Common use of Termination Without Cause or for Good Reason Clause in Contracts

Termination Without Cause or for Good Reason. (i) If within twenty-four (24) months after the occurrence of a Change of Control, the Executive's employment is terminated by the Company without Cause or the Executive terminates his employment for Good Reason, then, subject to the Executive signing a general release of claims in a form and manner satisfactory to the Company, the Company shall pay Executive a lump sum in cash in an amount equal to one and a half (1 1/2) times the sum of (A) an amount equal to the higher of (1) the Executive's annual base salary for the fiscal year in which a Change of Control occurs, or (2) the Executive's annual base salary for the fiscal year in which the Date of Termination occurs plus (B) an amount equal to the higher of (x) the Executive's target annual bonus under the Company's Annual Incentive Plan for the fiscal year in which a Change of Control occurs, or (y) the Executive's target annual bonus under the Company's Annual Incentive Plan for the fiscal year in which the Date of Termination occurs (the payment described in the preceding sentence is hereinafter referred to as the "Severance Payment"). (ii) The Executive shall also be entitled to any other rights and benefits with respect to stock-related awards, to the extent and upon the terms provided in the employee stock option or incentive plan or any agreement or other instrument attendant thereto pursuant to which such options or awards were granted. (iii) After the Date of Termination, the Company shall pay health and dental insurance premiums as may be necessary to allow the Executive and the Executive's spouse and dependents to continue to receive health and dental insurance coverage substantially similar to the coverage they received prior to the Date of Termination until the earlier of (A) the first anniversary of the Date of Termination or (B) the date on which the Executive becomes eligible to receive comparable benefits under a similar plan, policy or program of a subsequent employer. The Severance Payment shall be paid in cash in a single lump sum on the Date of Termination. In addition, the Company shall pay the Executive any Accrued Obligations in accordance with the terms of the applicable plan, program or arrangement.

Termination Without Cause or for Good Reason. (i) If within twenty-four (24) months after In the occurrence of a Change of Control, event Executive’s employment with the Executive's employment Employer is terminated by the Company Employer without Cause or by the Executive terminates his employment for Good Reason, thenthe following shall apply: (i) Employer shall pay Executive an amount equal to the one and one-half (1 ½) times the Executive’s Annual Cash Compensation. Subject to Section 7(f), such amount shall be paid in a lump sum cash payment. (ii) Executive’s rights under any LTIP or any other executive compensation arrangement in which Executive then participates shall be determined in accordance with the controlling plan document and/or award agreements. (iii) Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. (iv) Any unpaid AICP award for a year preceding the calendar year which includes the Executive’s Date of Termination shall be paid when the AICP awards for other participants are paid. (v) The Employer shall pay Executive his award under any AICP in effect for the calendar year which includes his Date of Termination (A) calculated by reference to the level of attainment for the applicable performance criteria (financial, individual or otherwise) in effect for such calendar year, (B) on the basis of a deemed 12-month calendar year participation in the plan, and (C) at the same time other participants in the AICP receive payment. (vi) Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e). (vii) Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time. (viii) Executive shall be entitled to all benefits under Section 5(d) subject to the Executive signing a general release terms and conditions of claims in a form the applicable plan documents and manner satisfactory arrangements, as amended from time to the Company, the Company time. (ix) The Employer shall pay Executive a lump sum in cash in amount equal, on an amount equal to one and a half (1 1/2) times the sum of (A) an amount equal to the higher of (1) the Executive's annual base salary for the fiscal year in which a Change of Control occurs, or (2) the Executive's annual base salary for the fiscal year in which the Date of Termination occurs plus (B) an amount equal to the higher of (x) the Executive's target annual bonus under the Company's Annual Incentive Plan for the fiscal year in which a Change of Control occurs, or (y) the Executive's target annual bonus under the Company's Annual Incentive Plan for the fiscal year in which the Date of Termination occurs (the payment described in the preceding sentence is hereinafter referred to as the "Severance Payment"). (ii) The Executive shall also be entitled to any other rights and benefits with respect to stockafter-related awardstax basis, to the extent cost of group health and group life insurance coverage under the Employer’s plans for a period of 18 months based upon the terms provided rates for such coverage in the employee stock option or incentive plan or any agreement or other instrument attendant thereto pursuant to which such options or awards were granted. effect for Executive (iiiand his dependents, if applicable) After the Date of Termination, the Company shall pay health and dental insurance premiums as may be necessary to allow the Executive and the Executive's spouse and dependents to continue to receive health and dental insurance coverage substantially similar to the coverage they received prior to the Date of Termination until the earlier of (A) the first anniversary of the Date of Termination or (B) the date on which the Executive becomes eligible to receive comparable benefits under a similar plan, policy or program of a subsequent employer. The Severance Payment shall be paid in cash in a single lump sum on the Date of Termination. In addition, Such amount shall be paid in a cash lump sum payment at the Company shall pay the Executive any Accrued Obligations in accordance with the terms of the applicable plan, program or arrangementsame time payment under Section 7(c)(i) is made.

Termination Without Cause or for Good Reason. Upon (i) If within twenty-four (24) months after the occurrence termination of a Change of Control, the Executive's employment is terminated without Cause, or (ii) voluntary termination by the Company without Cause or Executive of the Executive terminates his Executive's employment for Good Reason: (i) the Executive shall be entitled to receive, thenand the Corporation shall pay to the Executive, subject in lieu of two years' notice of termination, the aggregate of the following amounts (less any deductions required by law): (A) if not theretofore paid, that portion of the Annual Base Salary earned by or payable to the Executive signing a general release during the then current fiscal year of claims in a form the Corporation for the period to and manner satisfactory including the Date of Termination, together with all benefits payable to the CompanyExecutive through to and including the Date of Termination under the terms of the Corporation's benefit plans, programs or arrangements as in effect immediately prior to the Date of Termination; (B) a pro rated portion of the Executive's Target Bonus calculated by multiplying (1) the Target Bonus by (2) a fraction, the Company shall pay Executive numerator of which is the number of days in the applicable fiscal year through to and including the Date of Termination and the denominator of which is 365; and (C) a lump sum payment in cash in an amount equal to one and a half (1 1/2) two times the sum of (A) an amount equal to the higher of (1) the Executive's annual base salary for Annual Base Salary at the fiscal year in which a Change Date of Control occursTermination, or and (2) the Executive's annual base salary for the fiscal year in which the Date of Termination occurs plus (B) an amount equal to the higher of (x) the Executive's target annual bonus under the Company's Annual Incentive Plan for the fiscal year in which a Change of Control occurs, or (y) the Executive's target annual bonus under the Company's Annual Incentive Plan for the fiscal year in which the Date of Termination occurs (the payment described in the preceding sentence is hereinafter referred to as the "Severance Payment"). Target Bonus; (ii) The Executive (A) the Corporation shall also be entitled to any other rights maintain in full force and benefits with respect to stock-related awardseffect, to for the extent and upon the terms provided in the employee stock option or incentive plan or any agreement or other instrument attendant thereto pursuant to which such options or awards were granted. (iii) After the Date continued benefit of Termination, the Company shall pay health and dental insurance premiums as may be necessary to allow the Executive and the Executive's spouse and dependents to continue to receive family, until two years after the Date of Termination, all life insurance, medical, dental, health and dental insurance coverage substantially similar accident and disability plans, programs or arrangements in which the Executive was entitled to the coverage they received participate immediately prior to the Date of Termination until (or in the earlier case of (Avoluntary termination by the Executive for Good Reason upon or following a Change in Control as a result of a reduction in benefits, if more favourable to the Executive, such coverage and terms as were in effect immediately prior to the Change in Control) at a cost to the first anniversary Executive no greater than that which the Executive paid while employed, provided that the Executive's continued participation is possible under the general terms and provisions of such plans and programs. In the Date of Termination event that the Executive's participation is barred, the Corporation shall arrange to provide the Executive, at the Corporation's expense, with benefits substantially similar to those which the Executive is entitled to receive under such plans, programs or arrangements; or (B) at the date on which Executive's request, the Corporation will make a cash payment in an amount equal to the then estimated net present value (as determined by the Board, acting reasonably, assuming that the Executive becomes eligible to receive comparable would be employed by the Corporation for the ensuing two years and using as a discount rate the Corporation's cost of funds under its principal bank working capital credit lines) of such benefits under a similar plan, policy or program of a subsequent employer. The Severance Payment shall be paid in cash in a single lump sum on for the two-year period following the Date of Termination. In addition, the Company shall pay the Executive any Accrued Obligations in accordance with the terms of the applicable plan, program or arrangement.;

Termination Without Cause or for Good Reason. (i) If within twenty-four (24) months after the occurrence of a Change of Control, the Executive's employment with the Company is terminated by the Company without Cause (other than for Cause, Disability or death) or by the Executive terminates his employment for Good ReasonReason within 12 months following the Change in Control Date, then, subject then the Executive shall be entitled to the Executive signing a general release of claims in a form and manner satisfactory to the Company, following benefits: (i) the Company shall pay to the Executive in a lump sum in cash in an amount within 30 days after the Date of Termination the aggregate of the following amounts: (1) a payment equal to one twelve (12) months of the base salary he received as of the date of the Change of Control, or termination of employment, whichever is greater (the "Accrued Obligations"). This payment shall be subject to required deductions and tax withholdings and shall be paid within ten (10) business days of the effective date of the release required by Section 3 and (2) a half (1 1/2) times the sum of (A) an amount payment equal to the higher highest bonus paid to the Executive in any of (1) the Executive's annual base salary for the fiscal three years prior to year in which a Change of Control occurs. For purposes of this Section, the Executive acknowledges that no bonus has been paid in any period prior to the date of this Agreement. (ii) for 12 months after the Date of Termination, or (2) such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's annual base salary for the fiscal year in which the Date of Termination occurs plus (B) an amount family at least equal to the higher of (x) those which would have been provided to them if the Executive's target annual bonus under employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his family as those being provided by the Company's Annual Incentive Plan for , then the fiscal year in Company shall no longer be required to provide those particular benefits to the Executive and his family; (iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which a Change of Control occurs, or (y) the Executive is eligible to receive following the Executive's target annual bonus termination of employment under any plan, program, policy, practice, contract or agreement of the Company's Annual Incentive Plan for the fiscal year in which the Date of Termination occurs Company and its affiliated companies (the payment described in the preceding sentence is such other amounts and benefits shall be hereinafter referred to as the "Severance PaymentOther Benefits").; and (iiiv) The for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall also be entitled considered to any other rights and benefits with respect to stock-related awards, to have remained employed by the extent and upon the terms provided in the employee stock option or incentive plan or any agreement or other instrument attendant thereto pursuant to which such options or awards were granted. (iii) After Company until 12 months after the Date of Termination, the Company shall pay health and dental insurance premiums as may be necessary to allow the Executive and the Executive's spouse and dependents to continue to receive health and dental insurance coverage substantially similar to the coverage they received prior to the Date of Termination until the earlier of (A) the first anniversary of the Date of Termination or (B) the date on which the Executive becomes eligible to receive comparable benefits under a similar plan, policy or program of a subsequent employer. The Severance Payment shall be paid in cash in a single lump sum on the Date of Termination. In addition, the Company shall pay the Executive any Accrued Obligations in accordance with the terms of the applicable plan, program or arrangement.

