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

Termination Without Cause or for Good Reason. If Employee’s employment is terminated by the Company without Cause pursuant to Section 4(d) or by Employee for Good Reason pursuant to Section 4(e), Employee shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following: (i) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment Period.

Termination Without Cause or for Good Reason. If EmployeeIf, during the Employment Period, the Employer shall Terminate Executive’s employment is terminated by Without Cause or the Company without Cause pursuant to Section 4(d) or by Employee Executive shall Terminate Executive’s employment for Good Reason pursuant Reason, then in consideration of Executive’s services rendered prior to Section 4(e), Employee shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following:such Termination; (i) the Employer shall pay to Executive a lump sum in cash on the 30th day after the Date of Termination equal to the aggregate of the following amounts: A. the sum of (1) Executive’s Base Salary through the Date of Termination to the extent not theretofore paid, and (2) any accrued vacation, sick and other leave pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1) and (2) shall be hereinafter referred to as the “Accrued Obligations;”); and B. the amount equal to the product of (1) the number of days that would have remained in the Employment Period from and after the Date of Termination had the Termination not occurred (the “Remaining Employment Period”), and (2) Executive’s Base Salary divided by 365; and C. the product of (1) Executive’s aggregate cash bonus for the last completed fiscal year, whether paid to Executive under Section 6 above or otherwise paid to Executive, and (2) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination and the denominator of which is 365. (ii) for the Separate Obligations;Remaining Employment Period, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Employer shall continue to provide benefits to Executive and/or Executive’s family at least equal to those which would have been provided to them in accordance with the Welfare Benefit Plans if Executive’s employment had not been terminated; provided, however, that if Executive becomes employed with another employer and is eligible to receive substantially the same benefits under the other employer’s plans as Executive would receive under the Welfare Benefit Plans under this item (ii), the benefits provided under this item (ii) shall be secondary to those provided under such other employer’s plans during such applicable period of eligibility. For purposes of determining eligibility and years-of-service credit (but not the time of commencement of benefits) of Executive for retiree benefits pursuant to such Welfare Benefit Plans, to the extent permitted by the terms of the Welfare Benefit Plans, Executive shall be considered to have remained employed throughout the Remaining Employment Period and to have retired on the last day of such period; and (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of extent not theretofore paid or provided, the Incentive Bonus for such calendar year, then Employee Employer shall timely pay or provide to Executive any other amounts or benefits required to be entitled paid or provided herein or which Executive is eligible to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the first payment shall include the cumulative amount of under any payments that would have already accrued following the termination of the Employment PeriodWelfare Benefit Plan.

Termination Without Cause or for Good Reason. If Live Nation may terminate the Employee’s employment is terminated by the Company without Cause pursuant to Section 4(d(as defined below) or by the Employee may terminate the Employee’s employment for Good Reason pursuant to (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 4(e409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), Employee and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation without Cause or the Employee’s termination of the Employee’s employment for Good Reason, Live Nation shall be entitled to receivepromptly or, and in the Company’s sole obligation to Employee thereafter under this Agreement shall be to case of obligations described in clause (iv) below, as such obligations become due, pay or provide to the Employee, the following: (i) the Accrued Obligations; Employee’s earned but unpaid Base Salary accrued through the date of such Separation from Service (the “Termination Date”), (ii) accrued but unpaid vacation time through the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive BonusTermination Date, if any, (iii) reimbursement of any business expenses incurred by the Employee prior to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for such the calendar yearyear in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, which shall be due to the extent payable, but not previously paid (together, the “Accrued Obligations”). In addition, subject to Sections 5(e) and payable 7(b) below and the Employee’s execution and non-revocation of a binding release in accordance with Section 4(g)(v5(f) below, in the event of this Agreement; (iv) if the Employee’s employment is terminated Separation from Service with Live Nation by the Company reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, then Employee Live Nation shall be entitled (i) pay to receive a pro-rated Incentive Bonusthe Employee, if any, for within 60 days of the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance Termination Date (with Section 5 hereofthe exact payment date to be determined by Live Nation in its sole discretion), payments for except as set forth in the duration of the Restriction Period proviso to this clause, a lump-sum cash payment (as defined in Section 5(cless appropriate payroll deductions) below) in an annualized amount equal to the Employee’s then-current Base SalarySalary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, at divided by 12, or (b) two (in either case, the rate in effect immediately “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the termination of Employee’s employment over Termination Date, and, to the duration extent applicable, all such awards shall remain exercisable until the earlier to occur of the Restriction Periodthird anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance PaymentsSeverance”), provided that no such accelerating awards shall be exercisable prior to the date on which the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”). The Notwithstanding the foregoing, if the 60-day period during which the Cash Severance Payments may be paid spans two calendar years, such payment shall be paid made in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on or following later such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment Periodcalendar year.

Termination Without Cause or for Good Reason. If Employeethe Executive’s employment with the Company is terminated by the Company without Cause pursuant to Section 4(d(other than for Cause, Disability or death) or by Employee the Executive for Good Reason pursuant to Section 4(e)within 12 months following the Change in Control Date, Employee then the Executive shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the followingfollowing benefits: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive’s base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations;”); and (2) the amount equal to one multiplied by the Executive’s highest annual base salary during the five-year period prior to the Change in Control Date. (ii) for 12 months after the Separate Obligations;Date of Termination, the Company shall continue to provide medical and dental benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable benefit plans in effect on the Measurement Date; 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/her] family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and [his/her] family; and (iii) if Employee worked a full calendar year and her employment is terminated by to the extent not previously paid or provided, the Company without Cause shall timely pay or by the Employee for Good Reason after the end of such calendar year but prior provide to the payment of Executive any other amounts or benefits required to be paid or provided or which the Incentive Bonus for such calendar year, then Employee shall be entitled Executive is eligible to receive following the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; (iv) if EmployeeExecutive’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the first payment shall include the cumulative amount of under any payments that would have already accrued following the termination plan, program, policy, practice, contract or agreement of the Employment PeriodCompany and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).

Termination Without Cause or for Good Reason. If Employee’s employment is terminated by In the Company without Cause pursuant to Section 4(d) or by Employee for Good Reason pursuant to Section 4(e), Employee shall be entitled to receive, and event the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following: (i) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; (iv) if EmployeeExecutive’s employment is terminated by the Company without Cause or by the Employee Executive for Good ReasonReason at any time, then Employee the Executive shall receive, subject to the execution and timely return by the Executive of a release of claims in the form to be entitled delivered by the Company, which release shall, by its terms, be irrevocable no later than the sixtieth (60th) day following his employment termination date, (a) severance pay in an aggregate amount equal to receive the Executive’s Base Salary for six (6) months, less applicable payroll deductions and tax withholdings, payable in accordance with the normal payroll policies of the Company over a pro-rated Incentive six (6) month period, as applicable, with the first such payment being paid to the Executive on the Company’s first regular pay date on or after the sixtieth (60th) day following his employment termination date; plus (b) the Performance Bonus, if any, for the calendar year during which their employment was terminatedof the Executive’s termination, which shall be due subject, as applicable, to achievement of the performance metrics for such year and payable in accordance with Section 4(g)(v) on the date such Performance Bonus would have been paid had the Executive remained actively employed. For purposes of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on or following such Good Reason” means a termination of employment and because of: (x) a materially adverse diminution in the Executive’s role or responsibilities without the Executive’s consent, provided that the Parties agree that it shall not be considered a diminution in the Executive’s role or responsibilities if he ceases serving as CEO provided he remains Chairman; or (y) any material breach of this Agreement by the Company or any other agreement with the Executive. In each such event listed above, the Executive shall give the Company written notice thereof within thirty (30) days following the first payment occurrence of such event, which notice shall include specify in reasonable detail the cumulative amount of circumstances constituting Good Reason, and there shall be no Good Reason with respect to any payments that would have already accrued such circumstances if cured by the Company within thirty (30) days after such notice or, if such event is not cured by the Company, the Executive terminates his employment with the Company no later than sixty (60) days following the termination first occurrence of the Employment Periodsuch event.

Termination Without Cause or for Good Reason. If prior to the occurrence of a Threshold Capital Transaction (as such term is defined in the Second Amended and Restated Limited Liability Company Agreement of EPE Acquisition, as amended from time to time) or within two years thereafter, (A) the Company terminates Employee’s employment with the Company and, if applicable, its Affiliates, without Cause or by failing to renew the term of this Agreement in accordance with Section 3, or (B) Employee terminates Employee’s employment pursuant to Section 6(b)(i), and before the 60th day following the Termination Date, Employee has signed and not revoked in the time provided to do so a termination of employment agreement acceptable to the Company and substantially in the form set forth in Exhibit A that contains a complete release of all claims against the Company, its Affiliates, and their designees from the claims specified in Exhibit A (a “Release”) and such Release has become effective and irrevocable, the Company shall pay Employee severance in accordance with Section 7(b). Notwithstanding the foregoing, the Company will not be required to pay Employee severance if the Company terminates Employee’s employment after receiving a Notice of Termination from Employee, provided that such Notice of Termination specifies that Employee’s termination is not for Good Reason. For the avoidance of doubt, Section 7(b) shall not apply if: (1) the Company terminates Employee’s employment for Cause pursuant to Section 6(a)(iii) above; (2) the Company terminates Employee’s employment due to Disability or Employee’s employment terminates due to Employee’s death pursuant to Sections 6(a)(i) or 6(a)(ii) above or (3) Employee’s employment is terminated by the Company without Cause Employee pursuant to Section 4(d6(b)(ii) or by Employee for Good Reason pursuant to Section 4(e), Employee shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following: (i) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment Periodabove.

Termination Without Cause or for Good Reason. If the Employee’s employment by the Company is terminated on or after the Effective Date (x) by the Company without Cause pursuant to Section 4(d) (other than for death or by Employee for Good Reason pursuant to Section 4(eDisability), Employee shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following: (iy) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, the Company shall pay or provide the Employee with the CIC Accrued Benefits and, subject to the Employee’s compliance with the obligations in Sections 10, 11 and 12 hereof, the following, subject to the provisions of Section 24 hereof: (i) a lump sum payment equal to (x) three times the Employee’s then Employee shall be entitled to receive a pro-rated Incentive Bonuscurrent Annual Base Salary Rate, if anyplus (y) three times the Employee’s average Annual Bonus paid over the prior three years (or over such lesser period in which the Annual Bonus was paid), for paid on the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) 60th day following the termination of this Agreementemployment; and (vii) subject to (A) the Employee’s compliance with Section 5 hereoftimely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, payments for as amended (“COBRA”), and (B) the duration Employee’s continued co-payment of premiums at the same level and cost to the Employee as if the Employee were an employee of the Restriction Period Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars) (the “active employee rate”), continued participation in the Company’s group health plan and life insurance plan (to the extent permitted under applicable law and the terms of such plan), which covers the Employee for a period of up to 12 months at the Company’s expense (other than as defined set forth in sub-section (B)), provided, that the Employee is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that the Employee obtains other employment that offers group health benefits, Company’s contribution to the coverage under this Section 5(c9(d)(ii) below) in an annualized amount equal shall immediately cease and thereafter shall be the sole responsibility of the Employee. Notwithstanding the foregoing, if the benefits under the Company’s group health plan will be taxable to the Employee, then in lieu of the Company’s Base Salarypayments for such continued participation, at the Company shall reimburse the Employee, subject to the terms herein, for his premiums for continued coverage under such plan in the amount that the cost of such coverage exceeds the active employee rate (as determined based on the Employee’s premium rate in effect immediately prior to on the date of termination). Payments and benefits provided in this Section 9(d)(ii) shall be in lieu of any termination of Employee’s employment over or severance payments or benefits for which the duration Employee may be eligible under any of the Restriction Periodplans, the “Severance Payments”). The Severance Payments shall be paid in accordance with policies or programs of the Company’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment Period.

Termination Without Cause or for Good Reason. If EmployeeOfficer’s employment is under this Agreement may be terminated by the Company at any time without Cause pursuant to Section 4(d) or by Employee the Officer for Good Reason pursuant to (as defined in Section 4(e21). Except as provided in Section 9 below, Employee shall be entitled to receive, and in the Companyevent Officer’s sole obligation to Employee thereafter employment under this Agreement shall be to pay or provide to Employee, the following: (i) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee Officer for Good Reason after Reason, the Company shall pay Officer the following payments and benefits: a. The Accrued Rights; b. a lump sum payment equal to two (2) times the sum of (i) the annual base salary payable to Officer as of the date of the Officer’s Separation from Service and (ii) the target bonus established by the Compensation Committee of the Board of Directors for the Officer pursuant to the Company’s annual cash bonus plan for the year in which the Separation of Service occurs; c. Officer shall also continue to be covered under health and life insurance plans of the Company for twenty-four (24) months, or the Company shall provide the economic equivalent thereof if such continuation is not permissible under the terms of the Company’s insurance plans; d. If Officer’s employment is terminated following the end of such calendar a fiscal year but and prior to the payment of date for the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonusbonus described in Section 4(a), if any, that Officer would have been entitled to receive with respect to such completed fiscal year, based upon the Company’s actual results, the Company shall pay to Officer, at the time such bonus is paid to other executives of the Company according to the terms of the applicable bonus program adopted by the Company, the amount of such bonus described in Section 4(a), if any, that Officer would have been entitled to receive with respect to such completed fiscal year had Officer’s employment not terminated prior to the payment date for such calendar yearbonus; and a pro rata portion of the bonus described in Section 4(a), if any, that Officer would have been entitled to receive for the fiscal year in which the termination of employment occurs, based upon the Company’s actual results for the year of termination and the percentage of the fiscal year that shall have elapsed through the date of termination of employment, payable to Officer pursuant to Section 4(a) had Officer’s employment not terminated, which pro-rata bonus shall be paid at the time such bonus is paid to other executives of the Company according to the terms of the applicable bonus program adopted by the Company; Benefits due and under Section 8(a)-(c) shall be payable (or commence) within sixty (60) days of the Officer’s Separation from Service, with the date of such payment determined by the Company in its sole discretion in accordance with Section 4(g)(v) 11 below. Receipt by Officer of the payment and other benefits under this Agreement; (iv) if EmployeeSection 8 shall be subject to Officer’s employment is terminated by execution and delivery, pursuant to the terms of Section 11 below, to the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive of a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due General Release in form and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal substance reasonably acceptable to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment Company and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment PeriodOfficer.

Termination Without Cause or for Good Reason. If the Employee’s employment by the Employer is terminated (x) by the Company without Employer other than for Cause pursuant to Section 4(dor (y) or by the Employee for Good Reason pursuant to Section 4(e)Reason, Employee the Employer shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the Employee with the following, subject to the provisions of Section 25 hereof: (i) the Accrued ObligationsBenefits; (ii) if the Separate ObligationsTermination Date occurs following 2019, a Pro Rata Bonus; (iii) if Employee worked subject to the Employee’s continued compliance with the obligations in Sections 9, 10 and 11 hereof, a full calendar year and her employment is terminated by sum equal to (x) the Company without Cause or by Employee’s monthly Base Salary rate at the Employee for Good Reason after highest rate in effect at any time during the end of such calendar year but twelve (12) month period prior to the Termination Date plus (y) 1/12 of the Target Bonus (provided that upon any termination in 2019, the Target Bonus for 2019 under Section 4, without giving any effect to any bonuses payable under the 2019 XXXX, shall be used for purposes of this calculation), paid monthly for a period of twelve (12) months following such termination; provided, that if such termination occurs within twenty-four (24) months following a Change of Control (as defined in the Company’s Legacy Reserves Inc. 2019 Management Incentive Plan), such 12-month period shall be increased to 18 and the aggregate applicable amount shall be paid in a lump sum within sixty (60) days of the applicable Termination Date; provided, further, that to the extent that the payment of the Incentive Bonus any amount constitutes “nonqualified deferred compensation” for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with purposes of Code Section 4(g)(v) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period 409A (as defined in Section 5(c) below) in an annualized amount equal 25 hereof), any such payment scheduled to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing on occur during the first regular payroll date on or following such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued sixty (60) days following the termination of employment shall not be paid until the Employment Periodfirst regularly scheduled pay period following the sixtieth (60th) day following such Termination Date and shall include payment of any amount that was otherwise scheduled to be paid prior thereto; and (iv) to the extent that the Employee elects COBRA continuation coverage, the Company will pay the full cost of the Employee’s COBRA continuation coverage for the maximum period as COBRA continuation coverage is required to be provided under applicable law; provided, however, that the benefits described in this Section 8(d)(iv) may be discontinued prior to the end of the period provided in this Section 8(d)(iv) to the extent, but only to the extent, that the Employee receives substantially similar benefits from a subsequent employer or to avoid the imposition of any excise taxes on the Employer or the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable). Payments and benefits provided in this Section 8(d) shall be in lieu of any termination or severance payments or benefits for which the Employee may be eligible under any of the plans, policies or programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation.

Termination Without Cause or for Good Reason. If Employeeduring the Employment Term, the Company terminates Executive’s employment is terminated by without Cause or Executive terminates his employment with the Company without Cause pursuant to Section 4(d) or by Employee for Good Reason pursuant Reason, then the Company, provided that Executive executes and timely provides a release and covenant not to Section 4(exxx in a form reasonably satisfactory to the Company (in the form attached hereto as Exhibit A), Employee shall be entitled pay to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, Executive the following: A. An amount equal to Executive’s Annual Base Salary earned through the date of termination of employment with the Company and a lump sum payment for any accrued and earned, but unused, vacation shall be paid to Executive on or before the next regularly scheduled pay-date after the effective date of the termination. X. Xxxxxxxxx payments equal to, in the aggregate, two (2) years of Executive’s Annual Base Salary then in effect (reduced by any required withholding) in twenty-four (24) equal installments on the first pay day of each month following Executive’s termination (each such date being referred to herein as a “Severance Pay Date”), beginning on the first pay day of each month following the month in which such termination occurs. If Executive is eligible to receive severance payments under this Section 3(d)(ii), then such severance payments shall continue to be paid to Executive regardless of the fact that the Agreement terminates following commencement of such payments; provided, however, that in the event of Executive’s death prior to the receipt of all payments, any remaining payments shall be made to Executive’s estate. Each payment made on a Severance Pay Date shall be treated as a separate payment for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). C. If, on the date of termination, the Company sponsors a medical plan for the benefit of the eligible employees and if Executive is eligible for and elects continuation coverage under such medical plan, then the Company agrees to pay the same portion of Executive’s individual premiums for such coverage as the portion of said premiums that the Company paid for Executive immediately prior to his termination of employment, until the earlier of: (i) the Accrued Obligations; last day of the twenty-fourth (24th) month following Executive’s termination of employment or (ii) the Separate Obligations; date Executive’s coverage under the Company’s United States medical plan terminates for any reason. Thereafter, if Executive is eligible and wishes to continue his continuation coverage and the maximum applicable continuation coverage period has not expired, Executive may continue such coverage, provided, however, Executive shall be solely responsible for payment of the entire premium for such coverage. All benefits (iiiother than those with respect to which continuation is required by law) if Employee worked a full under this Section 3(d)(ii)C. shall cease no later than the death of both Executive. To the extent any benefits provided under this Section 3(d)(ii)C. are otherwise taxable to Executive, such benefits shall, for purposes of Section 409A of the Code, be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise exempt from Section 409A of the Code, the provision of the in-kind benefits during one calendar year and her employment is terminated shall not affect the in-kind benefits to be provided in any other calendar year. D. The payments provided in this Section 3(d)(ii) shall represent the sole remedy for any claim Executive may have arising out of termination of this Agreement by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee Executive for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment Period.

Termination Without Cause or for Good Reason. The Company may terminate Executive’s employment hereunder at any time during the Term for any reason other than for “cause” (as defined above) by giving Executive at least ten (10) days written notice, and Executive may terminate his employment at any time for “good reason” (as defined below) by giving the Company at least ten (10) days written notice. If EmployeeExecutive’s employment is terminated by pursuant to the preceding sentence, the Company without Cause shall pay to Executive all salary and bonuses accrued up to and including the date of termination, all unused vacation and all unreimbursed expenses which are reimbursable pursuant to Section 4(d) or by Employee for Good Reason pursuant 4 incurred prior to Section 4(e)such termination. As used in this Agreement, Employee “good reason” shall be entitled to receive, and defined as (i) the material breach of this Agreement by the Company, (ii) the assignment of Executive without his consent to a position, responsibilities or duties of a materially lesser status or degree of responsibility than his position, responsibilities, or duties as stated in this Agreement, or (iii) any reduction of the Annual Salary without Executive’s sole obligation to Employee thereafter under this Agreement shall be to pay consent. In addition, in the event of such termination without cause or provide to Employeefor good reason, the followingCompany shall have the following duties: (i) The Company shall pay to Executive a severance payment in an amount equal to twelve (12) months of the Accrued Obligationssalary plus the value of any Additional Benefits then payable to Executive pursuant to Section 3(a) hereof on the date of termination (the “Severance Payment”). The Severance Payment shall be paid in approximately equal bi-weekly installments, or at such other intervals as may be established for the Company's customary pay schedule, at the annual rate of Executive’s Salary on the date of termination; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated by the The Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior shall pay to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive BonusExecutive all deferred compensation, if any, for such calendar yearowed to Executive, which shall be due and payable under any other agreement in accordance with Section 4(g)(va single lump sum payment immediately following termination. However, any amounts owed under a 401(k) of this Agreement; (iv) if Employee’s employment is terminated by or other plan qualified under the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments Internal Revenue Code shall be paid in accordance with the terms and provisions of such plans; (iii) All outstanding stock options allocated to Executive which would have been vested at the end of the Term had Executive remained employed by the Company to the end of the Term, shall be immediately vested, subject to the restrictions that may apply under the law including restrictions applicable to any options granted under the Company’s customary payroll practices, commencing on 2010 Long-Term Incentive Plan; and (iv) Executive shall no longer be subject to the first regular payroll date on or following such termination covenants and agreements not to compete under Section 6 of employment and the first payment shall include the cumulative amount of any payments that would have already accrued this Agreement following the date of termination of the Employment Periodunder this Section 5(d).

Termination Without Cause or for Good Reason. If EmployeeExecutive’s employment with the Employer and its Affiliates is terminated during the Employment Period by the Company Employer without Cause or by Executive for Good Reason, the Employer shall provide Executive with the following payments and benefits: (1) contingent upon the effectiveness of a general release of claims in form and substance satisfactory to the Employer which is executed within forty-five (45) days of the date of such Separation, Base Salary continuation during the period commencing on the sixtieth (60th) date following such Separation and ending on the date that is two (2) years thereafter; (2) any accrued but unpaid Base Salary; and (3) any accrued and vested benefits under any employee benefit plan of the Employer or its Affiliates in which Executive was participating immediately prior to Separation, such benefits to be provided in accordance with the terms of the applicable employee benefit plan; provided that in no event shall Executive be entitled to receive any payment for accrued but unused vacation time. Notwithstanding the foregoing, if Executive breaches any of the provisions of Section 2, Section 3 or Section 4 hereof, any and all remaining Base Salary continuation payments payable pursuant to Section 4(d1(d)(i)(1) or by Employee for Good Reason pursuant to Section 4(e), Employee shall be entitled immediately forfeited. Notwithstanding anything herein to receivethe contrary, if Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Companyregulations issued thereunder, and a payment or benefit provided for in this Section 1(d) would be subject to additional tax under Code Section 409A if the payment or benefit is paid within six months of Executive’s sole obligation to Employee thereafter Separation, then such payment or benefit required under this Agreement shall be to pay or provide to Employee, the following: (i) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall not be paid in accordance with the Company’s customary payroll practices, commencing on (or commence) until the first regular payroll date on or following day which is six (6) months after Executive’s Separation. In such termination of employment and the first payment shall include the cumulative amount of case, any payments that would otherwise have already accrued following been made during such period shall be made to Executive in a lump sum (without interest) as soon as administratively feasible subsequent to the termination of the Employment Perioddate that is six (6) months after Executive’s Separation.

Termination Without Cause or for Good Reason. If Employee’s employment is terminated by Subject to the Company without Cause pursuant to terms and conditions of this Section 4(d) or by Employee for Good Reason pursuant to Section 4(e)5, Employee shall be entitled to receive, and if the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following: (i) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment Employment Period is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar yearat any time, then Employee shall be entitled to receive receive, during the Incentive BonusSeverance Period, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at Salary payable in the rate same manner and in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, same installments as previously paid (the “Severance Payments”), and, except as set forth in this Section 5(a) or in Section 5(c), the Company’s obligation to make any other payments or provide any other benefits under this Agreement shall cease as of the Termination Date. The When used herein, the “Severance Period” means the earlier of (x) the period ending on the twelve (12)-month anniversary of the Termination Date and (y) the date on which the Employment Period would have expired had the Employment Period not been terminated earlier by the Company without Cause. Employee shall forfeit the compensation and other benefits otherwise payable to Employee pursuant to this Section 5(a) unless, prior to the date on which the first payment would otherwise be payable pursuant to this Section 5(a) (and in any event within sixty (60) days after receipt of such Separation Document (as hereinafter defined)), Employee executes and delivers to the Company (and does not revoke or breach), a complete mutual release in favor of each member of the Company Group and their affiliates, and their respective equityholders, officers, managers, directors, employees, lenders, principals and attorneys, in a form reasonably acceptable to the Company (the “Separation Document”); provided, however, that if the sixty (60)-day period (together with any applicable consideration and revocation periods) begins in one (1) calendar year and ends in a second calendar year, then regardless of the date on which the Separation Document is actually executed, the Severance Payments shall (if owed) will be paid in accordance with such second calendar year no later than ten (10) days after the last day of such sixty (60)-day period (or, if later, upon the expiration of the applicable consideration and revocation periods), subject to the Company’s customary payroll practicesability to accelerate such payments to the extent it would not result in a violation of Code Section 409A. If Employee breaches or revokes the Separation Document provided pursuant to the previous sentence, commencing on then Employee shall promptly repay to the first regular payroll date on or following Company all amounts paid to Employee pursuant to this Section 5(a) prior to such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment Periodrevocation.

Termination Without Cause or for Good Reason. If The Bank may terminate this Agreement at any time and without “Cause” (as defined below) by giving Employee sixty (60) days written notice of the Bank’s intent to terminate this Agreement. The 60th day after Notice of Termination shall be deemed Employee’s Separation Date. This Agreement may also be terminated by Employee for “Good Reason” (as defined below) by giving written notice to Employer in reasonable detail of the basis for “Good Reason” within thirty (30) days of the first date on which Employer has knowledge of such conduct and providing Employer at least thirty (30) days following the date on which notice is provided to cure such conduct. Failing such cure, the end of the cure period shall be deemed Employee’s Separation Date. In the event Employee’s employment is terminated by the Company without Cause Bank or Employee pursuant to Section 4(d) or by Employee for Good Reason pursuant to Section 4(e)this Section, Employee shall be entitled to receivepaid all accrued salary, accrued but unused vacation, and reimbursement expenses for which expense reports have been provided to the CompanyBank, or which are provided to the Bank prior to the Separation Date, in accordance with the Bank’s sole obligation policies and this Agreement. In addition to Employee thereafter under this Agreement shall be to pay or provide to Employeethe foregoing amounts, the following: (i) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause Bank or Employee pursuant to this Section, and subject to (A) Employee’s continued employment through, and termination of employment on, the Separation Date; (B) Employee’s continued loyalty to the Bank, which includes, but is not limited to, Employee or any outside third party, operating under the direction of Employee, refraining from any announcements to anyone inside or outside the Bank that the Employee is leaving the Bank; and (C) Employee’s execution and non-revocation of a general release of all claims in the form attached hereto as Exhibit A (the “Release”), which Release becomes irrevocable within sixty (60) days following the Separation Date or such earlier deadline provided by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar yearBank, then Employee shall will be entitled to receive receipt of the Incentive Bonus, if any, for such calendar yearfollowing Severance Package: 1. A Severance Payment equivalent to twelve (12) times the Employee’s highest monthly base salary, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; (iv) if Employee has earned during Employee’s employment is terminated by with the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”)Bank. The Severance Payments Payment shall be paid out in equal increments on regularly scheduled pay days for a period of 12 months following the Separation Date, provided that any payments delayed pending the effectiveness of the Release shall be accumulated and paid in a lump sum on the next pay day following the effectiveness of the Release, with any remaining payments due paid in accordance with the Companyschedule otherwise provided herein. Such payments will cease, however, if Employee fails to comply with the provisions of Part VIII of this Agreement. 2. A Severance Bonus in an amount equal to the average of the Employee’s customary payroll practicesannual discretionary incentive bonus for the previous two years, commencing prorated for the number of months between the Separation Date and the end of the Bank’s last fiscal year. The Severance Bonus shall be paid in a lump sum on the first regular payroll date on Employee’s Separation Date. 3. Payment of all awards of benefit plans and incentive and retention programs in accordance with the terms of those plans and programs, including applicable vesting and forfeiture provisions. Any such payment or following distribution from a nonqualified deferred compensation plan shall be governed by the terms of such termination plan relating to the timing of employment and the first payment distributions. “Good Reason” for purposes of this Agreement shall include the cumulative amount be defined as a material breach by Employer of any payments that would have already accrued following the termination of the Employment Periodcovenants in this Agreement, any material reduction in Employee’s annual base salary or annual discretionary incentive bonus opportunity, any material and adverse change in Employee’s position, title or reporting lines or any change in Employee’s job duties, authority or responsibilities to those of lesser status, or a material change in the geographic location of Employer’s headquarters, which shall mean the relocation of the Employer’s headquarters to a location that is more than 50 miles from its current location, in each case, without Employee’s consent.

