the basis for a Constructive Termination without Cause, the Executive shall be entitled Base Salary in effect immediately prior to such a reduction) through the date of termination, with payment made as soon as practicable but no later than two and one-half months following such termination date; (b) a lump sum, to be paid by the Employer: (a) Employer as soon as practicable but not later than two and one-half months following such termination date, equal to the Base Salary through the date of termination; (b) the cash portion of all declared but unpaid Bonus through the date of termination; (c) all reimbursable business expenses incurred by the Executive through the date of termination; (d) the Employer additionally shall cause any Equity Awards that previously were issued by the Employer or any of the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination to be issued and fully vested; (e) the cash equivalent of the Base Salary, at the rate in effect on the date of termination (or in the event a Base Salary reduction is the basis for a Constructive Termination without Cause, the Base Salary in effect immediately prior to such a reduction) for the lesser of two (i) three (32) years or (ii) the remaining portion of the Employment Agreement Term following such termination (the “Post Termination Salary Payment”), with provided that from and after February 1, 2011, the pro rata equivalent Post Termination Salary Payment shall be reduced by 1/24th of the total such amount payable from payment for each full month that Executive has been employed pursuant to this agreement after February 1, 2011 and prior to such termination, provided however that in no event shall the Employer to Post Termination Salary Payment equal less than the Executive annual Base Salary in effect on the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below); (f) for each partial or full year remaining in the then unexpired Employment Agreement Term, a cash bonus in full and complete satisfaction of any form of cash bonus or cash incentive compensation amounts equal to the average of all Bonuses paid by the Employer to the Executive during the Term prior to termination, provided, however, that if no Bonus has been paid prior to termination, the amount shall be $100,000 (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary of this Agreement for the remainder of the Employment Agreement Term; provided that, the Employer shall pay to him the present value of the aggregate Base Bonus Amount in a lump sum within thirty (30) days of the effective date of such termination or salary reduction. (using as c) a payment in the discount rate amount of seventy-five percent $250,000 in consideration for Executive agreeing to comply with the terms of Section 14 hereof for a period of six (6) months following the date of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs) (Termination without Cause or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below);Constructive Termination. (gd) all benefits provided in Section Sections 8 and 9 for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (except that if providing any such benefit under the terms of a plan is not permissible under the terms of the plan or would cause an adverse tax effect, the Employer may provide the Executive with equivalent cash payments outside of the plan at the same time the benefits would otherwise have been taxable to the Executive) for a period of two (2) years following such termination (the “Post Termination Benefit Period”), with no additional cost or charge payable by the Executive, provided that from and after February 1, 2011, the Post Termination Benefit Period shall reimburse be reduced by one month for each full month that Executive has been employed pursuant to this agreement after February 1, 2011 and prior to such termination, provided however that in no event shall the Post Termination Benefit Period be less than one (1) year. (e) Notwithstanding the foregoing, if at the time of Executive’s Separation from Service (as defined in Treasury Regulation 1.409A-1(h)) the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i), any amount or benefits that constitutes “nonqualified deferred compensation” within the meaning of Code Section 409A that becomes payable to Executive on account of the Executive’s expenses incurred in obtaining similar coverage on his own with such reimbursement being Separation from Service will not be paid no later than until after the earlier of (i) first business day of the seventh month following Executive’s Separation from Service, or (ii) the date of the Executive’s death (the “409A Suspension Period”). Within fourteen (14) calendar days after the end of the calendar year such expenses are incurred by Executive); and (h) 409A Suspension Period, the Executive shall have no further obligation or liability be paid a cash lump sum payment equal to any payments (including interest on any such payments), and benefits that the Employer would otherwise have been required to provide under this Section 12.5 or Section 12.6 but for the imposition of the 409A Suspension Period delayed because of the preceding sentence. Thereafter, the Executive shall receive any remaining payments and benefits due under this agreement in connection accordance with his performance the terms of this Agreement Section (except the continuing obligations specified in Section 11 hereofas if there had not been any Suspension Period beforehand).

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive’s employment with the Company is terminated without CauseCause (which termination shall be effective as of the date specified by the Company in a written notice to the Executive), other than due to disability or death, or in the event there is a Constructive Termination without CauseWithout Cause (as defined below), the Executive shall be entitled to be paid by the Employerand Executive’s sole remedies under this Agreement shall be: (ai) the Base Salary through the date of terminationtermination of the Executive’s employment, which shall be paid in a single lump sum not later than 15 days following the Executive’s termination of employment; (bii) the cash portion of all declared but unpaid Bonus through the date of termination; (c) all reimbursable business expenses incurred by the Executive through the date of termination; (d) the Employer additionally shall cause any Equity Awards that previously were issued by the Employer or any of the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination to be issued and fully vested; (e) the cash equivalent of the Base Salary, at the annualized rate in effect on immediately prior to the date of communication (verbal or otherwise) from Company to Executive of termination of the Executive’s employment (or in the event a reduction in Base Salary reduction is the basis for a Constructive Termination without Without Cause, then the Base Salary in effect immediately prior to such reduction), for a reduction) for the lesser period of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term 12 months following such termination to be paid, less applicable withholdings, in accordance with the Company’s standard payroll cycle (the “Salary PaymentSection 10(c) Severance Period”); provided, with further that the pro rata equivalent salary continuation payment under this Section 10(c)(ii) shall be in lieu of such amount payable from any salary continuation arrangements under any other severance program of the Employer to Company or any other agreement between the Executive on and the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below)Company; (fiii) for each partial or full year remaining in the then unexpired Employment Agreement Term, a cash bonus in full and complete satisfaction of any form of cash bonus or cash incentive compensation amounts equal to the average of all Bonuses paid by the Employer to the Executive during the Term prior to termination, provided, however, that if no Bonus has been paid prior to termination, the amount shall be $100,000 (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary of this Agreement for the remainder of the Employment Agreement Term; provided that, the Employer shall pay to him the present value of the aggregate Base Bonus Amount in a lump sum payment equal to one time Target bonus to be paid within thirty (30) days of the effective date of such termination (using as the discount rate of seventy-five percent of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below)termination; (giv) (A) all benefits provided in Section 9 unvested options shall vest as of the date of termination; and (B) the right to exercise all outstanding stock options that are vested as of the date of termination during the one (1) year period following termination or for the lesser of (i) three (3) years or (ii) the remaining portion remainder of the Employment Agreement Term following such exercise Period if less; (v) continued participation in all medical, and dental plans at the same benefit level at which Executive was participating on the date of the termination (except that if providing any such benefit under of Executive’s employment, subject to the terms of a plan is not permissible under the terms and conditions of the official plan or would cause an adverse tax effectdocuments, the Employer shall reimburse the Executive’s expenses incurred in obtaining similar coverage on his own with such reimbursement being paid no later than until the end of the calendar year such expenses are incurred by Executive)Section 10 (c) Severance Period; and (hvi) other or additional benefits then due or earned in accordance with applicable plans and programs of the Executive shall have no further obligation or liability to the Employer in connection with his performance of this Agreement (except the continuing obligations specified in Section 11 hereof)Company.