Termination Without Cause or for Good Reason. (i) If within twenty-four (24) months after the occurrence of a Change of Control, the Executive's employment is terminated by the Company without Cause (including termination due to Executive's death) other than pursuant to Sections 3.1 or the 3.2 or if Executive terminates shall terminate his employment for Good Reason, then, subject to Section 4.2, Executive shall be entitled, if such termination occurred within two (2) years of a Change of Control (or in the case of termination due to Executive's death, if such termination occurred within six (6) months of a Change of Control), to the following benefits: (a) Callon shall pay to the Executive signing a general release of claims in a form and manner satisfactory to lump sum, in cash, on or before the Companyfifth day following the Date of Termination, the Company shall pay Executive a lump sum in cash in an amount equal to one and a half three (1 1/23.0) times the sum of (A) an amount equal to the higher of (1) the Executive's annual base salary for as in effect immediately prior to the fiscal year in which a Change of Control occursor, if higher, in effect immediately prior to the Date of Termination and (B) the greater of (i) the average bonus (under all Callon bonus plans for which the Executive is eligible) earned with respect to the three most recently completed full fiscal years or (2ii) the Executive's annual base salary target bonus (under all Callon bonus plans for which the Executive is eligible) for the fiscal year in which the Date of Termination occurs plus (B) an amount equal to the higher of (x) the Executive's target annual bonus under the Company's Annual Incentive Plan for the fiscal year in which a Change of Control occurs, or (y) based on a forecast that has been approved by the Executive's target annual bonus under Board of the Company's Annual Incentive Plan results for the fiscal year in which the Date Change of Termination occurs (the payment described in the preceding sentence is hereinafter referred to as the "Severance Payment")Control occurs. (iib) The Executive shall also be entitled to any other rights Callon shall, at its expense, maintain in full force and benefits with respect to stock-related awards, to the extent and upon the terms provided in the employee stock option or incentive plan or any agreement or other instrument attendant thereto pursuant to which such options or awards were granted. (iii) After the Date of Termination, the Company shall pay health and dental insurance premiums as may be necessary to allow the Executive and the effect for Executive's spouse and dependents to continue to receive health and dental insurance coverage substantially similar to the coverage they received prior to continued benefit until 36 months after the Date of Termination until all life, disability, medical, dental, accident and health insurance coverage to which Executive was entitled immediately prior to the earlier of (A) the first anniversary of the Date of Termination or (B) the date on which the Executive becomes eligible to receive comparable benefits under a similar plan, policy or program of a subsequent employer. The Severance Payment shall be paid in cash in a single lump sum on the Date Notice of Termination. In addition, the Company shall pay event that Executive's participation in any such coverage is barred under the Executive any Accrued Obligations in accordance with the general terms and provisions of the applicable planplans and programs under which such coverage is provided, program or arrangementany such coverage is discontinued or the benefits thereunder materially reduced, Callon shall provide or arrange to provide Executive with benefits substantially similar to those which Executive was entitled to receive under such coverage immediately prior to the Notice of Termination. At the end of the period of coverage herein above provided for, Executive shall have the option to have assigned to Executive at no cost and with no apportionment of prepaid premiums, any assignable insurance owned by Callon and relating specifically to Executive and Executive shall be entitled to all health and similar benefits that are or would have been made available to Executive under law.

Termination Without Cause or for Good Reason. Upon (i) If within twenty-four (24) months after the occurrence termination of a Change of Control, the Executive's ’s employment is terminated without Cause, or (ii) voluntary termination by the Company without Cause or Executive of the Executive terminates his Executive’s employment for Good Reason: (i) the Executive shall be entitled to receive, thenand the Corporation shall pay to the Executive, subject in lieu of two years’ notice of termination, the aggregate of the following amounts (less any deductions required by law): (A) if not theretofore paid, that portion of the Annual Base Salary earned by or payable to the Executive signing a general release during the then current fiscal year of claims in a form the Corporation for the period to and manner satisfactory including the Date of Termination, together with all benefits payable to the CompanyExecutive through to and including the Date of Termination under the terms of the Corporation’s benefit plans, programs or arrangements as in effect immediately prior to the Date of Termination; (B) a pro rated portion of the Executive’s Target Bonus calculated by multiplying (1) the Target Bonus by (2) a fraction, the Company shall pay Executive numerator of which is the number of days in the applicable fiscal year through to and including the Date of Termination and the denominator of which is 365; and (C) a lump sum payment in cash in an amount equal to one and a half (1 1/2) two times the sum of (A) an amount equal to the higher of (1) the Executive's annual base salary for Annual Base Salary at the fiscal year in which a Change Date of Control occursTermination, or and (2) the Executive's annual base salary for the fiscal year in which the Date of Termination occurs plus (B) an amount equal to the higher of (x) the Executive's target annual bonus under the Company's Annual Incentive Plan for the fiscal year in which a Change of Control occurs, or (y) the Executive's target annual bonus under the Company's Annual Incentive Plan for the fiscal year in which the Date of Termination occurs (the payment described in the preceding sentence is hereinafter referred to as the "Severance Payment").’s Target Bonus; (ii) The (A) the Corporation shall maintain in full force and effect, for the continued benefit of the Executive shall also be entitled to any other rights and benefits with respect to stock-related awardsthe Executive’s family, to the extent and upon the terms provided in the employee stock option or incentive plan or any agreement or other instrument attendant thereto pursuant to which such options or awards were granted. (iii) After until two years after the Date of Termination, the Company shall pay all life insurance, medical, dental, health and dental insurance premiums as may be necessary to allow accident and disability plans, programs or arrangements in which the Executive and the Executive's spouse and dependents was entitled to continue to receive health and dental insurance coverage substantially similar to the coverage they received participate immediately prior to the Date of Termination until (or in the earlier case of (Avoluntary termination by the Executive for Good Reason upon or following a Change in Control as a result of a reduction in benefits, if more favourable to the Executive, such coverage and terms as were in effect immediately prior to the Change in Control) at a cost to the first anniversary of the Date of Termination or (B) the date on Executive no greater than that which the Executive becomes eligible paid while employed, provided that the Executive’s continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Executive’s participation is barred, the Corporation shall arrange to provide the Executive, at the Corporation’s expense, with benefits substantially similar to those which the Executive is entitled to receive comparable benefits under a similar plansuch plans, policy programs or program of a subsequent employer. The Severance Payment shall be paid in cash in a single lump sum on the Date of Termination. In addition, the Company shall pay the Executive any Accrued Obligations in accordance with the terms of the applicable plan, program or arrangement.arrangements; or

Termination Without Cause or for Good Reason. The Company may terminate Executive’s employment at any time for any reason (ior no reason) If within twenty-four (24) months after the occurrence of a Change of Controlother than Cause, the Executive's employment is terminated as determined by the Board and the Executive may terminate Executive’s employment with the Company for Good Reason and resign any and all positions as officer or director of the Company and any related companies. If the Company terminates Executive’s employment without Cause or the Executive terminates his employment for Good Reason, then, subject to the Executive signing a general release of claims in a form and manner satisfactory to the Company, the : (a) The Company shall pay the premiums for the continuation of coverage pursuant to COBRA under the Company’s health and dental plan for Executive a lump sum in cash in and his eligible dependents for the period equal to the lesser of (1) one year following the final date of Executive’s employment with the Company or (2) upon acceptance by Executive of an offer of comparable employment from another employer; (b) The Company shall pay within 10 business days after such termination: (1) an amount equal to one and a half (1 1/21) times time Executive’s full annual base salary on the sum date of his termination plus (A2) an amount equal to the higher greater of (1) one times the Executive's maximum annual base salary cash bonus that could be paid to Executive for the fiscal year in which a Change of Control occurs, termination occurred or (2) one times the Executive's annual base salary for average bonus paid to Executive during the fiscal year in which the Date of Termination occurs plus (B) an amount equal to the higher of (x) the Executive's target annual bonus under the Company's Annual Incentive Plan for the fiscal year in which a Change of Control occurs, or (y) the Executive's target annual bonus under the Company's Annual Incentive Plan for the fiscal year in which the Date of Termination occurs (the payment described in the preceding sentence is hereinafter referred to as the "Severance Payment").prior two years; (iic) The Executive shall also be entitled to any All options and other rights and benefits with respect to stock-related equity awards, whether made pursuant to the extent and upon the terms provided in the employee stock option or incentive plan or any this agreement or other instrument attendant thereto pursuant to which otherwise, shall become fully vested and released from any restrictions on transfer upon such options or awards were granted.termination; and (iiid) After the Date At Executive’s request, if Executive relocates beyond fifty (50) miles from Omaha within six (6) months of Terminationtermination (as set forth in Section 7.2), the Company shall pay health (1) purchase, or shall cause the Relocation Firm to purchase, Executive’s principal residence in Omaha, Nebraska at the relocation appraisal price determined by the Relocation Firm and dental insurance premiums as may be necessary shall reimburse Executive for any negative difference in the relocation appraisal price and the cost of such residence to allow the Executive, including any out-of-pocket improvements made by Executive and the Executive's spouse and dependents to continue to receive health and dental insurance coverage substantially similar to the coverage they received prior to the Date of Termination until the earlier of (A2) the first anniversary of the Date of Termination or (B) the date on which the Executive becomes eligible to receive comparable benefits under a similar plan, policy or program of a subsequent employer. The Severance Payment shall be paid in cash in a single lump sum on the Date of Termination. In addition, the Company shall pay the Executive any Accrued Obligations in accordance costs associated with the terms movement of the applicable planExecutive’s household goods to a location selected by Executive within 500 miles of Omaha, program or arrangementNebraska.

Termination Without Cause or for Good Reason. If the Executive's employment hereunder is terminated by the Company without Cause or by the Executive for Good Reason during the Employment Term, the Executive shall be entitled to receive the Accrued Amounts and, conditional upon the Executive's compliance with Article 6 of this Agreement and his execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company as provided below (the "Release"), the Executive shall also be entitled to the following, with such payments to be made on a date determined by the Company within 60 days following the Termination Date except as otherwise provided: (a) in the event the employment of the Executive is terminated prior to the 18-month anniversary of the Effective Date, the Executive shall be entitled to receive a lump sum payment equal to the Executive's Base Salary, and in the event the employment of the Executive is terminated on or following the 18-month anniversary of the Effective Date, the Executive shall be entitled to receive a lump sum payment equal to the sum of (i) If within twenty-four one and a half (241.5) months after the occurrence of a Change of Control, times the Executive's Base Salary and (ii) the lesser of the Annual Bonus paid to the Executive in the fiscal year immediately prior to the Termination Date and the Target Bonus for the fiscal year in which the Termination Date occurs; (b) any amount of Annual Bonus earned, but not yet paid, in the fiscal year prior to the fiscal year in which the Termination Date occurs; (c) a pro-rated Annual Bonus equal to the product of (i) the Annual Bonus that would have been payable to the Executive for the fiscal year in which the Termination Date occurs if the termination of employment had not occurred (as determined by the Compensation Committee in good faith at the same time the annual bonuses of other similarly situated executives are determined) and (ii) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the fiscal year in which the Termination Date occurs and the denominator of which is the number of days in such fiscal year (the "Pro Rata Bonus"), which amount is payable to the Executive at the same time the annual bonuses of similarly situated executives are payable; (d) all unvested Special RSUs shall immediately vest on the Termination Date and be settled in accordance with the terms of the applicable Special Award Agreement; (e) in the event the Executive’s employment is terminated by the Executive for Good Reason any unvested Special PSUs and Special Options as to which the stock price hurdle vesting requirements (as set forth in the applicable Special Award Agreement) have been satisfied as of the Termination Date shall immediately vest on the Termination Date, any such Special PSUs that vest in accordance with this Section 5.3(e) shall be settled as soon as reasonably practicable following the Termination Date in accordance with the terms of the applicable Special Award Agreement and any such Special Options that vest in accordance with this Section 5.3(e) may be exercised in accordance with the applicable Special Award Agreement; however, in the event the Executive’s employment is terminated by the Company without Cause or a pro rata number of unvested Special Options and unvested Special PSUs shall vest at the Executive terminates his employment for Good Reason, then, subject to the Executive signing a general release of claims in a form and manner satisfactory to the Company, the Company shall pay Executive a lump sum in cash in an amount equal to one and a half (1 1/2) times the sum of (A) an amount Termination Date equal to the higher product of (1i) the Executive's annual base salary for the fiscal year in which a Change number, if any, of Control occurs, or (2) the Executive's annual base salary for the fiscal year in Special PSUs and Special Options as to which the Date of Termination occurs plus stock price hurdle vesting requirements (B) an amount equal to the higher of (x) the Executive's target annual bonus under the Company's Annual Incentive Plan for the fiscal year in which a Change of Control occurs, or (y) the Executive's target annual bonus under the Company's Annual Incentive Plan for the fiscal year in which the Date of Termination occurs (the payment described as set forth in the preceding sentence is hereinafter referred to applicable Special Award Agreement) have been satisfied as of the "Severance Payment"). Termination Date and (ii) The a fraction, the numerator of which is the number of days the Executive shall also be entitled to any other rights was employed by the Company during the Performance Period and benefits with respect to stock-related awards, to the extent and upon denominator of which is the terms provided number of days in the employee stock option or incentive plan or Performance Period, any agreement or other instrument attendant thereto pursuant to which such options or awards were granted. (iiiSpecial PSUs that vest in accordance with this Section 5.3(e) After the Date of Termination, the Company shall pay health and dental insurance premiums as may be necessary to allow the Executive and the Executive's spouse and dependents to continue to receive health and dental insurance coverage substantially similar to the coverage they received prior to the Date of Termination until the earlier of (A) the first anniversary of the Date of Termination or (B) the date on which the Executive becomes eligible to receive comparable benefits under a similar plan, policy or program of a subsequent employer. The Severance Payment shall be paid in cash in a single lump sum on settled as soon as reasonably practicable following the Termination Date of Termination. In addition, the Company shall pay the Executive any Accrued Obligations in accordance with the terms of the applicable plan, program Special Award Agreement and any such Special Options that vest in accordance with this Section 5.3(e) may be exercised in accordance with the applicable Special Award Agreement; and (f) any other Special Options or arrangementSpecial PSUs which have not vested as of the Termination Date in accordance with Section 5.3(e) above shall be forfeited and cancelled. The Company’s obligations to make any payments under this Section 5.3 shall be conditioned on the Executive executing and delivering to the Company the Release within twenty-one (21) days following the date the Company delivers the form of Release to the Executive after the date the Termination Notice is received by the Executive and the Release becoming effective by virtue of the Executive not revoking the Release during the period the Executive is allowed by law to revoke.