Termination Without Cause or for Good Reason. If EmployeeThe Term of Employment and the Executive’s employment is hereunder may be terminated by the Company without Cause pursuant to Section 4(d) or by Employee Executive for Good Reason pursuant to Section 4(e), Employee shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following: (i) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee for Good Reason after Corporation without Cause. In the end event of such calendar year but prior to termination, the payment of the Incentive Bonus for such calendar year, then Employee Executive shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due Accrued Amounts and payable in accordance subject to the Executive’s compliance with Section 4(g)(v) 6, Section 7, Section 8 and Section 9 of this Agreement; 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 attached hereto (ivthe “Release”) if Employee’s employment is terminated by and such Release becoming effective within the Company without Cause or by applicable time period set forth in the Employee for Good ReasonRelease, then Employee (the “Release Execution Period”), the Executive shall be entitled to receive the following: (a) a pro-rated Incentive Bonus, if any, for lump sum payment equal to one time the calendar year during which their employment was terminatedExecutive’s Base Salary, which shall be due and payable in accordance with Section 4(g)(v) of this Agreementpaid on the 30th day following the Termination Date; and (vb) subject upon determination by the Corporation’s Board of Directors or Compensation Committee, as appropriate, to Employee’s compliance with Section 5 hereofbe made in its sole discretion as to whether to grant a bonus, payments and if such bonus is granted, the amount, form and payment schedule. For the avoidance of doubt, Executive shall not be entitled to any bonus solely for reason of termination, unless the Board of Directors or the Compensation Committee, as appropriate, in its sole discretion awards a bonus to Executive. (c) If the Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse the Executive for the duration monthly COBRA premium paid by the Executive for himself and his dependents. Such reimbursement shall be paid to the Executive on the 10th day of the Restriction Period month immediately following the month in which the Executive timely remits the premium payment (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance PaymentsCOBRA Premium Reimbursements”). The Severance Payments Executive shall be paid eligible to receive such COBRA Premium Reimbursement until the earliest of: (i) the twelve-month anniversary of the Termination Date; (ii) 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 substantially similar coverage from another employer or other source. Notwithstanding the foregoing, if the Company’s making payments under this Section 5.3(b) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to reform this Section 5.3(b) in a manner as is necessary to comply with the ACA. (d) Consistent with the terms of any equity incentive plan of the Company, as approved by the stockholders, as applicable: (i) all outstanding time-based equity-based compensation awards granted to the Executive during the Term of Employment shall become fully vested and exercisable for the remainder of their full term; and (ii) all outstanding performance-based equity compensation awards granted to the Executive during the Term of Employment shall remain outstanding and shall vest or be forfeited in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination terms of the Employment Periodapplicable award agreements, if the applicable performance goals are satisfied. The determination whether such performance goals are satisfied shall be in the sole discretion of the Compensation Committee or the Board, as the case may be.

Termination Without Cause or for Good Reason. If Employee’s In the event that the Executive's employment is terminated by during the Company without Cause pursuant to Section 4(d) or by Employee for Good Reason pursuant to Section 4(e), Employee shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following: (i) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated Term by the Company without Cause or by the Employee Executive for Good Reason after Reason, the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee Executive shall be entitled to receive the Incentive Bonusas his exclusive right and remedy in respect of such termination, if any(i) all Enhanced Accrued Benefits, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v(ii) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount severance pay equal to the Employee’s greater of (A) the amount set forth on Schedule II hereto, or (B) the remaining amount of Base SalarySalary the Executive would have received had the Executive been employed through the end of the Term ("Severance Payments"), at with such Severance Payments to be paid in a lump sum as soon as practicable on or after termination (but not later than three business days after the rate release described in Section 7(f) becomes effective and not revocable). In addition, all unvested stock options under the Stock Option Plan and all deferred compensation under the Option Agreement shall become fully vested and shall remain exercisable or be paid as provided under the terms of the applicable plan or agreement, and the Executive shall continue to be covered, upon the same terms and conditions applicable generally to similarly situated executives who remain employed with the Company, by the same or equivalent medical, dental and life insurance coverage as in effect for the Executive immediately prior to the termination of Employee’s employment over his employment, until the duration earlier of (A) the expiration of a period of months determined by dividing the lump sum amount of severance pay he receives pursuant to clause (ii) of the Restriction Periodpreceding sentence by the Executive's monthly salary rate in effect on his date of termination, or (B) the date the Executive has commenced new employment and has thereby become eligible for comparable benefits, subject to the Executive's rights under COBRA. For avoidance of doubt, if the Executive is offered employment consistent with the terms of this Agreement with the person that acquires all or substantially all of the assets or stock of New FSS or New SSL (as such terms are defined in the Plan of Reorganization), any affiliate that directly or indirectly owns such acquirer, or any successor to the acquirer or any such affiliate and such person assumes this Agreement, the “Severance Payments”). The Severance Payments Executive shall not be paid in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on or following such treated as having a termination of employment and without Cause or for Good Reason, regardless of whether the first payment shall include Executive refuses the cumulative amount offer of any payments that would have already accrued following the termination employment, by reason of the Employment Periodsale of such assets or stock.

Termination Without Cause or for Good Reason. The Company may terminate Executive’s employment hereunder at any time during the Term for any reason other than for “cause” (as defined above) by giving Executive at least ten (10) days written notice, and Executive may terminate his employment at any time for “good reason” (as defined below) by giving the Company at least ten (10) days written notice. If EmployeeExecutive’s employment is terminated by pursuant to the preceding sentence, the Company without Cause shall pay to Executive all salary and bonuses accrued up to and including the date of termination, all unused vacation and all unreimbursed expenses which are reimbursable pursuant to Section 4(d) or by Employee for Good Reason pursuant 4 incurred prior to Section 4(e)such termination. As used in this Agreement, Employee “good reason” shall be entitled to receive, and defined as (i) the material breach of this Agreement by the Company, (ii) the assignment of Executive without their consent to a position, responsibilities or duties of a materially lesser status or degree of responsibility than their position, responsibilities, or duties as stated in this Agreement, or (iii) any reduction of the Annual Salary without Executive’s sole obligation to Employee thereafter under this Agreement shall be to pay consent. In addition, in the event of such termination without cause or provide to Employeefor good reason, the followingCompany shall have the following duties: (i) The Company shall pay to Executive a severance payment in an amount equal to six (6) months of the Accrued Obligationssalary then payable to Executive pursuant to Section 3(a) hereof on the date of termination, but not more than the Salary left to be paid during the remainder of the Term (the “Severance Payment”). The Severance Payment shall be paid in approximately equal bi-weekly installments, or at such other intervals as may be established for the Company’s customary pay schedule, at the annual rate of Executive’s Salary on the date of termination; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated by the The Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior shall pay to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive BonusExecutive all deferred compensation, if any, for such calendar yearowed to Executive, which shall be due and payable under any other agreement in accordance with Section 4(g)(va single lump sum payment immediately following termination. However, any amounts owed under a 401(k) of this Agreement; (iv) if Employee’s employment is terminated by or other plan qualified under the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments Internal Revenue Code shall be paid in accordance with the terms and provisions of such plans; (iii) All outstanding stock options allocated to Executive which would have been vested at the end of the Term had Executive remained employed by the Company to the end of the Term, shall be immediately vested, subject to the restrictions that may apply under the law including restrictions applicable to any options granted under the Company’s customary payroll practices, commencing on 2011 Long-Term Incentive Plan; and (iv) Executive shall no longer be subject to the first regular payroll date on or following such termination covenants and agreements not to compete under Section 6 of employment and the first payment shall include the cumulative amount of any payments that would have already accrued this Agreement following the date of termination of the Employment Periodunder this Section 5(d).

Termination Without Cause or for Good Reason. Company can terminate Executive’s employment for any reason other than Cause upon giving 30 days’ written notice to Executive. Executive may terminate his employment for Good Reason (as defined herein) pursuant to the terms herein. (a) If Employee(1) Executive’s employment is terminated by Company for any reason other than Cause or the Company without Cause pursuant to Section 4(ddeath or disability of Executive, or (2) or Executive’s employment is terminated by Employee Executive for Good Reason pursuant to Section 4(e), Employee shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following:(as defined herein): (i) Company shall pay Executive any amounts (including salary, bonuses, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the Accrued Obligationsdate of such termination, together with any payment in lieu of accrued but untaken holiday; (ii) Company shall pay Executive a lump sum amount equal to three times the Separate ObligationsBase Salary less any amount received by Executive pursuant to 4.5(a)(i); (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee Executive shall be entitled to continue to receive the Incentive Bonus, medical benefits coverage (as described in Section 3.3) for Executive and Executive’s spouse and dependents (if any, ) at Company’s expense for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) a period of this Agreement36 months; (iv) if Employee’s employment is terminated by 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 without Cause or by shall pay Executive a lump sum amount pursuant to the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) operation of this AgreementExhibit B.1; and (vvi) subject to Employee’s compliance with Section 5 hereofIn addition, payments if, for the duration of year in which Executive is terminated, Company achieves the Restriction Period (as defined performance goals established in Section 5(c) below) accordance with any annual cash incentive plan in which Executive participates, Company shall pay an annualized amount equal to the Employee’s Base Salarybonus that Executive would have received had he been employed by Company for the full year. (b) Upon making the payments described in this Section 4.4, at Company shall have no further obligation to Executive under this Agreement. To the rate in effect immediately prior extent that the payments to be made under this Section 4.4 are damages (which is not admitted), Company and Executive agree that the terms of this Section 4.4 represent a genuine pre-estimate of the loss to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing Executive that would arise on the first regular payroll date on or following such termination of employment hereunder in the circumstances described and the first payment shall include the cumulative amount does not constitute a penalty. Company waives any requirement on Executive to mitigate his losses in respect of any payments that would have already accrued following the termination of the Employment Periodsuch termination.

Termination Without Cause or for Good Reason. If EmployeeExecutive’s employment is hereunder shall be terminated by the Company without Cause pursuant Cause, or by Executive for Good Reason, then, in addition to the payments and benefits described in Section 3(c) and Section 4(a), and subject to Section 4(d) or by Employee for Good Reason pursuant to 14 and Executive’s continuing compliance with Section 4(e), Employee shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under 5 of this Agreement shall be to pay or provide to Employee, the followingAgreement: (i) the Accrued ObligationsCompany shall pay Executive on the sixtieth (60th) day following the effective date of such termination of employment a lump sum cash payment in an amount equal to (A) 200% of Executive’s annual Base Salary plus (B) 200% of Executive’s Bonus Factor (as defined below); (ii) the Separate ObligationsCompany shall reimburse Executive for the monthly cost of maintaining health benefits for Executive (and Executive’s spouse and eligible dependents) as of the date of termination of employment under a group health plan of the Company for purposes of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), excluding any short-term or long-term disability insurance benefits, for a period of 18 months following the date of the termination of employment, to the extent Executive properly elects COBRA; provided, however, that if Executive obtains alternative health benefits from a subsequent employer, the benefits provided in this Section 4(b)(ii) shall cease upon the commencement of such health coverage; (iii) if Employee worked a full calendar year not already fully vested, the Sign-On Bonus Grant shall become fully vested upon such termination of employment and her employment is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable settled in accordance with Section 4(g)(v) the terms of this Agreementthe Sign-On Bonus Grant; (iv) if Employee’s employment is terminated by not already fully vested, the Sign-On Cash Bonus shall become fully vested and the Company without Cause or by shall pay the Employee for Good Reason, then Employee shall be entitled to receive a proExecutive on the sixtieth (60th) day following the effective date of such termination of employment the unpaid portion of the Sign-rated Incentive On Cash Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereofif such termination results from a Corporate Change, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date and occurs on or following before the date which is 90 days after the consummation date of such Corporate Change, then any unvested time-vesting RSUs and stock options shall become fully vested upon such termination of employment and shall be settled in accordance with the first payment shall include terms of the cumulative amount underlying award agreement. (vi) For purposes of any payments calculating the amount, if any, pursuant to Section 4(b)(i), “Bonus Factor” means (x) with respect to a termination of employment that would have already accrued following occurs on or before December 31, 2018, Executive’s Target Bonus for the fiscal year ending December 31, 2018, (y) with respect to a termination of employment that occurs after December 31, 2018 but on or before December 31, 2019, Executive’s Target Bonus for the fiscal year ending December 31, 2018 and (z) with respect to a termination of employment that occurs after December 31, 2019, the average bonus received for the two completed fiscal years preceding the year in which the termination of employment occurs; provided, however, that in no event shall the Employment PeriodBonus for any fiscal year taken into account for purposes of calculating clause (x), (y) or (z) exceed the Target Bonus for such fiscal year.

Termination Without Cause or for Good Reason. If Employeethe Executive’s employment is terminated by the Company without is terminated (x) by the Company other than for Cause pursuant to Section 4(d7(c) hereof, or (y) by Employee the Executive for Good Reason pursuant to Section 4(e)Reason, Employee the Company shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the Executive with the following, subject to the provisions of Section 25 hereof: (i) the Accrued ObligationsBenefits; (ii) the Separate ObligationsRetention Bonuses, but only to the extent that the Retention Bonuses have not previously been paid in accordance with Section 4(b) hereof, payable in a lump sum within sixty (60) days following such termination; provided that to the extent that the payment of such amounts constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, such payment shall be made on the sixtieth (60th) day following such termination; (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior subject to the payment Executive’s not engaging in a Material Covenant Violation or a material breach of Section 12 hereof that is not cured within fifteen (15) days of written notice from the Incentive Bonus for such calendar yearBoard (a “Material Cooperation Violation”), then Employee the Executive shall be entitled to receive an amount equal to one and one-half (1.5) multiplied by the Incentive Bonussum of the Executive’s Base Salary and Target Bonus for the year of termination (the “Severance Amount”), if anypaid in equal monthly installments for a period of eighteen (18) months following such termination; provided that to the extent that the payment of any amount constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, for any such calendar year, which payment scheduled to occur during the first sixty (60) days following the termination of employment shall not be due paid until the sixtieth (60th) day following such termination and payable in accordance with Section 4(g)(v) shall include payment of this Agreement;any amount that was otherwise scheduled to be paid prior thereto; and (iv) subject to (A) the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), (B) the Executive’s continued copayment of premiums at the same level and cost to the Executive as if Employeethe Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), and (C) the Executive’s not engaging in a Material Covenant Violation or a Material Cooperation Violation, continued participation in the Company’s group health plan (to the extent permitted under applicable law) which covers the Executive (and his eligible dependents) for a period of eighteen (18) months following such termination, provided that if the Company’s group health plan is self-insured, the Company will report to the appropriate tax authorities taxable income to the Executive equal to the portion of the deemed cost of such participation (based on applicable COBRA rates) not paid by the Executive; and provided, further, that in the event that the Executive obtains other employment is terminated that offers group health benefits, such continuation of coverage by the Company without Cause or by the Employee for Good Reason, then Employee under this Section 8(d)(iv) shall immediately cease. Payments and benefits provided in this Section 8(d) shall be entitled to receive a pro-rated Incentive Bonus, if any, in lieu of any termination or severance payments or benefits for which the calendar year during which their employment was terminated, which shall Executive may be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration eligible under any of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salaryplans, at the rate in effect immediately prior to the termination of Employee’s employment over the duration policies or programs of the Restriction Period, Company or under the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on Worker Adjustment Retraining Notification Act of 1988 or following such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment Periodsimilar state statute or regulation.

Termination Without Cause or for Good Reason. If Employee’s Should your employment is be (a) terminated by the Company without Cause pursuant “Cause,” as defined below, or terminated by you for “Good Reason,” as defined below; and (b) the Company does not consent to Section 4(dwaive any of the post-employment restrictions contained in paragraph 2(a) above, and (c) you execute and deliver to Company a Separation Agreement and Release in a form acceptable to the Company, and you do not revoke the Separation Agreement and Release, the Company will pay you a severance payment equal to (i) a pro-rata portion of the bonus, if any, to which you would have otherwise been entitled as of the date of termination, to be paid, less all applicable deductions, according to the Company’s normal bonus payment schedule (bonuses are generally paid in mid-April after the end of the fiscal year); (ii) twelve (12) months of your then-current base salary, to be paid, less all applicable deductions, according to the Company’s normal payroll practices for a period coextensive with the restricted period (twelve months); and (iii) during the restricted period, reimbursement for out-of-pocket COBRA payments paid by you to continue your group health benefits, provided you submit relevant supporting documentation to the Company evidencing such payments. Notwithstanding anything herein to the contrary, however, your right to receive the foregoing payments shall terminate effective immediately upon the date that you become employed by another entity as an employee, consultant or by Employee for Good Reason pursuant otherwise, and you agree to Section 4(e)notify the Senior Vice-President of Human Resources in writing prior to the effective date of any such employment. If you fail to so notify the Senior Vice-President of Human Resources, Employee (a) you will forfeit your right to receive the payments described above (to the extent the payments were not theretofore paid) and (b) the Company shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following: (i) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the first payment shall include the cumulative amount of recover any payments that would have already accrued following the termination of the Employment Periodmade to you or on your behalf.

Termination Without Cause or for Good Reason. If In the event that the Term and Employee’s employment hereunder is terminated by the Company Employer without Cause or by Employee for Good Reason, in each case, prior to the second anniversary of the Effective Date, Employee shall be entitled to receive (a) accrued and unpaid Base Salary or Annual Bonus earned but not yet paid as of the date of termination of employment, which shall be paid in a lump sum within thirty (30) days after the date of Employee’s termination of employment, or otherwise required by applicable law, or, in respect of the Annual Bonus, on the scheduled payment date in accordance with Subsection 3.2, (b) payment of the Annual Bonus in an amount equal to the Minimum Annual Bonus for each calendar year during the period commencing on the date of termination and ending on the later of (i) the second anniversary of the Effective Date and (ii) the first anniversary of the date of termination (such period of time, the “Continuation Period”) for which the Annual Bonus has not yet been earned or paid (prorated for any partial year at the end of the Continuation Period), payable on the scheduled payment date for the applicable Annual Bonus in accordance with Subsection 3.2 as if Employee had remained employed through the payment date of such Annual Bonus, assuming the Minimum Annual Bonus for any period after the Term, as applicable, remained consistent with Subsection 3.2 (the “Bonus Continuation”), (c) continued payment of the Base Salary in effect as of the date of Employee’s termination of employment as if Employee had remained employed through the Continuation Period (the “Continuation Payments”), and (d) accelerated vesting of the portion of (i) the Annual Equity Award subject to time-based vesting and (ii) the IPO Equity Award, in each case (i) and (ii) that remains unvested as of the date of termination (the “Equity Award Acceleration”). Notwithstanding anything in this Agreement to the contrary, the Continuation Payments and any right to the Bonus Continuation shall immediately cease (and Employee shall forfeit the portion of the Annual Equity Award and IPO Equity Award subject to the Equity Award Acceleration and any equity received in respect thereof (and refund all proceeds received in respect of such equity through sale thereof or otherwise)) in the event that Employee breaches any of the covenants set forth in Sections 7 or 8 of this Agreement or any restrictive covenants then-applicable to Employee. In order to receive the Continuation Payments, the Bonus Continuation and the Equity Award Acceleration, Employee must first execute and deliver a release of claims in the form attached hereto as Exhibit B (the “Release”), that has become effective in accordance with its terms (including the expiration of any applicable revocation period contained therein or required by applicable law) within sixty (60) days after the date of termination of Employee’s employment (such 60-day period, the “Release Period”). The Continuation Payments shall be paid ratably in monthly installments over the Continuation Period with the first such installment to be paid no later than ten (10) days following the date on which the Release becomes effective and irrevocable (which installment shall include any installment of the Continuation Payments that would have been paid to Employee prior to such date absent the requirement to execute the Release); provided, that, if the Release Period spans two calendar years, then the first installment of the Continuation Payments (which installment shall include any installment of the Continuation Payments that would have been paid to Employee prior to such date absent this proviso) will be paid on the first business day of the second calendar year if such date is later than the date on which such installment would otherwise have been paid pursuant to Section 4(dthis Subsection 4.6 absent this proviso. Notwithstanding anything to the contrary in the Annual Equity Award Agreements or the IPO Equity Award Agreements, (i) the portion of the Annual Equity Award subject to time-based vesting and IPO Equity Award that, in each case, remains unvested as of the date of termination by Employer without Cause or by Employee for Good Reason pursuant shall remain outstanding and unvested and shall become vested (and be exercisable and/or settled) if and only if the Release becomes effective as described above and Employee is otherwise entitled hereunder, subject to compliance with Section 4(e), Employee shall be entitled to receive409A of the Code, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following: (i) the Accrued Obligations; (ii) if the Separate Obligations; (iii) if Employee worked a full calendar year Release does not become so effective, such portion shall be forfeited for no consideration immediately following the end of the Release Period. In the event of any termination of the Term and her Employee’s employment is terminated hereunder by the Company Employer without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance resign all positions held with the Company’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment PeriodEmployer Group.

Termination Without Cause or for Good Reason. If In the event that the Term and Employee’s employment hereunder is terminated by the Company Employer without Cause pursuant to Section 4(d) or by Employee for Good Reason pursuant Reason, in each case, prior to Section 4(e)the third anniversary of the Effective Date, Employee shall be entitled to receivereceive (a) accrued and unpaid Base Salary through the date of termination of employment, and (b) notwithstanding anything herein or in any bonus or incentive agreement, arrangement, plan, policy or program to the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employeecontrary, the following: payment by Employer of the aggregate amount of unpaid Annual Bonuses, if applicable, in respect of any fiscal year preceding the fiscal year in which the termination of employment occurs, (c) an amount equal to the Target Bonus for each calendar year commencing with the calendar year in which the date of termination occurs (including the portion of such calendar year preceding the date of termination, to the extent not already earned and paid) and ending on the later of (i) the Accrued Obligations; end of the Term or (ii) the Separate Obligations; end of the twenty-four (iii24) month period immediately following Employee’s termination of employment (the “Bonus Severance” and such period, the “Continuation Period”) (prorated for any partial year), payable on the scheduled payment date for the applicable Annual Bonus in accordance with Subsection 3.2 as if Employee worked a full calendar year and her employment is terminated by had remained employed through the Company without Cause or by the Employee for Good Reason after the end payment date of such calendar year but Annual Bonus, (d) reimbursement, within thirty (30) days following submission by Employee to Employer of appropriate supporting documentation, for any unreimbursed business expenses properly incurred by Employee in accordance with Employer’s policy prior to the payment date of Employee’s termination of employment; provided claims for such reimbursement (accompanied by appropriate supporting documentation) are submitted to Employer within ninety (90) days following the date of Employee’s termination of employment, (e) all amounts and benefits then or thereafter due to Employee under the applicable terms of any applicable plan, program, award, agreement or arrangement (including any equity or equity-based plan, program, award, agreement or arrangement) of any member of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable Employer Group in accordance with Section 4(g)(vthe terms and conditions of any such plan, program, award, agreement or arrangement, (f) accelerated vesting of this Agreement; the portion of (ivi) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) Annual Equity Award subject to Employee’s compliance with Section 5 hereoftime-based vesting and (ii) the IPO Equity Award, payments for the duration in each case of (i) and (ii) that remains unvested as of the Restriction Period date of termination (as defined in Section 5(c“Equity Award Acceleration”) belowand (g) in payment of an annualized amount equal to the Employee’s Base Salary, at payable by Employer as if Employee had remained employed through the rate in effect immediately prior to Continuation Period (the termination of Employee’s employment over “Salary Severance,” and collectively with the duration of the Restriction PeriodBonus Severance, the “Severance Payments”). The Severance Payments Such amounts in clause 4.7(a) shall be paid in accordance with a lump sum within thirty (30) days after the Companydate of Employee’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the amounts in clauses 4.7(b) and (c) will be paid at such time as such Annual Bonus is otherwise paid to similarly situated senior executives, but in no event later than March 15 of the year of following the year to which such Annual Bonus relates. In order to receive the Severance Payments and Equity Award Acceleration, Employee must first payment execute and deliver a release of claims in the form attached hereto as Exhibit B (the “Mutual Release”) within sixty (60) days after the date of termination of Employee’s employment (such 60-day period, the “Release Period”), and must not revoke the Mutual Release within seven (7) days of signing it (the “Revocation Period”). Employer will also execute the Mutual Release within ten (10) days of receiving it, and return an executed original to Employee. Notwithstanding anything to the contrary in the Annual Equity Award Agreements or the IPO Equity Award Agreements, (i) the portion of the Annual Equity Awards subject to time-based vesting and IPO Equity Award that, in each case, remains unvested as of the date of termination by Employer without Cause or by Employee for Good Reason shall remain outstanding and unvested and shall become vested (and be exercisable and/or settled) on the eighth (8th) day after Employee has timely executed and delivered the Mutual Release, so long as Employee has not revoked the Mutual Release during the Revocation Period, subject to compliance with Section 409A of the Code, and (ii) if Employee either does not execute and deliver the Mutual Release or revokes the Mutual Release during the Revocation Period, such portion shall be forfeited for no consideration immediately following the end of the Release Period. The Salary Severance shall be paid ratably in monthly installments over the twenty-four-(24-) month period following termination of employment with the first such installment to be paid no later than the date on which Employee has executed (and not timely revoked) the Mutual Release (the “Severance Commencement Date”) (which installment shall include any installment of the cumulative amount of any payments Salary Severance that would have already accrued following otherwise been paid to Employee prior to such date absent the requirement to execute the Mutual Release assuming for these purposes that installments are paid on the day of each month that corresponds to the date of termination) and the remaining installments to be paid during the remaining portion of such 24 month period on the day that corresponds to the date of termination with the final installment to be paid on the first anniversary of such termination date; provided, that, if the Release Period together with the Revocation Period spans across two calendar years, the Bonus Severance will be paid and the first installment of the Salary Severance will commence, in each case, on the first business day of the second calendar year if such date is later than the date on which such payment would otherwise have been made pursuant to this Subsection 4.7 absent this proviso and the first installment of the Salary Severance shall include any installment of the Salary Severance that would have otherwise been paid to Employee prior to such date absent this proviso (with any remaining installments paid on the day of each month that corresponds to the date of termination). Notwithstanding anything to the contrary, the Severance Payments shall immediately cease (and Employee shall forfeit the portion of the Annual Equity Awards and IPO Equity Awards subject to the Equity Award Acceleration and any equity received in respect thereof (and refund all proceeds received in respect of such equity through sale thereof or otherwise)) in the event that a duly appointed arbitrator determines that Employee has materially breached any of the covenants set forth in Sections 7 or 8 of this Agreement or Schedule E to the Award Agreement. In the event of any termination of the Employment PeriodTerm and Employee’s employment hereunder by Employer without Cause or by Employee for Good Reason, Employee shall be deemed to have resigned all positions held with the Employer Group as of the date of such termination of employment.