Termination Without Cause or Constructive Termination Without Cause. In the event of the Executive’s 's employment is terminated by Employer without Cause, Cause (other than due to disability by death or death, disability) or there is a Constructive Termination without Without Cause, the Executive shall be entitled to be paid by the Employerfollowing: (ai) a lump sum payment of $95,000, except that if such a termination occurs within twelve months after a Change in Control , then the Executive shall instead be entitled to continuation of installments of the Base Salary through Amount in effect as of the date Date of terminationTermination for a period of twelve months following the Date of Termination, payable on Employer's standard payroll cycle; (bii) on account of any incentive compensation program for which awards are computed on a formula basis, an amount equal to the cash amount earned by the Executive as of the Date of Termination, pro rated for the portion of all declared but unpaid Bonus through the calendar year elapsed prior to the Date of Termination, and payable on the date of terminationit would otherwise have been payable; (ciii) all reimbursable business expenses incurred by the Executive through the date of terminationbalance on any other incentive awards previously earned but not yet paid, payable on their standard payment date; (div) the Employer additionally shall cause right to exercise any Equity Awards that previously were issued stock option held by the Employer or Executive which is then exercisable (other than any of the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination to be issued and fully vested; (eISO) the cash equivalent of the Base Salary, at the rate in effect on the date Date of termination (or in the event a Base Salary reduction is the basis for a Constructive Termination without Cause, the Base Salary in effect immediately prior to such a reduction) for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (the “Salary Payment”), with the pro rata equivalent of such amount payable from the Employer to the Executive on the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below); (f) for each partial or full year remaining in the then unexpired Employment Agreement Term, a cash bonus in full and complete satisfaction of any form of cash bonus or cash incentive compensation amounts equal to the average of all Bonuses paid by the Employer to the Executive during the Term prior to termination, provided, however, that if no Bonus has been paid prior to termination, the amount shall be $100,000 (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary of this Agreement for the remainder of the Employment Agreement Term; provided that, the Employer shall pay to him the present value of the aggregate Base Bonus Amount in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate of seventy-five percent of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below)its term; (gv) all continuation, for (x) twelve months if termination occurs within twelve months of a Change in Control or (y) six months, if termination occurs more than twelve months after a Change in Control, of medical benefits and life insurance as provided in Section 9 for the lesser 3.3 of this Agreement and participation in other welfare benefit plans (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (except provided that if providing any within such benefit period the Executive accepts employment with another employer that offers medical and/or life insurance benefits, then the Employer's obligation to provide such benefits under the terms of a plan is not permissible under the terms of the plan or would cause an adverse tax effect, the Employer this clause shall reimburse the Executive’s expenses incurred in obtaining similar coverage on his own with such reimbursement being paid no later than the end of the calendar year such expenses are incurred by Executiveterminate); and (hvi) the Executive shall any other amounts that accrued and became due and payable prior to termination but have no further obligation or liability not yet been paid from Employer to the Employer in connection with his performance of this Agreement (except the continuing obligations specified in Section 11 hereof).Executive

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive’s employment with the Company is terminated without CauseCause (which termination shall be effective as of the date which is sixty (60) days after written notice by Company to the Executive), other than due to disability or death, or in the event there is a Constructive Termination without CauseWithout Cause (as defined below), the Executive shall be entitled to be paid by the Employerand Executive’s sole remedies under this Agreement shall be: (ai) the Base Salary through the date of terminationtermination of the Executive’s employment, which shall be paid in a single lump sum not later than fifteen (15) days following the Executive’s termination of employment; (bii) the cash portion of all declared but unpaid Bonus through the date of termination; (c) all reimbursable business expenses incurred by the Executive through the date of termination; (d) the Employer additionally shall cause any Equity Awards that previously were issued by the Employer or any of the Participating Subsidiaries an amount equal to the Executive Executive’s annual Base Salary as in effect immediately prior to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination to be issued and fully vested; (e) the cash equivalent of the Base Salary, at the rate in effect on the date of termination Executive’s employment (or in the event a reduction in Base Salary reduction is the basis for a Constructive Termination without Without Cause, then the Base Salary in effect immediately prior to such a reduction) for ), less applicable withholdings, to be paid ratably over the lesser 12 months immediately following Executive’s termination of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination employment (the “Salary PaymentSeverance Period”), ) in accordance with the pro rata equivalent of such amount payable from the Employer to the Executive on the EmployerCompany’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below); (f) for each partial or full year remaining in the then unexpired Employment Agreement Term, a cash bonus in full and complete satisfaction of any form of cash bonus or cash incentive compensation amounts equal to the average of all Bonuses paid by the Employer to the Executive during the Term prior to terminationstandard payroll cycle, provided, however, that if no Bonus has been paid payment shall be made prior to the sixtieth (60th) day following the Executive’s termination of employment and any payment that otherwise would have been made during such sixty (60) day period shall instead be made in a lump sum on the sixtieth (60th) day following termination, the amount . The salary payment under this Section 10(c)(ii) shall be $100,000 in lieu of any salary continuation arrangements under any other severance program of the Company or any other agreement between the Executive and the Company; (iii) an amount equal to the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary incentive award earned by Executive under the MIP for the fiscal year during which the termination date occurs, if any, assuming for purposes of this Agreement clause (iii) that Executive was a participant in the MIP for the full fiscal year and with any such payment to be made at the time provided in the MIP; (iv) (A) all unvested stock options shall vest of as of the date of termination and (B) the right to exercise all outstanding stock options during the 180-day period following termination or for the remainder of the Employment Agreement Term; provided thatexercise period, the Employer shall pay to him the present value of the aggregate Base Bonus Amount in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate of seventy-five percent of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below)if less; (g) all benefits provided in Section 9 for the lesser of (i) three (3) years or (iiA) the remaining portion restrictions on all shares of restricted stock shall lapse as of the Employment Agreement Term following such termination date of termination; (except that if providing any such benefit under the terms of a plan is not permissible under the terms of the plan or would cause an adverse tax effect, the Employer shall reimburse vi) Subject to the Executive’s expenses incurred timely election to continue coverage under the Company’s medical and dental plans in obtaining similar accordance with the COBRA continuation requirements, the Company shall pay the premiums for Executive’s medical and dental coverage on his own with such reimbursement being during the Severance Period at the same rate as it paid no later than for premiums during the end of the calendar year such expenses are incurred by Executive)’s active employment; and (hvii) other or additional benefits then due or earned in accordance with applicable plans and programs of the Executive shall have no further obligation or liability to the Employer in connection with his performance of this Agreement (except the continuing obligations specified in Section 11 hereof)Company.