Termination Without Cause or for Good Reason. (i) If within twenty-four (24) months after If, during the occurrence of a Change of Controlin Control Period, the Executive's ’s employment is terminated by the Company without Cause or if the Executive terminates his or her employment for Good ReasonReason (each, thena “Qualifying Termination”), subject to in each case, the Executive signing a general release of claims in a form shall receive the following severance compensation and manner satisfactory benefits: (i) Subject to the CompanySection 9(b), the Company shall pay to the Executive a lump lump-sum in cash in an amount equal to payment on the 60th day following the Date of Termination: A. the product of (x) one and a one-half (1 1/21.5) times and (y) the sum of (A) an amount equal to the higher of (1i) the Executive's ’s annual base salary for immediately prior to the fiscal year in which a Change Date of Control occurs, or Termination (2without regard to any reduction that would constitute Good Reason) and (ii) the Executive's annual base salary for Annual Target Bonus; and B. the product of (x) the Bonus Amount and (y) a fraction, the numerator of which is the number of days the Executive was employed in the fiscal year in which the Date of Termination occurs plus (B) an amount equal to the higher of (x) the Executive's target annual bonus under the Company's Annual Incentive Plan for the fiscal year in which a Change of Control occursthrough, or (y) the Executive's target annual bonus under the Company's Annual Incentive Plan for the fiscal year in which and including, the Date of Termination occurs (and the payment described in the preceding sentence denominator of which is hereinafter referred to as the "Severance Payment")365. (ii) The If the Executive shall also be entitled to any other rights and or his or her eligible dependents have coverage under the group health benefits with respect to stock-related awards, to offered by the extent and upon the terms provided in the employee stock option or incentive plan Company or any agreement or other instrument attendant thereto pursuant of its subsidiaries as of immediately prior to which such options or awards were granted. (iii) After the Date of Termination, the Company shall pay health and dental insurance premiums as may be necessary to allow the Executive and the Executive's spouse and his or her eligible dependents will be eligible to continue to receive participate in such benefits during the 12-month period following the Date of Termination (the “Benefits Continuation Period”) at the rate then applicable to similarly-situated active employees. Notwithstanding the foregoing, if during any portion of the Benefits Continuation Period, the Executive or his or her eligible dependents are no longer eligible to participate in such group health and dental insurance coverage substantially similar benefit plans due to the coverage they received terms of such group health benefit plans, including terms imposed by insurers associated with such group health benefit plans or applicable law, the Company will pay or reimburse the Executive for its portion of the premium it was paying immediately prior to such loss of eligibility for the remainder of the Benefits Continuation Period. Notwithstanding anything to the contrary herein, the benefits described in this Section 2(a)(ii) will cease if and to the extent the Executive becomes eligible for similar benefits by reason of new employment. (iii) The Company will pay for reasonable outplacement assistance through a vendor chosen by the Company for a period of one year following the Date of Termination. (iv) All outstanding equity or other long-term incentive awards held by the Executive as of immediately prior to the Date of Termination until that were granted to the earlier Executive prior to the Change in Control Date, or on or following the Change in Control Date in substitution for, or as an assumption of, awards granted to the Executive prior to the Change in Control Date shall become fully vested as of the Date of Termination. Any such outstanding awards that are performance-based shall become vested under this Section 2(a)(iv) at the greater of (A) the first anniversary target level of performance and (B) the average level of performance (based on actual results) of the Company and its affiliates for the applicable performance metrics over the three long-term incentive plan years immediately preceding the Change in Control Date. (v) The Accrued Obligations as of the Date of Termination. The Accrued Obligations shall be paid to the Executive in a lump-sum cash payment within 60 days of the Date of Termination or in such other form or within such other period required pursuant to the applicable plan or agreement. As a condition precedent to any Company obligation to the Executive pursuant to this Section 2(a) (B) other than the Accrued Obligations), the Executive shall provide the Company with a valid, executed general release agreement substantially in the form attached hereto as Exhibit A (the “Release”), and such Release shall have become effective and irrevocable on or prior to the date on which the Executive becomes eligible to receive comparable benefits under a similar plan, policy or program of a subsequent employer. The Severance Payment shall be paid in cash in a single lump sum on that is 60 days following the Date of Termination. In addition, the Company shall pay the Executive any Accrued Obligations in accordance with the terms of the applicable plan, program or arrangement.

Termination Without Cause or for Good Reason. In the event the Employment Period terminates under this Agreement as a result of the Company terminating the Executive’s employment without Cause (other than because of death or Disability) or the Executive terminating his employment for Good Reason, the Company will pay or deliver to the Executive the following amounts and grant the Executive the following rights and benefits. (a) The Company will pay the Executive any earned and unpaid Base Salary up to and including the Severance Date, and any unpaid expense reimbursements pursuant to this Agreement that are due and owing to the Executive (collectively, the “Accrued Obligations”). (b) The Company will pay or provide the Executive, to the extent not already paid or provided, any and all vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive as of the Severance Date under any plan, program, policy, practice, contract, or agreement of the Company and its affiliates, including without limitation under any tax qualified pension or savings or 401(K) plans of the Company (the “Other Benefits”). (c) The Company will pay the Executive any Annual Bonus(es) that the Executive earned for any fiscal year(s) prior to the fiscal year in which the Severance Date occurred to the extent that such Annual Bonus(es) had not yet been paid before the Severance Date (the “Arrear Bonuses”). (d) The Company will pay the Executive (1) an amount equal to twenty four (24) months of the Executive’s Base Salary at the rate in effect on the Severance Date (the “Base Severance Benefit”) and (2) an amount equal to the greater of two times (i) the Executive’s average Annual Bonus for the three (3) completed fiscal years immediately preceding the Severance Date, or, if such Severance Date occurs before the third anniversary of the Effective Date, the period from the Effective Date to the Severance Date, or (ii) the Executive’s potential Target Bonus for the year in which the Severance Date occurs (the “Incentive Severance Benefit”). Notwithstanding the foregoing, if the Base Severance Benefit together with the Incentive Severance Benefit is less than five (5) times the Executive’s Base Salary at the rate in effect on the Severance Date, then the aggregate amount thereof will be increased to an amount equal to five (5) times the Executive’s Base Salary at the rate in effect on the Severance Date. (e) Any fully vested Equity Awards previously granted to the Executive (“Vested Equity Awards”), if not then already delivered or paid, shall be delivered or paid to the Executive. Any Equity Awards held by the Executive as of the Severance Date not then based on performance will be and become 100% vested and delivered or paid to the Executive on the Severance Date (“Accelerated Equity Awards”). With respect to any Equity Awards held by the Executive as of the Severance Date the amount of which is based on the attainment of specified levels of performance, the amount of such Equity Awards to be vested and delivered to the Executive shall be equal to the greater of: (1) the amount payable upon attainment of the target level for performance without proration of any kind; or (2) if actual performance has exceeded the target level as of the Severance Date, the actual performance achieved based on a proration of the original performance goals from the period from the beginning of the measurement period through the Severance Date, pro rated against the full measurement period that would otherwise have extended beyond the Severance Date. (f) The Company will extend the COBRA coverage benefits required by law and under Section 6.5(a). (g) If the Severance Date occurs within twelve (12) months preceding a Change in Control or an executed agreement that would result in a Change in Control, or within twenty-four (24) months after the occurrence of following a Change of in Control, the Company shall: (i) in lieu of the payment provided for in Section 6.1(d), pay the Executive an amount equal to thirty six (36) months of the Executive's employment ’s Base Salary at the rate in effect on the Severance Date; (ii) in lieu of the payment provided for in Section 6.1(d), pay the Executive an amount equal to three times the greater of (i) the Executive’s average Annual Bonus for the three (3) completed fiscal years immediately preceding the Severance Date or, if such Severance Date occurs before the third anniversary of the Effective Date, the period from the Effective Date to the Severance Date, or (ii) the Executive’s potential Target Bonus for the year in which the Severance Date occurs. (iii) Notwithstanding the foregoing, if the aggregate of the amounts payable under Sections 6.1(g)(i) and 6.1(g)(ii) is terminated less than six (6) times the Executive’s Base Salary at the rate in effect on the Severance Date, then the aggregate amount thereof will be increased to an amount equal to six (6) times the Executive’s Base Salary at the rate in effect on the Severance Date. (iv) For clarity, the Executive will also receive the vesting of the Equity Awards provided for in Section 6.1(e). (h) Upon a termination of the Employment Period by the Company without Cause or by the Executive terminates his employment for Good Reason, then, subject to the Executive signing shall not be entitled to any other compensation or benefits not expressly provided for in this Section 6.1, regardless of the time that would otherwise remain in the Employment Period had the Employment Period not been terminated without Cause or for Good Reason. The Company shall have no additional obligations under this Agreement except as provided in this Section 6.1. (i) As a general release of claims condition precedent to any Company obligation to pay the Executive the Arrear Bonuses, the Base Severance Benefit, the Incentive Severance Benefit, and any Equity Awards under Section 6.1(e) other than Vested Equity Awards, the Executive shall execute and deliver the Release required by Section 6.10 within the Release Period and thereafter not revoke the Release within the applicable revocation period. (j) Unless otherwise specified or required in a form and manner satisfactory to the CompanySection 6.8(c), the Company shall pay Executive a lump sum in cash in an amount equal to one and a half and/or deliver (1 1/2) times the sum of (A) an amount equal to the higher of (1i) the Executive's annual base salary for Accrued Obligations and the fiscal year in which a Change of Control occurs, or (2) the Executive's annual base salary for the fiscal year in which the Date of Termination occurs plus (B) an amount equal to the higher of (x) the Executive's target annual bonus under Other Benefits with the Company's Annual Incentive Plan for ’s first payroll cycle following the fiscal year in which a Change of Control occursSeverance Date, or (y) the Executive's target annual bonus under the Company's Annual Incentive Plan for the fiscal year in which the Date of Termination occurs (the payment described or, in the preceding sentence is hereinafter referred to as case of the "Severance Payment"). Other Benefits, otherwise in accordance with applicable plan documents, (ii) The Executive shall also be entitled to any other rights the Arrear Bonuses, the Base Severance Benefit, and benefits with respect to stock-related awards, the Incentive Severance Benefit to the extent and upon the terms provided in the employee stock option or incentive plan or any agreement or other instrument attendant thereto pursuant to which such options or awards were granted. (iii) After the Date of Termination, the Company shall pay health and dental insurance premiums as may be necessary to allow the Executive and the Executive's spouse and dependents to continue to receive health and dental insurance coverage substantially similar to the coverage they received prior to the Date of Termination until the earlier of (A) the first anniversary of the Date of Termination or (B) the date on which the Executive becomes eligible to receive comparable benefits under a similar plan, policy or program of a subsequent employer. The Severance Payment shall be paid in cash in a single lump cash sum on the Date of Termination. In addition, the Company shall pay the Executive any Accrued Obligations in accordance payment with the terms Company’s first payroll cycle following the expiration of the full 60-day Release Period or the conclusion of the applicable planrevocation period, program whichever date is later, (iii) the Vested Equity Awards on the Severance Date, and (iv) all Accelerated Equity Awards with the Company’s first payroll cycle following the expiration of the full 60-day Release Period. All payments will be less applicable federal, state, and local tax and other withholdings. (k) The Executive agrees that the payments and benefits contemplated by this Section 6.1 shall constitute the exclusive and sole remedy for any termination of his employment during the term of this Agreement by the Company other than for Cause or arrangementby the Executive for Good Reason, and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment.