Termination Without Cause or for Good Reason. If the Employee’s employment by the Company is terminated on or after the Effective Date (x) by the Company without Cause pursuant to Section 4(d) (other than for death or by Employee for Good Reason pursuant to Section 4(eDisability), Employee shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following: (iy) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, the Company shall pay or provide the Employee with the CIC Accrued Benefits and, subject to the Employee’s compliance with the obligations in Sections 10, 11 and 12 hereof, the following, subject to the provisions of Section 24 hereof: (i) a lump sum payment equal to (x) three times the Employee’s then Employee shall be entitled to receive a pro-rated Incentive Bonuscurrent Annual Base Salary, if anyas the case may be, for plus (y) three times the calendar year during Employee’s average Annual Bonus paid over the prior three years (or over such lesser period in which their employment the Annual Bonus was terminatedpaid), which shall be due and payable in accordance with Section 4(g)(v) paid on the 60th day following the termination of this Agreementemployment; and (vii) subject to (A) the Employee’s compliance with Section 5 hereoftimely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, payments for as amended (“COBRA”), and (B) the duration Employee’s continued co-payment of premiums at the same level and cost to the Employee as if the Employee were an employee of the Restriction Period Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars) (the “active employee rate”), continued participation in the Company’s group health plan and life insurance plan (to the extent permitted under applicable law and the terms of such plan), which covers the Employee for a period of up to 12 months at the Company’s expense (other than as defined set forth in sub-section (B)), provided, that the Employee is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that the Employee obtains other employment that offers group health benefits, Company’s contribution to the coverage under this Section 5(c9(d)(ii) below) in an annualized amount equal shall immediately cease and thereafter shall be the sole responsibility of the Employee. Notwithstanding the foregoing, if the benefits under the Company’s group health plan will be taxable to the Employee, then in lieu of the Company’s Base Salarypayments for such continued participation, at the Company shall reimburse the Employee, subject to the terms herein, for his premiums for continued coverage under such plan in the amount that the cost of such coverage exceeds the active employee rate (as determined based on the Employee’s premium rate in effect immediately prior to on the date of termination). Payments and benefits provided in this Section 9(d)(ii) shall be in lieu of any termination of Employee’s employment over or severance payments or benefits for which the duration Employee may be eligible under any of the Restriction Periodplans, the “Severance Payments”). The Severance Payments shall be paid in accordance with policies or programs of the Company’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment Period.

Termination Without Cause or for Good Reason. If Employee(i) The Company may terminate Executive’s employment is terminated by without Cause and Executive may terminate his employment for Good Reason, in each case upon thirty days prior written notice. In the event that, during the Term, the Company terminates the Executive’s employment without Cause pursuant to Section 4(d) or by Employee Executive terminates his employment for Good Reason pursuant to Section 4(e)Reason, Employee Executive shall be entitled to receivethe following in lieu of any payments or benefits under any severance program or policy of the Company, and subject to execution by Executive of a waiver and release of claims in a form reasonably determined by the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following: (i) the Accrued ObligationsAmounts; (ii) a lump sum cash severance payment equal to the Separate Obligationsunpaid balance of the Base Salary and annual bonuses Executive would have been paid for the balance of the Term hereof measured from the date of termination of employment pursuant to this paragraph 4(b) to the expiration date of the Term; the severance payable shall be computed based upon (A) Executive’s highest Base Salary in effect at any time during his employment with the Company and (B) Executive’s annual bonus, if any received for the most recent completed fiscal year of the Company prior to the date of termination; (iii) continued coverage for a period of twelve months commencing on the date of termination (A) for Executive (and his eligible dependents, if Employee worked a full calendar year and her employment any) under the Company’s health plans on the same basis as such coverage is terminated made available to executives employed by the Company (including, without Cause or by the Employee for Good Reason after the end of such calendar year but limitation, co-pays, deductibles and other required payments and limitations) and (B) under any Company life insurance plan in which Executive was participating immediately prior to the payment date of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement;termination; and (iv) if Employee’s employment is terminated by other than in the Company without Cause or by the Employee event of a termination for Good ReasonReason pursuant to Section 4(c)(iii)(D), then Employee shall be entitled full vesting of all Options and Restricted Shares previously granted to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment PeriodExecutive.

Termination Without Cause or for Good Reason. If Employee’s In the event that your employment is terminated by with the Company without Cause pursuant to Section 4(d) or by Employee for Good Reason pursuant to Section 4(e), Employee shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following: (i) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee you for Good Reason after Reason, then (i) all options which have vested shall continue to be exercisable in accordance with the end terms of such calendar year the Company's stock option plan and applicable legal requirements; (ii) all payments of Base Salary and bonuses accrued but prior unpaid on the date of termination, as well as all expenses incurred to the payment date of the Incentive Bonus for such calendar yeartermination, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; to you immediately; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (viii) subject to Employee’s compliance with the provisions of Section 5 hereof, payments your unvested options shall continue to vest, on a monthly basis, during the applicable nine (9) or twelve (12) month severance period described in Section 4(d)(v) below, but such continuing vesting of your unvested options shall cease upon your obtaining new comparable employment during the applicable severance period; (iv) the Company shall forgive all amounts owed by you in connection with the Loan and make any necessary Gross-Up Payment; (v) the Company shall pay to you a severance payment, in monthly installments, equal to your Base Salary plus the lesser of your full annual target bonus for the duration then current calendar year (which shall be equal to twenty percent (20%) of your then current Base Salary) or the Restriction Period average of your actual annual bonuses for the previous two (2) calendar years, for a period of nine (9) months; provided, however, that in the event you are terminated as defined a result of a Change of Control (whether due to termination without Cause or your termination for Good Reason following a Change of Control), the amount of such severance payment shall be twelve (12) months' severance; provided, further, that in Section 5(cthe event you obtain other employment during the applicable nine (9) belowor twelve (12) month severance period, your severance payments thereafter shall be reduced on a prospective basis (not to less than 0) in an annualized the amount equal to of cash compensation received by you during the Employee’s Base Salary, at remainder of such applicable severance period; and (vi) the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments Company shall be paid in accordance with responsible for all costs relating to maintaining your Health Care Coverage for you and your dependents under COBRA for the Company’s customary payroll practicesshorter of eighteen (18) months or for so long as allowed by law; provided, commencing on the first regular payroll date on or following however, that such termination of employment and the first payment Health Care Coverage shall include the cumulative amount of terminate upon your obtaining comparable Health Care Coverage from a future employer (after taking into account any payments that would have already accrued following the termination of the Employment Periodwaiting periods for such coverage to become effective).

Termination Without Cause or for Good Reason. If 2.1 Other than as set forth in Section 3 below, if the Employee’s employment is terminated by with the Company without Cause pursuant to Section 4(d) or by Employee for Good Reason pursuant to Section 4(e), Employee shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following: (i) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior due to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause Disability, or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; andCompany shall: (va) subject continue to Employee’s compliance with Section 5 hereof, payments for pay the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate Employee his base salary in effect immediately prior on the date of termination, to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practicespractices as are established or modified from time to time for the period of time (the “Severance Period”) until the earlier of (x) the date twelve (12) months following the date of termination, commencing or (y) the date on which the Employee commences employment or a consulting relationship with substantially equivalent compensation; (b) pay to the Employee (i) on the first regular payroll date on of termination, any base salary earned but not paid and any vacation accrued but not used through the date of termination, and (ii) within thirty (30) days after the date of termination, any reimbursable business expenses incurred by the Employee through the date of termination pursuant to any expense reimbursement policies of the Company then in effect; and (c) to the extent the Employee and any qualified beneficiary with respect to such Employee elects continuation of health benefit coverage under Section 4980B (“COBRA”) of the Internal Revenue Code of 1986, as amended (the “Code”), and continues to be eligible for such benefits, the Company shall provide payments to the Employee for such benefits equal to the amount contributed for active employees with similar benefits and similar participating beneficiaries until the earlier of (x) the Severance Period, or following such (y) the date the Employee becomes eligible for group health coverage through another employer. 2.2 Except for the payments under Section 2(b) (which are not contingent upon the Employee’s execution of a release of claims), the payments and benefits to the Employee under this Section 2 shall (i) be contingent upon the execution and non-revocation by the Employee of a general release of claims in favor of the Company, in the form provided by the Company at the time of the Employee’s termination of employment and (the first payment shall include the cumulative amount of any payments that would have already accrued “Release”) within sixty (60) days following the date of termination (the “Release Period”); provided that if the Release does not become effective during the Release Period, the payments and benefits described in Sections 2.1(a) and 2.1(c) of this Agreement that commenced following the date of termination shall cease following the Release Period and (ii) constitute the sole remedy of the Employee in the event of a termination of the Employment PeriodEmployee’s employment in the circumstances set forth in this Section 2. 2.3 Notwithstanding anything herein to the contrary, all benefits under this Section 2 shall terminate immediately if the Employee, at any time, violates any proprietary information, assignment of inventions agreement, confidentiality, non-competition or non-solicitation obligation to the Company, or any other continuing obligation to the Company.

Termination Without Cause or for Good Reason. If The Bank may terminate this Agreement at any time and without “Cause” (as defined below) by giving Employee sixty (60) days written notice of the Bank’s intent to terminate this Agreement. The 60th day after Notice of Termination shall be deemed Employee’s Separation Date. This Agreement may also be terminated by Employee for “Good Reason” (as defined below) by giving written notice to Employer in reasonable detail of the basis for “Good Reason” within thirty (30) days of the first date on which Employer has knowledge of such conduct and providing Employer at least thirty (30) days following the date on which notice is provided to cure such conduct. Failing such cure, the end of the cure period shall be deemed Employee’s Separation Date. In the event Employee’s employment is terminated by the Company without Cause Bank or Employee pursuant to Section 4(d) or by Employee for Good Reason pursuant to Section 4(e)this Section, Employee shall be entitled to receivepaid all accrued salary, accrued but unused vacation, and reimbursement expenses for which expense reports have been provided to the CompanyBank, or which are provided to the Bank prior to the Separation Date, in accordance with the Bank’s sole obligation policies and this Agreement. In addition to Employee thereafter under this Agreement shall be to pay or provide to Employeethe foregoing amounts, the following: (i) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause Bank or Employee pursuant to this Section, and subject to (A) Employee’s continued employment through, and termination of employment on, the Separation Date; (B) Employee’s continued loyalty to the Bank, which includes, but is not limited to, Employee or any outside third party, operating under the direction of Employee, refraining from any announcements to anyone inside or outside the Bank that the Employee is leaving the Bank; and (C) Employee’s execution and non-revocation of a general release of all claims in the form attached hereto as Exhibit A (the “Release”), which Release becomes irrevocable within sixty (60) days following the Separation Date or such earlier deadline provided by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar yearBank, then Employee shall will be entitled to receive receipt of the Incentive Bonusfollowing Severance Package: 1. A Severance Payment equivalent to one (1) times the Employee’s highest Annual Compensation for services (“Annual Compensation”, if any, for such calendar yearas defined as Total Compensation as reported in Employer’s previous years’ proxy statements), which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; (iv) if Employee has earned during Employee’s employment is terminated by with the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”)Bank. The Severance Payments Payment shall be paid out in equal increments on regularly scheduled pay days for a period of 12 months following the Separation Date, provided that any payments delayed pending the effectiveness of the Release shall be accumulated and paid in a lump sum on the next pay day following the effectiveness of the Release, with any remaining payments due paid in accordance with the Company’s customary payroll practicesschedule otherwise provided herein. Such payments will cease, commencing on however, if Employee fails to comply with the first regular payroll date on provisions of Part VIII of this Agreement. 2. Payment of all awards of benefit plans and incentive and retention programs in accordance with the terms of those plans and programs, including applicable vesting and forfeiture provisions. Any such payment or following distribution from a nonqualified deferred compensation plan shall be governed by the terms of such termination plan relating to the timing of employment and the first payment distributions. “Good Reason” for purposes of this Agreement shall include the cumulative amount be defined as a material breach by Employer of any payments that would have already accrued following the termination of the Employment Periodcovenants in this Agreement, any material reduction in Employee’s annual base salary or annual discretionary incentive bonus opportunity, any material and adverse change in Employee’s position, title or reporting lines or any change in Employee’s job duties, authority or responsibilities to those of lesser status, or a material change in the geographic location of Employer’s headquarters, which shall mean the relocation of the Employer’s headquarters to a location that is more than 50 miles from its current location, in each case, without Employee’s consent.

Termination Without Cause or for Good Reason. (a) If Employee’s employment this Agreement is terminated by the Company without other than for Cause pursuant to (as defined in Section 4(d4.4 hereof) or by Employee as a result of Executive’s death or Permanent Disability (as defined in Section 0 hereof), or if Executive terminates his employment for Good Reason pursuant (as defined in Section 0 hereof) prior to Section 4(e)the Expiration Date, Employee Executive shall be entitled to receive, and receive or commence receiving as soon as practicable in accordance with the Company’s sole obligation to Employee thereafter under terms of this Agreement shall be to pay or provide to Employee, the followingAgreement: (i) a severance payment (the Accrued Obligations“Severance Payment”), which amount shall be paid in a cash lump sum within ten (10) days of the date of termination, in an amount equal to the higher of the aggregate amount of the Executive’s Base Salary for the then remaining term of this Agreement or twelve times the average monthly Base Salary paid or accrued during the three full calendar months immediately preceding such termination; (ii) expense compensation, which shall be paid in a lump sum payment within ten (10) days of the Separate Obligationsdate of termination, in an amount equal to the higher of the aggregate amount of the sum of average monthly cost during the three full months immediately preceding such termination of Consultant’s reimbursed expenses set forth in Section 1.7 for the then remaining term of this Agreement or twelve times the sum of average monthly cost during the three full months immediately preceding such termination of Consultant’s reimbursed expenses set forth in Section 1.7; (iii) if Employee worked a full calendar year immediate vesting of all unvested stock options and her employment is terminated the extension of the exercise period of such options to the later of the longest period permitted by the Company without Cause Company’s stock option plans or by ten years following the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this AgreementTermination Date; (iv) if Employee’s employment is terminated by payment in respect of compensation earned but not yet paid (the Company without Cause or by the Employee for Good Reason, then Employee “Compensation Payment”) which amount shall be entitled to receive paid in a pro-rated Incentive Bonus, if any, for cash lump sum within ten (10) days of the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) date of this Agreementtermination; and (v) subject to Employee’s compliance with Section 5 hereof, payments payment of the cost of comprehensive medical insurance for Executive for the duration greater of the Restriction Period then remaining term of this Agreement or for a period of twelve months following the termination. (as defined in Section 5(cb) below) in an annualized amount equal to the Employee’s Base SalaryFor purposes of this Agreement, at the rate in effect immediately prior to the termination of Employee’s employment over the duration “Good Reason” shall mean any of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Companyfollowing (without Executive’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment Period.express prior written consent):

Termination Without Cause or for Good Reason. If Employeethe Executive’s employment is terminated by the Company without is terminated (x) by the Company other than for Cause pursuant to Section 4(d6(c) or hereof, (y) by Employee the Executive for Good Reason pursuant or (z) upon the expiration of the Employment Term due to Section 4(ea Non-Renewal by the Company (collectively, a “Qualifying Termination”), Employee the Company shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the Executive with the following: (i) the Accrued ObligationsBenefits; (ii) subject to the Separate Obligations;Executive’s not engaging in a Material Covenant Violation or a material breach of Section 11 hereof that is not cured within fifteen (15) days of written notice from the Board (a “Material Cooperation Violation”), the Executive shall be entitled to an amount equal to one and one-half (1.5) multiplied by the sum of the Executive’s Base Salary and Target Bonus for the year of termination (the “Severance Amount”), paid in equal monthly installments for a period of eighteen (18) months following such termination; provided that to the extent that the payment of any amount constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, any such payment scheduled to occur during the first sixty (60) days following the termination of employment shall not be paid until the sixtieth (60th) day following such termination and shall include payment of any amount that was otherwise scheduled to be paid prior thereto; and (iii) subject to (A) the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), (B) the Executive’s continued copayment of premiums at the same level and cost to the Executive as if Employee worked the Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), and (C) the Executive’s not engaging in a full calendar year Material Covenant Violation or a Material Cooperation Violation, continued participation in the Company’s group health plan (to the extent permitted under applicable law) which covers the Executive (and her his eligible dependents) for a period of eighteen (18) months following such termination, provided that if the Company’s group health plan is self-insured, the Company will report to the appropriate tax authorities taxable income to the Executive equal to the portion of the deemed cost of such participation (based on applicable COBRA rates) not paid by the Executive; and provided, further, that in the event that the Executive obtains other employment is terminated that offers group health benefits, such continuation of coverage by the Company without Cause under this Section 7(d)(iii) shall immediately cease. Payments and benefits provided in this Section 7(d) shall be in lieu of any termination or by severance payments or benefits for which the Employee for Good Reason after the end of such calendar year but prior to the payment Executive may be eligible under any of the Incentive Bonus for such calendar yearplans, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) policies or programs of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or by under the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) Worker Adjustment Retraining Notification Act of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on 1988 or following such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment Periodsimilar state statute or regulation.

Termination Without Cause or for Good Reason. If In the event that the Term and Employee’s employment hereunder is terminated by the Company Employer without Cause or by Employee for Good Reason, in each case, prior to December 31, 2023, Employee shall be entitled to receive (a) accrued and unpaid Base Salary or Annual Bonus earned but not yet paid as of the date of termination of employment, which shall be paid in a lump sum within thirty (30) days after the date of Employee’s termination of employment, or otherwise required by applicable law or, in respect of the Annual Bonus, on the scheduled payment date in accordance with Subsection 3.2, (b) payment equal to the Target Bonus for the calendar year in which termination occurs, payable on the scheduled payment date for the Target Bonus in accordance with Subsection 3.2 as if Employee had remained employed through the payment date of such Target Bonus (the “Bonus Continuation”), (c) continued payment of the Base Salary in effect as of the date of Employee’s termination of employment, payable by Employer in equal installments as if Employee had remained employed through the later of (i) December 31, 2023, and (ii) the first anniversary of the date of termination (the “Continuation Payments” and such period, the “Continuation Period”) and (d) accelerated vesting of the portion of (i) the Annual Equity Award subject to time-based vesting and (ii) the Post-IPO Supplemental Equity Award, in each case (i) and (ii), that remains unvested as of the date of termination (the “Equity Award Acceleration”). Notwithstanding anything in this Agreement to the contrary, the Continuation Payments and any right to the Bonus Continuation shall immediately cease (and Employee shall forfeit the portion of the Annual Equity Award and Post-IPO Supplemental Equity Award subject to the Equity Award Acceleration and any equity received in respect thereof (and refund all proceeds received in respect of such equity through sale thereof or otherwise)) in the event that Employee breaches any of the covenants set forth in Sections 7 or 8 of this Agreement or any restrictive covenants then- applicable to Employee. In order to receive the Continuation Payments, the Bonus Continuation and the Equity Award Acceleration, Employee must first execute and deliver a release of claims in the form attached hereto as Exhibit A (the “Release”), that has become effective in accordance with its terms (including the expiration of any applicable revocation period contained therein or required by applicable law) within sixty (60) days after the date of termination of Employee’s employment (such 60-day period, the “Release Period”). The Continuation Payments shall be paid ratably in monthly installments over the Continuation Period with the first such installment to be paid no later than ten (10) days following the date on which the Release becomes effective and irrevocable (which installment shall include any installment of the Continuation Payments that would have been paid to Employee prior to such date absent the requirement to execute the Release); provided, that, if the Release Period spans two calendar years, then the first installment of the Continuation Payments (which installment shall include any installment of the Continuation Payments that would have been paid to Employee prior to such date absent this proviso) will be paid on the first business day of the second calendar year if such date is later than the date on which such installment would otherwise have been paid pursuant to Section 4(dthis Subsection 4.6 absent this proviso. Notwithstanding anything to the contrary in the Annual Equity Award Agreements and Post-IPO Supplemental Equity Award Agreements, (i) the portion of the Annual Equity Award subject to time-based vesting and Post-IPO Supplemental Equity Award that, in each case, remains unvested as of the date of termination by Employer without Cause or by Employee for Good Reason pursuant shall remain outstanding and unvested and shall become vested (and be exercisable and/or settled) if and only if the Release becomes effective as described above and Employee is otherwise entitled hereunder, subject to compliance with Section 4(e), Employee shall be entitled to receive409A of the Code, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following: (i) the Accrued Obligations; (ii) if the Separate Obligations; (iii) if Employee worked a full calendar year Release does not become so effective, such portion shall be forfeited for no consideration immediately following the end of the Release Period. In the event of any termination of the Term and her Employee’s employment is terminated hereunder by the Company Employer without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance resign all positions held with the Company’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment PeriodEmployer Group.

Termination Without Cause or for Good Reason. If Employee’s In the event that your employment is terminated by with the Company without Cause pursuant to Section 4(d) or by Employee for Good Reason pursuant to Section 4(e), Employee shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following: (i) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee you for Good Reason after Reason, then (i) all options which have vested shall continue to be exercisable in accordance with the end terms of such calendar year the Company's stock option plan and applicable legal requirements; (ii) all payments of Base Salary and bonuses accrued but prior unpaid on the date of termination, as well as all expenses incurred to the payment date of the Incentive Bonus for such calendar yeartermination, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable to you immediately; (iii) subject to the provisions of Section 4 hereof, your unvested options shall continue to vest, on a monthly basis, during the applicable nine (9) or twelve (12) month severance period described in accordance with Section 4(g)(v3(d)(iv) below, but such continuing vesting of this Agreement; your unvested options shall cease upon your obtaining new comparable employment during the applicable severance period; (iv) if Employee’s employment is terminated by the Company shall pay to you a severance payment, in monthly installments, equal to your Base Salary plus the lesser of your full annual target bonus for the then current calendar year (which shall be equal to twenty percent (20%) of your then current Base Salary) or the average of your actual annual bonuses for the previous two (2) calendar years, for a period of nine (9) months; provided, however, that in the event you are terminated as a result of a Change of Control (whether due to termination without Cause or by the Employee your termination for Good ReasonReason following a Change of Control), then Employee the amount of such severance payment shall be entitled to receive a pro-rated Incentive Bonustwelve (12) months' severance; provided, if anyfurther, for that in the calendar year event you obtain other employment during which their employment was terminatedthe applicable nine (9) or twelve (12) month severance period, which your severance payments thereafter shall be due reduced on a prospective basis (not to less than 0) in the amount of cash compensation received by you during the remainder of such applicable severance period; and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject the Company shall be responsible for all costs relating to Employee’s compliance with Section 5 hereof, payments maintaining your Health Care Coverage for you and your dependents under COBRA for the duration shorter of the Restriction Period eighteen (18) months or for so long as defined in Section 5(c) below) in an annualized amount equal allowed by law; provided, however, that such Health Care Coverage shall terminate upon your obtaining comparable Health Care Coverage from a future employer (after taking into account any waiting periods for such coverage to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”become effective). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment Period.

Termination Without Cause or for Good Reason. If EmployeeIn the event of the Executive’s termination of employment is terminated by the Company without Cause pursuant to Section 4(d4(a)(iv) or by Employee the Executive’s resignation for Good Reason pursuant to Section 4(e4(a)(v), Employee shall be entitled in addition to receive, the payments and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employeebenefits described in Section 5(a) above, the following:Company shall, subject to Section 22 and Section 5(d) and subject to the Executive’s execution and non-revocation of a waiver and release of claims agreement in substantially the form attached hereto as Exhibit A, in accordance with Section 22(c) (a “Release”): (i) Except as provided in Section 5(b)(iv) below with respect to a termination of employment in connection with a Change in Control, during the Accrued Obligations; period beginning on the Date of Termination and ending on the first (ii1st) anniversary of the Separate Obligations; Date of Termination (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior “Severance Period”), pay to the payment of Executive an amount (the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v“Severance Payment”) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s sum of (A) his Annual Base Salary, at Salary and (B) his target Annual Bonus for the rate year in effect immediately prior to which the termination Date of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”)Termination occurs. The Severance Payments shall Payment shall, subject to Section 22 and Section 5(d), be paid to the Executive in equal installments over the Severance Period, in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on or following practice as of the Date of Termination; (ii) Pay to the Executive an amount equal to the product of (A) the amount of the Annual Bonus payable to the Executive in respect of the fiscal year immediately preceding the year in which the Date of Termination occurs and (B) the ratio of (x) the number of days elapsed during the fiscal year during which such termination of employment occurs on or prior to the Date of Termination, to (y) 365 (the “Pro Rata Bonus”). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 22 and Section 5(d), be paid to the Executive in equal installments over the Severance Period, in accordance with the Company’s regular payroll practices as of the Date of Termination; and (iii) Provide the Executive, the Executive’s spouse and the first payment Executive’s eligible dependents, during the Severance Period, with access to continued coverage in all group health plans in which the Executive participated as of the last day of the Executive’s employment with the Company upon terms substantially identical to those in effect on such last day of employment (“Continued Coverage”); provided that if such Continued Coverage would result in penalties under Section 4980D of the Code then the Company may in its sole discretion provide that (A) the Executive shall include pay to the cumulative Company, on an after-tax basis, a monthly amount equal to the full premium cost of the Continued Coverage (determined in accordance with the methodology under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended) for such month and (B) within thirty (30) days of such premium payment, the Company shall reimburse the Executive in cash (less required withholding) an amount equal to the sum of (1) the excess of (x) the full premium cost of the Continued Coverage for such month over (y) any payments premium amount that would have already accrued been payable by the Executive if the Executive had been actively employed by the Company for such month and (2) an additional tax “gross up” payment to cover all estimated applicable local, state and federal income and payroll taxes imposed on the Executive with respect to the Continued Coverage. (iv) Notwithstanding anything to the contrary in this Section 5(b), if such termination of employment occurs within the twelve (12)-month period immediately following a Change in Control (and such Change in Control constitutes a “change in control event” as defined in Treasury Regulations Section 1.409A-3(i)(5)), then, in lieu of the foregoing payments set forth in this Sections 5(b)(i) and 5(b)(ii), the Company shall (A) pay in a lump sum to the Executive, within fifteen (15) days following the termination date the Release becomes effective, an amount equal to the sum of (x) 200% of the Employment Periodamount of the Severance Payment and (y) the amount of the Pro Rata Bonus, and (B) provide Continued Coverage to the Executive, the Executive’s spouse and the Executive’s eligible dependents in accordance with Section 5(b)(iii).

Termination Without Cause or for Good Reason. If Employee’s (a) If, before the last day of the Term, (i) the Company terminates the Executive's employment other than for Cause, (ii) the Executive terminates his employment for Good Reason (as defined below), or (iii) his employment is terminated by the Company without Cause pursuant to Section 4(d) or by Employee for Good Reason pursuant to Section 4(e)4.3 below, Employee the Executive shall be entitled paid an immediate lump sum cash payment equal to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the followingsum of: (i) the Accrued Obligations;unpaid Base Salary to which he would have been entitled for the remainder of the Term (based upon the Base Salary in effect on the date of termination); plus (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior an amount equal to the payment product of the Incentive Bonus number of years and fractional years for such calendar yearthe remainder of the Term multiplied by fifty percent (50%) of the amount of the annual Base Salary in effect as of the date of termination. In addition to the foregoing, then Employee the Executive shall be entitled to receive the Incentive BonusBonus to which he would have been entitled in each year for the remainder of the Term, if any, for such calendar year, which provided that the amount of the Bonus and the time it shall be due and payable in accordance with paid to the Executive shall be determined pursuant to Section 4(g)(v) 2.2 of this Agreement;. (ivb) if Employee’s The following events or circumstances shall constitute “Good Reason,” entitling the Executive to terminate his employment in the manner set forth above: (i) the assignment to the Executive of any duties materially inconsistent with the Executive's position (including status, offices, and reporting requirements), authority, duties or responsibilities as contemplated by Article I of this Agreement or any other material breach of this Agreement by the Company, excluding for this purpose any action not taken in bad faith and which is terminated remedied by the Company without Cause or within ten (10) days after receipt of notice thereof given by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this AgreementExecutive; and (vii) subject any failure by the Company, in any respect, to Employee’s compliance comply with Section 5 hereof, payments for the duration any of the Restriction Period compensation or benefits provisions of this Agreement, other than a failure not occurring in bad faith and which is remedied by the Company within ten (as defined in Section 5(c10) below) in an annualized amount equal to days after receipt of notice thereof given by the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment PeriodExecutive.