Termination Without Cause or Constructive Termination Without Cause. In Trycera may terminate the event Employee's employment at any time without Cause, provided that it gives written notice of termination at least ninety (90) days before the Executive’s date of such termination. If the Employee's employment is terminated without Cause, other than due to disability or death, if there is a Constructive Termination constructive termination without Cause, as defined below, the Executive Employee shall be entitled to be paid by receive from Trycera the Employerfollowing: (ai) the Base Salary payment of any unpaid portion of his base salary through the date of such termination; (bii) reimbursement for any outstanding reasonable business expenses he incurred in performing his duties hereunder; 5 RV BK Trycera Initials Employee Initials (iii) the cash portion right to elect continuation coverage of all declared but unpaid Bonus through insurance benefits to the date of terminationextent required by law; (civ) all reimbursable business expenses incurred payment of any accrued but unpaid benefits, and any other rights, as required by the Executive through terms of any employee benefit plan or program of Trycera, this Agreement, or any other agreement between Trycera and the date of terminationEmployee; (dv) the Employer additionally shall cause full and immediate vesting of sixty-six and two-thirds (66.66%) of any Equity Awards that previously were issued by the Employer or any of the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination to be issued and fully vestedunexercised stock options; (evi) payment of amounts equal to any premiums for health insurance continuation coverage under any Trycera health plan that is elected by the cash equivalent of the Base Salary, at the rate in effect on the date of termination (Employee or in the event a Base Salary reduction is the basis for a Constructive Termination without Cause, the Base Salary in effect immediately prior his beneficiaries pursuant to such a reduction) for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (the “Salary Payment”), with the pro rata equivalent of such amount payable from the Employer to the Executive on the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A 4980B of the Internal Revenue Code Code, at a time or times mutually agreed to by the parties, but only so long as described in Section 12.8 belowthe Employee is not eligible for coverage under a health plan of another employer (whether or not he elects to receive coverage under that plan);; and (fvii) for each partial or full year remaining in the then unexpired Employment Agreement Termsubject to limitations set forth below, a cash bonus severance benefit in full and complete satisfaction of any form of cash bonus or cash incentive compensation amounts an amount equal to one and one half (1.50) times the average of all Bonuses paid largest annual base salary received by Employee under the Employer to Agreement if such termination occurs on or before October 1, 2010, and one (1) time the Executive during largest annual base salary received by Employee under the Term prior to terminationAgreement if such termination occurs after October 1, provided2010, howeverbut only if (x) Employee executes an agreement releasing Trycera from any further liability under this Agreement, that if no Bonus (y) the period for revoking such release has been paid prior to terminationexpired, and (z) Employee has not materially breached the amount Confidential Information Agreement. The Employee shall be $100,000 (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary of this Agreement for the remainder of the Employment Agreement Term; provided that, the Employer deemed to have earned and Trycera shall pay to him the present value Employee 75% of the aggregate Base Bonus Amount total severance benefit in a lump sum Section 6(d)(vii) above within thirty (30) days after all of the effective date of such termination (using as the discount rate of seventy-five percent applicable conditions are satisfied. The remaining 25% of the prime rate severance benefit will be deemed earned by Employee, and Trycera shall pay to Employee such remaining 25% of the severance benefit within thirty (as published by The Wall Street Journal30) for days following the first business day anniversary of the month Employee's termination date unless the Employee materially breaches the Confidential Information Agreement during the one year period following the Employee's termination date, in which case such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A remaining 25% of the Internal Revenue Code as described in Section 12.8 below);severance benefit will be deemed unearned and will not be paid. All severance benefits paid to the Employee shall be paid subject to all legally required payroll deductions and withholdings for sums owed by Trycera to the Employee. For purposes of this Agreement, constructive termination without Cause shall mean a termination of the Employee at his own initiative following the occurrence, without the Employee's prior written consent, of one or more of the following events not on account of Cause: (g) all benefits provided in Section 9 for the lesser of (i) three (3) years or (ii1) the remaining portion failure of Trycera to obtain an assumption in writing of its obligation to perform under this Agreement by any successor to all or substantially all of the Employment Agreement Term following such termination (except that if providing any such benefit under the terms assets of a plan is not permissible under the terms of the plan or would cause an adverse tax effect, the Employer shall reimburse the Executive’s expenses incurred in obtaining similar coverage on his own with such reimbursement being paid no later than the end of the calendar year such expenses are incurred by Executive); and (h) the Executive shall have no further obligation or liability to the Employer Trycera in connection with his performance any merger, consolidation, sale or similar transaction; or (2) any material breach of this Agreement (except the continuing obligations specified in Section 11 hereof)by Trycera.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive’s employment with the Company is terminated without CauseCause (which termination shall be effective as of the date specified by the Company in a written notice to the Executive), other than due to disability or death, or in the event there is a Constructive Termination without CauseWithout Cause (as defined below), the Executive shall be entitled to be paid by the Employerand Executive’s sole remedies under this Agreement shall be: (ai) the Base Salary through the date of terminationtermination of the Executive’s employment, which shall be paid in a single lump sum not later than 15 days following the Executive’s termination of employment; (bii) the cash portion of all declared but unpaid Bonus through the date of termination; (c) all reimbursable business expenses incurred by the Executive through the date of termination; (d) the Employer additionally shall cause any Equity Awards that previously were issued by the Employer or any of the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination to be issued and fully vested; (e) the cash equivalent of the Base Salary, at the annualized rate in effect on immediately prior to the date of communication (verbal or otherwise) from Company to Executive of termination of the Executive’s employment (or in the event a reduction in Base Salary reduction is the basis for a Constructive Termination without Without Cause, then the Base Salary in effect immediately prior to such reduction), for a reduction) for the lesser period of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term 6 months following such termination to be paid, less applicable withholdings, in accordance with the Company’s standard payroll cycle (the Initial Severance Period ) to the extent that such payment is non-qualified deferred compensation as defined in Code Section 409A (as defined below) such payments to commence on the sixtieth (60th) day following the Executive’s termination of employment; provided that if and only if for the seventh (7th) month through the end of the twelfth (12th) month after termination or the portion thereof that Executive does not engage in Competition with the Company as defined in SECTION 12 below (the “Salary PaymentSecondary Severance Period”), with then Executive shall receive Base Salary for the pro rata equivalent Secondary Severance Period in the same manner as paid for the Initial Severance Period; provided further that the salary continuation payment under this Section 10(c)(ii) shall be in lieu of such amount payable from any salary continuation arrangements under any other severance program of the Employer to Company or any other agreement between the Executive on and the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below)Company; (fiii) for each partial or full year remaining in (A) all unvested stock options shall vest as of the then unexpired Employment Agreement Term, a cash bonus in full date of termination and complete satisfaction (B) the right to exercise all outstanding stock options that are vested as of any form the date of