Termination Without Cause or for Good Reason. In the event the Employment Period terminates under this Agreement as a result of the Company terminating the Executive’s employment without Cause (other than because of death or Disability) or the Executive terminating his employment for Good Reason, the Company will pay or deliver to the Executive the following amounts and grant the Executive the following rights and benefits. (a) The Company will pay the Executive any earned and unpaid Base Salary up to and including the Severance Date, and any unpaid expense reimbursements pursuant to this Agreement that are due and owing to the Executive (collectively, the “Accrued Obligations”). (b) The Company will pay or provide the Executive, to the extent not already paid or provided, any and all vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive as of the Severance Date under any plan, program, policy, practice, contract, or agreement of the Company and its affiliates, including without limitation under any tax qualified pension or savings or 401(K) plans of the Company (the “Other Benefits”). (c) The Company will pay the Executive any Annual Bonus(es) that the Executive earned for any fiscal year(s) prior to the fiscal year in which the Severance Date occurred to the extent that such Annual Bonus(es) had not yet been paid before the Severance Date (the “Arrear Bonuses”). (d) The Company will pay the Executive (1) an amount equal to twelve (12) months of the Executive’s Base Salary at the rate in effect on the Severance Date (the “Base Severance Benefit”), and (2) an amount equal to the greater of one times (i) the Executive’s average Annual Bonus for the three (3) completed fiscal years immediately preceding the Severance Date, or, if such Severance Date occurs before the third anniversary of the Effective Date, the period from the Effective Date to the Severance Date, or (ii) the Executive’s potential Target Bonus for the year in which the Severance Date occurs (the “Incentive Severance Benefit”). (e) Any fully vested Equity Awards previously granted to the Executive (“Vested Equity Awards”), if not then already delivered or paid, shall be delivered or paid to the Executive. Any Equity Awards held by the Executive as of the Severance Date not then based on performance will be and become 100% vested and delivered or paid to the Executive on the Severance Date (“Accelerated Equity Awards”). With respect to any Equity Awards held by the Executive as of the Severance Date the amount of which is based on the attainment of specified levels of performance, the amount of such Equity Awards to be vested and delivered to the Executive shall be equal to the greater of: (1) the amount payable upon attainment of the target level for performance without proration of any kind; or (2) if actual performance has exceeded the target level as of the Severance Date, the actual performance achieved based on a proration of the original performance goals from the period from the beginning of the measurement period through the Severance Date, pro rated against the full measurement period that would otherwise have extended beyond the Severance Date. (f) The Company will extend the COBRA coverage benefits required by law and under Section 6.5. (g) If the Severance Date occurs within twelve (12) months preceding a change of control or an executed agreement that would result in a Change in Control, or within twenty-four (24) months after the occurrence of following a Change of in Control, the Company shall: (i) in lieu of the payment provided for in Section 6.1(d), pay the Executive an amount equal to twenty four (24) months of the Executive's employment is terminated ’s Base Salary at the rate in effect on the Severance Date; (ii) in lieu of the payment provided for in Section 6.1(d), pay the Executive an amount equal to two times the greater of (i) the Executive’s average Annual Bonus for the three (3) completed fiscal years immediately preceding the Severance Date or, if such Severance Date occurs before the third anniversary of the Effective Date, the period from the Effective Date to the Severance Date, or (ii) the Executive’s potential Target Bonus for the year in which the Severance Date occurs. (iii) For clarity, the Executive will also receive the vesting of the Equity Awards provided for in Section 6.1(e). (h) Upon a termination of the Employment Period by the Company without Cause or by the Executive terminates his employment for Good Reason, then, subject to the Executive signing shall not be entitled to any other compensation or benefits not expressly provided for in this Section 6.1, regardless of the time that would otherwise remain in the Employment Period had the Employment Period not been terminated without Cause or for Good Reason. The Company shall have no additional obligations under this Agreement except as provided in this Section 6.1. (i) As a general release of claims condition precedent to any Company obligation to pay the Executive the Arrear Bonuses, the Base Severance Benefit, the Incentive Severance Benefit, and any Equity Awards under Section 6.1(e) other than Vested Equity Awards, the Executive shall execute and deliver the Release required by Section 6.10 within the Release Period and thereafter not revoke the Release within the applicable revocation period. (j) Unless otherwise specified or required in a form and manner satisfactory to the CompanySection 6.8(c), the Company shall pay Executive a lump sum in cash in an amount equal to one and a half and/or deliver (1 1/2) times the sum of (A) an amount equal to the higher of (1i) the Executive's annual base salary for Accrued Obligations and the fiscal year in which a Change of Control occurs, or (2) the Executive's annual base salary for the fiscal year in which the Date of Termination occurs plus (B) an amount equal to the higher of (x) the Executive's target annual bonus under Other Benefits with the Company's Annual Incentive Plan for ’s first payroll cycle following the fiscal year in which a Change of Control occursSeverance Date, or (y) the Executive's target annual bonus under the Company's Annual Incentive Plan for the fiscal year in which the Date of Termination occurs (the payment described or, in the preceding sentence is hereinafter referred to as case of the "Severance Payment"). Other Benefits, otherwise in accordance with applicable plan documents, (ii) The Executive shall also be entitled to any other rights the Arrear Bonuses, the Base Severance Benefit, and benefits with respect to stock-related awards, the Incentive Severance Benefit to the extent and upon the terms provided in the employee stock option or incentive plan or any agreement or other instrument attendant thereto pursuant to which such options or awards were granted. (iii) After the Date of Termination, the Company shall pay health and dental insurance premiums as may be necessary to allow the Executive and the Executive's spouse and dependents to continue to receive health and dental insurance coverage substantially similar to the coverage they received prior to the Date of Termination until the earlier of (A) the first anniversary of the Date of Termination or (B) the date on which the Executive becomes eligible to receive comparable benefits under a similar plan, policy or program of a subsequent employer. The Severance Payment shall be paid in cash in a single lump cash sum on the Date of Termination. In addition, the Company shall pay the Executive any Accrued Obligations in accordance payment with the terms Company’s first payroll cycle following the expiration of the full 60-day Release Period or the conclusion of the applicable planrevocation period, program whichever date is later, (iii) the Vested Equity Awards on the Severance Date, and (iv) all Accelerated Equity Awards with the Company’s first payroll cycle following the expiration of the full 60-day Release Period. All payments will be less applicable federal, state, and local tax and other withholdings. (k) The Executive agrees that the payments and benefits contemplated by this Section 6.1 shall constitute the exclusive and sole remedy for any termination of his employment during the term of this Agreement by the Company other than for Cause or arrangementby the Executive for Good Reason, and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment.

Termination Without Cause or for Good Reason. If Executive’s employment with the Company is terminated by the Company (iother than for Cause, Disability, or death) If or by Executive for Good Reason within twenty-four (24) months after following the occurrence of a Change of Controlin Control Date, the Executive's employment is terminated by the Company without Cause or the then Executive terminates his employment for Good Reason, then, subject shall be entitled to the Executive signing a general release of claims in a form and manner satisfactory to the Company, following benefits: (i) the Company shall pay to Executive a lump lump-sum cash payment on the Release Effective Date in cash in an amount equal to one and a half the aggregate of the following amounts: (1 1/2) times the sum of (A1) an amount equal to the higher of (1a) the Executive's annual base salary three (3) for the fiscal year in which a Change of Control occurs, or Chief Executive Officer and two (2) for other Executive Committee Members multiplied by (b) the sum of (x) the greater of Executive's ’s annual base salary Base Salary as in effect immediately prior to the Change in Control Date or the Date of Termination and (y) the greater of Executive’s target Annual Bonus as in effect immediately prior to the Change in Control Date or the Date of Termination; and (2) Executive’s accrued but unpaid Base Salary through the Date of Termination, vacation pay earned but not used in the calendar year of termination, any unreimbursed reimbursable expenses, and all rights and benefits under the employee benefit plans of the Company in which Executive is then participating, and (ii) any previously awarded but unpaid Annual Bonus for a completed calendar year prior to the Date of Termination (collectively, the “Accrued Obligations”); (ii) the Company will also pay Executive a lump-sum cash payment equal to the product of (A) the Annual Bonus, if any, that Executive would have earned for the fiscal calendar year in which the Date of Termination occurs plus occurs, based on actual achievement of the applicable performance goals for such year (as determined on a basis consistent with that for other senior executives) and (B) an a fraction, the numerator of which is the number of days Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year (the “Pro-Rata Bonus”). This amount equal to shall be paid on the higher date that Annual Bonuses are normally paid, but in no event later than March 15 of (x) the Executive's target annual bonus under year following the Company's Annual Incentive Plan for the fiscal year in which a Change of Control occurs, or (y) the Executive's target annual bonus under the Company's Annual Incentive Plan for the fiscal year in which the Date of Termination occurs occurs; ​ ​ ​ (iii) the Executive and Executive’s eligible dependents will remain covered by the Company’s medical, vision, and dental plans under the same terms and conditions as an active employee through the Date of Termination, such coverage will terminate on the Date of Termination, and the Company will pay to the Executive, in one lump sum payment, the equivalent cash value of the premiums for the coverage that Executive and Executive’s eligible dependents would have received (less the employee portion of the premiums for such benefits) under the Company’s health care plan, based on the level of coverage as of the Date of Termination, for a period of twenty-four (24) months, such payment described in to be made within sixty (60) days after the preceding sentence Date of Termination. After such Date of Termination, the Executive shall be eligible for continuation of coverage for the Executive and the Executive’s eligible dependents under the Company’s medical, vision, and dental plans pursuant to the COBRA continuation of coverage provisions of such plans, at the Executive’s sole expense under applicable COBRA rates, beginning upon the Date of Termination; and (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or which Executive is eligible to receive following Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (other than severance benefits) (such other amounts and benefits shall be hereinafter referred to as the "Severance Payment"“Other Benefits”). (ii) The Executive shall also be entitled to any other rights and benefits with respect to stock-related awards, to the extent and upon the terms provided in the employee stock option or incentive plan or any agreement or other instrument attendant thereto pursuant to which such options or awards were granted. (iii) After the Date of Termination, the Company shall pay health and dental insurance premiums as may be necessary to allow the Executive and the Executive's spouse and dependents to continue to receive health and dental insurance coverage substantially similar to the coverage they received prior to the Date of Termination until the earlier of (A) the first anniversary of the Date of Termination or (B) the date on which the Executive becomes eligible to receive comparable benefits under a similar plan, policy or program of a subsequent employer. The Severance Payment shall be paid in cash in a single lump sum on the Date of Termination. In addition, the Company shall pay the Executive any Accrued Obligations in accordance with the terms of the applicable plan, program or arrangement.