Termination Without Cause or for Good Reason. If Stealth expressly reserves the right to terminate the employment of the Employee hereunder other than for Cause (as defined in Section 7(c) below) and other than as provided in Sections 7(d) and 7(e) below, provided Stealth shall have given Employee not less than thirty (30) days prior written notice of such termination; and the Employee expressly reserves the right to terminate his employment hereunder for Good Reason (as defined below in this Section 7(a)) or without Good Reason. In the event that the Employee’s employment is shall have been so terminated by the Company without Stealth other than for Cause and other than for disability or death pursuant to Section 4(d7(d) or by 7(e) below, or in the event the Employee terminates his employment hereunder for Good Reason pursuant to Section 4(e)Reason, the Employee shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following: (i) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, his base salary at the rate in effect immediately on the date of such termination of employment, until the second anniversary of the Commencement Date, payable in regular and substantially equal installments in accordance with Stealth’s normal schedule for the payment of executive salaries; provided, however, that notwithstanding the foregoing, all such payments of his base salary in respect of the period of six (6) months and one (1) day after the date of such termination (or until the earlier death of the Employee), shall be accumulated by Stealth and not paid to the Employee (or his estate) until the expiration of such period, at which time such unpaid payments shall be paid to the Employee (or his estate) in a lump sum (and the regular periodic payment of his base salary shall re-commence as provided in this subparagraph (i)); plus (ii) his cash bonus in respect of each of the First Bonus Period and the Second Bonus Period, which shall be determined and paid in the manner provided in Sections 4(b) and 4(c) hereof irrespective of such employment termination; provided that, notwithstanding the foregoing, each such cash bonus payment shall be made on the later to occur of (A) June 30, of the calendar year in which the last day of the applicable Bonus Period shall fall, and (B) the date which shall be six (6) months and one (1) day after the date of such termination (or the date of the earlier death of the Employee), (such later date being hereinafter referred to as the “Bonus Payment Date”); and provided further that if the amount of the cash bonus in respect of a Bonus Period shall not be agreed to by the parties or finally determined by the Bonus Payment Date, Stealth shall make payment to the Employee (or his estate) on the Bonus Payment Date of that amount of the bonus payment in respect of such Bonus Period as to which the parties are not in dispute, and the remainder of such bonus payment, if any, shall be paid when it shall be agreed upon or finally determined, but not later than December 31, of the calendar year in which the last day of the applicable Bonus Period shall fall; plus (iii) all other benefits provided for in this Agreement until the second anniversary of the Commencement Date; provided, however that the Employee shall not be entitled to receive any benefit which shall be deemed to constitute “non-qualified deferred compensation” as defined in Section 409A of the Code until the expiration of a period of six (6) months and one (1) day after the date of such termination (or until the date of the earlier death of the Employee), in which case the provision of such benefits, if periodic in nature, shall extend from the date of the expiration of such period until the expiration of a like period following the second anniversary of the Commencement Date; and the Options that have vested prior to such termination shall remain vested and exercisable irrespective of such employment termination. In the termination of event that the Employee’s employment over shall have been terminated by Stealth other than for Cause and other than for disability or death pursuant to Section 7(d) or 7(c) below, then the duration of the Restriction Period, the “Severance Payments”). The Severance Payments Options that were not previously vested shall be paid in accordance with the Company’s customary payroll practices, commencing automatically become fully vested on the first regular payroll date on or following immediately preceding the date of such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment Periodtermination.

Termination Without Cause or for Good Reason. If EmployeeExecutive’s employment by the Company is terminated by the Company without other than for Cause pursuant to Section 4(d(other than a termination for Disability) or by Employee Executive for Good Reason pursuant Reason, the Company shall pay or provide Executive with (i) Accrued Amounts; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive’s Annual Bonus for the performance year in which Executive’s termination occurs at the time that annual bonuses are paid to Section 4(e)other senior executives; provided that the Board determines in good faith that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of six (6) months from the date of termination, Employee subject to the mitigation provisions set forth below; and (iv) subject to Executive’s continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive’s continued employment) in effect on the date of termination. If at any time after Executive’s termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall be entitled to receive, immediately notify the Company of such event and the Company’s sole obligation to Employee thereafter under this Agreement continue to make such payments to Executive shall be to pay or provide to Employee, the following: (i) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated reduced by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the first payment shall include the cumulative gross amount of any such payments that would have already accrued following and the termination obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Employment Period.Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such

Termination Without Cause or for Good Reason. (i) If Employeethe Executive’s employment is terminated by Intervoice for any reason other than death, Inability to Perform, or Cause, or is terminated by the Company without Cause pursuant to Section 4(d) or by Employee Executive for Good Reason pursuant Reason, Intervoice will continue to Section 4(epay to the Executive, at the time and in the manner provided in Paragraph 7(e)(ii), Employee shall be entitled his Base Salary for 18 months from the Employment Termination Date if, within 60 days after the Employment Termination Date, the Executive has signed a general release agreement in a form acceptable to receive, Intervoice and the CompanyExecutive does not revoke such an agreement; provided, however, that Intervoice’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the followingParagraph 7(e) is limited as follows: (iA) If, in the reasonable judgment of Intervoice, the Executive engages in any conduct that violates Paragraph 8 or engages in any of the Restricted Activities described in Paragraph 9, Intervoice’s obligation to make payments to the Executive under this Paragraph 7(e), if any such obligation remains, shall end as of the date Intervoice so notifies the Executive in writing; and (B) if the Executive is arrested or indicted for any felony, other criminal offense punishable by imprisonment or jail term of one year or more, or any violation of federal or state securities laws, or has any civil enforcement action brought against him by any regulatory agency, for actions or omissions related to his employment with Intervoice or any of its Affiliates, or if Intervoice reasonably believes that the Executive has committed any act or omission that would have entitled Intervoice to terminate his employment for Cause, whether such act or omission was committed during his employment with Intervoice or any of its Affiliates or thereafter, Intervoice may suspend any payments remaining under this Paragraph 7(e) until the final resolution of such criminal or civil proceedings or until such earlier date on which the Board has made a final determination as to whether the Executive committed such an act or omission. If the Executive is found guilty or enters into a plea agreement, consent decree, or similar arrangement with respect to any such criminal or civil proceedings, or if the Board determines that the Executive has committed such an act or omission, (1) Intervoice’s obligation to provide the payments set out in this Paragraph 7(e) shall immediately end, and (2) the Accrued Obligations;Executive shall repay to Intervoice any amounts paid to him pursuant to this Paragraph 7(e) within 30 days after a written request to do so by Intervoice. If any such criminal or civil proceedings do not result in a finding of guilt or the entry of a plea agreement or consent decree or similar arrangement, or the Board determines that the Executive has not committed such an act or omission, Intervoice shall pay to the Executive any payments that it has suspended, with interest on such suspended payments at its cost of funds, and shall make any remaining payments due under this Paragraph 7(e). (ii) The Base Salary payments provided for under this Paragraph 7(e) shall be paid at the Separate Obligations; (iii) if Employee worked a full calendar year time and her in the manner such Base Salary would have been paid had there been no termination of employment unless such payments may not be begun before the date that is terminated by the Company without Cause or by the Employee for Good Reason six months after the end of such calendar year but prior to the payment date of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive BonusExecutive’s separation from service (or, if anyearlier, for such calendar year, which shall be due and payable the date of death of the Executive) as provided in accordance with Section 4(g)(v409A(a)(2) of this Agreement; the Internal Revenue Code of 1986, as amended (ivthe “Code”) if Employee’s employment is terminated by in order to meet the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with requirements of Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration 409A of the Restriction Period (Code, as defined determined by Intervoice in Section 5(c) below) its sole judgment, in an annualized amount equal to which case the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration sum of the Restriction Period, the “Severance Payments”). The Severance Payments payments that otherwise would have been made during such six-month period shall be paid in accordance with a single lump-sum payment as soon as administratively practicable following the Companydate that is six months after the date of the Executive’s customary payroll practicesseparation from service (or, commencing on if earlier, the first regular payroll date on or following of death of the Executive) and any remaining payments provided for under this Paragraph 7(e) shall be paid at the time and in the manner such Base Salary would have been paid had there been no termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment Periodemployment.

Termination Without Cause or for Good Reason. If In the event that the Term and Employee’s employment hereunder is terminated by the Company Employer without Cause or by Employee for Good Reason, in each case, prior to December 31, 2023, Employee shall be entitled to receive (a) accrued and unpaid Base Salary or Annual Bonus earned but not yet paid as of the date of termination of employment, which shall be paid in a lump sum within thirty (30) days after the date of Employee’s termination of employment, or otherwise required by applicable law, or, in respect of the Annual Bonus, on the scheduled payment date in accordance with Subsection 3.2, (b) payment equal to the Target Bonus for the calendar year in which termination occurs, payable on the scheduled payment date for the Target Bonus in accordance with Subsection 3.2 as if Employee had remained employed through the payment date of such Target Bonus (the “Bonus Continuation”), (c) continued payment of the Base Salary in effect as of the date of Employee’s termination of employment, payable by Employer in equal installments as if Employee had remained employed through the later of (i) December 31, 2023, and (ii) the first anniversary of the date of termination (the “Continuation Payments” and such period, the “Continuation Period”) and (d) accelerated vesting of the portion of (i) the Annual Equity Award subject to time-based vesting, (ii) the IPO Equity Award, and (iii) the Post-IPO Supplemental Equity Award, in each case (i), (ii) and (iii), that remains unvested as of the date of termination (the “Equity Award Acceleration”). Notwithstanding anything in this Agreement to the contrary, the Continuation Payments and any right to the Bonus Continuation shall immediately cease (and Employee shall forfeit the portion of the Annual Equity Award, IPO Equity Award and Post-IPO Supplemental Equity Award subject to the Equity Award Acceleration and any equity received in respect thereof (and refund all proceeds received in respect of such equity through sale thereof or otherwise)) in the event that Employee breaches any of the covenants set forth in Sections 7 or 8 of this Agreement or any restrictive covenants then-applicable to Employee. In order to receive the Continuation Payments, the Bonus Continuation and the Equity Award Acceleration, Employee must first execute and deliver a release of claims in the form attached hereto as Exhibit A (the “Release”), that has become effective in accordance with its terms (including the expiration of any applicable revocation period contained therein or required by applicable law) within sixty (60) days after the date of termination of Employee’s employment (such 60-day period, the “Release Period”). The Continuation Payments shall be paid ratably in monthly installments over the Continuation Period with the first such installment to be paid no later than ten (10) days following the date on which the Release becomes effective and irrevocable (which installment shall include any installment of the Continuation Payments that would have been paid to Employee prior to such date absent the requirement to execute the Release); provided, that, if the Release Period spans two calendar years, then the first installment of the Continuation Payments (which installment shall include any installment of the Continuation Payments that would have been paid to Employee prior to such date absent this proviso) will be paid on the first business day of the second calendar year if such date is later than the date on which such installment would otherwise have been paid pursuant to Section 4(dthis Subsection 4.6 absent this proviso. Notwithstanding anything to the contrary in the Annual Equity Award Agreements, IPO Equity Award Agreements or the Post-IPO Supplemental Equity Award Agreements, (i) the portion of the Annual Equity Award subject to time-based vesting, IPO Equity Award and Post-IPO Supplemental Equity Award that, in each case, remains unvested as of the date of termination by Employer without Cause or by Employee for Good Reason pursuant shall remain outstanding and unvested and shall become vested (and be exercisable and/or settled) if and only if the Release becomes effective as described above and Employee is otherwise entitled hereunder, subject to compliance with Section 4(e), Employee shall be entitled to receive409A of the Code, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following: (i) the Accrued Obligations; (ii) if the Separate Obligations; (iii) if Employee worked a full calendar year Release does not become so effective, such portion shall be forfeited for no consideration immediately following the end of the Release Period. In the event of any termination of the Term and her Employee’s employment is terminated hereunder by the Company Employer without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance resign all positions held with the Company’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment PeriodEmployer Group.

Termination Without Cause or for Good Reason. If Employee’s (i) In the event that the Executive's employment is terminated by the Company without Cause pursuant Cause, as defined in Section 8(b) of this Agreement, or the Executive shall resign for "Good Reason," as defined in Section 8(d)(ii) of this Agreement, then, to Section 4(dthe extent provided below, the Company shall: (1) pay the Executive in lieu of other damages, except as specifically provided herein, an amount equal to the greater of one years' Base Salary at the then current amount or by Employee for Good Reason pursuant to Section 4(e), Employee the Base Salary payable during the balance of the Term of this Agreement. Such amounts shall be entitled payable in installments equal to receiveinstallments of Base Salary then payable to Executive as provided herein until such amount is paid in full. During such period of payments, and the Company’s sole obligation to Employee thereafter under restrictions contained in Section 11(a)(i) of this Agreement shall be applicable to pay Executive, except that Executive may accept employment he might not otherwise accept under Section 11(a)(i) of this Agreement, in which event payment of salary received from such other employment shall be deducted from payments made hereunder; and (2) maintain in full force and effect, for the continued benefit of the Executive for a period of six (6) months after termination or provide for the balance of the Term, whichever is greater, all employee benefit plans and programs, except option plans and except bonus plans to Employeethe extent the Executive is not employed by the Company for all or a portion of the period of measurement for the bonus, in which the Executive was entitled to participate immediately prior to the Executive's discharge or resignation, provided that the Executive's continued participation is possible under the general terms and provisions of such benefit plans and programs, and provided further that any Options unvested and unexercisable at the date of termination shall then become vested and exercisable. In the event that the Executive's participation in any such benefit plan or program is barred, the following: (i) Company shall arrange to provide the Accrued Obligations;Executive with benefits substantially similar to those which the Executive is entitled to receive under such plans and programs. At the end of the period of coverage, the Executive shall have the option to have assigned to him at no cost and with no apportionment of prepaid premiums any assignable insurance policy owned by the Company which relates specifically to the Executive. At the Company's expense, the Executive may elect at any time during the period that he is receiving payments on account of his termination of employment to use the services of an outplacement firm of his choice. (ii) For purposes of this Section 8(d), "Good Reason" shall mean the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated failure by the Company without Cause or by to comply with the Employee material provisions of this Agreement which failure is not cured within thirty (30) days after notice. Notwithstanding the foregoing, the Executive shall not be deemed to terminate this Agreement for Good Reason unless and until the Company has received five (5) days prior written notice of termination ("Notice of Termination for Good Reason"). In the event the Company does not dispute such termination within thirty (30) days after the end receipt of such calendar year but prior Notice of Termination for Good Reason, the Company shall not have the remedies provided pursuant to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v8(e) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment Period.

Termination Without Cause or for Good Reason. If In the event that the Term and Employee’s employment hereunder is terminated by the Company Employer without Cause pursuant to Section 4(d) or by Employee for Good Reason pursuant to Section 4(e)Reason, Employee shall be entitled to receivereceive (a) accrued and unpaid Base Salary through the date of termination of employment, and (b) notwithstanding anything herein or in any bonus or incentive agreement, arrangement, plan, policy or program to the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employeecontrary, the following: (i) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated payment by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment Employer of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonusaggregate amount of unpaid Annual Bonuses, if anyapplicable, for such calendar yearin respect of any fiscal year preceding the fiscal year in which the termination of employment occurs, which shall be due and payable in accordance with Section 4(g)(v(c) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Target Bonus for the fiscal year in which the termination of employment occurs multiplied by a fraction, the numerator of which is the number of days that have elapsed from the commencement of the fiscal year in which such termination occurs through the date of such termination and the denominator of which is 365 (the “Bonus Severance”), (d) reimbursement, within thirty (30) days following submission by Employee to Employer of appropriate supporting documentation, for any unreimbursed business expenses properly incurred by Employee in accordance with Employer’s policy prior to the date of Employee’s termination of employment; provided claims for such reimbursement (accompanied by appropriate supporting documentation) are submitted to Employer within ninety (90) days following the date of Employee’s termination of employment, (e) all amounts and benefits then or thereafter due to Employee under the applicable terms of any applicable plan, program, award, agreement or arrangement (including any equity or equity-based plan, program, award, agreement or arrangement) of any member of the Employer Group in accordance with the terms and conditions of any such plan, program, award, agreement or arrangement, and (f) payment of an amount equal to the Base Salary, at payable by Employer as if Employee had remained employed through the rate in effect immediately prior to the termination of Employee’s employment over the duration remainder of the Restriction PeriodTerm (the “Salary Severance,” and collectively with the Bonus Severance, the “Severance Payments”). The Severance Payments Such amounts in clause 4.6(a) shall be paid in accordance with a lump sum within thirty (30) days after the Companydate of Employee’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the amounts in clause 4.6(b) shall be paid in a lump sum within thirty (30) days after the date of Employee’s termination other than with respect to any Annual Bonus in respect of the year immediately prior to the year in which the termination occurs, which Annual Bonus will be paid at such time as such Annual Bonus is otherwise paid to similarly situated senior executives, but in no event later than March 15 of the year of termination. In order to receive the Severance Payments, Employee must first execute and deliver a release of claims in the form attached hereto as Exhibit B (the “Mutual Release”) within sixty (60) days after the date of termination of Employee’s employment (such 60-day period, the “Release Period”), and must not revoke the Mutual Release within seven (7) days of signing it (the “Revocation Period”). Employer will also execute the Mutual Release within ten (10) days of receiving it, and return an executed original to Employee. The Bonus Severance shall be made in a lump sum cash payment within ten (10) days following the date on which Employee has executed (and not timely revoked) the Mutual Release but in no event later than March 15 of the calendar year following the calendar year in which the termination occurs (the “Severance Commencement Date”) and the Salary Severance shall be paid ratably in monthly installments over the twelve- (12-) month period following termination of employment with the first such installment to be paid no later than the Severance Commencement Date (which installment shall include any installment of the cumulative amount of any payments Salary Severance that would have already accrued following otherwise been paid to Employee prior to such date absent the requirement to execute the Mutual Release assuming for these purposes that installments are paid on the day of each month that corresponds to the date of termination) and the remaining installments to be paid during the remaining portion of such 12 month period on the day that corresponds to the date of termination with the final installment to be paid on the first anniversary of such termination date; provided, that, if the Release Period together with the Revocation Period spans across two calendar years, the Bonus Severance will be paid and the first installment of the Salary Severance will commence, in each case, on the first business day of the second calendar year if such date is later than the date on which such payment would otherwise have been made pursuant to this Subsection 4.6 absent this proviso and the first installment of the Salary Severance shall include any installment of the Salary Severance that would have otherwise been paid to Employee prior to such date absent this proviso (with any remaining installments paid on the day of each month that corresponds to the date of termination). Notwithstanding anything to the contrary, the Severance Payments shall immediately cease in the event that a duly appointed arbitrator determines that Employee has materially breached any of the covenants set forth in Sections 7 or 8 of this Agreement or Schedule E to the Award Agreement. In the event of any termination of the Employment PeriodTerm and Employee’s employment hereunder by Employer without Cause or by Employee for Good Reason, Employee shall be deemed to have resigned all positions held with the Employer Group as of the date of such termination of employment.

Termination Without Cause or for Good Reason. (a) If Employee(1) Executive’s employment is terminated by Company for any reason other than Cause or the Company without Cause pursuant to Section 4(ddeath or disability of Executive, or (2) or Executive’s employment is terminated by Employee Executive for Good Reason pursuant to Section 4(e), Employee shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following:(as defined herein): (i) Company shall pay Executive any amounts (including salary, bonuses, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the Accrued Obligationsdate of such termination, together with any payment in lieu of accrued but untaken holiday; (ii) Company shall pay Executive a lump sum amount equal to three times the Separate ObligationsBase Salary payable to him as of the date of such termination; (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee Executive shall be entitled to continue to receive the Incentive Bonus, medical benefits coverage (as described in Section 3.3) for Executive and Executive’s spouse and dependents (if any, ) at Company’s expense for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) a period of this Agreement36 months; (iv) if Employee’s employment is terminated by Anything to the Company without Cause contrary in any other agreement or by document notwithstanding, each outstanding equity incentive award granted to Executive before, on or within three years after the Employee for Good Reason, then Employee Commencement Date shall be entitled to receive a pro-rated Incentive Bonus, if any, for become immediately vested and exercisable on the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) date of this Agreementsuch termination; and (v) subject to Employee’s compliance with Section 5 hereofIn addition, payments if, for the duration of year in which Executive is terminated, Company achieves the Restriction Period (as defined performance goals established in Section 5(c) below) accordance with any incentive plan in which Executive participates, Company shall pay an annualized amount equal to the Employee’s Base Salarybonus that Executive would have received had he been employed by Company for the full year. (b) Upon making the payments described in this Section 4.4, at Company shall have no further obligation to Executive under this Agreement. To the rate in effect immediately prior extent that the payments to be made under this Section 4.4 are damages (which is not admitted), Company and Executive agree that the terms of this Section 4.4 represent a genuine pre-estimate of the loss to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing Executive that would arise on the first regular payroll date on or following such termination of employment hereunder in the circumstances described and the first payment shall include the cumulative amount does not constitute a penalty. Company waives any requirement on Executive to mitigate his losses in respect of any payments that would have already accrued following the termination of the Employment Periodsuch termination.

Termination Without Cause or for Good Reason. If the Employee’s employment by the Company is terminated on or after the Effective Date (x) by the Company without Cause pursuant to Section 4(d) (other than for death or by Employee for Good Reason pursuant to Section 4(eDisability), Employee shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following: (iy) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, the Company shall pay or provide the Employee with the CIC Accrued Benefits and, subject to the Employee’s compliance with the obligations in Sections 10, 11 and 12 hereof, the following, subject to the provisions of Section 24 hereof: (i) a lump sum payment equal to (x) three times the Employee’s then Employee shall be entitled to receive a pro-rated Incentive Bonuscurrent Annual Base Salary, if anyplus (y) three times the Employee’s average Annual Bonus paid over the prior three years (or over such lesser period in which the Annual Bonus was paid), for paid on the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) 60th day following the termination of this Agreementemployment; and (vii) subject to (A) the Employee’s compliance with Section 5 hereoftimely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, payments for as amended (“COBRA”), and (B) the duration Employee’s continued co-payment of premiums at the same level and cost to the Employee as if the Employee were an employee of the Restriction Period Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars) (the “active employee rate”), continued participation in the Company’s group health plan and life insurance plan (to the extent permitted under applicable law and the terms of such plan), which covers the Employee for a period of up to 12 months at the Company’s expense (other than as defined set forth in sub-section (B)), provided, that the Employee is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that the Employee obtains other employment that offers group health benefits, Company’s contribution to the coverage under this Section 5(c9(d)(ii) below) in an annualized amount equal shall immediately cease and thereafter shall be the sole responsibility of the Employee. Notwithstanding the foregoing, if the benefits under the Company’s group health plan will be taxable to the Employee, then in lieu of the Company’s Base Salarypayments for such continued participation, at the Company shall reimburse the Employee, subject to the terms herein, for his premiums for continued coverage under such plan in the amount that the cost of such coverage exceeds the active employee rate (as determined based on the Employee’s premium rate in effect immediately prior to on the date of termination). Payments and benefits provided in this Section 9(d)(ii) shall be in lieu of any termination of Employee’s employment over or severance payments or benefits for which the duration Employee may be eligible under any of the Restriction Periodplans, the “Severance Payments”). The Severance Payments shall be paid in accordance with policies or programs of the Company’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment Period.

Termination Without Cause or for Good Reason. If Employee’s employment is terminated by In addition to the payments provided for in Section 5(a), in the event that (i) the Company without terminates your employment other than for death, disability or Cause pursuant to Section 4(d) or by Employee you terminate your employment for Good Reason pursuant to Section 4(e); (ii) you comply fully with all of your obligations under all agreements between the Company and you; and (iii) you execute, Employee shall be entitled deliver to receivethe Company, within 60 days of the termination of your employment, and do not revoke a general release (in a form acceptable to the Company’s sole ) releasing and waiving any and all claims that you have or may have against the Company, its directors, officers, employees, agents, successors and assigns with respect to your employment (other than any obligation to Employee thereafter under this Agreement shall be to pay or provide to Employeeof the Company set forth herein which specifically survives the termination of your employment), the following: then (i) the Accrued Obligations; Company will provide you with 12 months of severance pay based on your then current Base Salary and (ii) all time-based stock options and other time-based equity awards you hold in which you would have vested if you had been employed for an additional 12 months following the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee for Good Reason after the end date of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s your employment over shall vest and become exercisable or nonforfeitable on the duration of date that the Restriction Period, the “Severance Payments”)release referred to above may no longer be revoked. The Severance Payments foregoing severance shall be paid in equal installments over the severance period in accordance with the Company’s customary usual payroll practicesschedule, commencing on the first regular payroll date on or that the release referred to above may no longer be revoked. This Section 5(b) shall not apply during the one year period following such termination a Change of employment and Control (as defined below) in which case Section 5(c) shall apply. Notwithstanding anything to the first payment shall include the cumulative amount of contrary herein, if any payments that would have already accrued following the termination of the Employment Periodpayments and benefits provided for in this Section 5(b) constitute non-qualified deferred compensation subject to Section 409A (as defined below) and, the sixty (60) day period in which you must execute the release begins in one calendar year and ends in another, the payments and benefits provided for in this Section 5(b) shall commence, be made or become effective in the later calendar year.

Termination Without Cause or for Good Reason. If Employeethe Executive’s employment is terminated by during the Company without Cause pursuant to Section 4(d) or by Employee for Good Reason pursuant to Section 4(e), Employee shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following: (i) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated Term by the Company without Cause or by the Employee Executive for Good Reason after Reason, then the end Company will pay the Executive (i) all accrued, but unpaid, wages based on the Executive’s then current Base Salary, through the termination date; (ii) all accrued, but unpaid, vacation through the termination date, based on the Executive’s then current Base Salary; (iii) all unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, with respect to reimbursements, to the extent not previously submitted, a request for reimbursement of such calendar business expenses is submitted in accordance with the Company’s policies by the Executive within ten (10) business days of the Executive’s termination date; (iv) any earned but unpaid bonus relating to the year but prior to the termination date; and (v) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior to the date of termination, a lump sum payment equal to eighteen (18) times (or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment of the Incentive above amounts shall be made by the Company within thirty (30) days of the Executive’s termination date, with the payment date determined by the Company in its sole discretion. In addition, the Company will pay the Executive separation payments equal, in the aggregate, to one and one-half times (1.5x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for such calendar yearthe two (2) year period prior to the date of termination of employment (if the termination of employment occurs prior to the date the Executive was eligible to earn two Bonuses, then Employee the average Bonus for the two (2) year period shall be entitled deemed to receive be the Incentive Bonus, if any, for such calendar year, which Executive’s target Bonus in the year of termination). Payment of the separation payments shall be due and payable made in equal installments over a period of eighteen (18) months from the date of termination, in accordance with the Company’s regular payroll practices; provided, that the first of such payments shall not be made unless and until the Executive has satisfied the conditions set forth in Section 4(g)(v7.6(i) and the release required thereby has become irrevocable within sixty (60) days following the date of this Agreement; termination; provided, further, that if such sixty (iv60) day period spans two calendar years, and any amounts payable during such sixty (60) day period constitute “nonqualified deferred compensation” for purposes of Code Section 409A, the first of such payments shall not commence before the first regular payroll payment date in the latter of the two calendar years. The first installment payment made pursuant to the preceding sentence shall include all amounts that would have been paid between the date of termination and such first payroll payment date had they been payable on the applicable payroll date. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, if Employeethe Executive’s employment is terminated during the Term by the Company without Cause or by the Employee Executive for Good Reason, then Employee the Executive shall be entitled to receive vest in a proprorated portion of his outstanding unvested equity-rated Incentive Bonusbased awards in the same manner and to the same extent (and at the same times) as if his employment had terminated due to death or Disability pursuant to Section 7.3. Except as set forth in this Section 7.4, if anySection 10.2(e) and Section 11, for the calendar year during Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue to be bound by Section 10 and all other post-termination obligations to which their employment was terminatedthe Executive is subject, which shall be due and payable including, but not limited to, the obligations contained in accordance with Section 4(g)(v) this Agreement that survive the expiration or earlier termination of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment Periodprovided herein.