cash bonus or cash incentive compensation amounts equal to the average of all Bonuses paid by the Employer to the Executive termination during the Term prior to termination, provided, however, that if no Bonus has been paid prior to termination, the amount shall be $100,000 (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary of this Agreement 90-day period following termination or for the remainder of the Employment Agreement Term; provided thatexercise period, if less; (iv) continued participation in all medical, and dental plans at the Employer shall pay to him same benefit and rate level at which Executive was participating on the present value date of the aggregate Base Bonus Amount in a lump sum termination of Executive’s employment, subject to the terms and conditions of the official plan documents, until the and the end of the Severance Period with the continuation under this section being provided through COBRA; (v) if the termination occurs within thirty seven (307) days of the effective date of such termination (using as the discount rate of seventy-five percent of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below); (g) all benefits provided in Section 9 for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (except that if providing any such benefit under the terms payment of a plan is not permissible under the terms of the plan or would cause an adverse tax effectquarterly bonus, the Employer shall reimburse the Executive’s expenses incurred MIP Payment to be paid in obtaining similar coverage on his own with such reimbursement being paid no a single lump sum not later than the end of the calendar year such expenses are incurred by Executive)fifteen (15) days after termination; and (hvi) other or additional benefits then due or earned in accordance with applicable plans and programs of the Executive shall have no further obligation or liability to the Employer in connection with his performance of this Agreement (except the continuing obligations specified in Section 11 hereof)Company.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive’s employment is terminated without Cause, other than due to disability or death, or in the event there is a Constructive Termination without Cause, the Executive shall be entitled to be paid by the Employer: (a) the Base Salary through the date of termination; (b) the cash portion of all declared but unpaid Bonus through the date of termination; (c) all reimbursable business expenses incurred by the Executive through the date of termination; (d) the Employer additionally shall cause any Equity Awards that previously were issued by the Employer or any of the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination to be issued and fully vested; (e) the cash equivalent of the Base Salary, at the rate in effect on the date of termination (or in the event a Base Salary reduction is the basis for a Constructive Termination without Cause, the Base Salary in effect immediately prior to such a reduction) for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (the “Salary Payment”), with the pro rata equivalent of such amount payable from the Employer to the Executive on the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary month; or, at the Executive’s option, the Employer shall pay to avoid any adverse tax consequences under Section 409A him the present value of the Internal Revenue Code Salary Payment in a lump sum within thirty (30) days of the effective date of such termination (using as described the discount rate seventy-five percent of the prime rate (as published by The Wall Street Journal) on the first business day of the month in Section 12.8 belowwhich such termination occurs); (fc) for each partial or full year remaining in the then unexpired Employment Agreement Term, a cash bonus in full and complete satisfaction of any form of cash bonus or cash incentive compensation amounts equal to the average of all Bonuses paid by the Employer to the Executive during the Term prior to termination, provided, however, that if no Bonus has been paid prior to termination, the amount shall be $100,000 (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary of this Agreement agreement for the remainder of the Employment Agreement Term; provided that, at the Executive’s option, the Employer shall pay to him the present value of the aggregate Base Bonus Amount Amounts in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate of seventy-five percent of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below); (gd) all benefits provided in Section Sections 8 and 9 for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (except that if providing any such benefit under the terms of a plan is not permissible under the terms of the plan or would cause an adverse tax effect, the Employer shall reimburse may provide the Executive’s expenses incurred in obtaining similar coverage on his own Executive with such reimbursement being paid no later than equivalent cash payments outside of the plan) until the end of the calendar year such expenses are incurred Employment Agreement Term, with no additional cost or charge payable by the Executive); and (he) in the event payment becomes due to the Executive as provided in Sections 12.5(b) or (c), the Executive’s election to receive either the Salary Payment or the Base Bonus Amount in a lump sum shall have no further obligation or liability not preclude the Executive’s election to receive the Employer in connection with his performance of this Agreement (except the continuing obligations specified in Section 11 hereof)other payment(s) over time.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive’s 's employment is terminated without CauseCause (which termination shall be effective as of the date specified by the Company in a written notice to the Executive), other than due to disability or death, or in the event there is a Constructive Termination without CauseWithout Cause (as defined below), the Executive shall be entitled to be paid by the Employerand his sole remedies under this Agreement shall be: (ai) the Base Salary through the date of terminationtermination of the Executive's employment; (bii) the cash portion of all declared but unpaid Bonus through the date of termination; (c) all reimbursable business expenses incurred by the Executive through the date of termination; (d) the Employer additionally shall cause any Equity Awards that previously were issued by the Employer or any of the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination to be issued and fully vested; (e) the cash equivalent of the Base Salary, at the annualized rate in effect on the date of termination of the Executive's employment (or in the event a reduction in Base Salary reduction is the basis for a Constructive Termination without Without Cause, then the Base Salary in effect immediately prior to such reduction), for a reduction) for the lesser period of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term 24 months following such termination (the “Salary Payment”"Severance Period"), with ; provided that the salary continuation payment under this Section 10(c)(ii) shall be in lieu of any salary continuation arrangements under any other severance program of the Company or any other agreement between the Executive and the Company other than the ICP; (iii) pro rata equivalent annual incentive award for the year in which termination occurs based on 50% of Base Salary, payable in a lump sum promptly following termination; (iv) an amount equal to 50% of Base Salary multiplied by two, payable in equal monthly payments over the Severance Period; (v) lapse of all restrictions on any restricted stock award (including any performance-based restricted stock) outstanding at the time of such amount payable from termination of employment; (vi) Company common stock, issued without restrictions, equal to any outstanding award of contingent shares as of the Employer date of termination; (vii) the right to exercise any stock option held by the Executive at the date of his termination (with any option not yet exercisable becoming vested during the Severance Period in accordance with its original schedule, provided that any option held by the Executive on the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of this Agreement shall become fully vested on the last day of the Internal Revenue Code as described in Section 12.8 belowSeverance Period); (f) for each partial or full year remaining in the then unexpired Employment Agreement Term, a cash bonus in full and complete satisfaction of any form of cash bonus or cash incentive compensation amounts equal such option to the average of all Bonuses paid by the Employer to the Executive remain exercisable during the Term prior to terminationSeverance Period and for 90 days thereafter or for the remainder of the exercise period if less, provided, however, that if options granted pursuant to the Company's 1987 Stock Option Plan shall in no Bonus has been paid prior event be exercisable after three years following termination and provided further that the Executive shall not be entitled to termination, receive any additional stock incentive awards during the amount shall be $100,000 Severance Period; (viii) the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary balance of this Agreement for the remainder any incentive awards earned as of December 31 of the Employment Agreement Term; provided that, the Employer shall pay to him the present value of the aggregate Base Bonus Amount in a lump sum within thirty prior year (30) days of the effective date of such termination (using as the discount rate of seventy-five percent of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 belowbut not yet paid); (gix) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8 or 9 above; (x) in the event that his Termination Without Cause or Constructive Termination Without Cause occurs before the Executive has met the age and service requirements of SERP I, the Company will provide the Executive at age 55 with an Annual Benefit under SERP I equal to 25% of Compensation (as such terms are defined in SERP I); (xi) continued participation in all benefits provided medical, dental, health and life insurance plans and in Section 9 for other employee benefit plans or programs (but excluding SERP I and Future Fund) at the lesser of (i) three (3) years or (ii) same benefit level at which he was participating on the remaining portion date of the Employment Agreement Term following such termination of his employment until the earlier of: (except that if providing any such benefit under the terms of a plan is not permissible under the terms of the plan or would cause an adverse tax effect, the Employer shall reimburse the Executive’s expenses incurred in obtaining similar coverage on his own with such reimbursement being paid no later than A) the end of the calendar year Severance Period; or (B) the date, or dates, he receives equivalent coverage and benefits under the plans and programs of a subsequent employer (such expenses are coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); provided that (x) if the Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause (xi) of this Section 10(c), he shall receive cash payments equal on an after-tax basis to the cost to him of obtaining the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (xi) of this Section 10(c), (y) such cost shall be deemed to be the lowest reasonable cost that would be incurred by Executive)the Executive in obtaining such benefit himself on an individual basis, and (z) payment of such amounts shall be made quarterly in advance; and (hxii) other or additional benefits then due or earned in accordance with applicable plans and programs of the Executive shall have no further obligation or liability Company, including but not limited to the Employer in connection with his performance of this Agreement (except the continuing obligations specified in Section 11 hereof).SERP I.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive’s 's employment with the Company is terminated without CauseCause (which termination shall be effective as of the date specified by the Company in a written notice to the Executive), other than due to disability death or deathDisability, or in the event there is a Constructive Termination without CauseWithout Cause (as defined above), then subject to Sections 9(k) and 17 below, the Executive shall be entitled to be paid by the Employerand her sole remedies under this Agreement shall be: (ai) the Base Salary through the date of termination of the Executive's employment, which shall be paid in a single lump sum not later than 15 days following the Executive's termination of employment; (ii) $742,500.00 payable in a cash lump sum promptly (but in no event later than 15 days) following the Executive's termination of employment less the aggregate of any payments made to the Executive under Section 5(b) above; (iii) pro rata incentive award for any incomplete performance period of the year in which the Executive's employment termination occurs, assuming that the Executive would have received award(s) equal to 100% of the target award for such performance period for any incomplete performance period, which shall be payable in a lump sum promptly (but in no event later than 15 days) after her employment termination; (biv) the cash portion lapse of all declared but unpaid Bonus through restrictions on any restricted stock award and restricted stock unit awards (including any performance-based restricted stock or restricted stock units) outstanding at the date time of her employment termination; (cv) immediate vesting of any matching grant under STEP and distribution of all reimbursable business expenses incurred by the deferred shares and matching shares, without restrictions, that are credited to Executive through as of the date of employment termination; (dvi) the Employer additionally shall cause any Equity Awards that previously were issued by the Employer or any of the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination to be issued and fully vested; (e) the cash equivalent of the Base Salary, at the rate in effect on the date of termination (or in the event a Base Salary reduction is the basis for a Constructive Termination without Cause, the Base Salary in effect immediately prior to such a reduction) for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (the “Salary Payment”), with the pro rata equivalent of such amount payable from the Employer to the Executive on the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below); (f) for each partial or full year remaining in the then unexpired Employment Agreement Term, a cash bonus in full and complete satisfaction of any form of cash bonus or cash incentive compensation amounts equal to the average immediate vesting of all Bonuses paid by outstanding stock options and the Employer right to the Executive exercise such stock options during the Term prior to termination, provided, however, that if no Bonus has been paid prior to termination, the amount shall be $100,000 (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary of this Agreement Severance Period or for the remainder of the Employment Agreement Term; exercise period, if less; (vii) immediate vesting of any outstanding awards under the "Career Equity" program, payable in a cash lump sum promptly (but in no event later than 15 days) following the Executive's termination of employment; (viii) the balance of any incentive awards earned (but not yet paid), which shall be paid in a single lump sum not later than 15 days following the Executive's termination of employment; (ix) provided thatthe Executive timely elects COBRA coverage, continuation of medical and dental coverage during the Severance Period (or, if earlier, until the time the Executive becomes eligible to participate in another group plan providing such coverage by reason of subsequent employment) on the same terms and conditions as described in this Agreement. The foregoing benefits shall terminate at such time, if any, as the Executive begins participation in the Company's retiree medical program. If, during the period of coverage under the first sentence of this subsection, (A) the Company's medical and/or dental plans or programs cease to exist including due to the Company's (or a successor's) failure to maintain any such plan or program, or (B) if while the Executive is participating in the retiree medical program, the Employer Company terminates such program, then for the remainder of such period, the Company shall pay to him the present value Executive a cash amount on an after-tax basis equal to the Company's cost of providing medical and dental coverage to the Executive prior to the date the Executive's employment terminated, as long as the Executive provides evidence to the Company that she has actually obtained such coverage. Such cash amount shall be paid to the Executive quarterly in advance of the aggregate Base Bonus Amount in a lump sum within thirty date the premiums are due; (30x) days of continued life insurance coverage during the effective date of Severance Period pursuant to the Company's plans or, at the Company's option, pursuant to an election by the Executive to convert such termination (using as life insurance to portable term insurance. The Company shall pay the discount rate of seventy-five percent of premiums associated with such insurance on the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code same terms and conditions as described in Section 12.8 below)this Agreement. The Executive shall complete such paperwork and obtain such physical examinations as shall be necessary for the Company to obtain any coverage under this paragraph. If, during the Severance Period, the Executive becomes eligible to participate in another group plan providing life insurance coverage by reason of subsequent employment, the Executive's entitlement under this subsection will terminate in accordance with the transition of coverage provisions in the Company's policies; (g) all benefits provided in Section 9 for the lesser of (i) three (3) years or (iixi) the remaining portion "lump sum value" payable under Article 7 of the Employment Agreement Term following such termination (except that SERP as if providing any such benefit under the terms of a plan is not permissible under the terms of the plan or would cause an adverse tax effect, the Employer shall reimburse the Executive’s expenses incurred 's employment termination occurred on the day after a "change in obtaining similar coverage on his own with such reimbursement being paid no later than control" as defined in the end of the calendar year such expenses are incurred by Executive)SERP; and (hxii) other or additional benefits then due or earned in accordance with applicable plans and programs of the Executive shall have no further obligation or liability to the Employer in connection with his performance of this Agreement (except the continuing obligations specified in Section 11 hereof)Company.