Termination Without Cause or for Good Reason. (i) If within twenty-four (24) months after If, prior to the occurrence of a Change of ControlExpiration Date, the Executive's employment Employment Period is terminated by the Company Companies without Cause or by the Executive terminates his employment for Good Reason, then, subject (i) Executive shall be entitled to receive for the Executive signing a general release of claims in a form and manner satisfactory to the Company, the Company shall pay Executive a lump sum in cash in an amount equal to one and a half (1 1/2) times the sum of Severance Period (A) an amount equal his annual Base Salary as in effect immediately prior to the higher of (1) Termination Date paid in the Executive's annual base salary for same manner and in the fiscal year in which a Change of Control occurs, or (2) the Executive's annual base salary for the fiscal year in which the Date of Termination occurs plus same installments as previously paid and (B) an amount equal to the higher extent permitted by such plans as in effect on the Termination Date, at the Companies’ expense the continuation of (x) medical and dental benefits through the Executive's target annual bonus under the Company's Annual Incentive Plan for the fiscal year in which a Change of Control occurs, or (y) the Executive's target annual bonus under the Company's Annual Incentive Plan for the fiscal year in which the Date of Termination occurs (the payment described in the preceding sentence is hereinafter referred to as the "Severance Payment"). Period and (ii) The Executive (or his estate) shall also be entitled to any other rights and benefits with respect to stock-related awards, to the extent and upon the terms provided in the employee stock option or incentive plan or any agreement or other instrument attendant thereto pursuant to which such options or awards were granted. (iii) After the Date of Termination, the Company shall pay health and dental insurance premiums as may be necessary to allow the Executive and the Executive's spouse and dependents to continue to receive health and dental insurance coverage substantially similar to the coverage they received prior to the Date of Termination until the earlier of (A) all earned or accrued but unpaid Base Salary, reimbursement of expenses and any other benefits to which Executive is entitled through the first anniversary of the Date of Termination or Date, (B) the date on which the Executive becomes eligible to receive comparable benefits under a similar planany Performance Bonus that was earned, policy or program of a subsequent employer. The Severance Payment shall be paid in cash in a single lump sum on the Date of Termination. In additionbut not paid, as of, and pro rated through, the Company shall pay Termination Date, and (C) all amounts or benefits to which Executive is entitled under any applicable employee-benefit plan or arrangement of the Companies in which Executive any Accrued Obligations was a participant during his employment with the Companies, in accordance with the terms of such plan or arrangement and (iii) notwithstanding any provision to the applicable plancontrary in the Equity Incentive Plan or Executive’s award agreements related thereto, program or arrangementall of Executive’s outstanding equity awards under the Equity Incentive Plan shall immediately vest and be released from all forfeiture restrictions thereon. When used herein, the “Severance Period” means the 12-month period from and after the Termination Date. The Companies’ obligations under this Section 5(a) shall be subject to the condition that Executive deliver a complete release in favor of the Companies and their respective Subsidiaries, affiliates, officers, directors, employees, principals and attorneys, in form and substance satisfactory to the Companies.

Termination Without Cause or for Good Reason. (i) If within twenty-four (24) months after the occurrence of a Change of Control, the Executive's ’s employment by Cue is terminated by the Company without Cue other than for Cause or the Executive’s death or Disability or by Executive terminates his employment for Good Reason, then, Cue shall pay or provide Executive the following: (i) the Accrued Benefits; and (ii) subject to the Executive signing a general release of claims in a form Executive’s compliance with Section 9 below and manner satisfactory to the CompanyExecutive’s continued compliance with Section 10 below, the Company shall pay Executive a lump sum in cash severance payment in an amount equal to one and a half (1 1/2) times the sum of (A) an amount equal to the higher of (1) the Executive's annual base salary highest Annual Bonus payable for the fiscal year of termination, prorated based on the number of days that Executive is employed in which a Change such year through the date of Control occurs, or (2) the Executive's annual base salary for the fiscal year in which the Date of Termination occurs termination plus (B) an amount equal six months of Base Salary, with such lump sum payable on the first payroll date of Cue that occurs more than 60 days after Executive’s termination plus (C) if Executive elects to the higher of (x) the Executive's target annual bonus under the Company's Annual Incentive Plan for the fiscal year in which a Change of Control occurscontinue medical, or (y) the Executive's target annual bonus under the Company's Annual Incentive Plan for the fiscal year in which the Date of Termination occurs (the payment described in the preceding sentence is hereinafter referred to as the "Severance Payment"). (ii) The Executive shall also be entitled to any other rights and benefits with respect to stock-related awards, to the extent and upon the terms provided in the employee stock option or incentive plan or any agreement dental or other instrument attendant thereto pursuant to which insurance under COBRA following such options or awards were granted. (iii) After the Date of Termination, the Company shall pay health and dental insurance premiums as may be necessary to allow the Executive and the Executive's spouse and dependents to continue to receive health and dental insurance coverage substantially similar to the coverage they received prior to the Date of Termination until the earlier of (A) the first anniversary of the Date of Termination or (B) the date on which the Executive becomes eligible to receive comparable benefits under a similar plan, policy or program of a subsequent employer. The Severance Payment shall be paid in cash in a single lump sum on the Date of Termination. In additiontermination, the Company shall pay the Executive for Executive’s COBRA premiums for such coverage for the six-month period after termination (collectively, the “Severance Amount”). Payments and benefits provided under this Section 8(c) shall be in lieu of any Accrued Obligations termination or severance payments or benefits to which Executive may be eligible under any of the plans, policies or programs of Cue or under the Worker Adjustment Retraining Notification Act of 1988, as amended, or any similar state statute or regulation. Should Executive die prior to the payment of the Severance Amount, the Severance Amount shall be paid to the heirs or estate of Executive in accordance with the terms of the applicable plan, program or arrangementschedule set forth herein.

Termination Without Cause or for Good Reason. In the event the Employment Period terminates under this Agreement as a result of the Company terminating the Executive’s employment without Cause (other than because of death or Disability) or the Executive terminating his employment for Good Reason, the Company will pay or deliver to the Executive the following amounts and grant the Executive the following rights and benefits. (a) The Company will pay the Executive any earned and unpaid Base Salary up to and including the Severance Date, and any unpaid expense reimbursements pursuant to this Agreement that are due and owing to the Executive (collectively, the “Accrued Obligations”). (b) The Company will pay or provide the Executive, to the extent not already paid or provided, any and all vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive as of the Severance Date under any plan, program, policy, practice, contract, or agreement of the Company and its affiliates, including without limitation under any tax qualified pension or savings or 401(K) plans of the Company (the “Other Benefits”). (c) The Company will pay the Executive any Annual Bonus(es) that the Executive earned for any fiscal year(s) prior to the fiscal year in which the Severance Date occurred to the extent that such Annual Bonus(es) had not yet been paid before the Severance Date (the “Arrear Bonuses”). (d) The Company will pay the Executive (1) an amount equal to twelve (12) months of the Executive’s Base Salary at the rate in effect on the Severance Date (the “Base Severance Benefit”) and (2) an amount equal to the greater of one times (i) the Executive’s average Annual Bonus for the three (3) completed fiscal years immediately preceding the Severance Date, or, if such Severance Date occurs before the third anniversary of the Effective Date, the period from the Effective Date to the Severance Date, or (ii) the Executive’s potential Target Bonus for the year in which the Severance Date occurs (the “Incentive Severance Benefit”). (e) Any fully vested Equity Awards previously granted to the Executive (“Vested Equity Awards”), if not then already delivered or paid, shall be delivered or paid to the Executive. Any Equity Awards held by the Executive as of the Severance Date not then based on performance will be and become 100% vested and delivered or paid to the Executive on the Severance Date (“Accelerated Equity Awards”). With respect to any Equity Awards held by the Executive as of the Severance Date the amount of which is based on the attainment of specified levels of performance, the amount of such Equity Awards to be vested and delivered to the Executive shall be equal to the greater of: (1) the amount payable upon attainment of the target level for performance without proration of any kind; or (2) if actual performance has exceeded the target level as of the Severance Date, the actual performance achieved based on a proration of the original performance goals from the period from the beginning of the measurement period through the Severance Date, pro rated against the full measurement period that would otherwise have extended beyond the Severance Date. (f) The Company will extend the COBRA coverage benefits required by law and under Section 6.5(a). (g) If the Severance Date occurs within twelve (12) months preceding a Change of Control or an executed agreement that would result in a Change in Control, or within twenty-four (24) months after the occurrence of following a Change of in Control, the Company shall: (i) in lieu of the payment provided for in Section 6.1(d), pay the Executive an amount equal to twenty four (24) months of the Executive's employment is terminated ’s Base Salary at the rate in effect on the Severance Date; (ii) in lieu of the payment provided for in Section 6.1(d), pay the Executive an amount equal to two times the greater of (i) the Executive’s average Annual Bonus for the three (3) completed fiscal years immediately preceding the Severance Date or, if such Severance Date occurs before the third anniversary of the Effective Date, the period from the Effective Date to the Severance Date, or (ii) the Executive’s potential Target Bonus for the year in which the Severance Date occurs. (iii) For clarity, the Executive will also receive the vesting of the Equity Awards provided for in Section 6.1(e). (h) Upon a termination of the Employment Period by the Company without Cause or by the Executive terminates his employment for Good Reason, then, subject to the Executive signing shall not be entitled to any other compensation or benefits not expressly provided for in this Section 6.1, regardless of the time that would otherwise remain in the Employment Period had the Employment Period not been terminated without Cause or for Good Reason. The Company shall have no additional obligations under this Agreement except as provided in this Section 6.1. (i) As a general release of claims condition precedent to any Company obligation to pay the Executive the Arrear Bonuses, the Base Severance Benefit, the Incentive Severance Benefit, and any Equity Awards under Section 6.1(e) other than Vested Equity Awards, the Executive shall execute and deliver the Release required by Section 6.10 within the Release Period and thereafter not revoke the Release within the applicable revocation period. (j) Unless otherwise specified or required in a form and manner satisfactory to the CompanySection 6.8(c), the Company shall pay Executive a lump sum in cash in an amount equal to one and a half and/or deliver (1 1/2) times the sum of (A) an amount equal to the higher of (1i) the Executive's annual base salary for Accrued Obligations and the fiscal year in which a Change of Control occurs, or (2) the Executive's annual base salary for the fiscal year in which the Date of Termination occurs plus (B) an amount equal to the higher of (x) the Executive's target annual bonus under Other Benefits with the Company's Annual Incentive Plan for ’s first payroll cycle following the fiscal year in which a Change of Control occursSeverance Date, or (y) the Executive's target annual bonus under the Company's Annual Incentive Plan for the fiscal year in which the Date of Termination occurs (the payment described or, in the preceding sentence is hereinafter referred to as case of the "Severance Payment"). Other Benefits, otherwise in accordance with applicable plan documents, (ii) The Executive shall also be entitled to any other rights the Arrear Bonuses, the Base Severance Benefit, and benefits with respect to stock-related awards, the Incentive Severance Benefit to the extent and upon the terms provided in the employee stock option or incentive plan or any agreement or other instrument attendant thereto pursuant to which such options or awards were granted. (iii) After the Date of Termination, the Company shall pay health and dental insurance premiums as may be necessary to allow the Executive and the Executive's spouse and dependents to continue to receive health and dental insurance coverage substantially similar to the coverage they received prior to the Date of Termination until the earlier of (A) the first anniversary of the Date of Termination or (B) the date on which the Executive becomes eligible to receive comparable benefits under a similar plan, policy or program of a subsequent employer. The Severance Payment shall be paid in cash in a single lump cash sum on the Date of Termination. In addition, the Company shall pay the Executive any Accrued Obligations in accordance payment with the terms Company’s first payroll cycle following the expiration of the full 60-day Release Period or the conclusion of the applicable planrevocation period, program whichever date is later, (iii) the Vested Equity Awards on the Severance Date, and (iv) all Accelerated Equity Awards with the Company’s first payroll cycle following the expiration of the full 60-day Release Period. All payments will be less applicable federal, state, and local tax and other withholdings. (k) The Executive agrees that the payments and benefits contemplated by this Section 6.1 shall constitute the exclusive and sole remedy for any termination of his employment during the term of this Agreement by the Company other than for Cause or arrangementby the Executive for Good Reason, and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment.