Termination Without Cause or for Good Reason. (1) If the Employee’s 's employment with the Company and any Subsidiary is terminated involuntarily by the Company without Cause pursuant to Section 4(d(as defined in the Plan) or by Employee for Good Reason pursuant to Section 4(e), Employee shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following: (i) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee for Good Reason after (as defined in subsection (2) below), the end of such calendar year but Employee's Options shall continue to vest in accordance with the original vesting schedule set forth in this Agreement (just as if Employee had remained employed) and shall remain exercisable at any time prior to the payment expiration of the Incentive Bonus for such calendar yearterm of the Option. In the event of Employee's death after a termination covered by this subsection 5.2, then Employee the Options shall continue to vest and be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable exercisable in accordance with Section 4(g)(vthis subsection 5.2 as if Employee had lived and the Options shall be exercisable by the persons described in the Plan. (2) For purposes of this Option, a Good Reason for Termination by Employee of Employee's employment shall mean the occurrence (without the Employee's express written consent) of this Agreement;any one of the following acts by the Company, or failures by the Company to act, unless, in the case of any act or failure to act described in paragraphs (i), (iii), or (iv) below, such act or failure to act is corrected prior to the Employee's date of termination: (i) a material reduction in Employee's responsibilities at the Company; or (ii) the required relocation of Employee's employment to a location outside of the market area of the Company; or (iii) a material reduction in the levels of coverage of Employee under the Company's director and officer liability insurance policy or indemnification commitments; or (iv) if a substantial reduction in Employee’s employment is terminated 's base salary, a material reduction in his incentive compensation or the taking of any action by the Company without Cause which would, directly or indirectly, materially reduce any of the benefits provided to Employee under any of the Company's pension, deferred compensation, life insurance, medical, health and accident or disability plans in which Employee is participating. Employee's right to terminate employment for Good Reason shall not be affected by the Employee Employee's incapacity due to physical or mental illness, except for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (Disability as defined in Section 5(c) below) in an annualized amount equal the Plan. Employee's continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment Periodact constituting Good Reason hereunder.

Termination Without Cause or for Good Reason. If Employee’s employment is terminated by Subject to the Company without Cause pursuant to terms and conditions of this Section 4(d) or by Employee for Good Reason pursuant to Section 4(e)5, Employee shall be entitled to receive, and if the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following: (i) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment Employment Period is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar yearat any time, then Employee shall be entitled to receive receive, during the Incentive BonusSeverance Period, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at Salary payable in the rate same manner and in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, same installments as previously paid (the “Severance Payments”), and, except as set forth in this Section 5(a) or in Section 5(c), the Company’s obligation to make any other payments or provide any other benefits under this Agreement shall cease as of the Termination Date. The When used herein, the “Severance Period” means the period ending on the twelve (12)-month anniversary of the Termination Date. Employee shall forfeit the compensation and other benefits otherwise payable to Employee pursuant to this Section 5(a) unless, prior to the date on which the first payment would otherwise be payable pursuant to this Section 5(a) (and in any event within sixty (60) days after receipt of such Separation Document (as hereinafter defined)), Employee executes and delivers to the Company (and does not revoke or breach), a complete mutual release in favor of each member of the Company Group and their affiliates, and their respective equity holders, officers, managers, directors, employees, lenders, principals and attorneys, in a form reasonably acceptable to the Company (the “Separation Document”); provided, however, that if the sixty (60)-day period (together with any applicable consideration and revocation periods) begins in one (1) calendar year and ends in a second calendar year, then regardless of the date on which the Separation Document is actually executed, the Severance Payments shall (if owed) will be paid in accordance with such second calendar year no later than ten (10) days after the last day of such sixty (60)-day period (or, if later, upon the expiration of the applicable consideration and revocation periods), subject to the Company’s customary payroll practicesability to accelerate such payments to the extent it would not result in a violation of Code Section 409A. If Employee breaches or revokes the Separation Document provided pursuant to the previous sentence, commencing on then Employee shall promptly repay to the first regular payroll date on or following Company all amounts paid to Employee pursuant to this Section 5(a) prior to such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment Periodrevocation.

Termination Without Cause or for Good Reason. (a) If Employee(1) Executive’s employment is terminated by Company for any reason other than Cause or the Company without Cause pursuant to Section 4(ddeath of Executive, or (2) or Executive’s employment is terminated by Employee Executive for Good Reason pursuant to Section 4(e), Employee shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following:(as defined herein): (i) Company shall pay Executive any amounts (including salary, bonuses, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the Accrued Obligationsdate of such termination, together with any payment in lieu of accrued but untaken holiday; (ii) Company shall pay Executive a lump sum amount equal to three times the Separate ObligationsBase Salary payable to him as of the date of such termination, subject to such deductions for income tax and National Insurance (or any equivalent thereof) contributions as may be required by law; (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee Executive shall be entitled to continue to receive the Incentive Bonus, medical benefits coverage (as described in Section 3.3) for Executive and Executive’s spouse and dependents (if any, ) at Company’s expense for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) a period of this Agreement36 months; (iv) if Employee’s employment is terminated by Anything to the Company without Cause contrary in any other agreement or by document notwithstanding, each outstanding equity incentive award granted to Executive before, on or within three years after the Employee for Good Reason, then Employee Commencement Date shall be entitled to receive a pro-rated Incentive Bonus, if any, for become immediately vested and exercisable on the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) date of this Agreementsuch termination; and (v) subject to Employee’s compliance with Section 5 hereofIn addition, payments if, for the duration of year in which Executive is terminated, Company achieves the Restriction Period (as defined performance goals established in Section 5(c) below) accordance with any incentive plan in which Executive participates, Company shall pay an annualized amount equal to the Employee’s Base Salarybonus that Executive would have received had he been employed by Company for the full year. (b) Upon making the payments described in this Section 4.4, at Company shall have no further obligation to Executive under this Agreement. To the rate in effect immediately prior extent that the payments to be made under this Section 4.4 are damages (which is not admitted), Company and Executive agree that the terms of this Section 4.4 represent a genuine pre-estimate of the loss to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing Executive that would arise on the first regular payroll date on or following such termination of employment hereunder in the circumstances described and the first payment shall include the cumulative amount does not constitute a penalty. Company waives any requirement on Executive to mitigate his losses in respect of any payments that would have already accrued following the termination of the Employment Periodsuch termination.

Termination Without Cause or for Good Reason. If EmployeeExecutive’s employment is hereunder shall be terminated by the Company without Cause pursuant Cause, or by Executive for Good Reason, then in addition to the payments and benefits described in Section 4(b) and subject to Section 4(d) or by Employee for Good Reason pursuant to 14 and Executive’s continuing compliance with Section 4(e), Employee shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under 5 of this Agreement shall be to pay or provide to Employee, the followingAgreement: (i) the Accrued ObligationsCompany shall pay Executive on the sixtieth (60th) day following the effective date of such termination of employment a lump sum cash payment in an amount equal to the product of (x) two and (y) the sum of (A) Executive’s annual Base Salary in effect immediately prior to Executive’s termination of employment hereunder and (B) Executive’s target bonus under the Annual Incentive Program for the year in which the termination of employment occurs; (ii) the Separate ObligationsCompany shall pay Executive an annual cash bonus for the year of termination, payable at the same time as annual cash bonuses are paid to senior management, based on actual achievement of performance targets (as if Executive had remained employed through the end of the applicable performance period), subject, however, to proration based on the number of days in the applicable performance period that had elapsed prior to the date of termination; (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee Initial Award shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable vest in accordance with Section 4(g)(v) of this Agreementfull; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreementpay Continuation Coverage; and (v) subject Executive shall continue to Employeebe provided, at no expense to Executive, for one-year following Executive’s compliance with termination of employment, the parking spaces referred to in Section 5 3(e)(v). For the avoidance of doubt, Executive shall not be entitled to the benefits described in this Section 4(c) for a termination due to the expiration of the term of this Agreement pursuant to Section 1 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal Termination due to the Employee’s Base SalaryDisability, at the rate in effect immediately prior to the termination of EmployeeExecutive’s employment over the duration of the Restriction Periodfor Cause, the “Severance Payments”). The Severance Payments shall be paid in accordance with the CompanyExecutive’s customary payroll practicesdeath, commencing on the first regular payroll date on or following such termination of Executive’s employment and the first payment shall include the cumulative amount of by Executive for any payments that would have already accrued following the termination of the Employment Periodreason other than for Good Reason.

Termination Without Cause or for Good Reason. If Live Nation may terminate the Employee’s employment is terminated by the Company without Cause pursuant to Section 4(d(as defined below) or by the Employee may terminate the Employee’s employment for Good Reason pursuant to (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 4(e409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), Employee and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation without Cause or the Employee’s termination of the Employee’s employment for Good Reason, Live Nation shall be entitled to receivepromptly or, and in the Company’s sole obligation to Employee thereafter under this Agreement shall be to case of obligations described in clause (iv) below, as such obligations become due, pay or provide to the Employee, the following: (i) the Accrued Obligations; Employee’s earned but unpaid Base Salary accrued through the date of such Separation from Service (the “Termination Date”), (ii) accrued but unpaid vacation time through the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive BonusTermination Date, if any, (iii) reimbursement of any business expenses incurred by the Employee prior to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for such the calendar yearyear in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, which shall be due to the extent payable, but not previously paid (together, the “Accrued Obligations”). In addition, subject to Sections 5(e) and payable 7(b) below and the Employee’s execution and non-revocation of a binding release in accordance with Section 4(g)(v5(f) below, in the event of this Agreement; (iv) if the Employee’s employment is terminated Separation from Service with Live Nation by the Company reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, then Employee Live Nation shall be entitled (i) pay to receive a pro-rated Incentive Bonusthe Employee, if any, for within 60 days of the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance Termination Date (with Section 5 hereofthe exact payment date to be determined by Live Nation in its sole discretion), payments for except as set forth in the duration of the Restriction Period proviso to this clause, a lump-sum cash payment (as defined in Section 5(cless appropriate payroll deductions) below) in an annualized amount equal to the Employee’s then-current Base Salary, at Salary times two (the rate in effect immediately “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the termination of Employee’s employment over Termination Date (including, without limitation, the duration Signing Performance Shares (which shall vest based upon the Target Stock Price attained through the Termination Date) and any restricted shares of Live Nation common stock issued in respect of Earned Performance Shares), and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the Restriction Periodthird anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance PaymentsSeverance”), provided that no such accelerating awards shall be exercisable prior to the date on which the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”). The Notwithstanding the foregoing, if the 60-day period during which the Cash Severance Payments may be paid spans two calendar years, such payment shall be paid made in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on or following later such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment Periodcalendar year.

Termination Without Cause or for Good Reason. The Bank may terminate the Executive’s employment without Cause upon written notice to the Executive. The Executive may terminate her employment with the Bank at any time for Good Reason (as defined below) upon written notice to the Bank. If Employeethe Bank terminates the Executive’s employment without Cause or if the Executive terminates her employment with the Bank for Good Reason, within thirty (30) days following the termination of Executive’s employment, the Bank shall pay the Executive a lump sum termination benefit equal to an amount equal to the Executive’s remaining Annual Base Salary through the end of the Term (the “Remaining Term Payment”). To the extent permissible, the Bank also shall continue to provide to the Executive, at the same level of cost to the Executive as prior to such termination, the hospital, health, disability and medical benefits which may be available from time to time to officers of the Bank, in accordance with the terms hereof, until the later of three (3) months from the date the Executive’s employment is terminated without Cause by the Company without Cause pursuant to Section 4(d) Bank or by Employee for Good Reason pursuant by the Executive or the first anniversary of the Effective Date. Notwithstanding the forgoing, the Bank shall not be obligated to make any payments provided for hereunder unless and until Executive has delivered the executed Release provided for under Section 4(e), Employee 23 hereof. In the event the Executive’s employment hereunder shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following: (i) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated by the Company Bank without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee Executive for Good Reason, then Employee the Executive shall be obligated to promptly inform the Bank of any new employment. Although the Executive shall have no obligation to mitigate, if the Executive’s new employment provides the Executive with hospital, health, disability and medical benefits which are equivalent to the benefits payable by the Bank hereunder, the Bank may permanently reduce or terminate the duplicative benefits it is obligated to provide hereunder. The Executive shall not have a duty to mitigate the damages suffered by the Executive in connection with the termination by the Bank of her employment without Cause of the Executive’s termination of her employment with the Bank for Good Reason. Except as set forth in this Section 10, the Executive shall not be entitled to receive any other payments or benefits following a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment Periodwithout Cause.

Termination Without Cause or for Good Reason. If In the event that the Term and Employee’s employment hereunder is terminated by the Company Employer without Cause pursuant to Section 4(d) Cause, or by Employee for Good Reason pursuant to Section 4(e)at any time, Employee shall be entitled to receivereceive (a) accrued and unpaid Base Salary as of the date of termination of employment, (b) any unpaid Annual Bonus for the year prior to the year in which termination occurs, and (c) an aggregate amount equal to two (2), multiplied by, the Companysum of (x) Employee’s sole obligation Base Salary and (y) the Target Bonus (the “Compensation Continuation”). Such amounts in clauses (a) and (b) shall be paid in a lump sum within thirty (30) days after the date of Employee’s termination of employment. In order to receive the Compensation Continuation, Employee must first execute and deliver a release of claims in the form attached hereto as Exhibit A (the “Release”), that has become effective in accordance with its terms (including the expiration of any applicable revocation period contained therein or required by applicable law) within sixty (60) days after the date of termination of Employee’s employment (such 60-day period, the “Release Period”). The Compensation Continuation shall be paid ratably in monthly installments over the twenty-four (24) month period immediately following such termination, with the first such installment to be paid no later than ten (10) days following the date on which the Release becomes effective and irrevocable (which installment shall include any installment of the Compensation Continuation that would have been paid to Employee thereafter under prior to such date absent the requirement to execute the Release); provided, that, if the Release Period spans two calendar years, then the first installment of the Compensation Continuation (which installment shall include any installment of the Compensation Continuation that would have been paid to Employee prior to such date absent this Agreement shall proviso) will be to pay or provide to Employee, paid on the following: (i) first business day of the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full second calendar year if such date is later than the date on which such installment would otherwise have been paid pursuant to this Subsection 4.6 absent this proviso. In the event of any termination of the Term and her Employee’s employment is terminated hereunder by the Company Employer without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled resign all positions held with the Employer Group. Notwithstanding anything to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable contrary in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for Employer agrees that in no event shall Employer terminate the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Term and Employee’s employment over hereunder without Cause prior to or following an IPO; provided, that following an IPO, Employer may terminate the duration Term and Employee’s employment hereunder without Cause solely upon the determination of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment PeriodEGH Executive Committee.

Termination Without Cause or for Good Reason. If In the event that the Term and Employee’s employment hereunder is terminated by the Company Employer without Cause pursuant to Section 4(d) Cause, or by Employee for Good Reason pursuant to Section 4(e)Reason, Employee shall be entitled to receivereceive (a) accrued and unpaid Base Salary or Annual Bonus earned but not yet paid as of the date of termination of employment, which shall be paid in a lump sum within thirty (30) days after the date of Employee’s termination of employment or, in respect of the Annual Bonus, on the scheduled payment date in accordance with Subsection 3.2, and (b) continued payment of the CompanyBase Salary in effect as of the date of Employee’s sole obligation termination of employment plus an aggregate amount of (x) $550,000 if such termination occurs in 2019, or (y) $700,000 if such termination occurs in 2020, in either case, payable by Employer in equal installments as if Employee had remained employed for a period of 12 months following such termination (the “Continuation Payments” and such period, the “Continuation Period”). Notwithstanding anything in this Agreement to the contrary, the Continuation Payments shall immediately cease in the event that Employee breaches any of the covenants set forth in Sections 7 or 8 of this Agreement or any restrictive covenants then applicable to Employee. In order to receive the Continuation Payments, Employee must first execute and deliver a release of claims in the form attached hereto as Exhibit A (the “Release”), that has become effective in accordance with its terms (including the expiration of any applicable revocation period contained therein or required by applicable law) within sixty (60) days after the date of termination of Employee’s employment (such 60-day period, the “Release Period”). The Continuation Payments shall be paid ratably in monthly installments over the Continuation Period with the first such installment to be paid no later than ten (10) days following the date on which the Release becomes effective and irrevocable (which installment shall include any installment of the Continuation Payments that would have been paid to Employee thereafter under prior to such date absent the requirement to execute the Release); provided, that, if the Release Period spans two calendar years, then the first installment of the Continuation Payments (which installment shall include any installment of the Continuation Payments that would have been paid to Employee prior to such date absent this Agreement shall proviso) will be to pay or provide to Employee, paid on the following: (i) first business day of the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full second calendar year if such date is later than the date on which such installment would otherwise have been paid pursuant to this Subsection 4.6 absent this proviso. In the event of any termination of the Term and her Employee’s employment is terminated hereunder by the Company Employer without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance resign all positions held with the Company’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment PeriodEmployer Group.

Termination Without Cause or for Good Reason. If the Employee’s employment by the Company is terminated (i) by the Company without Cause pursuant to Section 4(d) Cause, or by Employee for Good Reason pursuant to Section 4(e), Employee shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following: (i) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then the Employee shall will be entitled to receive (x) the Accrued Amounts, and (y) a pro-rated Incentive Bonus, if any, for lump sum payment equal to three (3) times the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) sum of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereofthen-current Base Compensation, payments for target bonus and the duration Employee’s annual COBRA premium at the time of the Restriction Period (as defined in Section 5(c) below) in termination, provided, that if Employee’s termination date is prior to October 31, 2017, an annualized amount equal to the Employee’s then-current Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall Compensation and COBRA premium will be paid from the date of termination to October 31, 2017 in accordance with the normal payroll practices of the Company, and such amount will be deducted from the Employee’s lump sum payment amount, and (z) a pro-rata bonus based on any applicable performance metrics for the Employee’s year of termination as determined using the Company’s customary payroll practicesactual performance for such year and paid when it otherwise would have been paid for such year. All of the foregoing amounts, commencing on other than the first regular payroll Accrued Amounts, shall be subject to and conditioned upon the execution by the Employee of a release satisfactory to the Company that becomes irrevocable within 30 days following the date on or following such termination of which the Employee’s employment with the Company is terminated, and the foregoing amounts shall be paid or commence upon the 30th day following the date on which the Employee’s employment is terminated. The first such cash payment shall include payment of all amounts that otherwise would have been due under the cumulative amount terms of this Agreement had such payments commenced immediately upon the date on which the Employee’s employment with the Company is terminated, and any payments that would have already accrued following made thereafter shall continue as provided herein. As used in this Agreement, the termination of the Employment Period.term “Good Reason” means:

Termination Without Cause or for Good Reason. If Employee’s the Executive's employment by the Company is terminated by the Company without other than for Cause pursuant (other than a termination due to Section 4(dDisability or death) or by Employee the Executive for Good Reason pursuant to Section 4(e)Reason, Employee the Company shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following:Executive with (i) the Accrued ObligationsAmounts; (ii) a pro-rata portion of the Separate Obligations;Executive's Bonus for the performance year in which the Executive's termination occurs, which shall be paid at the time that annual Bonuses are paid to other senior executives, but in any event within seventy-four (74) days after the conclusion of the Fiscal Year to which such Bonus relates (determined by multiplying the amount the Executive would have received based upon actual performance had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365); and (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s product of (A) the sum of (1) the Executive's Base SalarySalary and (2) the then Target Bonus multiplied by (B) three (3), at payable in a single lump-sum. Subject to Section 21(a), the rate payments provided for in effect immediately prior this Section 8(d)(iii) (to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments extent provided therein) shall be paid to the Executive in accordance with the Company’s customary payroll practices, commencing on month immediately following the first regular payroll date on or following such month in which the Executive's termination of employment occurs, provided that the date of the Executive's termination of employment occurs on the same date as the Executive's “separation from service” (within the meaning of Section 409A of the Code) and after giving effect to the first payment presumptions set forth in Treasury Regulations Section 1.409A-1(h)(1)(ii)) from the Company and its subsidiaries, otherwise such amounts shall include be paid to the cumulative amount of any payments that would have already accrued Executive in the month immediately following the termination month in which the Executive incurs such a “separation from service.” Notwithstanding anything to the contrary contained herein, the Company shall have no obligation to provide any of the Employment Periodmonetary payments and/or benefits provided for in this Section 8(d) (other than Accrued Amounts) unless and until the Executive executes an effective general release of all claims in favor of the Company in a form acceptable to the Company (the “Release”) and delivers such executed Release to the Company within twenty-one (21) days following the date of his “separation from service.” For the avoidance of doubt, the Executive's execution of the Release is a condition precedent to any obligation of the Company to provide the monetary payments and/or benefits provided for in this Section 8(d) (other than Accrued Amounts).

Termination Without Cause or for Good Reason. If In the event of the Employee’s employment is terminated Termination of Employment by the Company without Cause pursuant to Section 4(d) or by Employee for Good Reason pursuant to Section 4(e), Employee shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following: (i) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated by the Company Employer without Cause or by the Employee for Good Reason after (as defined in the end employment agreement by and among the Company, Intelsat, Ltd. And the Employee dated December 29, 2008 and effective as of such calendar year but February 4, 2008 (the “Employment Agreement”)): (i) Treatment. (A) Time Vested Shares. On or prior to July 31, 2010, any unvested Class B Time-Vesting Shares (and the payment of related cash dividends and proceeds thereof held by the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive BonusCompany in accordance with Section 8 hereof (“Custodial Dividends”), if any, for with respect to such calendar year, Class B Shares which have not vested at the time of the dividend payment) shall be due and payable in accordance with forfeited as of the date of such Termination of Employment subject to the last sentence of this Section 4(g)(v6(a)(i)(A). In the event such Termination of Employment occurs after July 31, 2010, fifty percent (50%) of this Agreement; the unvested Class B Time-Vesting Shares (iv) if Employee’s employment is terminated by and the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonusrelated Custodial Dividends, if any, for with respect to such Class B Shares which have not vested at the calendar year during which their employment was terminated, which time of the dividend payment) shall be due forfeited as of the date of such Termination of Employment subject to the last sentence of this Section 6(a)(i)(A) and payable in accordance with Section 4(g)(vfifty percent (50%) of this Agreement; and the unvested Class B Time-Vesting Shares (vand the related Custodial Dividends, if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) shall vest on the date of such Termination of Employment. Notwithstanding the foregoing, if during the period commencing with such Termination of Employment and ending on the six month anniversary of such Termination of Employment (the “Involuntary Termination Protected Period”) the Company enters into a definitive agreement with respect to a Change in Control transaction, then immediately on the effective date of the Change in Control, as applicable (and subject to Employee’s compliance the consummation of such Change in Control), any unvested Class B Time-Vesting Shares shall become fully vested (and the related Custodial Dividends vested, if any, with Section 5 hereof, payments for respect to such Class B Shares which have not vested at the duration time of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”dividend payment). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment Period.

Termination Without Cause or for Good Reason. If Employeethis Agreement and the Executive’s employment is terminated by the Company without Cause pursuant to Section 4(dsubsection 4.1(d) above or by Employee the Executive for Good Reason pursuant to Section 4(e)subsection 4.1(f) above, Employee then the following provisions shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the followingapply: (ia) the Accrued ObligationsCompany shall pay to the Executive the Basic Entitlements (with vacation pay calculated to the end of the statutory notice period); (iib) the Separate ObligationsCompany shall pay any Bonus awarded in respect of the year preceding the year of termination, but not yet paid; (iiic) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior shall pay to the payment Executive his Bonus at Target for the year in which his employment terminates, pro-rated to the date of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreementtermination; (ivd) if Employee’s employment is terminated by the Company without Cause or shall continue to pay to the Executive an amount equivalent to his Annualized Compensation multiplied by the Employee for Good Reasontwo (2), then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid instalments in accordance with the Company’s customary payroll practices, commencing practices for a period of twenty-four (24) months (the “Severance Period”) following the date of termination; (e) the Company shall continue to pay its premiums to provide all Benefits (as existed on the first regular payroll date notice of termination is provided) until the earlier of (i) eighteen (18) months following the date of termination (not including any period of notice of pay in lieu thereof); and (ii) the date on or following such termination of which the Executive secures comparable coverage through alternate employment and to the first payment shall include extent permitted by any third party insurer; provided that, if the cumulative amount of Company cannot continue any payments that would have already accrued following particular benefit pursuant to the termination terms of the Employment Periodrelevant plan or policy and after due inquiry with any third party insurer, then the Company’s obligations shall be limited to the minimum period required pursuant to applicable employment standards legislation, and that in no event shall the Benefits be provided for less than such period; (f) except as required by statute and then only for the minimum statutory notice period, any other benefits or perquisites will cease effective the date of termination; and (g) long term incentive awards will be determined in accordance with the terms of the applicable Plan it being understood that the Executive is not entitled to any damages or compensation in lieu of continued participation in the Plan following his last day of active and actual employment.

Termination Without Cause or for Good Reason. i. If the Company terminates Employee’s employment is terminated by the Company without Cause pursuant to Section 4(d) Cause, or by does not renew this agreement upon its expiration, or Employee terminates for Good Reason (as defined below), conditioned upon Employee signing the Separation Agreement and Full and Final Release of Claims attached as Schedule B, the Company will pay to the Employee 12 months of base salary. Severance payment of 12 months base salary shall be made either pursuant to Section 4(e)the Company’s regular payroll schedule over the next year, Employee shall be entitled to receive, and at the Company’s sole obligation discretion, the severance payment may be accelerated and paid over a shorter period of time. Company also agrees to pay employee a prorated bonus based in the year of termination. The prorated bonus shall be defined by the period of time of the last paid short term bonus date and the date of termination. Employee thereafter will also be entitled to all vested equity and all equity that is scheduled to vest within one year of his termination date at the point of termination. All equity that is vested as of the point of termination will continue to have its original expiration date, which is ten years from the grant date. ii. If Company terminates Employee’s employment with Cause, as defined below, Employee will be paid his regular Base Salary through his separation date, after which no further monies shall be owed Employee under this Agreement Agreement. For purposes of this Agreement, “Cause” shall include: 1. Employee’s willful failure to materially perform his duties (other than any such failure resulting from incapacity due to physical or mental illness); (ii) Employee’s willful engagement in dishonesty, illegal conduct, or gross misconduct, which is, in each case, materially injurious to the Company or its affiliates; (iii) Employee’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude, if such felony or other crime is work-related, materially impairs the Employee’s ability to perform services for the Company or results in material reputational or financial harm to the Company or its affiliates; (iv) Employee’s willful violation of a material policy of the Company; or (v) Employee’s willful unauthorized disclosure of Confidential Information. For purposes of this provision, no act or failure to act on the part of the Employee shall be considered “willful” unless it is done, or omitted to pay be done, by the Employee in bad faith or provide without reasonable belief that the Employee’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Employee in good faith and in the best interests of the Company. Upon Employee’s request, the following:Board shall make a final determination for the Company of whether the Company’s reason for terminating Employee’s employment meets the definition of “Cause” set forth in this sub-paragraph. iii. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following without the consent of Executive: (i) the Accrued Obligations; a material diminution in Executive’s authority, duties or responsibilities; (ii) the Separate Obligations; a breach of this Agreement by Company, (iii) if Employee worked a full calendar year and her employment is terminated by material change in the Company without Cause geographic location at which Executive must perform services or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; reside; or (iv) if Employee’s employment is terminated by the Company without Cause a material change in base salary, or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employeeor a material change in Executive’s compliance with Section 5 hereof, payments annual bonus targets or eligibility for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment Periodincentive compensation.