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive’s 's employment is terminated without Cause, other than due to disability or death, or in the event there is a Constructive Termination without Without Cause, the Executive shall be entitled to be paid by the Employerto: (aA) the Base Salary through the date of terminationtermination of the Executive's employment; (bB) the cash portion of all declared but unpaid Bonus through the date of termination; (c) all reimbursable business expenses incurred by the Executive through the date of termination; (d) the Employer additionally shall cause any Equity Awards that previously were issued by the Employer or any of the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination to be issued and fully vested; (e) the cash equivalent of the Base Salary, at the annualized rate in effect on the date of termination of the Executive's employment (or in the event a reduction in Base Salary reduction is the basis for a Constructive Termination without Without Cause, then the Base Salary in effect immediately prior to such reduction), for a reduction) for the lesser period of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term 36 months following such termination (or until the “Salary Payment”), with the pro rata equivalent of such amount payable from the Employer to the Executive on the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A end of the Internal Revenue Code as described in Section 12.8 below); (f) for each partial or full year remaining in the then unexpired Employment Agreement Term, a cash bonus in full and complete satisfaction of any form of cash bonus or cash incentive compensation amounts equal to whichever is longer provided that at the average of all Bonuses paid by the Employer to the Executive during the Term prior to termination, provided, however, that if no Bonus has been paid prior to termination, the amount shall be $100,000 (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary of this Agreement for the remainder of the Employment Agreement Term; provided that, Executive's option the Employer shall pay to him the present value of the aggregate Base Bonus Amount such salary continuation payments in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate of seventy-five percent 75% of the prime rate (as published by The Wall Street Journal) for the first business day month in which such termination occurs); (C) immediately vested options to purchase shares of Class A Common Stock in an amount equal to 375,000 shares less the multiple of 75,000 shares times the number of years elapsed under the Term of this Agreement at an exercise price per share equal to the exercise price of the last stock option granted prior to termination; and (D) a Bonus for the unexpired term, based on the Bonus received for the year prior to termination (the "Base Bonus Amount") multiplied by the then unexpired term; and further provided that at the Executive's option, the Employer shall pay him the present value of such salary and bonuses in a lump sum (using as the discount rate 75% of the prime rate (as published by The Wall Street Journal) for the month in which such termination occurs) (or such later date as may . Notwithstanding the foregoing, in no event shall the Base Bonus Amount be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below);less than $1,250,000. (gE) all benefits provided in Section 9 for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (except that if providing any such benefit under the terms of a plan is not permissible under the terms of the plan or would cause an adverse tax effect, the Employer shall reimburse the Executive’s expenses incurred in obtaining similar coverage on his own with such reimbursement being paid no later than hereof until the end of the calendar year such expenses are incurred by Executive); andTerm. (hF) the full amount of the Loan, including any interest earned thereon, shall be forgiven by the Employer and the Executive shall thereafter have no further obligation or liability to the Employer in connection with his performance of this Agreement (except the continuing obligations specified in Section 11 hereof)repay any such amounts.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive’s 's employment is terminated without Cause, other than due to disability Cause or death, in the event there is a Constructive Termination without Without Cause, the Executive shall be entitled to be paid by the Employerto: (ai) the Base Salary through the date of terminationtermination of the Executive's employment; (bii) the cash portion of all declared but unpaid Bonus through the date of termination; (c) all reimbursable business expenses incurred by the Executive through the date of termination; (d) the Employer additionally shall cause any Equity Awards that previously were issued by the Employer or any of the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination to be issued and fully vested; (e) the cash equivalent of the Base Salary, at the annualized rate in effect on the date of termination of the Executive's employment, (or in x) for a period of 12 months (the event a "Salary Continuation Period") and (y) if termination occurs prior to the end of the Executive's first year of employment, Base Salary reduction is the basis for a Constructive Termination without Cause, the Base Salary in effect immediately prior to such a reduction) for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (the “Salary Payment”), with the pro rata equivalent of such amount payable from the Employer to the Executive on the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below); (f) for each partial or full year remaining in the then unexpired Employment Agreement Term, a cash bonus in full and complete satisfaction of any form of cash bonus or cash incentive compensation amounts equal to the average of all Bonuses paid by the Employer to the Executive during the Term prior to termination, provided, however, that if no Bonus has been paid prior to termination, the amount shall be $100,000 (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary of this Agreement for the remainder of the Employment Agreement Term; provided thatfirst year, the Employer shall pay to him the present value of the aggregate Base Bonus Amount all payable in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate of seventy-five percent of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below)single installment immediately after her termination; (giii) all benefits Incentive Compensation payments for the year in which termination occurs and if termination occurs after the 6th month of such fiscal year, Incentive Compensation in the next succeeding fiscal year as if Executive's employment had not been terminated, payable when Incentive Compensation is paid to the Company's senior executives for such fiscal year. (iv) if termination occurs after the 6th month of the fiscal year, a pro rata Profit Participation award for the year of termination, calculated as provided in Section 9 for the lesser of 6 above; (i) three (3) years or (iiv) the remaining portion right to exercise any stock option which was exercisable at the date of Executive's termination for a period of 3 months following the date of termination; (vi) continued participation in all medical, dental, hospitalization and life insurance coverage and in other employee benefit plans or programs in which she was participating on the date of the Employment Agreement Term following such termination (except that if providing any such benefit under of her employment and in which she is entitled to continue until the terms earlier of a plan is not permissible under the terms of the plan or would cause an adverse tax effect, the Employer shall reimburse the Executive’s expenses incurred in obtaining similar coverage on his own with such reimbursement being paid no later than the end of the calendar year such expenses are incurred by Salary Continuation Period or the date, or dates, she receives equivalent coverage and benefits under the plans and programs of a subsequent employer; in the event that any of the benefit plans do not permit the Executive)'s participation, the Company shall provide the Executive with the economic equivalent on an after-tax basis during and only during the Salary Continuation Period; (vii) Company-provided executive outplacement; (viii) any amounts earned, accrued or owing to the Executive but not yet paid; and (hix) other benefits in accordance with applicable plans and programs of the Executive shall have no further obligation or liability to Parent and the Employer in connection with his performance of this Agreement (except the continuing obligations specified in Section 11 hereof)Company.