Termination Without Cause or for Good Reason. (i) If within twenty-four (24) months after the occurrence Upon termination of a Change of Control, the Executive's ’s employment is terminated during the Term either by the Company without Cause (as defined in Section 4(a)(ii)) or by the Executive terminates his employment for Good Reason, then, subject to the Executive signing a general release of claims Reason (as defined in a form and manner satisfactory to the CompanySection 4(a)(iii)), the Company shall pay the Executive a lump sum in cash in an amount equal to one and a half (1 1/2) times the sum of (A) an amount equal to the higher of (1) the Executive's annual accrued but unpaid base salary and any annual bonus earned but unpaid for the fiscal year before the year in which a Change the Executive’s employment is terminated (the “Accrued Obligations”), payable by no later than three business days after termination of Control occurs, or employment; (2) the Executive's annual base salary bonus earned based on actual achievement of performance objectives for the fiscal year in which the Date Executive’s employment is terminated multiplied by a fraction, the numerator of which is the number of whole and partial days (rounded up) from the beginning of that fiscal year until the date of termination of employment, and the denominator of which is 365 or, for leap years, 366 (“Prorated Actual Bonus”), payable at the time annual bonuses are paid to active executives of the Company; and (3) the following severance payment (“Severance Payment”): (1) If the Notice of Termination occurs plus (B) is given on or before the second anniversary of the Effective Date, the Severance Payment shall be an amount equal to the higher sum of (x) the Executive's ’s annual base salary (“Base Salary”) and target annual bonus under the Company's Annual Incentive Plan for the fiscal year in which a Change of Control occursopportunity, or (y) the Executive's target annual bonus under the Company's Annual Incentive Plan for each with respect to the fiscal year in which the Date Executive’s employment is terminated and each as determined without regard to any reduction that constitutes Good Reason, which amount shall be paid in equal installments over a period of one year in accordance with the Company’s normal payroll schedule; or (2) If the Notice of Termination occurs (is given after the payment described in second anniversary and on or before the preceding sentence is hereinafter referred to as the "Severance Payment"). (ii) The Executive shall also be entitled to any other rights and benefits with respect to stock-related awards, to the extent and upon the terms provided in the employee stock option or incentive plan or any agreement or other instrument attendant thereto pursuant to which such options or awards were granted. (iii) After the Date of Termination, the Company shall pay health and dental insurance premiums as may be necessary to allow the Executive and the Executive's spouse and dependents to continue to receive health and dental insurance coverage substantially similar to the coverage they received prior to the Date of Termination until the earlier of (A) the first third anniversary of the Date of Termination or (B) Effective Date, the date on which the Executive becomes eligible to receive comparable benefits under a similar plan, policy or program of a subsequent employer. The Severance Payment shall be an amount equal to the sum of Base Salary plus the average of the actual annual bonus paid in cash the two fiscal years before the year in which the Executive’s employment is terminated, which amount shall be paid in equal installments over a single lump sum on the Date period of Termination. In addition, the Company shall pay the Executive any Accrued Obligations one year in accordance with the terms of the applicable plan, program or arrangementCompany’s normal payroll schedule.

Termination Without Cause or for Good Reason. In the event the Employment Period terminates under this Agreement as a result of the Company terminating the Executive’s employment without Cause (other than because of death or Disability) or the Executive terminating his employment for Good Reason, the Company will pay or deliver to the Executive the following amounts and grant the Executive the following rights and benefits. (a) The Company will pay the Executive any earned and unpaid Base Salary up to and including the Severance Date, and any unpaid expense reimbursements pursuant to this Agreement that are due and owing to the Executive (collectively, the “Accrued Obligations”). (b) The Company will pay or provide the Executive, to the extent not already paid or provided, any and all vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive as of the Severance Date under any plan, program, policy, practice, contract, or agreement of the Company and its affiliates, including without limitation under any tax qualified pension or savings or 401(K) plans of the Company (the “Other Benefits”). (c) The Company will pay the Executive any Annual Bonus(es) that the Executive earned for any fiscal year(s) prior to the fiscal year in which the Severance Date occurred to the extent that such Annual Bonus(es) had not yet been paid before the Severance Date (the “Arrear Bonuses”). (d) The Company will pay the Executive (1) an amount equal to twelve (12) months of the Executive’s Base Salary at the rate in effect on the Severance Date (the “Base Severance Benefit”) and (2) an amount equal to the greater of one times (i) the Executive’s average Annual Bonus for the three (3) completed fiscal years immediately preceding the Severance Date, or, if such Severance Date occurs before the third anniversary of the Effective Date, the period from the Effective Date to the Severance Date, or (ii) the Executive’s potential Target Bonus for the year in which the Severance Date occurs (the “Incentive Severance Benefit”). (e) Any fully vested Equity Awards previously granted to the Executive (“Vested Equity Awards”), if not then already delivered or paid, shall be delivered or paid to the Executive. Any Equity Awards held by the Executive as of the Severance Date not then based on performance will be and become 100% vested and delivered or paid to the Executive on the Severance Date (“Accelerated Equity Awards”). With respect to any Equity Awards held by the Executive as of the Severance Date the amount of which is based on the attainment of specified levels of performance, the amount of such Equity Awards to be vested and delivered to the Executive shall be equal to the greater of: (1) the amount payable upon attainment of the target level for performance without proration of any kind; or (2) if actual performance has exceeded the target level as of the Severance Date, the actual performance achieved based on a proration of the original performance goals from the period from the beginning of the measurement period through the Severance Date, pro rated against the full measurement period that would otherwise have extended beyond the Severance Date. (f) The Company will extend the COBRA coverage benefits required by law and under Section 6.5(a). (g) If the Severance Date occurs within twelve (12) months preceding a Change in Control or an executed agreement that would result in a Change in Control, or within twenty-four (24) months after the occurrence of following a Change of in Control, the Company shall: (i) in lieu of the payment provided for in Section 6.1(d), pay the Executive an amount equal to twenty four (24) months of the Executive's employment is terminated ’s Base Salary at the rate in effect on the Severance Date; (ii) in lieu of the payment provided for in Section 6.1(d), pay the Executive an amount equal to two times the greater of (i) the Executive’s average Annual Bonus for the three (3) completed fiscal years immediately preceding the Severance Date or, if such Severance Date occurs before the third anniversary of the Effective Date, the period from the Effective Date to the Severance Date, or (ii) the Executive’s potential Target Bonus for the year in which the Severance Date occurs. (iii) For clarity, the Executive will also receive the vesting of the Equity Awards provided for in Section 6.1(e). (h) Upon a termination of the Employment Period by the Company without Cause or by the Executive terminates his employment for Good Reason, then, subject to the Executive signing shall not be entitled to any other compensation or benefits not expressly provided for in this Section 6.1, regardless of the time that would otherwise remain in the Employment Period had the Employment Period not been terminated without Cause or for Good Reason. The Company shall have no additional obligations under this Agreement except as provided in this Section 6.1. (i) As a general release of claims condition precedent to any Company obligation to pay the Executive the Arrear Bonuses, the Base Severance Benefit, the Incentive Severance Benefit, and any Equity Awards under Section 6.1(e) other than Vested Equity Awards, the Executive shall execute and deliver the Release required by Section 6.10 within the Release Period and thereafter not revoke the Release within the applicable revocation period. (j) Unless otherwise specified or required in a form and manner satisfactory to the CompanySection 6.8(c), the Company shall pay Executive a lump sum in cash in an amount equal to one and a half and/or deliver (1 1/2) times the sum of (A) an amount equal to the higher of (1i) the Executive's annual base salary for Accrued Obligations and the fiscal year in which a Change of Control occurs, or (2) the Executive's annual base salary for the fiscal year in which the Date of Termination occurs plus (B) an amount equal to the higher of (x) the Executive's target annual bonus under Other Benefits with the Company's Annual Incentive Plan for ’s first payroll cycle following the fiscal year in which a Change of Control occursSeverance Date, or (y) the Executive's target annual bonus under the Company's Annual Incentive Plan for the fiscal year in which the Date of Termination occurs (the payment described or, in the preceding sentence is hereinafter referred to as case of the "Severance Payment"). Other Benefits, otherwise in accordance with applicable plan documents, (ii) The Executive shall also be entitled to any other rights the Arrear Bonuses, the Base Severance Benefit, and benefits with respect to stock-related awards, the Incentive Severance Benefit to the extent and upon the terms provided in the employee stock option or incentive plan or any agreement or other instrument attendant thereto pursuant to which such options or awards were granted. (iii) After the Date of Termination, the Company shall pay health and dental insurance premiums as may be necessary to allow the Executive and the Executive's spouse and dependents to continue to receive health and dental insurance coverage substantially similar to the coverage they received prior to the Date of Termination until the earlier of (A) the first anniversary of the Date of Termination or (B) the date on which the Executive becomes eligible to receive comparable benefits under a similar plan, policy or program of a subsequent employer. The Severance Payment shall be paid in cash in a single lump cash sum on the Date of Termination. In addition, the Company shall pay the Executive any Accrued Obligations in accordance payment with the terms Company’s first payroll cycle following the expiration of the full 60-day Release Period or the conclusion of the applicable planrevocation period, program whichever date is later, (iii) the Vested Equity Awards on the Severance Date, and (iv) all Accelerated Equity Awards with the Company’s first payroll cycle following the expiration of the full 60-day Release Period. All payments will be less applicable federal, state, and local tax and other withholdings. (k) The Executive agrees that the payments and benefits contemplated by this Section 6.1 shall constitute the exclusive and sole remedy for any termination of his employment during the term of this Agreement by the Company other than for Cause or arrangementby the Executive for Good Reason, and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment.