Termination Without Cause or for Good Reason. If If, during the Employment Period, the Employer shall Terminate Employee’s employment is terminated by the Company without Without Cause pursuant to Section 4(d) or by Employee shall Terminate Employee’s employment for Good Reason pursuant Reason, then in consideration of Employee’s services rendered prior to Section 4(e), Employee shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following:such Termination; (i) the Employer shall pay to Employee a lump sum in cash on the 30th day after the Date of Termination equal to the aggregate of the following amounts: A. the sum of (1) Employee’s Base Salary through the Date of Termination to the extent not previously paid, and (2) any accrued vacation, sick and other leave pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (1) and (2) shall be hereinafter referred to as the “Accrued Obligations;”); and B. the amount equal to the product of (1) the number of days that would have remained in the Employment Period from and after the Date of Termination had the Termination not occurred (the “Remaining Employment Period”), and (2) Employee’s Base Salary divided by 365; and C. the product of (1) Employee’s aggregate cash bonus for the last completed fiscal year, and (2) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination and the denominator of which is 365; and (ii) for the Separate Obligations;Remaining Employment Period, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, to the fullest extent permitted by the terms of the relevant Welfare Benefit Plan, the Employer shall continue to provide benefits to Employee and/or Employee’s dependents in accordance with the Welfare Benefit Plans; provided, however, that if Employee becomes employed with another employer and is eligible to receive substantially the same benefits under any of the welfare benefit plans of the successor employer as Employee would receive under any of the Welfare Benefit Plans under this item (ii), the benefits provided under this item (ii) shall be secondary to those provided under such successor employer’s plans during such applicable period of eligibility. If the terms of the Welfare Benefit Plan providing health insurance benefits to Employee do not allow Employee to continue to receive for the Remaining Employment Period the coverage provided on the Date of Termination to the Employee and his dependents, then after such coverage terminates and for the Remaining Employment Period or the applicable benefit period under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), whichever is shorter, provided the Employee timely and properly elects coverage under COBRA, Employer shall pay for the continuation of the health insurance coverage in existence for Employee and his dependents on the Date of Termination. If the terms of the applicable Welfare Benefit Plan do not permit the Employee to receive continued coverage under any life or disability insurance policy for the Remaining Employment Period, then prior to the date coverage would lapse, to the extent permitted by any such policy, Employer shall assign any such policy to Employee or allow him to convert the policy to an individual policy and allow Employee to assume the payment responsibilities therefor. For purposes of determining eligibility and years-of-service credit (but not the time of commencement of benefits) of Employee for retiree benefits pursuant to such Welfare Benefit Plans, to the extent permitted by the terms of the Welfare Benefit Plans, Employee shall be considered to have remained employed throughout the Remaining Employment Period and to have retired on the last day of such period; and (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of extent not previously paid or provided, the Incentive Bonus for such calendar year, then Employer shall timely pay or provide to Employee shall any other amounts or benefits required to be entitled paid or provided herein or which Employee is eligible to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the first payment shall include the cumulative amount of under any payments that would have already accrued following the termination of the Employment PeriodWelfare Benefit Plan.

Termination Without Cause or for Good Reason. If If, prior to the expiration of the Term, the Employee terminates his employment hereunder for Good Reason or the Company terminates the Employee’s employment is terminated by the Company hereunder without Cause pursuant to Section 4(d) (other than a termination by reason of death or by Employee for Good Reason pursuant to Section 4(eDisability), Employee shall be entitled to receive, and the Employee has not received and is not entitled to any payment under Section 5(d)(iii) hereof, then the Company shall pay to or provide the Employee with the Amounts and Benefits and, subject to Section 9 hereof: 1. an amount equal to the sum of all applicable Base Salary for the remaining balance of the Term determined as if such termination had not occurred, which shall be payable in full in a lump sum cash payment to be made to the Employee within thirty (30) days of the Date of Termination; 2. any bonus earned but unpaid for a prior year or other completed period (the “Prior Bonus”), which shall be payable in full in a lump sum cash payment to be made to the Employee within thirty (30) days of the Date of Termination; 3. subject to the Employee’s (a) timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), with respect to the Company’s sole obligation group health insurance plans in which the Employee participated immediately prior to Employee thereafter under this Agreement shall be to pay or provide to Employeethe Date of Termination (“COBRA Continuation Coverage”), the following: and (ib) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or continued payment by the Employee of premiums for Good Reason after such plans at the end “active employee” rate (excluding, for purposes of such calendar year but prior calculating cost, an employee’s ability to pay premiums with pre-tax dollars), the Company shall provide COBRA Continuation Coverage for the Employee and his eligible dependents until the earliest of (x) the Employee or his eligible dependents, as the case may be, ceasing to be eligible under COBRA, (y) eighteen (18) months following the Date of Termination, and (z) the Employee becoming eligible for comparable coverage under the health insurance plan of a subsequent employer (the benefits provided under this sub-section (4), the “Medical Continuation Benefits”); and 4. notwithstanding any provisions to the payment of contrary contained in this Agreement, the Incentive Bonus Plan or the Restricted Stock Agreement, all remaining restrictions relating to any then unvested Award Shares eligible to vest for such calendar year, then Employee shall be entitled to receive the Incentive Bonusfirst two (2) Acquisitions only, if any, for such calendar yearshall immediately lapse, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; (iv) or, if Employee’s employment is terminated by the Company without Cause or by Award has not theretofore been granted, the Employee for Good Reason, then Employee shall be entitled paid the Alternate Payment in a lump sum cash payment to receive a pro-rated Incentive Bonusbe made to the Employee within thirty (30) days of the Date of Termination. Any remaining unvested Award Shares, if any, other than the Award Shares eligible to vest for the calendar year during which their employment was terminatedfirst two (2) Acquisitions, which or any unvested portion of the Alternate Payment, shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration forfeited as of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination Date of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment PeriodTermination.

Termination Without Cause or for Good Reason. If Employee(i) Termination Prior to New Chief Executive Officer Assuming Chief Executive Officer Position. Subject to Section 21, if prior to the later of January 1, 2021 or the date a successor Chief Executive Officer of the Company commences his position as such, the Executive’s employment is terminated (A) by the Company without or the Partnership other than for Cause pursuant to Section 4(d(as defined above) or (B) by Employee the Executive’s resignation for Good Reason pursuant to Section 4(e)Reason, Employee the Executive shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following: (i) the Accrued Obligations; Compensation (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v8(c)) and the Company shall also pay the following severance amounts (the “CEO Severance Payment”) to the Executive provided that the Executive (x) has prior to the expiration of this Agreement; the thirty (iv30) day period after the date of termination both delivered to the Company a general release of the Company, the Partnership, and the Related Entities, and their respective agents, successors, predecessors and assigns in the form attached hereto as Exhibit A (the “Release”), fully and properly executive by him, and has not revoked the Release, and (y) the Executive is in compliance with the requirements of Sections 4(a), (c) and (d) and in material compliance with Sections 4(b) and (e). Except as otherwise required by Section 21(b), the CEO Severance Payment shall be paid in a lump sum cash payment (i) on the first business day following the Release Effective Date (as defined in the Release), or (ii) if Employeethe 30-day period for the Executive to return the Release and not revoke it ends in the calendar year next following the calendar year in which the Executive’s employment terminates and the Release Effective Date is terminated by in the same calendar year as the year in which the Executive’s employment terminates, on the first business day of the calendar year next following the calendar year in which the Executive’s employment terminates. The CEO Severance Payment shall be equal to 300% of the sum of (A) the Executive’s Annual Base Salary and (B) his Deemed Annual Bonus for the Contract Year in which the termination occurs. In addition, subject to Section 21, the Partnership and the Company without Cause shall (pursuant to Company and/or Partnership benefit plans or by otherwise) continue to provide all health and welfare Benefits the Employee Executive and his eligible dependents were participating in immediately prior to the Executive’s termination of employment at such level and terms and conditions as in effect on the date of termination (“Continued Coverage”) for Good Reasoneach Contract Year through the end of the Contract Term as if the Executive had continued to remain employed through the last day of the Contract Term; provided that if the remaining Contract Term is less than 18 months, then Employee the Executive and his eligible dependents shall be entitled to receive a pro-rated Incentive Bonusno less than 18 months of Continued Coverage at the same cost the Executive was paying for such coverage immediately prior to his termination date. For the avoidance of doubt, if any, the parties acknowledge and agree that for the calendar year purpose of the foregoing sentence “health and welfare Benefits” shall not include any 401(k) plan or other retirement plan, or any employee equity or incentive awards (but Executive may still be eligible to receive equity awards during which their employment was terminatedthe Continued Coverage period to the extent he is otherwise eligible in his capacity as a member of the Board). Notwithstanding anything else in this Section 8(a)(i), which the Company and/or the Partnership shall not be due required to provide any Continued Coverage with respect to disability insurance unless the Company or the Partnership is able to purchase a policy covering the Executive on a commercially reasonable basis. If and payable to the extent necessary in accordance with order for the Executive to avoid being subject to tax under Section 4(g)(v105(h) of the Code on any payment and/or reimbursement of any health care expenses made to him or his eligible dependents or for his or their benefit pursuant to this Agreement; and (vSection 8(a)(i) subject the Company shall impute as taxable income to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in Executive an annualized amount equal to the Employeeexcess of (x) the full actuarial cost of the health care benefit coverages provided to him and his dependents thereunder over (y) the portion of such total cost paid for by the Executive or dependents for such period during which such coverages are provided. For these purposes, the Executive’s Base Salary“Deemed Annual Bonus for the Contract Year” shall be the greater of (A) the Annual Bonus earned by the Executive with respect to the calendar year immediately preceding the Contract Year in which the Executive’s employment terminates (including any year under the Existing Employment Contract, at if applicable), or (B) the rate average of the Annual Bonuses (if any) earned by the Executive with respect to the three calendar years immediately preceding the Contract Year in effect immediately which the Executive’s employment terminates (including any year under the Existing Employment Contract, if applicable). Upon any termination under this Section 8(a)(i), the Executive’s equity and/or long-term incentive awards which vest based solely on the passage of time (including any common shares or other equity issued or issuable upon achievement of any applicable performance goals achieved on or prior to the termination date of Employee’s employment over termination, including, without limitation, with respect to the duration Notional Unit Awards) shall fully vest as of the Restriction Perioddate of termination (including any accrued and unvested dividends thereon) and the transfer and/or restrictions and holding requirements on such equity and/or long-term incentive awards shall also lapse as of the date of termination. In addition, upon any termination under this Section 8(a)(i), any equity awards and/or long-term incentive awards for which the “Severance Payments”). The Severance Payments performance goals remain outstanding shall vest and be paid and/or delivered in accordance with the Company’s customary payroll practices, commencing applicable award agreement; provided that in all events the Executive shall vest into no less than the number of units or shares the Executive would have received under the applicable award agreement if he remained employed indefinitely multiplied by a fraction the numerator of which is number of days the Executive was employed during the performance period and the denominator is the number of days in the performance period. The transfer and/or sale restrictions and holding requirements on such equity and/or long-term incentive awards shall also lapse on the first regular payroll later of the date on or following such of the Executive’s termination of employment and or the first payment shall include vesting date of such awards. Upon the cumulative amount of any payments that would have already accrued following the Executive’s termination of employment under this Section 8(a)(i), the Employment PeriodExecutive agrees to make himself reasonably available during the 18-month period following his termination date upon the Company’s reasonable request to provide consulting services to the Company on the same terms and conditions applicable to the consulting services the Executive has agreed to provide upon his Retirement under Section 7(f) above.

Termination Without Cause or for Good Reason. If Employeethe Holder ’ s employment with the Company or any Subsidiary terminates by reason of the Comp any’s termination of the Holder’s employment is terminated by the Company without Cause pursuant to Section 4(d) or by Employee as a result of the Holder ’s resignation for Good Reason pursuant prior to Section 4(e), Employee shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following: (i) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar yearAchievement Period , then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due Award will remain outstanding and payable in accordance with Section 4(g)(v) of this Agreement; (iv) if Employee’s employment vest when it is terminated by the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid earned in accordance with the CompanyVesting Schedule set forth in Exhibit A excluding the proviso requiring continued employment or service during the Achievement Period and shall be settled pursuant to Section 5 hereof ; provided that such vesting date shall be no ear lier than the 61 st day following the Holder’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment .. (1) “ Cause ” shall have the meaning set forth in any Related Agreement or, if no such Related Agreement defines such term, “ Cause ” shall mean : (v) the Holder’s conviction or plea of no contest to a felony; (w) the Holder’s willful malfeasance or gross misconduct in connection with the Holder’s employment; (x) a substantial, willful and continual refusal by the first payment Holder to perform the duties, responsibiliti es or obligations assigned to the Holder by the Company or applicable Subsidiary , following receipt of written notice of such deficiency from the Company or applicable Subsidiary ; (y) the Holder’s material failure to fully cooperate with a regulatory inves tigation involving the Company or any of its Subsidiaries or affiliates; or (z) any one or more acts by the Holder of dishonesty, theft, larceny, embezzlement or fraud from or with respect to the Company or any Subsidiary or affiliate. (2) “ Good Reason ” shall include have the cumulative amount meaning set forth in any Related Agreement or, if no such Related Agreement defines such term, “ Good Reason ” shall mean the occurrence of any payments that would have already accrued following the termination of the Employment Period.following events, without the Holder’s written consent: (i)

Termination Without Cause or for Good Reason. If Employee’s (i) In the event that Hammer's employment is terminated by the Company without Cause pursuant under Section 6(c) of this Agreement, or Hammer shall resign for "Good Reason," as defined in Section 6(d)(ii) of this Agreement, then, to Section 4(dthe extent provided below, the Company shall: (1) or by Employee for Good Reason pursuant to Section 4(e)pay Hammer in lieu of other damages, Employee except as specifically provided herein, an amount equal one years' Base Salary at the then current amount. Such amounts shall be entitled payable in installments equal to receiveinstallments of Base Salary then payable to Hammer as provided herein until such amount is paid in fall. During such period of payments, and the Company’s sole obligation to Employee thereafter under restrictions contained in Section 9(a)(i) of this Agreement shall be applicable to pay Hammer, except that Hammer may accept employment he might not otherwise accept under Section 9 (a)(i) of this Agreement, in which event payment of salary received from such other employment shall be deducted from payments made hereunder; and (2) maintain in full force and effect, for the continued benefit of Hammer for a period of six (6) months after termination or provide for the balance of the Term, whichever is greater, all employee benefit plans and programs, except option plans and except bonus plans to Employeethe extent Hammer is not employed by the Company for all or a portion of the period of measurement for the bonus, in which Hammer was entitled to participate immediately prior to Hammer's discharge or resignation, provided that Hammer's continued participation is possible under the general terms and provisions of such benefit plans and programs, and provided further that any Options unvested and unexercisable at the date of termination shall then become vested and exercisable. In the event that Hammer's participation in any such benefit plan or program is barred, the following: (i) Company shall arrange to provide Hammer with benefits substantially similar to those which Hammer is entitled to receive under such plans and programs. At the Accrued Obligations;end of the period of coverage, Hammer shall have the option to have assigned to him at no cost and with no apportionment of prepaid premiums any assignable insurance policy owned by the Company which relates specifically to Hammer. (ii) For purposes of this Section 6(d), "Good Reason" shall mean the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated failure by the Company without Cause or by to comply with the Employee material provisions of this Agreement which failure is not cured within thirty (30) days after notice. Notwithstanding the foregoing, Hammer shall not be deemed to terminate this Agreement for Good Reason unless and until the Company has received five (5) days prior written notice of termination ("Notice of Termination for Good Reason). In the event the Company does not dispute such termination within ten (10) days after the end receipt of such calendar year but prior Notice of Termination for Good Reason, the Company shall not have the remedies provided pursuant to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v6(e) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment Period.

Termination Without Cause or for Good Reason. If Employee’s employment If, prior to the Expiration Date, the Employment Period is terminated by the Company without Cause pursuant to Section 4(d) or by Employee for Good Reason pursuant to Section 4(e), Employee shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following: (i) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated by the Company Companies without Cause or by the Employee Executive for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar yearReason, then Employee (i) Executive (or his estate) shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Severance Period (A) his annual Base Salary as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination Termination Date paid in the same manner and in the same installments as previously paid and (B) to the extent permitted by such plans as in effect on the Termination Date, at the Companies’ expense, the continuation of Employee’s employment over medical and dental benefits through the duration Severance Period, (ii) Executive (or his estate) shall be entitled to receive (A) all earned or accrued but unpaid Base Salary, reimbursement of expenses and any other benefits to which Executive is entitled through the Termination Date, (B) any Performance Bonus that was earned, but not paid, as of, and pro-rated through, the Termination Date, and (C) all amounts or benefits to which Executive is entitled under any applicable employee-benefit plan or arrangement of the Restriction PeriodCompanies in which Executive 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 contrary in the Equity Incentive Plan or Executive’s award agreements related thereto, fifty percent (50%) 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 Payments”)Period” means the 12-month period from and after the Termination Date. The Severance Payments Companies’ obligations under this Section 5(a) shall be paid subject to the condition that Executive deliver a complete release in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination favor of the Employment PeriodCompanies 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. If Employee’s employment is terminated (i) In the event of a termination (x) by the Company without other than for Cause pursuant to Section 4(dor (y) or by Employee the Executive for Good Reason pursuant to Section 4(eReason, in each case, that occurs outside of the CIC Severance Period (as defined below), Employee shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to Company will pay or provide to Employee, the Executive the following, subject to the provisions of Section 8 hereof: (i1) the Accrued Obligations;Benefits; and (2) subject to the Executive’s continued compliance with the obligations in Section 8, Section 9 and Section 10, an amount equal to the product of (i) 1.5 and (ii) the Separate Obligations; Base Salary (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year“General Severance”), then Employee which amount shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment regular installments over the duration 18-month period following the date of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid termination in accordance with the Company’s customary normal payroll practicespractice; provided that to the extent that the payment of any amount constitutes “nonqualified deferred compensation” for purposes of Section 409A (as defined in Section 25 hereof), commencing on any such payment scheduled to occur during the first regular payroll date on or 60 days following the termination will not be paid until the first regularly scheduled pay period following the 60th day following such termination and will include payment of any amount that was otherwise scheduled to be paid prior thereto. Notwithstanding the forgoing, in the event that either (i) the Executive’s termination of employment is in connection with the wind down of the Company or (ii) a notice to proceed is not reached on a facility within two years following the Closing and the first Executive’s termination of employment occurs following such two year anniversary of the Closing, as determined by the Board in its sole discretion, no General Severance will be payable pursuant to this Section 7(d)(i)(2). (ii) In the event of a termination (x) by the Company other than for Cause or (y) by the Executive for Good Reason, in each case, that occurs during the 24-month period following a Change in Control (as defined in the Plan and such period being the “CIC Severance Period”), the Company will pay or provide to the Executive the following, subject to the provisions of Section 8 hereof: (1) the Accrued Benefits; and (2) subject to the Executive’s continued compliance with the obligations in Section 8, Section 9 and Section 10, a lump sum payment shall include equal to the cumulative amount product of (i) 2.625 and (ii) the Base Salary for the year in which the termination occurs (the “CIC Severance”), payable within 60 days following the date of termination; provided that to the extent that the payment of any payments that would have already accrued amount constitutes “nonqualified deferred compensation” for purposes of Section 409A, any such payment scheduled to occur during the first 60 days following the termination will not be paid until the first regularly scheduled pay period following the 60th day following such termination and will include payment of any amount that was otherwise scheduled to be paid prior thereto. Notwithstanding the forgoing, in the event that either (i) the Executive’s termination of employment is in connection with the wind down of the Employment PeriodCompany or (ii) a notice to proceed is not reached on a facility within two years following the Closing and the Executive’s termination of employment occurs following such two year anniversary of the Closing, as determined by the Board in its sole discretion, no CIC Severance will be payable pursuant to this Section 7(d)(ii)(2). Payments and benefits provided in this Section 7(d) are in lieu of any termination or severance payments or benefits for which the Executive may be eligible under any Company policies or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation.

Termination Without Cause or for Good Reason. If Employee(%4)In the event that the Participant’s employment with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or, if applicable, by the Participant for Good Reason (1) prior to the Determination Date and prior to a Change of Control, the Participant shall become vested on the Determination Date in the number of outstanding PRSUs determined by the Committee following the end of the Measurement Period based on the extent to which the Performance Goal has been achieved and pro rated in accordance with Section 3(e) hereof, or (2) on or following a Change of Control, the Participant shall immediately vest upon the Termination Date in all outstanding Acquirer RSUs. Notwithstanding the foregoing sentence, in the event that a Change of Control occurs prior to the Determination Date but following the date that the Participant’s employment is terminated by the Company and its Subsidiaries without Cause pursuant to Section 4(d) or or, if applicable, by Employee the Participant for Good Reason pursuant to Section 4(e3(c)(iii)(A)(1), Employee the number of PRSUs shall be entitled to receivedetermined by the Committee in accordance with Section 3(b)(i) hereof, and the CompanyParticipant shall immediately vest upon the Change of Control in a pro-rated portion of such PRSUs determined in accordance with Section 3(e) hereof. (A) Notwithstanding the foregoing, the vesting set forth in Section 3(b)(iii)(A) hereof shall not occur and the PRSUs shall be forfeited if the Participant (1) engages in conduct prior to the Determination Date that constitutes a breach of the Participant’s sole obligation covenants under the Employment Arrangement or under this Agreement with respect to Employee thereafter under unfair competition, non-competition, non-solicitation, non-disparagement or cooperation or (2) to the extent a release is contemplated by the Employment Arrangement, fails to execute a full general release of all claims in favor of the Company and its affiliates as contemplated by such Employment Arrangement. Nothing in this Section 3 or this Agreement shall be deemed to pay limit or provide modify the non-competition, confidentiality or non-solicitation restrictions to Employee, which the following: (i) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment Participant is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar yearalready subject, which restrictions shall continue to be due and payable separately enforceable in accordance with Section 4(g)(v) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment Periodterms.

Termination Without Cause or for Good Reason. If Employee’s employment is terminated by the Company without Cause pursuant to Section 4(d) or by Employee for Good Reason pursuant to Section 4(e), Employee shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following: (i) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, Employee shall be entitled to receive, in lieu of any severance benefits to which Employee may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (i) the Company shall pay to Employee his or her fully earned but unpaid base salary, when due, through the date of termination at the rate then in effect, accrued but unused PTO, plus all other amounts or benefits to which Employee is entitled under any compensation, retirement or benefit plan or practice of the Company at the time of termination in accordance with the terms of such plans or practices; (ii) subject to Sections 5(c), 5(g) and 5(h) and Employee’s continuing compliance with Section 6, Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (monthly base salary as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the date of termination for the six (6) month period following the date of termination, payable in a lump sum no later than sixty (60) days following the date of Employee’s employment over termination of employment; and (iii) subject to Sections 5(c), 5(g) and 5(h) and Employee’s continuing compliance with Section 6, for the duration period beginning on the date of termination and ending on the Restriction Perioddate which is six (6) full months following the date of termination (or, if earlier, the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“Severance PaymentsCOBRA”) expires) (the “COBRA Coverage Period”). The Severance Payments , the Company shall be paid in accordance with pay for and provide to Employee and his or her eligible dependents who were covered under the Company’s customary payroll practices, commencing on health insurance plans immediately prior to the first regular payroll date on of termination with healthcare insurance benefits substantially similar to those provided to Employee and his or following such termination her eligible dependents immediately prior to the date of employment and the first payment shall include the cumulative amount of termination. If any payments that would have already accrued following the termination of the Employment PeriodCompany’s health benefits are self-funded as of the date of termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from or otherwise compliant with applicable law (including, without limitation, Section 409A of the Code and Section 2716 of the Public Health Service Act), instead of providing continued health insurance benefits as set forth above, the Company shall instead pay to Employee an amount equal to the monthly plan premium payment for Employee and his or her eligible dependents who were covered under the Company’s health plans as of the date of termination (calculated by reference to Employee’s premiums as of the date of termination) as currently taxable compensation in substantially equal monthly installments over the COBRA Coverage Period (or the remaining portion thereof).

Termination Without Cause or for Good Reason. If EmployeeOfficer’s employment is under this Agreement may be terminated by the Company at any time without Cause pursuant to Section 4(d) or by Employee the Officer for Good Reason pursuant to (as defined in Section 4(e21). Except as provided in Section 9 below, Employee shall be entitled to receive, and in the Companyevent Officer’s sole obligation to Employee thereafter employment under this Agreement shall be to pay or provide to Employee, the following: (i) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee Officer for Good Reason after Reason, the Company shall pay Officer the following payments and benefits: a. The Accrued Rights; b. a lump sum payment equal to two (2) times the sum of (i) the annual base salary payable to Officer as of the date of the Officer’s Separation from Service and (ii) the target bonus established by the Compensation Committee of the Board of Directors for the Officer pursuant to the Company’s annual cash bonus plan for the year in which the Separation of Service occurs; c. Officer shall also continue to be covered under health and life insurance plans of the Company for two (2) years, or the Company shall provide the economic equivalent thereof if such continuation is not permissible under the terms of the Company’s insurance plans; d. If Officer’s employment is terminated following the end of such calendar a fiscal year but and prior to the payment of date for the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonusbonus described in Section 4(a), if any, that Officer would have been entitled to receive with respect to such completed fiscal year, based upon the Company’s actual results, the Company shall pay to Officer, at the time such bonus is paid to other executives of the Company according to the terms of the applicable bonus program adopted by the Company, the amount of such bonus described in Section 4(a), if any, that Officer would have been entitled to receive with respect to such completed fiscal year had Officer’s employment not terminated prior to the payment date for such calendar yearbonus; and a pro rata portion of the bonus described in Section 4(a), if any, that Officer would have been entitled to receive for the fiscal year in which the termination of employment occurs, based upon the Company’s actual results for the year of termination and the percentage of the fiscal year that shall have elapsed through the date of termination of employment, payable to Officer pursuant to Section 4(a) had Officer’s employment not terminated, which pro-rata bonus shall be paid at the time such bonus is paid to other executives of the Company according to the terms of the applicable bonus program adopted by the Company; Benefits due and under Section 8(a)-(c) shall be payable (or commence) within sixty (60) days of the Officer’s Separation from Service, with the date of such payment determined by the Company in its sole discretion in accordance with Section 4(g)(v) 11 below. Receipt by Officer of the payment and other benefits under this Agreement; (iv) if EmployeeSection 8 shall be subject to Officer’s employment is terminated by execution and delivery, pursuant to the terms of Section 11 below, to the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive of a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due General Release in form and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal substance reasonably acceptable to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment Company and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment PeriodOfficer.

Termination Without Cause or for Good Reason. If Employee’s the Optionee's employment is terminated by the Company without Cause pursuant to Section 4(d(as defined in the Employment Agreement) or by Employee the Optionee resigns from the Company for Good Reason pursuant to Section 4(e(as defined in the Employment Agreement), Employee shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following: (i) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated Option held by the Company without Cause or by Optionee shall continue to vest and become exercisable in accordance with the Employee Vesting Schedule as set forth in Section 2(b) for Good Reason an additional 36 months. The Optionee may exercise the Option, to the extent exercisable in accordance with this Section 3(d), for a period of 360 days after the end of the 36-month period or until the Expiration Date, if earlier. Any portion of the Option that is not exercisable at the end of 36 months following termination of employment shall terminate immediately and be of no further force or effect. Notwithstanding the foregoing, if Optionee breaches any of the provisions contained in Paragraph 5 or 6 of the Employment Agreement, (i) any portion of the Option that vested or will vest by virtue of this Section 3(d) shall immediately terminate and be of no force and effect upon delivery by the Company to Optionee of written notice of such calendar year but prior breach, and (ii) to the payment extent any portion of the Incentive Bonus for Option that vested by virtue of this Section 3(d) has been exercised, Optionee shall be required to disgorge to the Company the difference between the fair market value per Share on the date of exercise and the Option price per Share, multiplied by the number of Shares acquired by Optionee; provided, however, that if within ten (10) days of such calendar yearnotice Optionee delivers written notice to the Company disputing any such claimed breach, then Employee the Option shall be entitled continue to receive vest and become exercisable as provided in this Section 3(d) pending resolution of the Incentive Bonus, if any, for such calendar year, which shall be due and payable dispute in accordance with Section 4(g)(v) 14 of this the Employment Agreement; (iv) if Employee’s employment . If it is terminated by the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable determined in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration such dispute resolution procedures that Optionee breached any of the Restriction Period (as defined provisions contained in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on Paragraph 5 or following such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination 6 of the Employment PeriodAgreement, then upon such determination, (i) any portion of the Option that vested or will vest by virtue of this Section 3(d) shall immediately terminate and be of no force and effect and (ii) to the extent any portion of the Option that vested by virtue of this Section 3(d) has been exercised, Optionee shall be required to disgorge to the Company the difference between the fair market value per Share on the date of exercise and the Option price per Share, multiplied by the number of Shares acquired by Optionee.