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive’s employment with the Company is terminated without CauseCause (which termination shall be effective as of the date specified by the Company in a written notice to the Executive), other than due to disability or death, or in the event there is a Constructive Termination without CauseWithout Cause (as defined below), the Executive shall be entitled to be paid by the Employerand Executive’s sole remedies under this Agreement shall be: (ai) the Base Salary through the date of terminationtermination of the Executive’s employment, which shall be paid in a single lump sum not later than 15 days following the Executive’s termination of employment; (bii) the cash portion of all declared but unpaid Bonus through the date of termination; (c) all reimbursable business expenses incurred by the Executive through the date of termination; (d) the Employer additionally shall cause any Equity Awards that previously were issued by the Employer or any of the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination to be issued and fully vested; (e) the cash equivalent of the Base Salary, at the annualized rate in effect on immediately prior to the date of communication (verbal or otherwise) from Company to Executive of termination of the Executive’s employment (or in the event a reduction in Base Salary reduction is the basis for a Constructive Termination without Without Cause, then the Base Salary in effect immediately prior to such reduction), for a reduction) for the lesser period of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term 12 months following such termination to be paid, less applicable withholdings, in accordance with the Company’s standard payroll cycle (the “Salary PaymentSeverance Period”), with ; provided further that the pro rata equivalent salary continuation payment under this Section 10(c)(ii) shall be in lieu of such amount payable from any salary continuation arrangements under any other severance program of the Employer to Company or any other agreement between the Executive on and the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below)Company; (fiii) for each partial or full year remaining in (A) the then unexpired Employment Agreement Term, a cash bonus in full tranche of stock options which are scheduled to vest on the next succeeding anniversary date of the Effective Date after the date of termination shall vest as of the date of termination and complete satisfaction (B) the right to exercise all outstanding stock options that are vested as of any form the date of cash bonus or cash incentive compensation amounts equal to the average of all Bonuses paid by the Employer to the Executive termination during the Term prior to termination, provided, however, that if no Bonus has been paid prior to termination, the amount shall be $100,000 (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary of this Agreement 90-day period following termination or for the remainder of the Employment Agreement Termexercise period, if less; provided that, Table of Contents (iv) (A) the Employer shall pay restrictions on the tranche of shares of restricted shares which are scheduled to him lapse on the present value next succeeding anniversary of the aggregate Base Bonus Amount in a lump sum within thirty (30) days Effective Date after the date of termination shall lapse as of the effective date of such termination and (using B) all other shares of restricted stock awarded where restrictions have not yet lapsed as the discount rate of seventy-five percent of the prime rate (date of termination shall be cancelled as published by The Wall Street Journal) for the first business day of the month in which such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below)termination; (gv) continued participation in all benefits provided in Section 9 for medical, and dental plans at the lesser of (i) three (3) years or (ii) same benefit level at which Executive was participating on the remaining portion date of the Employment Agreement Term following such termination (except that if providing any such benefit under of Executive’s employment, subject to the terms of a plan is not permissible under the terms and conditions of the official plan or would cause an adverse tax effectdocuments, until the Employer shall reimburse the Executive’s expenses incurred in obtaining similar coverage on his own with such reimbursement being paid no later than earlier of: (A) the end of the calendar year such expenses are incurred by Executive)Severance Period; andor (hvi) other or additional benefits then due or earned in accordance with applicable plans and programs of the Executive shall have no further obligation or liability to the Employer in connection with his performance of this Agreement (except the continuing obligations specified in Section 11 hereof)Company.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive’s 's employment is terminated without Cause, other than due to disability or death, or in the event there is a Constructive Termination without Without Cause, the Executive shall be entitled to be paid by the Employerto: (a) the Base Salary through the date of terminationtermination of the Executive's employment; (b) the cash portion of all declared but unpaid Bonus through the date of termination; (c) all reimbursable business expenses incurred by the Executive through the date of termination; (d) the Employer additionally shall cause any Equity Awards that previously were issued by the Employer or any of the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination to be issued and fully vested; (e) the cash equivalent of the Base Salary, at the annualized rate in effect on the date of termination of the Executive's employment (or in the event a reduction in Base Salary reduction is the basis for a Constructive Termination without Without Cause, then the Base Salary in effect immediately prior to such reduction), for a reduction) for the lesser period of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term 36 months following such termination (or until the “Salary Payment”), with the pro rata equivalent of such amount payable from the Employer to the Executive on the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A end of the Internal Revenue Code as described in Section 12.8 below); (f) for each partial or full year remaining in the then unexpired Employment Agreement Term, a cash bonus in full and complete satisfaction of any form of cash bonus or cash incentive compensation amounts equal to the average of all Bonuses paid by the Employer to the Executive during the Term prior to termination, provided, however, that if no Bonus has been paid prior to termination, the amount shall be $100,000 (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary of this Agreement for the remainder of the Employment Agreement Termwhichever is longer; provided that, at the Executive's option, the Employer shall pay to him the present value of the aggregate Base Bonus Amount such salary continuation payments in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate of seventy-five percent 75% of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs) (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below); (gi) in the event that such termination occurs during the initial five-year term of this Employment Agreement, immediately vested options to purchase shares of Class A Stock in an amount equal to 500,000 shares less the product of (A) 100,000 shares and (B) the number of full years elapsed under the Term of this Employment Agreement at an exercise price per share equal to the lowest exercise price of any stock option granted by the Employer in the twelve months prior to termination; (ii) in the event that such termination occurs after the initial five-year term of this Employment Agreement, immediately vested exercisable options to purchase 100,000 shares of Class A Stock at an exercise price per share equal to the lowest exercise price of any stock option granted by the Employer in the twelve months prior to termination; (d) a Bonus for the unexpired Term, based on the Bonus received for the year prior to termination (the "Base Bonus Amount") multiplied by the then unexpired Term; provided that, at the Executive's option, the Employer shall pay him the present value of such salary and bonuses in a lump sum (using as the discount rate 75% of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs). Notwithstanding the foregoing, in no event shall the Base Bonus Amount be less than $1,250,000; and (e) all benefits provided in Section 9 for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (except that if providing any such benefit under the terms of a plan is not permissible under the terms of the plan or would cause an adverse tax effect, the Employer shall reimburse the Executive’s expenses incurred in obtaining similar coverage on his own with such reimbursement being paid no later than hereof until the end of the calendar year such expenses are incurred by Executive); and (h) the Executive shall have no further obligation or liability to the Employer in connection with his performance of this Agreement (except the continuing obligations specified in Section 11 hereof)Term.