Termination Without Cause or for Good Reason. (i) If within twenty-four (24) months after If, during the occurrence of a Change of ControlEmployment Period, the Company and the Bank shall Terminate Executive's ’s employment is terminated by the Company without Without Cause or the Executive terminates his shall Terminate Executive’s employment for Good Reason, then, in addition to any other payments required by law, and in consideration of Executive’s services rendered prior to such Termination: (i) For the number of months remaining in the Employment Period (such applicable number of months, the “Severance Period”), the Bank will continue to pay Executive’s Base Salary in effect on the date of Termination, such payments to be made on the same periodic dates as salary payments would have been made to Executive had Executive’s employment not been Terminated, subject to compliance with Section 10(i) of this Agreement regarding the requirements of Section 409A and Executive’s continuing compliance with the covenants under Section 6 of this Agreement. (ii) Executive signing will receive a general release of claims in a form and manner satisfactory to the Company, the Company shall pay Executive a lump sum in cash welfare continuance benefit in an amount equal to one and a half (1 1/2) times the sum of (A) an amount equal to the higher of (1) the Executive's annual base salary for the fiscal year in which a Change of Control occurs, or (2) the Executive's annual base salary for the fiscal year in which the Date of Termination occurs plus (B) an amount equal to the higher product of (x) the Executive's target annual bonus under number of months in the Company's Annual Incentive Plan for the fiscal year in which a Change of Control occurs, or Severance Period times (y) the excess of the monthly premium that would apply as of Executive's target annual bonus under the Company's Annual Incentive Plan for the fiscal year in which the ’s Date of Termination occurs for continued health, dental and vision plan coverage for Executive and Executive’s “qualified beneficiaries” (as defined in Section 4980B of the Code) over the monthly amount that Executive paid for such coverage immediately before Executive’s Termination. Such payment described will be made only for individuals (including Executive) who are covered under such plan or plans immediately prior to Executive’s Termination, but without regard to whether an election for coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) is made. Such payment will be made in a lump sum on the preceding sentence is hereinafter referred to as 30th day after Executive’s Date of Termination, net of employment and income tax withholding. Notwithstanding the "Severance Payment"). (ii) The foregoing, Executive shall also not be entitled to any other rights and benefits with respect to stock-related awards, to the extent and upon the terms provided further payment under this Section 5(a) or under Section 5(d) of this Agreement in the employee stock option event the Company and the Bank determine that Executive has breached any of the covenants set forth in Section 6 of this Agreement and files an action to enforce the covenants or incentive plan or any agreement or other instrument attendant thereto pursuant to which gives Executive a notice that a claim is being initiated under Section 7 of this Agreement. Further, in such options or awards were granted. (iii) After the Date of Terminationa proceeding, the Company and/or Bank shall pay health seek, and dental insurance premiums as may Executive shall be necessary liable to allow the Executive and the Executive's spouse and dependents to continue to receive health and dental insurance coverage substantially similar return to the coverage they received prior Company and/or Bank, any payments made to Executive under this Section 5 dating back to the Date of Termination until the earlier of (A) the first anniversary date of the Date of Termination or (B) the date on which the Executive becomes eligible to receive comparable benefits under a similar plan, policy or program of a subsequent employer. The Severance Payment shall be paid in cash in a single lump sum on the Date of Termination. In addition, the Company shall pay the Executive any Accrued Obligations in accordance with the terms of the applicable plan, program or arrangementoriginal breach.

Termination Without Cause or for Good Reason. In the event the Employment Period terminates under this Agreement as a result of the Company terminating the Executive’s employment without Cause (other than because of death or Disability) or the Executive terminating his employment for Good Reason, the Company will pay or deliver to the Executive the following amounts and grant the Executive the following rights and benefits. (a) The Company will pay the Executive any earned and unpaid Base Salary up to and including the Severance Date, and any unpaid expense reimbursements pursuant to this Agreement that are due and owing to the Executive (collectively, the “Accrued Obligations”). (b) The Company will pay or provide the Executive, to the extent not already paid or provided, any and all vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive as of the Severance Date under any plan, program, policy, practice, contract, or agreement of the Company and its affiliates, including without limitation under any tax qualified pension or savings or 401(K) plans of the Company (the “Other Benefits”). (c) The Company will pay the Executive any Annual Bonus(es) that the Executive earned for any fiscal year(s) prior to the fiscal year in which the Severance Date occurred to the extent that such Annual Bonus(es) had not yet been paid before the Severance Date (the “Arrear Bonuses”). (d) The Company will pay the Executive (1) an amount equal to twelve (12) months of the Executive’s Base Salary at the rate in effect on the Severance Date (the “Base Severance Benefit”), and (2) an amount equal to the greater of one times (i) the Executive’s average Annual Bonus for the three (3) completed fiscal years immediately preceding the Severance Date, or, if such Severance Date occurs before the third anniversary of the Effective Date, the period from the Effective Date to the Severance Date, or (ii) the Executive’s potential Target Bonus for the year in which the Severance Date occurs (the “Incentive Severance Benefit”). (e) Any fully vested Equity Awards previously granted to the Executive (“Vested Equity Awards”), if not then already delivered or paid, shall be delivered or paid to the Executive. Any Equity Awards held by the Executive as of the Severance Date not then based on performance will be and become 100% vested and delivered or paid to the Executive on the Severance Date (“Accelerated Equity Awards”). With respect to any Equity Awards held by the Executive as of the Severance Date the amount of which is based on the attainment of specified levels of performance, the amount of such Equity Awards to be vested and delivered to the Executive shall be equal to the greater of: (1) the amount payable upon attainment of the target level for performance without proration of any kind; or (2) if actual performance has exceeded the target level as of the Severance Date, the actual performance achieved based on a proration of the original performance goals from the period from the beginning of the measurement period through the Severance Date, pro rated against the full measurement period that would otherwise have extended beyond the Severance Date. (f) The Company will extend the COBRA coverage benefits required by law and under Section 6.5(a). (g) If the Severance Date occurs within twelve (12) months preceding a Change in Control or an executed agreement that would result in a Change in Control, or within twenty-four (24) months after the occurrence of following a Change of in Control, the Company shall: (i) in lieu of the payment provided for in Section 6.1(d), pay the Executive an amount equal to twenty four (24) months of the Executive's employment is terminated ’s Base Salary at the rate in effect on the Severance Date; (ii) in lieu of the payment provided for in Section 6.1(d), pay the Executive an amount equal to two times the greater of (i) the Executive’s average Annual Bonus for the three (3) completed fiscal years immediately preceding the Severance Date or, if such Severance Date occurs before the third anniversary of the Effective Date, the period from the Effective Date to the Severance Date, or (ii) the Executive’s potential Target Bonus for the year in which the Severance Date occurs. (iii) For clarity, the Executive will also receive the vesting of the Equity Awards provided for in Section 6.1(e). (h) Upon a termination of the Employment Period by the Company without Cause or by the Executive terminates his employment for Good Reason, then, subject to the Executive signing shall not be entitled to any other compensation or benefits not expressly provided for in this Section 6.1, regardless of the time that would otherwise remain in the Employment Period had the Employment Period not been terminated without Cause or for Good Reason. The Company shall have no additional obligations under this Agreement except as provided in this Section 6.1. (i) As a general release of claims condition precedent to any Company obligation to pay the Executive the Arrear Bonuses, the Base Severance Benefit, the Incentive Severance Benefit, and any Equity Awards under Section 6.1(e)e) other than Vested Equity Awards, the Executive shall execute and deliver the Release required by Section 6.10 within the Release Period and thereafter not revoke the Release within the applicable revocation period. (j) Unless otherwise specified or required in a form and manner satisfactory to the CompanySection 6.8(c), the Company shall pay Executive a lump sum in cash in an amount equal to one and a half and/or deliver (1 1/2) times the sum of (A) an amount equal to the higher of (1i) the Executive's annual base salary for Accrued Obligations and the fiscal year in which a Change of Control occurs, or (2) the Executive's annual base salary for the fiscal year in which the Date of Termination occurs plus (B) an amount equal to the higher of (x) the Executive's target annual bonus under Other Benefits with the Company's Annual Incentive Plan for ’s first payroll cycle following the fiscal year in which a Change of Control occursSeverance Date, or (y) the Executive's target annual bonus under the Company's Annual Incentive Plan for the fiscal year in which the Date of Termination occurs (the payment described or, in the preceding sentence is hereinafter referred to as case of the "Severance Payment"). Other Benefits, otherwise in accordance with applicable plan documents, (ii) The Executive shall also be entitled to any other rights the Arrear Bonuses, the Base Severance Benefit, and benefits with respect to stock-related awards, the Incentive Severance Benefit to the extent and upon the terms provided in the employee stock option or incentive plan or any agreement or other instrument attendant thereto pursuant to which such options or awards were granted. (iii) After the Date of Termination, the Company shall pay health and dental insurance premiums as may be necessary to allow the Executive and the Executive's spouse and dependents to continue to receive health and dental insurance coverage substantially similar to the coverage they received prior to the Date of Termination until the earlier of (A) the first anniversary of the Date of Termination or (B) the date on which the Executive becomes eligible to receive comparable benefits under a similar plan, policy or program of a subsequent employer. The Severance Payment shall be paid in cash in a single lump cash sum on the Date of Termination. In addition, the Company shall pay the Executive any Accrued Obligations in accordance payment with the terms Company’s first payroll cycle following the expiration of the full 60-day Release Period or the conclusion of the applicable planrevocation period, program whichever date is later, (iii) the Vested Equity Awards on the Severance Date, and (iv) all Accelerated Equity Awards with the Company’s first payroll cycle following the expiration of the full 60-day Release Period. All payments will be less applicable federal, state, and local tax and other withholdings. (k) The Executive agrees that the payments and benefits contemplated by this Section 6.1 shall constitute the exclusive and sole remedy for any termination of his employment during the term of this Agreement by the Company other than for Cause or arrangementby the Executive for Good Reason, and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment.

Termination Without Cause or for Good Reason. (i) If within twenty-four (24) months after If, prior to the occurrence expiration of a Change of Controlthe Term, the Executive's Executive resigns from his employment is terminated by hereunder for Good Reason or the Company terminates the Executive’s employment hereunder without Cause (other than a termination by reason of death or Disability), and the Executive terminates his employment for Good Reasonhas not received and is not entitled to any payment under Section 5(d)(iii) hereof, then, subject to the Executive signing a general release of claims in a form and manner satisfactory to the Company, then the Company shall pay or provide the Executive a lump sum in cash in the Amounts and Benefits and, subject to Section 8 hereof: 1. an amount equal to one and a half (1 1/2) two times the sum of applicable Base Salary, which amount shall be payable in equal installments during the Non-Compete Term (Aas defined below) an amount equal to in accordance with the higher of (1) the Executive's annual base salary Company’s payroll practices and policies then in effect; 2. any Annual Bonus earned but unpaid for the fiscal calendar year in which a Change of Control occurs, or (2) preceding the Executive's annual base salary for the fiscal calendar year in which the Date Executive’s termination of Termination employment occurs plus (B) an amount equal the “Prior Year Bonus”), payable at such time as bonuses for such prior calendar year are paid to the higher Company’s executives generally, and, in any event, at such time as otherwise required under the terms of (x) this Agreement to the extent required to avoid the adverse tax consequences under Code Section 409A; 3. a pro-rata portion of the Executive's target annual bonus under the Company's ’s Annual Incentive Plan Bonus for the fiscal year in which a Change of Control occurs, or (y) the Executive's target annual bonus under the Company's Annual Incentive Plan for the fiscal calendar year in which the Date Executive’s termination occurs based on target performance for such calendar year (determined by multiplying the amount of Termination occurs such Annual Bonus which would be due for the full calendar year by a fraction, the numerator of which is the number of days during the calendar year of termination that the Executive is employed by the Company and the denominator of which is 365), payable at such time as bonuses for such calendar year are paid to the Company’s executives generally (the payment described “Pro Rata Bonus”) and, in any event, at such time as otherwise required under the preceding sentence is hereinafter referred terms of this Agreement to as the "Severance Payment"). (ii) The extent required to avoid the adverse tax consequences under Code Section 409A. In the event that the Company has not established an executive bonus plan covering the calendar year during which the Executive’s employment terminates, the Pro-Rata Bonus due to the Executive shall also be entitled based upon the target Annual Bonus opportunity for the calendar year preceding the calendar year in which such termination occurs; 4. subject to any other rights and benefits the Executive’s (a) timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), with respect to stock-related awards, to the extent and upon the terms provided Company’s group health insurance plans in the employee stock option or incentive plan or any agreement or other instrument attendant thereto pursuant to which such options or awards were granted. (iii) After the Date of Termination, the Company shall pay health and dental insurance premiums as may be necessary to allow the Executive and the Executive's spouse and dependents to continue to receive health and dental insurance coverage substantially similar to the coverage they received participated immediately prior to the Date of Termination (“COBRA Continuation Coverage”), and (b) continued payment by Executive of premiums for such plans at the “active employee” rate (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), the Company shall provide COBRA Continuation Coverage for the Executive and his eligible dependents (which payment will be reported as taxable income) until the earlier earliest of (Ax) the first anniversary of Executive or his eligible dependents, as the Date of Termination or case may be, ceasing to be eligible under COBRA, (By) the date on which the Executive becomes eligible to receive comparable benefits under a similar plan, policy or program of a subsequent employer. The Severance Payment shall be paid in cash in a single lump sum on eighteen (18) months following the Date of Termination. In addition, and (z) the Executive becoming eligible for coverage under the health insurance plan of a subsequent employer (the benefits provided under this sub-section (4), the Company “Medical Continuation Benefits”); and 5. unvested amounts subject to equity awards granted hereunder shall pay vest if and to the Executive any Accrued Obligations extent provided for in accordance with the terms of the applicable plan, program or arrangementequity award agreement and as otherwise provided in this Agreement.