Termination Without Cause or for Good Reason. (a) If Employeethe Company terminates Executive’s employment is terminated by the Company without Cause pursuant (other than due to Section 4(dDisability) or by Employee the Executive terminates his employment for Good Reason pursuant prior to Section 4(e)expiration of the Term, Employee the Company shall be entitled pay to receivethe Executive all Accrued Obligations, which for purposes of this subsection shall include any unpaid signing bonus and the prorated Annual Performance Bonus. In addition, provided the Executive signs a general release in favor of the Company and its affiliates (a “Release”) within forty-five (45) days of his Date of Termination, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employeedoes not revoke such Release, the following: Company shall pay the Executive severance (i“Severance”) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s one year of Base Salary, Salary (at the rate in effect immediately prior to the termination of Employee’s employment over the duration as of the Restriction PeriodDate of Termination), the “Severance Payments”). The Severance Payments shall be paid payable in equal installments (no less frequently than monthly) in accordance with the Company’s customary regular payroll practices, commencing beginning on the first regular payroll date after the revocation period for the Release has expired and continuing for twelve months thereafter (the “Severance Period”). Notwithstanding the foregoing, to the extent any portion of the Severance is considered to be deferred compensation subject to Section 409A, if the forty-five day period for signing the Release plus the applicable revocation period begin in one calendar year and end in another calendar year, any installments of Severance that otherwise would have been paid during that period will be accumulated and paid in the second calendar year (on or following such termination of employment and the first payment shall include payroll date in such year following expiration of the cumulative amount revocation period) and all other installments of Severance will be paid when otherwise due. To the extent any payments portion of the Severance or other amounts, the timing of which depends on the Executive’s Date of Termination, constitute deferred compensation subject to Section 409A, if the Executive is a “specified employee” within the meaning of Section 409A as of his separation from service (as determined in accordance with the methodology established by the Company), such portion of the Severance or other amounts that otherwise would have already accrued been paid during the “Applicable Period” shall be accumulated and paid in a lump sum on the first business day following the termination end of the Employment Applicable Period. The “Applicable Period” is the period beginning on the Executive’s separation from service and ending on the first date that is six (6) months after the Executive’s separation from service or if sooner, the first business day after the Executive’s death. Additionally, (in the event of a termination by the Company without Cause (other than due to Disability) or by the Executive for Good Reason) any options granted pursuant to Section 2.5 that are outstanding, but not vested, as of the Date of Termination shall become vested and exercisable as set forth in the applicable option agreement.

Termination Without Cause or for Good Reason. If Employee’s the Executive terminates his employment is terminated by the Company without Cause pursuant to Section 4(d) or by Employee under this Agreement for Good Reason pursuant to Section 4(e), Employee shall be entitled to receiveor the Company terminates the Executive’s employment hereunder without Cause (other than a termination by reason of death or Disability) during the Employment Period, and the Company’s sole obligation Executive has not received and is not entitled to Employee thereafter any payment under this Agreement Sections 8.4(e) hereof, then the Company shall be to pay or provide the Executive on the Date of Termination (except, and only to Employeethe extent that, the following:a later date is expressly provided in this Section 8.4(e)): (i) a lump sum, cash payment in the Accrued Obligationstotal amount equal to the Severance Payment, subject to receipt by the Company of a release executed by the Executive pursuant to and in accordance with Section 8.5 hereof; (ii) the Separate ObligationsAmounts and Benefits; (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this AgreementPrior Year Bonuses; (iv) if Employeethe Pro-Rata Bonus; (v) the Medical Continuation Benefits; and (vi) in the event a Change in Control shall not have theretofore occurred, and the Company has terminated the Executive’s employment is terminated by the Company under this Agreement without Cause or by the Employee Executive has terminated his employment under this Agreement for Good Reason, notwithstanding anything to the contrary contained herein or in the vesting and exercisability schedule in any stock option or other grant agreement between the Company and the Executive, all of the Executive’s then Employee outstanding stock options and other equity awards, if any, granted by the Company to the Executive pursuant to any such agreement shall, to the extent not already vested, vest in their entirety and, as applicable, become immediately and automatically exercisable commencing on the Date of Termination., and the Executive shall be entitled to receive a pro-rated Incentive Bonus, if any, for exercise such options within the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(vsixty (60) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect consecutive day period immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination Date of Termination (but not after the Employment Periodoriginal option term).

Termination Without Cause or for Good Reason. If Employee’s The following provisions -------------------------------------------- shall apply if the Participant's employment is terminated by the Company or an Affiliate without Cause pursuant to Section 4(d(as defined in the Employment Agreement) or by Employee the Participant terminates his employment for Good Reason pursuant to Section 4(e), Employee shall be entitled to receive, and (as defined in the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following:Employment Agreement): (i) if such termination occurs (x) after the Accrued Obligations;Company has executed a letter of intent or a definitive agreement relating to a transaction that would constitute a Change in Control and (y) on or prior to the date of a Change in Control occurring within 24 months after the date of execution of such letter of intent or definitive agreement, then Participant shall continue to vest in accordance with the Vesting Schedule as set forth in Section 2 until such Change in Control, at which time Participant shall become fully vested in all the Restricted Xxxxx, (ii) if such termination occurs after a Change in Control but on or prior to the Separate Obligations;first anniversary of the Change in Control, then the Participant shall become fully vested in all the Restricted Units upon such termination, and (iii) if Employee worked a full calendar year such termination occurs at any time other than as specified in Sections 3(d)(i) and her employment (d)(ii) above, then the Award shall continue to vest in accordance with the Vesting Schedule as set forth in Section 2 for an additional 24 months and any portion of the Award that is terminated by the Company without Cause or by the Employee for Good Reason after not vested at the end of such calendar year but prior to 24 months shall terminate immediately and the payment Participant shall have no further rights or interest therein. Notwithstanding the foregoing, if the Participant breaches any of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable provisions contained in accordance with Section 4(g)(v) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause Paragraphs 4 or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment PeriodAgreement, (i) any portion of the Award that will vest by virtue of this Section 3(d) shall immediately terminate upon any such breach and the Participant shall have no further rights or interest therein, and (ii) to the extent any portion of the Award has vested by virtue of this Section 3(d), the Participant shall be required upon any such breach to pay to the Company the fair market value per share of Class A Common Stock on the date of vesting, multiplied by the number of shares of Class A Common Stock received by the Participant (or after a Transaction the aggregate fair market value on the date of vesting of the stock, other securities, cash and/or other property received by the Participant upon such vesting).

Termination Without Cause or for Good Reason. If In addition to the payments set forth in Section 7(g) hereof, in the event that the Employee’s 's employment is terminated by with the Company without Cause pursuant to Section 4(dCorporation terminates either (1) or by Employee for Good Reason pursuant to Section 4(e), Employee shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following: (i) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonusa Change in Control, if any, for such calendar year, which shall be due and payable or (2) following the two-year period immediately subsequent to a Change in accordance with Section 4(g)(v) Control (including as a result of this Agreement; (iv) if Employee’s employment is terminated non-renewal of the Term by the Company without Cause or Corporation during such two-year period), in each case as a result of (i) a termination by the Employee for Good Reason, or (ii) a termination by the Corporation without Cause (other than for Retirement or Disability), then the Corporation shall pay to the Employee, in one lump sum within thirty days following the Date of Termination, his unpaid prorated Base Salary and unpaid prorated annual bonus based on the assumption that Employee shall be entitled to would receive a pro-rated Incentive Bonus, if any, his targeted annual bonus for the calendar year during which their employment was terminatedof termination, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in plus an annualized amount equal to the greater of (x) the sum of Employee’s 's then annual Base SalarySalary plus targeted annual bonus (hereinafter the Employee's "Annual Cash Compensation") multiplied by the number of whole and partial years remaining in the Term as it existed immediately preceding Employee's termination and (y) three (3) times Annual Cash Compensation, at payable within thirty days of the rate Date of Termination. In addition, all stock options granted to the Employee after the Effective Time shall vest and become immediately exercisable in effect full. The Corporation shall continue to provide, for the remainder of the Term as it existed immediately prior to Date of Termination, or if longer, for three years, the termination Employee (and the Employee's dependents if applicable) with the same level of medical, dental, accident, disability and life insurance benefits upon substantially the same terms and conditions (including cost of coverage to the Employee’s employment over ); provided, that, if the duration Employee cannot continue to participate in the Corporation's plans providing such benefits, the Corporation shall otherwise provide such benefits on the same after-tax basis as if continued participation had been permitted. Notwithstanding the foregoing, in the event the Employee becomes reemployed with another employer and becomes eligible to receive welfare benefits from such employer, the welfare benefits described herein shall be secondary to such benefits during the period of the Restriction PeriodEmployee's eligibility, but only to the “Severance Payments”). The Severance Payments shall be paid in accordance with extent that the Company’s customary payroll practices, commencing on Corporation reimburses the first regular payroll date on or following such termination of employment Employee for any increased cost and provides any additional benefits necessary to give the first payment shall include Employee the cumulative amount of any payments that would have already accrued following the termination of the Employment Periodbenefits hereunder.

Termination Without Cause or for Good Reason. If Live Nation may terminate the Employee’s employment is terminated by the Company without Cause pursuant to Section 4(d(as defined below) or by the Employee may terminate the Employee’s employment for Good Reason pursuant to (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 4(e409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), Employee and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation without Cause or the Employee’s termination of the Employee’s employment for Good Reason during the Term, Live Nation shall be entitled to receivepromptly or, and in the Company’s sole obligation to Employee thereafter under this Agreement shall be to case of obligations described in clause (iii) below, as such obligations become due, pay or provide to the Employee, the following: (i) the Accrued Obligations; Employee’s earned but unpaid Base Salary accrued through the date of such Separation from Service (the “Termination Date”), (ii) reimbursement of any business expenses incurred by the Separate Obligations; Employee prior to the Termination Date that are reimbursable under Section 3(e) above, and (iii) if Employee worked a full calendar year any vested benefits and her employment is terminated by the Company without Cause or by other amounts due to the Employee for Good Reason after under any plan, program or policy of Live Nation (together, the end of such calendar year but prior “Accrued Obligations”). In addition, subject to the payment Employee’s execution and non-revocation of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable a binding release in accordance with Section 4(g)(v5(g) below, in the event of this Agreement; (iv) if the Employee’s employment is terminated Separation from Service with Live Nation by the Company reason of a termination without Cause or a termination by the Employee for Good Reason, then Live Nation shall pay to the Employee shall be entitled to receive in a prolump-rated Incentive Bonussum payment within 90 days of the Employee’s Termination Date, if any, for but in no event later than March 15 of the calendar year during immediately following the calendar year in which their employment was terminatedthe Termination Date occurs, which shall be due provided the Employee has executed and payable in accordance with Section 4(g)(vnot revoked the binding release prior to that date, the equivalent of nine (9) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s months Base Salary, at the rate as in effect immediately prior to the termination Termination Date, less withholdings for applicable taxes and appropriate payroll deductions (the “Severance”). Additionally, if, due to the ongoing COVID-19 Issue or such similar pandemic or other infectious control measures, acts of God, mandates and / or restrictions imposed by applicable local, state or federal governments, live events and/or the concert business is significantly impeded or prevented from operating and there are company- or division-wide furloughs occurring related to similarly situated employees and the Employee’s employment over the duration of the Restriction Periodis temporarily furloughed or Base Salary is reduced, the “Employee agrees that such temporary furlough or salary reduction shall not be deemed a termination without Cause under this Agreement or deemed a breach of this Agreement. Notwithstanding the foregoing, the Employee will remain eligible for Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing provisions contained in this Section 5 based on the first regular payroll date on the furlough occurred only for purposes of determining how much Severance may be owed under this Section 5 under the following circumstances: (A) such temporary furlough exceeds twelve (12) months; or following such termination of (B) Live Nation notifies the Employee that the Employee’s employment and with Live Nation is terminated without Cause immediately after or during the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment Periodfurlough.

Termination Without Cause or for Good Reason. i. If the Company terminates Employee’s employment is terminated by the Company without Cause pursuant to Section 4(d) or by Employee terminates for Good Reason (as defined below), conditioned upon Employee signing the Separation Agreement and Full and Final Release of Claims attached as Schedule B, the Company will pay to the Employee 12 months of base salary withing 60 days of termination. Payment shall be made either pursuant to Section 4(e)the Company’s regular payroll schedule over the remaining Employment Period, Employee shall be entitled to receive, and at the Company’s sole obligation discretion, may be accelerated and paid over a shorter period of time. Company also agrees to pay employee a prorated bonus based in the year of termination. The prorated bonus shall be defined by the period of time of the last paid short term bonus date and the date of termination. Employee thereafter will also be entitled to all vested equity at the point of termination ii. If Company terminates Employee’s employment with Cause, as defined below, Employee will be paid his regular Base Salary through his separation date, after which no further monies shall be owed Employee under this Agreement Agreement. For purposes of this Agreement, “Cause” shall include: 1. Employee’s willful failure to materially perform his duties (other than any such failure resulting from incapacity due to physical or mental illness); (ii) Employee’s willful engagement in dishonesty, illegal conduct, or gross misconduct, which is, in each case, materially injurious to the Company or its affiliates; (iii) Employee’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude, if such felony or other crime is work-related, materially impairs the Employee’s ability to perform services for the Company or results in material reputational or financial harm to the Company or its affiliates; (iv) Employee’s willful violation of a material policy of the Company; or (v) Employee’s willful unauthorized disclosure of Confidential Information. For purposes of this provision, no act or failure to act on the part of the Employee shall be considered “willful” unless it is done, or omitted to pay be done, by the Employee in bad faith or provide without reasonable belief that the Employee’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Employee in good faith and in the best interests of the Company. Upon Employee’s request, the following:Board shall make a final determination for the Company of whether the Company’s reason for terminating Employee’s employment meets the definition of “Cause” set forth in this sub-paragraph. iii. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following without the consent of Executive: (i) the Accrued Obligations; a material diminution in Executive’s authority, duties or responsibilities; (ii) the Separate Obligations; a breach of this Agreement by Company, (iii) if Employee worked a full calendar year and her employment is terminated by material change in the Company without Cause geographic location at which Executive must perform services or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; reside; or (iv) if Employee’s employment is terminated by the Company without Cause a material change in base salary, or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employeeor a material change in Executive’s compliance with Section 5 hereof, payments annual bonus targets or eligibility for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment Periodincentive compensation.

Termination Without Cause or for Good Reason. If 2.1 Other than as set forth in Section 3 below, if the Employee’s employment is terminated by with the Company without Cause pursuant to Section 4(d) or by Employee for Good Reason pursuant to Section 4(e), Employee shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following: (i) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior due to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause Disability, or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; andCompany shall: (va) subject continue to Employee’s compliance with Section 5 hereof, payments for pay the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate Employee her base salary in effect immediately prior on the date of termination, to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practicespractices as are established or modified from time to time for the period of time (the “Severance Period”) until the earlier of (x) the date twelve (12) months following the date of termination, commencing or (y) the date on which the Employee commences employment or a consulting relationship with substantially equivalent compensation; (b) pay to the Employee (i) on the first regular payroll date on of termination, any base salary earned but not paid and any vacation accrued but not used through the date of termination, and (ii) within thirty (30) days after the date of termination, any reimbursable business expenses incurred by the Employee through the date of termination pursuant to any expense reimbursement policies of the Company then in effect; and (c) to the extent the Employee and any qualified beneficiary with respect to such Employee elects continuation of health benefit coverage under Section 4980B (“COBRA”) of the Internal Revenue Code of 1986, as amended (the “Code”), and continues to be eligible for such benefits, the Company shall provide payments to the Employee for such benefits equal to the amount contributed for active employees with similar benefits and similar participating beneficiaries until the earlier of (x) the Severance Period, or following such (y) the date the Employee becomes eligible for group health coverage through another employer. 2.2 Except for the payments under Section 2(b) (which are not contingent upon the Employee’s execution of a release of claims), the payments and benefits to the Employee under this Section 2 shall (i) be contingent upon the execution and non-revocation by the Employee of a general release of claims in favor of the Company, in the form provided by the Company at the time of the Employee’s termination of employment and (the first payment shall include the cumulative amount of any payments that would have already accrued “Release”) within sixty (60) days following the date of termination (the “Release Period”); provided that if the Release does not become effective during the Release Period, the payments and benefits described in Sections 2.1(a) and 2.1(c) of this Agreement that commenced following the date of termination shall cease following the Release Period and (ii) constitute the sole remedy of the Employee in the event of a termination of the Employment PeriodEmployee’s employment in the circumstances set forth in this Section 2. 2.3 Notwithstanding anything herein to the contrary, all benefits under this Section 2 shall terminate immediately if the Employee, at any time, violates any proprietary information, assignment of inventions agreement, confidentiality, non-competition or non-solicitation obligation to the Company, or any other continuing obligation to the Company.

Termination Without Cause or for Good Reason. (i) If Employee’s employment with the Company is terminated by the Company without Cause pursuant Cause, the Company shall pay to Section 4(d) or by Employee for Good Reason pursuant to Section 4(e)Employee, Employee shall be entitled to receive, and in lieu of the Company’s sole obligation to Employee thereafter then current severance policy, (x) on the Termination Date, any vacation pay (for earned but unused vacation) and the compensation and other benefits expressly provided under this Agreement shall be to pay or provide to Employee, Section 2 through the Termination Date and (y) a severance payment (the “Severance Payment”) consisting of the following: (iA) a lump sum cash payment equal to the Accrued Obligations; (iix) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated sum of .750 multiplied by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive Base Salary and (y) a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount bonus equal to 40% of the Employee’s Base Salary, at the rate in effect immediately prior ; and (B) a payment equal to the termination six months of Employee’s employment over the duration of the Restriction PeriodBase Salary, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practicespayable semi-monthly, commencing on the first regular payroll date Termination Date; provided however that if Employee’s termination occurs within 18 months after the Sale Process Completion Date, Employee shall receive the amounts described in this Section 3(c)(i)(B) as a lump sum cash payment on the Termination Date. Notwithstanding the foregoing, if a Successor (with the approval of the Company) offers Employee a Comparable Position and Employee declines such offer, then Employee shall not be entitled to a Severance Payment pursuant to this Section 3(c). (ii) If Employee’s employment with a Successor is terminated by the Successor without Cause or Employee terminates his employment with the Successor for Good Reason, in each case at anytime during the eighteen month period following such termination of employment the Sale Process Completion Date, the Successor shall pay to Employee (x) on the Termination Date, any vacation pay (for earned but unused vacation) and the first payment compensation and other benefits expressly provided under Section 2 through the Termination Date and (y) the Severance Payment. (iii) In addition to the compensation paid pursuant to Sections 3(c)(i) or (ii) above, (x) the Company (or Successor), at its expense, shall include continue to provide Employee with all employee benefits (including welfare benefit programs) and fringe benefits specified in Section 2(a)(iii) for 15 months following the cumulative amount Termination Date (or substantially comparable benefits); provided that the Company (or Successor) shall not be required to make DC pension contributions on behalf of Employee, and (y) except as set forth in Section 4(e), all vested stock options, shares of restricted stock and other stock or stock based awards granted by the Company to Employee shall remain exercisable by Employee subject to the terms and conditions of any payments that would have already accrued following the termination of the Employment Periodplans which such grants or awards were made under.

Termination Without Cause or for Good Reason. If EmployeeThe Company may terminate Executive’s employment is terminated by the Company without Cause pursuant (as defined below) at any time during the Employment Period upon ten (10) days’ written notice provided to Executive in accordance with Section 4(d) or by Employee for Good Reason pursuant to Section 4(e)8 below or, Employee shall be entitled to receive, and in the Company’s sole obligation discretion, payment of Executive’s Base Salary for such period in lieu of notice. In addition, Executive may terminate his employment for Good Reason (as defined below) at any time during the Employment Period in accordance with the terms of Section 7(i)(ii) hereof. If Executive experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Code, and Treasury Regulation Section 1.409A-1(h)) (“Separation from Service”) due to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following: (i) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated termination by the Company without Cause or by the Employee Executive for Good Reason after Reason, the end Company shall promptly or, in the case of obligations described in clause (iv) below, as such obligations become due, pay or provide to Executive, (i) Executive’s earned but unpaid Base Salary accrued through the date of such calendar year Separation from Service (the “Termination Date”), (ii) accrued but unpaid vacation time through the Termination Date, (iii) reimbursement of any unreimbursed business expenses incurred by Executive prior to the payment Termination Date that are reimbursable under Section 6 above, (iv) any vested benefits and other amounts due to Executive under any plan, program or policy of the Incentive Bonus for such calendar yearCompany, then Employee shall be entitled and (v) any payment in lieu of notice of termination under this Section 7(a) (together, the “Accrued Obligations”). In addition, subject to receive the Incentive Bonus, if any, for such calendar year, which shall be due Section 7(f) below and payable Executive’s execution and non-revocation of a binding release in accordance with Section 4(g)(v7(g) below, in the event of this Agreement; (iv) if Employeea termination of Executive’s employment is terminated by the Company without Cause or by the Employee Executive for Good Reason, then Employee shall be entitled to receive a pro50% of the then-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) unvested Shares subject to Employee’s compliance with Section 5 hereof, payments for the duration each of the Restriction Period Option and the Restricted Stock award shall vest immediately prior to such termination, provided, that if such termination occurs within the one year period after either of (x) a Change in Control or (y) the consummation of an Excluded Acquisition (as defined in Section 5(cthe Plan) below) that, but for the Change in an annualized amount equal Control Exceptions (as defined in the Plan), would constitute a Change in Control, in either case, then all of the then-unvested Shares subject to each of the Employee’s Base Salary, at Option and the rate in effect Restricted Stock award shall vest immediately prior to such termination; provided further, if the termination of Employee’s employment over preceding proviso is not applicable, then the duration portion of the Restriction PeriodOption and Restricted Stock award that did not vest immediately prior to such termination shall conditionally remain outstanding and unvested, and if within the six-month period following such termination, an event described in clause (x) or (y) occurs, such unvested portion shall vest upon such event, and as to the Option, shall remain exercisable for at least 30 days thereafter (unless canceled in connection with such Change in Control), and if within the six-month period following such termination, an event described in clause (x) or (y) does not occur, such unvested portion shall be forfeited on the six-month anniversary of the Termination Date. Notwithstanding the foregoing, in no event shall any portion of any such award remain outstanding beyond its stated expiration date. The accelerated vesting described in the preceding sentence shall be referred to herein as the “Severance PaymentsSeverance.”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment Period.

Termination Without Cause or for Good Reason. The Bank may terminate the Executive’s employment without Cause upon written notice to the Executive. The Executive may terminate his employment with the Bank at any time for Good Reason (as defined below) upon written notice to the Bank. If Employeethe Bank terminates the Executive’s employment without Cause or if the Executive terminates his employment with the Bank for Good Reason, within thirty (30) days following the termination of Executive’s employment, the Bank shall pay the Executive a lump sum termination benefit equal to an amount equal to the Executive’s remaining Annual Base Salary through the end of the Term (the “Remaining Term Payment”). To the extent permissible, the Bank also shall continue to provide to the Executive, at the same level of cost to the Executive as prior to such termination, the hospital, health, disability and medical benefits which may be available from time to time to officers of the Bank, in accordance with the terms hereof, until the later of three (3) months from the date the Executive’s employment is terminated without Cause by the Company without Cause pursuant to Section 4(d) Bank or by Employee for Good Reason pursuant by the Executive or the first anniversary of the Effective Date. Notwithstanding the forgoing, the Bank shall not be obligated to make any payments provided for hereunder unless and until Executive has delivered the executed Release provided for under Section 4(e), Employee 23 hereof. In the event the Executive’s employment hereunder shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following: (i) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated by the Company Bank without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee Executive for Good Reason, then Employee the Executive shall be obligated to promptly inform the Bank of any new employment. Although the Executive shall have no obligation to mitigate, if the Executive’s new employment provides the Executive with hospital, health, disability and medical benefits which are equivalent to the benefits payable by the Bank hereunder, the Bank may permanently reduce or terminate the duplicative benefits it is obligated to provide hereunder. The Executive shall not have a duty to mitigate the damages suffered by the Executive in connection with the termination by the Bank of his employment without Cause of the Executive’s termination of his employment with the Bank for Good Reason. Except as set forth in this Section 10, the Executive shall not be entitled to receive any other payments or benefits following a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment Periodwithout Cause.

Termination Without Cause or for Good Reason. Notwithstanding any other provision of this Section 7, Employer shall have the right to terminate Employee's employment with Employer without Cause, and Employee may terminate his employment with Employer for Good Reason. If Employee’s employment Employee is terminated by the Company Employer without Cause pursuant to Section 4(d) "Cause," or by if Employee for Good Reason pursuant to Section 4(e), Employee shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under terminates this Agreement shall be for "Good Reason," or if Employer gives notice as provided in Section 2 of its election not to pay or provide to Employee, the following: (i) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee for Good Reason renew this Agreement after the end of such calendar year but prior to the payment expiration of the Incentive Bonus for such calendar yearinitial term (or, if applicable, any extended term), then Employee shall receive a severance payment equal to the greater of one year of Employee's Base Salary or the Base Salary payable to Employee for the remainder of the term of this Agreement (except if the termination is due to Employer's election not to renew this Agreement, the severance payment shall be entitled limited to receive the Incentive Bonusone year of Employee's Base Salary), in each case including all unused vacation, earned bonuses, and other benefits, if any, for which are accrued, owing and unpaid at the date of termination. In addition, in such calendar year, which shall be due and payable in accordance with event Employer agrees to continue Employee's medical/dental/vision insurance benefits as provided by Section 4(g)(v) 6 hereof from the effective date of such termination until the end of the severance payment period. For the purposes of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for , "Good Reason, then Employee " shall be entitled mean (1) a reduction in Employee's base salary; or (2) a material demotion; or (3) a material reduction in Employee's responsibilities or authority; or (4) an involuntary relocation of the place of Employee's employment with Employer more than twenty (20) miles away from El Dorado Hills (excluding business travel consistent with Employee's duties to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(vEmployer); or (5) any material breach of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereofAgreement by Employer which, payments for the duration in each of the Restriction Period cases described in causes (as defined in Section 5(c1) belowthrough (5), above, is not cured within fifteen (15) in an annualized amount equal days after Employee gives written notice to Employer stating the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration nature of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment Periodclaimed breach.