Termination Without Cause or Constructive Termination Without Cause. (a) In the event the Executive’s 's employment is terminated without Cause, other than due to disability a Total Disability or death, or in the event there is a Constructive Termination without Without Cause, the Executive shall be entitled to be paid by the Employerto: (ai) the Base Salary through the date of terminationtermination of the Executive's employment; (bii) the cash portion of all declared but unpaid Bonus through the date of termination; (c) all reimbursable business expenses incurred by the Executive through the date of termination; (d) the Employer additionally shall cause any Equity Awards that previously were issued by the Employer or any of the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination to be issued and fully vested; (e) the cash equivalent of the Base Salary, at the annualized rate in effect on the date of termination of the Executive's employment (or in the event a reduction in Base Salary reduction is the basis for a Constructive Termination without Without Cause, then the Base Salary in effect immediately prior to such reduction), for a reduction) for the lesser period of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term 36 months following such termination (or until the “Salary Payment”), with the pro rata equivalent of such amount payable from the Employer to the Executive on the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A end of the Internal Revenue Code as described in Section 12.8 below); (f) for each partial or full year remaining in the then unexpired Employment Agreement Term, a cash bonus in full and complete satisfaction of any form of cash bonus or cash incentive compensation amounts equal to the average of all Bonuses paid by the Employer to the Executive during the Term prior to termination, whichever is longer; provided, howeverthat, that if no Bonus has been paid prior to termination, at the amount shall be $100,000 (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary of this Agreement for the remainder of the Employment Agreement Term; provided thatExecutive's option, the Employer shall pay to him the present value of the aggregate Base Bonus Amount such salary continuation payments in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate of seventy-five percent 75% of the prime rate (as published by The Wall Street Journal) for the first business day month in which such termination occurs); (iii) all stock options shall be immediately granted and shall immediately vest and become exercisable in accordance with Section 7.3 hereof; (iv) the Executive's share of Profits for the balance of the Term based on the greater of (A) the Profits for the calendar year in which the termination occurs, with such Profits being pro rated for the remainder of such year, and (B) the Profits for the calendar year immediately preceding the termination; provided, that, at the Executive's option, the Employer shall pay him the present value of such share of Profits in a lump sum (using as the discount rate 75% of the prime rate (as published by The Wall Street Journal) for the month in which such termination occurs); and (v) all benefits and prerequisites provided in Section 9 hereof until the end of the Term. In calculating Profits pursuant to clause (iv) (A) above, the Executives' Base Salaries and the $600,000 amount set forth as (A) and (B) under the definition of Profits in Section 7.1 shall be pro rated for that portion of the year actually elapsed prior to termination. (b) If a termination described in Section 13.3(a) occurs following a Change in Control, the Executive shall be entitled to the payments and benefits set forth in such Section, except that the payments under clauses (ii) and (iv) of such Section 13.3(a) shall be paid in a lump sum without any discount and the exercise price of the stock options accelerated under clause (iii) of such Section 13.3(a) shall be the lower of (A) the average ask and bid price of the Class A Stock on the date of the termination and (B) the lowest exercise price of any other then outstanding options granted to the Executive prior to the Change in Control. In the event of a termination pursuant to this Section 13.3 (b), if the aggregate of all payments or benefits made or provided to the Executive under this Agreement and under all other plans and programs of the Employer and the Parent (the "Aggregate Payment") is determined to constitute a Parachute Payment, as such later date as may be necessary to avoid any adverse tax consequences under term is defined in Section 409A 280G(b)(2) of the Internal Revenue Code of 1986, as described in Section 12.8 belowamended (the "Code"); (g) all benefits provided in Section 9 for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (except that if providing any such benefit under the terms of a plan is not permissible under the terms of the plan or would cause an adverse tax effect, the Employer shall reimburse pay to the Executive’s expenses incurred in obtaining similar coverage on his own with such reimbursement being paid no later than , prior to the end time any excise tax imposed by Section 4999 of the calendar year Code ("Excise Tax") is payable with respect to such expenses are incurred by Executive); Aggregate Payment, an additional amount which, after the imposition of all income, employment and excise taxes thereon, is equal to one-half of the Excise Tax on the Aggregate Payment, or such greater portion thereof as the other senior executives of the Parent shall be paid. The determination of whether the Aggregate Payment constitutes a Parachute Payment and (h) , if so, the amount to be paid to the Executive and the time of payment pursuant to this subsection shall have no further obligation or liability to be made by an independent auditor (the "Auditor") jointly selected by the Employer and the Executive and paid by the Employer. The Auditor shall be a nationally recognized United States public accounting firm which has not, during the two years preceding the date of its selection, acted in connection with his performance any way on behalf of this Agreement (except the continuing obligations specified in Section 11 hereof)Employer, the Parent or any affiliate thereof. If the Executive and the Employer cannot agree on the firm to serve as the Auditor, then the Executive and the Employer shall each select one accounting firm and those two firms shall jointly select the accounting firm to serve as the Auditor.