Termination Without Cause or for Good Reason. (a) Executive’s employment hereunder may be terminated by Executive for Good Reason or by Company without Cause, upon 30 days’ written notice. Company, in its discretion, may pay Executive’s salary in lieu of all or part of the notice period. In the event of such termination, Executive will be entitled to receive the Accrued Amounts and, subject to Executive’s compliance with Section 5 and Section 7 of this Agreement and execution of a release in favor of Company in substantially the form attached hereto as Xxxxx X (“Release”), Executive will be entitled to receive the following: (i) If within twenty-four (24) months after the occurrence of a Change of Control, the Executive's employment is terminated by the Company without Cause or the Executive terminates his employment for Good Reason, then, subject to the Executive signing a general release of claims in a form and manner satisfactory to the Company, the Company shall pay Executive a A lump sum in cash in an amount payment, which will be paid within 30 days following the effective date of the Release, equal to one and a half (1 1/2) two times the sum of (A) an amount equal to the higher of (1) the Executive's annual base salary ’s Base Salary and Target Bonus for the fiscal year in which a Change of Control the Termination Date occurs, or . (2ii) the Executive's annual base salary for With respect to the fiscal year in which the Termination Date of Termination occurs plus (B) occurs, an amount equal to the higher of (x) the Annual Bonus last paid to Executive's target annual bonus under the Company's Annual Incentive Plan , prorated for the fiscal year number of calendar days worked in which a Change of Control occurs, or (y) the Executive's target annual bonus under the Company's Annual Incentive Plan for the fiscal year in which the Termination Date of Termination occurs (occurs, payable in a single payment concurrent with the payment described in of the preceding sentence is hereinafter referred to as the "Severance Payment"amounts due under Section 4.2(a)(i). (ii) The Executive shall also be entitled to any other rights and benefits with respect to stock-related awards, to the extent and upon the terms provided in the employee stock option or incentive plan or any agreement or other instrument attendant thereto pursuant to which such options or awards were granted. (iii) After Subject to Executive’s timely election to continue benefits under COBRA, Company will reimburse Executive the Date of Termination, difference between the Company shall pay health and dental insurance premiums as may be necessary to allow the monthly COBRA premium paid by Executive for Executive and Executive’s dependents and the Executive's spouse and dependents monthly premium amount paid by similarly situated active executives. Such reimbursement shall be paid to continue Executive on the tenth day of the month immediately following the month in which Executive timely remits the premium payment. Executive will be eligible to receive health and dental insurance coverage substantially similar to the coverage they received prior to the Date of Termination such reimbursement until the earlier of earliest of: (Ai) the first 18-month anniversary of the Date of Termination or Date; (Bii) the date Executive is no longer eligible to receive COBRA coverage; and (iii) the date on which the Executive becomes eligible to receive comparable benefits under a substantially similar plan, policy or program coverage from another employer. (iv) The treatment of a subsequent employer. The Severance Payment shall any outstanding equity awards will be paid in cash in a single lump sum on the Date of Termination. In addition, the Company shall pay the Executive any Accrued Obligations determined in accordance with the terms of the applicable planEquity Documents; provided that notwithstanding the terms of such Equity Documents, program all underlying outstanding unvested stock or arrangementequity unit options, appreciation rights, stock appreciation rights and any other equity-based compensation awards thereunder shall become fully vested and exercisable for the remainder of their full term; provided, that any delays in the settlement or payment of such awards that are set forth in the applicable award agreement and that are required under Section 409A of the Code shall remain in effect.

Termination Without Cause or for Good Reason. (i) If within twenty-four (24) months after the occurrence of a Change of Control, The Employment Term and the Executive's ’s employment is hereunder may be terminated by the Executive for Good Reason or by the Company without Cause or Cause. In the event of such termination, the Executive terminates his employment for Good Reason, thenshall be entitled to receive the Accrued Amounts and, subject to the Executive signing Executive’s compliance with Section 6, Section 7 and Section 8 of this Agreement and the Executive’s execution of a general release of claims in a form and manner satisfactory to favor of the Company, its affiliates and their respective officers and directors in substantially the Company form attached hereto as Annex C (the “Release”), the Executive shall pay Executive a be entitled to receive the following: (a) A lump sum in cash in an amount payment, which shall be paid within 30 days following the Termination Date, equal to one and a half two (1 1/22) times the sum of (A) an amount equal to the higher of (1) the Executive's annual base salary ’s Base Salary and Target Bonus for the fiscal year in which a Change of Control the Termination Date occurs, or . (2b) the Executive's annual base salary for With respect to the fiscal year in which the Termination Date of Termination occurs plus (B) occurs, an amount equal to the higher of (xX) the Executive's target annual Annual Bonus paid to Executive in respect of the last calendar year for which Executive received a bonus under prior to the Company's Annual Incentive Plan for Termination Date, multiplied by (Y) a fraction, the fiscal year in numerator of which a Change is the number of Control occurs, or (y) days between first day of the Executive's target annual bonus under the Company's Annual Incentive Plan for the fiscal calendar year in which the Termination Date occurs and the Termination Date and the denominator of Termination occurs (which is 365, payable in a single payment concurrent with the payment described in of the preceding sentence is hereinafter referred to as the "Severance Payment").amounts due under Section 5.2(a) hereof; (iic) The If the Executive shall also be entitled to any other rights timely and benefits with respect to stock-related awards, to properly elects continuation coverage under the extent and upon the terms provided in the employee stock option or incentive plan or any agreement or other instrument attendant thereto pursuant to which such options or awards were granted. Consolidated Omnibus Reconciliation Act of 1985 (iii) After the Date of Termination“COBRA”), the Company shall pay health and dental insurance premiums as may be necessary to allow reimburse the Executive the difference between the monthly COBRA premium paid by the Executive for the Executive and the Executive's spouse ’s dependents and dependents the monthly premium amount paid by similarly situated active executives. Such reimbursement shall be paid to continue the Executive on the tenth day of the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive health and dental insurance coverage substantially similar to the coverage they received prior to the Date of Termination such reimbursement until the earlier of earliest of: (Ai) the first eighteen-month anniversary of the Date of Termination or Date; (Bii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive comparable benefits under a substantially similar plan, policy or program coverage from another employer. (d) The treatment of a subsequent employer. The Severance Payment any outstanding equity awards shall be paid in cash in a single lump sum on the Date of Termination. In addition, the Company shall pay the Executive any Accrued Obligations determined in accordance with the terms of the Equity Plan and the applicable planaward agreements; provided that notwithstanding the terms of the Equity Plan or any applicable award agreements all outstanding unvested stock or equity unit options, program appreciation units, stock appreciation rights and any other equity-based compensation awards, granted to the Executive during the Employment Term shall become fully vested and exercisable for the remainder of their full term; provided, that any delays in the settlement or arrangementpayment of such awards that are set forth in the applicable award agreement and that are required under Section 409A (“Section 409A”) Internal Revenue Code of 1986, as amended (the “Code”) shall remain in effect. (e) Upon any termination of Executive’s employment by the Company other than for Cause or upon termination by the Executive for Good Reason, Executive shall be released from the restrictive covenants set forth in Section 7 of this Agreement.

Termination Without Cause or for Good Reason. (ia) If within twenty-four (241) months after the occurrence of a Change of Control, the Executive's ’s employment is terminated by the Company without for any reason other than Cause or the death or disability of Executive, or (2) Executive’s employment is terminated by Executive terminates his employment for Good ReasonReason (as defined herein): (i) Company shall pay Executive any amounts (including salary, thenbonuses, subject to expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the Executive signing a general release date of claims such termination, together with any payment in a form and manner satisfactory to the Company, the lieu of accrued but untaken holiday; (ii) Company shall pay Executive a lump sum in cash in an amount equal to one and a half (1 1/2) three times the Base Salary under the Previous Agreement less any amount received by Executive pursuant to 4.5(a)(i), subject to such deductions for income tax and National Insurance (or any equivalent thereof) contributions as may be required by law; (iii) Executive shall be entitled to continue to receive medical benefits coverage (as described in Section 3.3) for Executive and Executive’s spouse and dependents (if any) at Company’s expense for a period of 36 months; (iv) Anything to the contrary in any other agreement or document notwithstanding, each outstanding equity incentive award (other than an award subject to the Joint Ownership Agreement (as defined in Exhibit B.1)) granted to Executive before, on or within three years after the Commencement Date shall become immediately vested and exercisable on the date of such termination; (v) Company shall pay Executive a lump sum amount pursuant to the operation of Exhibit B.1 subject to such deductions for income tax and National Insurance (Aor any equivalent thereof) contributions as may be required by law; and (vi) In addition, if, for the year in which Executive is terminated, Company achieves the performance goals established in accordance with any annual cash incentive plan in which Executive participates, Company shall pay an amount equal to the higher of (1) the Executive's annual base salary bonus that Executive would have received had he been employed by Company for the fiscal year in which a Change of Control occurs, or (2) the Executive's annual base salary for the fiscal year in which the Date of Termination occurs plus (B) an amount equal to the higher of (x) the Executive's target annual bonus under the Company's Annual Incentive Plan for the fiscal year in which a Change of Control occurs, or (y) the Executive's target annual bonus under the Company's Annual Incentive Plan for the fiscal year in which the Date of Termination occurs (the payment described in the preceding sentence is hereinafter referred to as the "Severance Payment")full year. (iib) The Upon making the payments described in this Section 4.4, Company shall have no further obligation to Executive shall also be entitled to any other rights and benefits with respect to stock-related awards, to under this Agreement. To the extent that the payments to be made under this Section 4.4 are damages (which is not admitted), Company and upon the terms provided in the employee stock option or incentive plan or any agreement or other instrument attendant thereto pursuant to which such options or awards were granted. (iii) After the Date of Termination, the Company shall pay health and dental insurance premiums as may be necessary to allow the Executive and the Executive's spouse and dependents to continue to receive health and dental insurance coverage substantially similar to the coverage they received prior to the Date of Termination until the earlier of (A) the first anniversary of the Date of Termination or (B) the date on which the Executive becomes eligible to receive comparable benefits under a similar plan, policy or program of a subsequent employer. The Severance Payment shall be paid in cash in a single lump sum on the Date of Termination. In addition, the Company shall pay the Executive any Accrued Obligations in accordance with agree that the terms of this Section 4.4 represent a genuine pre-estimate of the applicable plan, program or arrangementloss to the Executive that would arise on termination of employment hereunder in the circumstances described and does not constitute a penalty. Company waives any requirement on Executive to mitigate his losses in respect of such termination.