Termination Without Cause or for Good Reason. If Employee’s employment is terminated by In the event the Company terminates the employment of Employee without Cause Cause, pursuant to Section 4(d1.8(d) hereof, or by Employee terminates his employment for Good Reason Reason, pursuant to Section 4(e)1.8(e) hereof, Employee shall be entitled to receive, and then the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the followingCompany agrees as follows: (i) To pay to Employee any accrued obligations due to the Accrued ObligationsEmployee (to the extent applicable), within thirty (30) days after the effective date of such termination (or such earlier periods as may be required by applicable Law); (ii) To provide Employee with severance pay in an amount equal to Employee’s salary rate immediately prior to the Separate Obligationseffective date of such termination, but in no event less than the Employee’s salary for the immediately preceding twelve (12) month period, for a period of twelve (12) months (the “Severance Payment”). The Severance Payment will be paid in equal installments in accordance with the Company’s standard payroll procedures on the Company’s regularly scheduled payroll dates; (iii) if To continue to pay Employee’s monthly premiums due for health insurance coverage, including any costs associated with family or dependent coverage. Such payments shall be made from the first date on which Employee worked a full calendar year and her employment is terminated by loses health coverage as an employee of the Company without Cause until the earliest of (i) the date that the Company has paid 12 monthly premiums in total, or by (ii) the date when Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable receives health insurance coverage in accordance connection with Section 4(g)(v) of this Agreementnew employment or self-employment; (iv) if To pay to Employee that portion of any any bonuses or incentive compensation earned (but unpaid) with respect to the period prior to the effective date of the Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then Employee termination. Such payment shall be entitled to receive paid in a pro-rated Incentive Bonus, if any, for lump sum within thirty (30) days after the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) effective date of this Agreementthe Employee’s termination; and (v) subject To allow for continued participation by Employee in all benefit programs in which the Employee participated prior to Employee’s compliance with Section 5 hereofhis termination for a period of 12 months after the effective date of such termination; provided, payments for however, that the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal Employee shall not be entitled to receive any benefits under any benefit program to the Employee’s Base Salaryextent the conditions, at provisions and terms contained in such program require that the rate in effect immediately prior beneficiary be employed by the Company; and provided further that to the termination of Employee’s employment over extent the duration of the Restriction PeriodEmployee becomes entitled to comparable benefit programs with a new employer, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on obligations under this Section 1.9(d)(v) shall cease; and (vi) All issued but unvested stock options or following such termination of employment and the first payment other equity compensation shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment Periodimmediately vest.

Termination Without Cause or for Good Reason. If Employee’s employment is terminated by the Company without Cause pursuant to Section 4(d) or by Employee for Good Reason pursuant to Section 4(e), Employee shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following: (i) If the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment Executive is involuntarily terminated by the Company without Cause or by the Employee terminates his employment for Good Reason after Reason, the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee Executive shall be entitled to receive all previously earned and accrued but unpaid Base Salary up to the Incentive Bonusdate of such termination. Provided the Executive has executed a release of claims in a form satisfactory to the Company within 21 days after his involuntary termination of employment without Cause or termination for Good Reason, the Executive shall also be entitled to severance pay equal to 2.99 times his annual Base Salary. Such severance payments will be made in equal installments over a 36 month period payable on the dates on which the Executive’s Base Salary would have otherwise been paid if any, for such calendar year, which Executive’s employment had continued. All payments shall be due subject to deductions for customary withholdings, including, without limitation, federal and payable state withholding taxes and social security taxes. Notwithstanding anything herein to the contrary, the Executive shall not be entitled to such severance pay hereunder if he becomes entitled to any termination payments or other severance payments under the Change of Control Agreement. (ii) In the event that the Executive is determined to be a specified employee in accordance with Section 4(g)(v409A of the Internal Revenue Code of 1986, as amended, and the regulations and other guidance issued thereunder for purposes of any severance pay payment under this subsection (c), such severance payments shall begin on the first payroll date that is more than six months following the date of separation from service, but only to the extent that such payments do not satisfy either the short term deferral exception to Code Section 409A described in 26 CFR §1. 409A-1(b)(4) of (“Short Term Deferral Exception”) or, to the extent such payments do not satisfy the Short Term Deferral Exception, the involuntary termination exception to Code Section 409A described in 26 CFR §1.409A-1(b)(9). At all times, the right to all such installment payments made under this Agreement; subsection (ivc) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled treated as the right to receive a pro-rated Incentive Bonus, if any, for series of separate payments within the meaning of 26 CFR §1.409A-2(b)(2)(iii). In the event that a termination of employment occurs on or after December 1st of a calendar year during which their employment was terminatedthat would entitle the Executive to severance under Section 2.4(c) above, which shall be due and severance payments are payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination first payroll date that is more than six months following the date of Employee’s employment over the duration of the Restriction Periodseparation from service, the “Severance Payments”). The Severance Payments such severance benefits shall be paid in accordance with the Company’s customary payroll practices, commencing on commence no earlier than the first regular payroll date on or in the following calendar year and within 90 days after such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment Periodseparation from service.

Termination Without Cause or for Good Reason. If Employee’s employment is terminated (i) In the event of a termination (x) by the Company without other than for Cause pursuant to Section 4(dor (y) or by Employee the Executive for Good Reason pursuant to Section 4(eReason, in each case, that occurs outside of the CIC Severance Period (as defined below), Employee shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to Company will pay or provide to Employee, the Executive the following, subject to the provisions of Section 8 hereof: (i1) the Accrued Obligations;Benefits; and (2) subject to the Executive’s continued compliance with the obligations in Section 8, Section 9 and Section 10, an amount equal to the product of (i) 1.5 and (ii) the Separate Obligations; Base Salary (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year“General Severance”), then Employee which amount shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment regular installments over the duration 18-month period following the date of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid termination in accordance with the Company’s customary normal payroll practicespractice; provided that to the extent that the payment of any amount constitutes “nonqualified deferred compensation” for purposes of Section 409A (as defined in Section 25 hereof), commencing on any such payment scheduled to occur during the first regular payroll date on or 60 days following the termination will not be paid until the first regularly scheduled pay period following the 60th day following such termination and will include payment of any amount that was otherwise scheduled to be paid prior thereto. Notwithstanding the forgoing, in the event that either (i) the Executive’s termination of employment is in connection with the wind down of the Company or (ii) a notice to proceed is not reached on a facility by February 15, 2025 and the first Executive’s termination of employment occurs following February 15, 2025, as determined by the Board in its sole discretion, no General Severance will be payable pursuant to this Section 7(d)(i)(2). (ii) In the event of a termination (x) by the Company other than for Cause or (y) by the Executive for Good Reason, in each case, that occurs during the 24-month period following a Change in Control (as defined in the Plan and such period being the “CIC Severance Period”), the Company will pay or provide to the Executive the following, subject to the provisions of Section 8 hereof: (1) the Accrued Benefits; and (2) subject to the Executive’s continued compliance with the obligations in Section 8, Section 9 and Section 10, a lump sum payment shall include equal to the cumulative amount product of (i) 2.25 and (ii) the Base Salary for the year in which the termination occurs (the “CIC Severance”), payable within 60 days following the date of termination; provided that to the extent that the payment of any payments that would have already accrued amount constitutes “nonqualified deferred compensation” for purposes of Section 409A, any such payment scheduled to occur during the first 60 days following the termination will not be paid until the first regularly scheduled pay period following the 60th day following such termination and will include payment of any amount that was otherwise scheduled to be paid prior thereto. Notwithstanding the forgoing, in the event that either (i) the Executive’s termination of employment is in connection with the wind down of the Employment PeriodCompany or (ii) a notice to proceed is not reached on a facility by February 15, 2025 and the Executive’s termination of employment occurs following February 15, 2025, as determined by the Board in its sole discretion, no CIC Severance will be payable pursuant to this Section 7(d)(ii)(2). Payments and benefits provided in this Section 7(d) are in lieu of any termination or severance payments or benefits for which the Executive may be eligible under any Company policies or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation.

Termination Without Cause or for Good Reason. If Employee’s (a) At any time the Company shall have the right to terminate this Agreement and the Executive's employment hereunder by written notice to the Executive; provided, that (i) within thirty (30) days after the date of termination, the Company shall pay the Executive any unpaid amounts of his Base Salary accrued prior to the date of termination, (ii) in lieu of any further Base Salary, incentive compensation or other payments to the Executive for periods subsequent to the date of termination, and as a severance benefit to the Executive, the Company shall continue to pay the Executive for a period of six months following the date of termination an amount equal to the installments of his Base Salary (at the rate in effect at the date of termination) that would have been paid to him had this Agreement and his employment hereunder not been terminated, and (iii) if this Agreement and the Executive's employment hereunder is terminated by pursuant to this Section 4.4(a) at any time following the expiration of six months after the Effective Date, the Company without Cause pursuant shall pay the Executive the Additional Amount, if any, determined and payable in accordance with Section 4.4(c) hereof. Upon making such payment, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to Section 4(d) or by Employee for Good Reason pursuant to Section 4(ethe date of termination); provided, Employee that the Executive shall be entitled to receivereceive any amounts then payable pursuant to any pension or employee benefit plan, and life insurance policy or other plan, program or policy then maintained or provided by the Company’s sole obligation Company to Employee thereafter under this Agreement the Executive in accordance with the terms thereof. The Company shall be deemed to pay or provide have terminated the Executive's employment pursuant to Employee, the following: (i) the Accrued Obligations; (ii) the Separate Obligations; (iii) this Section 4.4 if Employee worked a full calendar year and her such employment is terminated by the Company without Cause or by reason of the Employee Executive's death or disability, or by the Executive for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c4.4(b) belowhereof). (b) For purposes of this Agreement, "Good Reason" means a material breach by the Company of this Agreement, including any material reduction in an annualized amount equal the Executive's authority, duties or responsibilities as contemplated by Section 1.2 of this Agreement, in each case which is not cured (if capable of being cured) by the Company within thirty (30) days after written notice of same from the Executive to the Employee’s Base Salary, at Company. Any termination by the rate Executive for Good Reason pursuant to this Section 4.4 shall be made in effect immediately prior writing to the termination of Employee’s employment over Company, which notice shall set forth in reasonable detail the duration of breach or breaches upon which the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on or following Executive is relying for such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment Periodtermination.

Termination Without Cause or for Good Reason. (a) Company may terminate Executive's employment at any time for any reason. If Employee’s Executive's employment is terminated by the Company without other than (i) for Cause pursuant to (as defined in Section 4(d8.4 hereof), or (ii) as a result of Executive's death or by Employee Permanent Disability (as defined in Section 8.2 hereof), or (iii) if the Term expires following the giving of a Non-renewal Notice; or if Executive terminates his employment for Good Reason pursuant (as defined in Section 8.1 (b) hereof) prior to Section 4(e), Employee the Expiration Date; Executive shall be entitled to receive, and receive or commence receiving as soon as practicable in accordance with the Company’s sole obligation to Employee thereafter under terms of this Agreement shall be to pay or provide to Employee, the followingAgreement: (i) such payments under applicable plans or programs, including but not limited to those referred to in Section 5.3 hereof, to which he is entitled pursuant to the Accrued Obligationsterms of such plans or programs through the date of termination; (ii) any earned but unpaid bonus which amount shall be paid in a cash lump sum within thirty (30) days of the Separate Obligationsdate of termination; (iii) if Employee worked a full calendar year and her employment is terminated by severance payment (the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment "Severance Payment"), which amount shall be paid in a cash lump sum within thirty (30) days of the Incentive Bonus date of termination, in the amount of the greater of (a) $2,500,000; or (b) the aggregate amount of the Executive's Base Salary for such calendar year, the then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) remaining term of this Agreement; (iv) if Employee’s employment is terminated immediate vesting of all unvested stock options and the extension of the exercise period of such options to the later of the longest period permitted by the Company without Cause Company's stock option plans or by ten years following the Employee for Good Reason, then Employee Termination Date; (v) payment in respect of accrued but unused vacation days (the "Vacation Payment") and compensation earned but not yet paid (the "Compensation Payment") which amount shall be entitled to receive paid in a pro-rated Incentive Bonus, if any, for cash lump sum within thirty (30) days of the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) date of this Agreementtermination; and (vvi) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salarycontinued coverage, at the rate Company's expense for a period of 24 months from the date of termination under all executive health, dental, disability and life insurance plans in effect immediately prior to which the termination of Employee’s employment over the duration Executive participates as of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid date of termination in accordance with the Company’s customary payroll practicesrespective terms thereof. (b) For purposes of this Agreement, commencing on the first regular payroll date on or following such termination of employment and the first payment "Good Reason" shall include the cumulative amount of mean any payments that would have already accrued following the termination of the Employment Period.following (unless done with Executive's express prior written consent):

Termination Without Cause or for Good Reason. If Upon the termination of Employee’s employment is terminated by the Company without Cause pursuant to Section 4(d) or by Employee for Good Reason pursuant to Section 4(e), Employee shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following: (i) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then and provided that (i) Employee timely executes and does not revoke the Release required under Section 3(a) of this Amendment Agreement and (ii) Employee has complied with and continues to comply with the restrictive covenants set forth in his Employment Agreement, Employee shall be entitled become eligible to receive the following payments and benefits: (i) The Company shall pay Employee a pro-rated Incentive Bonus, if any, severance payment in an amount equal to the sum of (i) six months of Employee’s Base Salary (at the rate then in effect) and (ii) one week of Employee’s Base Salary (at the rate then in effect) for each year of service with the calendar year during which their employment was terminatedCompany up to a maximum of an additional twelve weeks, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereofpaid as a salary continuance, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary normal payroll practices. This payment will be inclusive of all statutory entitlements owing for notice and severance, commencing if applicable, under the Employment Standards Act. (ii) The Company shall pay Employee a lump sum payment equal to the cost that would be payable by the Company, as measured as of Employee’s Termination Date, to obtain continued health care coverage for Employee and Employee’s spouse and eligible dependents, as applicable, under the Company’s employee group health plan for the eighteen-month period following termination, at the level in effect for each of them on such Termination Date. Payment will be made within sixty days following Employee’s Termination Date. (iii) The Company shall pay Employee a prorated Annual Bonus for the first regular payroll date on or following such Fiscal Year in which Employee’s termination of employment occurs. The prorated Annual Bonus shall be determined by multiplying the target bonus for the Fiscal Year of termination by a fraction, the numerator of which is the number of days during which Employee was employed by the Company in the Fiscal Year in which the Termination Date occurs and the first payment denominator of which is 365. The prorated Annual Bonus shall include be paid within sixty days following Employee’s Termination Date. (iv) If such termination occurs prior to or more than 24 months following a Change of Control, then the cumulative amount Equity Awards shall be treated as follows: a. Subject to subsection (e), any outstanding share option, which vests solely upon continuous service with the Company (each, a “Time-Based Option”), shall, on the Termination Date, become vested and exercisable with respect to the number of any payments shares (if any) that would have already accrued vested and become exercisable had Employee continued in employment or service for a period of twelve months following the termination Termination Date (the “Special Vesting Option Shares”). All Time-Based Options may be exercised for any Special Vesting Option Shares and any previously-vested shares for a period of six months following the Termination Date, but in no event later than the expiration date of the Time-Based Option. Each Time-Based Option (including with respect to the Special Vesting Option Shares and any previously-vested shares) shall terminate on the date that is six months following the Termination Date or (if earlier) upon the expiration of the term of the Time-Based Option. b. Subject to subsection (e), any outstanding restricted share unit award, which vests solely upon continuous service with the Company, shall, on the Termination Date, become vested and payable with respect to the number of units (if any) that would have vested had Employee continued in employment or service for a period of twelve months following the Termination Date. The shares underlying any restricted share units that vest under this subsection (iv)(b) shall be issued on the Termination Date or as soon as reasonably practicable thereafter, but in no event later than the end of the calendar year in which the Termination Date occurs. c. Subject to subsection (c), any outstanding performance share award, which (A) was subject to vesting in whole or in part based on attainment of performance objectives and (B) with respect to which the specified performance period has been completed prior to the Termination Date such that the award remains subject to vesting only based on continuous service during a specified service period, shall, on the Termination Date, become vested with respect to the number of shares (if any, as determined in accordance with the agreement evidencing the award) that would have vested had Employee continued in employment or service for a period of twelve months following the Termination Date, based on the level of attainment of the performance objectives. Any shares that vest under this subsection (iv)(c) shall be issued on the Termination Date or as soon as reasonably practicable thereafter, but in no event later than the end of the calendar year in which the Termination Date occurs. Any performance share award that was subject to vesting in whole or in part based on attainment of performance objectives and with respect to which the performance period has not been completed prior to the Termination Date, shall terminate immediately upon Employee’s termination. (v) If such termination occurs within 24 months following a Change of Control, then the Equity Awards to the extent outstanding shall be treated as follows: a. Subject to subsection (e), any Time-Based Option shall become fully vested and exercisable upon such termination. All Time-Based Options (including with respect to any previously-vested shares) may be exercised for a period of six months following the Termination Date, but in no event later than the expiration date of the Time-Based Option. Each Time-Based Option shall terminate on the date that is six months following the Termination Date or (if earlier) upon the expiration of the term of the Time-Based Option. b. Subject to subsection (e), any outstanding restricted share unit award, which vests solely upon continuous service with the Company, shall become fully vested and payable upon such termination. The shares underlying any restricted share units that vest under this subsection (v)(b) shall be issued upon such termination. c. Subject to subsection (e), any outstanding performance share award shall, upon such termination, become vested with respect to the number of shares (if any as determined under the agreement evidencing the award) then subject to the award. Any shares that vest under this subsection (v)(c) shall be issued within sixty days following such termination. (vi) The Equity Awards shall continue to be governed by and subject to the terms of the applicable award agreements (including any clawback provisions thereunder), as amended to reflect this subsection (c). (vii) If Employee does not execute or revokes the Release, he shall only be entitled to amounts that would owing under the Ontario Employment PeriodStandards Act.

Termination Without Cause or for Good Reason. If Employee’s In the event of Executive's termination of employment is terminated with the Company (i) by the Company without Cause "Cause" (as defined herein), (ii) by Executive for "Good Reason" (as defined herein) or (iii) if the Company notifies Executive pursuant to Section 4(d) 6 that it has elected not to renew this Agreement after the initial three-year term or by Employee for Good Reason pursuant to Section 4(e)any subsequent one-year term, Employee Executive shall be entitled to receivethe benefits set forth below in this Section 7(a). As a condition to the payment of any severance benefits or any other benefits to which Executive is not absolutely entitled as a matter of law, the Executive shall execute and deliver the Company’s sole obligation "Release" in the form attached hereto as Exhibit A, in consideration for which the Company agrees to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following: (iA) The Company shall pay Executive in a prompt lump-sum cash payment an amount equal to two times the Accrued Obligations;Executive's annual Base Salary (as in effect at the date of Executive's termination determined without regard to any reduction in such Base Salary constituting Good Reason). (iiB) the Separate Obligations; The Company shall pay Executive in a prompt lump-sum payment 50% of target Annual Bonus (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee for Good Reason after the end 75% of such calendar year but prior to the payment of the Incentive his target Annual Bonus for fiscal year 2004 only) then in effect (excluding the Stretch Bonus but determined without regard to any reduction in such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for target Annual Bonus constituting Good Reason, then Employee shall be entitled to receive a ) pro-rated Incentive Bonus, if any, for the calendar number of days during such year during which their employment that Executive was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; andemployed by the Company. (vC) subject All restricted stock, stock options and other equity awards granted under the Executive LTIP, shall vest in full on the date of such termination of employment, and all stock options shall continue to Employee’s compliance with Section 5 hereof, payments be exercisable for the duration remainder of their stated terms. (D) For six (6) months from the Restriction Period (as defined date of termination, the Company shall arrange to provide Executive and his dependents, at the Company's cost, medical and dental coverage providing substantially similar benefits to those which Executive and his dependents were receiving immediately prior to such date, and additionally, the Company shall pay Executive, in Section 5(c) below) in a prompt lump-sum payment, an annualized amount equal to the Employee’s Base Salary, at the Company's monthly COBRA rate for family coverage then in effect immediately prior to times eighteen (18). (E) The Company shall pay Executive the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”amounts described in Section 7(d). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment Period.

Termination Without Cause or for Good Reason. The Company may terminate Executive’s employment hereunder at any time during the Term for any reason other than for “cause” (as defined above) by giving Executive at least ten (10) days written notice, and Executive may terminate his employment at any time for “good reason” (as defined below) by giving the Company at least ten (10) days written notice. If EmployeeExecutive’s employment is terminated by pursuant to the preceding sentence, the Company without Cause shall pay to Executive all salary and bonuses accrued up to and including the date of termination, all unused vacation and all unreimbursed expenses which are reimbursable pursuant to Section 4(d) or by Employee for Good Reason pursuant 4 incurred prior to Section 4(e)such termination. As used in this Agreement, Employee “good reason” shall be entitled to receive, and defined as (i) the material breach of this Agreement by the Company, (ii) the assignment of Executive without his consent to a position, responsibilities or duties of a materially lesser status or degree of responsibility than his position, responsibilities, or duties as stated in this Agreement, or (iii) any reduction of the Annual Salary without Executive’s sole obligation to Employee thereafter under this Agreement shall be to pay consent. In addition, in the event of such termination without cause or provide to Employeefor good reason, the followingCompany shall have the following duties: (i) The Company shall pay to Executive a severance payment in an amount equal to six (6) months of the Accrued Obligationssalary then payable to Executive pursuant to Section 3(a) hereof on the date of termination, but not more than the Salary left to be paid during the remainder of the Term (the “Severance Payment”). The Severance Payment shall be paid in approximately equal bi-weekly installments, or at such other intervals as may be established for the Company's customary pay schedule, at the annual rate of Executive’s Salary on the date of termination; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated by the The Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior shall pay to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive BonusExecutive all deferred compensation, if any, for such calendar yearowed to Executive, which shall be due and payable under any other agreement in accordance with Section 4(g)(va single lump sum payment immediately following termination. However, any amounts owed under a 401(k) of this Agreement; (iv) if Employee’s employment is terminated by or other plan qualified under the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments Internal Revenue Code shall be paid in accordance with the terms and provisions of such plans; (iii) All outstanding stock options allocated to Executive which would have been vested at the end of the Term had Executive remained employed by the Company to the end of the Term, shall be immediately vested, subject to the restrictions that may apply under the law including restrictions applicable to any options granted under the Company’s customary payroll practices, commencing on 2010 Long-Term Incentive Plan; and (iv) Executive shall no longer be subject to the first regular payroll date on or following such termination covenants and agreements not to compete under Section 6 of employment and the first payment shall include the cumulative amount of any payments that would have already accrued this Agreement following the date of termination of the Employment Periodunder this Section 5(d).

Termination Without Cause or for Good Reason. If Employee’s In the event the Executive's employment is terminated by the Company without Cause pursuant to Section 4(d) other than for Cause, or by Employee for Good Reason pursuant to Section 4(e), Employee shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following: (i) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee Executive for Good Reason after Reason, the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee Executive shall be entitled to receive within thirty (30) days following termination (i) all compensation and benefits accrued to the Incentive BonusDate of Termination, (ii) a lump sum amount equal to the Applicable Base Salary which would otherwise be paid through the end of the Term (calculated, if anysuch termination occurs during the Extended Duties Term, as though the Extended Duties Term lasts through the end of the Term), and (iii) target Bonus for such calendar the year of termination (calculated as if the Executive had remained in employment through the end of the applicable Bonus Year) pro-rated to reflect the number of days of employment during the year. In addition, which shall be due and payable in accordance with Section 4(g)(v(i) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then Employee Executive shall be entitled to receive a pro-rated Incentive Bonusretirement benefit commencing on the earlier of (A) the Retirement Benefit Commencement Date, if any, for or (B) the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(vdate that is six (6) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for months following the duration of date the Restriction Period Executive "separates from service" (as defined in for purposes of Section 5(c) below) 409A of the Code), in an annualized amount equal to the Employee’s Base SalaryNormal Retirement Benefit (without actuarial adjustment on account of accelerated commencement), at (ii) the rate in effect immediately prior Executive and his Spouse shall be entitled to the termination of Employee’s employment over the duration immediate commencement of the Restriction PeriodInsurance Benefits, (iii) any unvested (or unexercisable) stock options or unvested shares of restricted stock shall become immediately vested (and exercisable), (iv) all stock options, including the “Severance Payments”). The Severance Payments Options, shall continue to be exercisable for the remainder of their original term, (v) the Executive shall be paid entitled to the benefits described in accordance with Section 6(c) and Section 7(b) above for the Company’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination remainder of the Employment PeriodTerm, and (vi) the Company shall maintain at its expense the Life Insurance Policy for the remainder of the Executive's life.

Termination Without Cause or for Good Reason. If Employee’s employment hereunder is terminated by the Company Employer without Cause pursuant to Section 4(d) or by Employee for Good Reason pursuant to Section 4(e)Reason, Employee shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the followingthen: (iA) Employer will pay the Accrued Obligations;Obligations to Employee promptly (within fifteen (15) days) following the effective date of such termination. (iiB) Employer will provide Employee with additional separation pay under the Separate Obligations; following terms and conditions: (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; (iv1) if Employee’s employment is terminated by under this subsection (ii) within Employee’s first (1St) year of employment under this Agreement, Employer shall pay to Employee an amount equal to six (6) months of the Company without Cause or by Base Salary; (2) if Employee’s employment is terminated under this subsection (ii) within Employee’s second (2nd) year of employment under this Agreement, Employer shall pay to Employee an amount equal to twelve (12) months of the Base Salary; and (3) if Employee’s employment is terminated under this subsection (ii) any time after the inception of Employee’s third (3rd) year of employment under this Agreement, Employer shall pay to Employee for Good Reason, then Employee an amount equal to eighteen (18) months of the Base Salary. Any payments made under this subsection (ii) shall be entitled made in equal monthly installments in accordance with Employer’s usual payroll practices, or in a single lump sum payment in Employer’s sole discretion. (C) Should Employee continue his medical and dental insurance pursuant to receive a prothe Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA), Employer will reimburse to Employee the cost of the COBRA payments made by Employee to continue his participation in Employer’s medical and dental insurance plans, less Employee’s co-rated Incentive Bonus, pay if any, for the calendar year during which their employment was terminated, any (which shall be due deducted from any payments made to Employee under this subsection), through the applicable monthly period described in subsections (ii)(B)(1), (ii)(B)(2), and payable in accordance with Section 4(g)(v(ii)(B)(3) of this Agreement; andabove, to the same extent that such insurance is provided to persons employed by Employer. (vD) subject to Employee’s compliance with Section 5 hereof, The payments for the duration of the Restriction Period and benefits described in this subsection (as defined in Section 5(cii) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing will begin on the first regular payroll pay date on or following such termination the effective date of employment the separation agreement set forth in subsection (iv) below. (E) In the event that Employee is eligible for payments and the first payment benefits under subsection (iii) below, Employee shall include the cumulative amount of not be eligible for and shall not receive any payments that would have already accrued following the termination of the Employment Periodand benefits described in this subsection (ii).

Termination Without Cause or for Good Reason. If Employee(A) In the event that the Participant’s employment with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or, if applicable, by the Participant for Good Reason (1) prior to a Change of Control and prior to the Determination Date, the Participant shall become vested on the Determination Date in the number of SSARs, if any, determined by the Committee following the end of the Measurement Period and Performance Period based on the extent to which the Initial Hurdle and Performance Goal have been achieved and pro rated in accordance with Section 3(f) hereof, (2) prior to a Change of Control and on or following the Determination Date, the Participant shall immediately vest upon the Termination Date in the number of Earned SSARs pro rated in accordance with Section 3(f) hereof or (3) on or following a Change of Control, the Participant shall immediately vest upon the Termination Date in all outstanding Acquirer SSARs. Notwithstanding the foregoing sentence, in the event that a Change of Control occurs prior to the Determination Date but following the date that the Participant’s employment is terminated by the Company and its Subsidiaries without Cause pursuant to Section 4(d) or or, if applicable, by Employee the Participant for Good Reason pursuant to Section 4(e3(c)(iii)(A)(1), Employee the number of SSARs shall be entitled to receivedetermined by the Committee in accordance with Section 3(c)(i) hereof, and the CompanyParticipant shall immediately vest upon the Change of Control in a pro-rated portion of such SSARs determined in accordance with Section 3(f) hereof. (A) Notwithstanding the foregoing, the vesting set forth in Section 3(c)(iii)(A) hereof shall not occur and the SSARs or Earned SSARs (as applicable) shall be forfeited if the Participant (1) engages in conduct prior to the Vesting Date that constitutes a breach of the Participant’s sole obligation covenants under the Employment Arrangement or under this Agreement with respect to Employee thereafter under unfair competition, non-competition, non-solicitation, non-disparagement or cooperation or (2) to the extent a release is contemplated by the Employment Arrangement, fails to execute a full general release of all claims in favor of the Company and its affiliates as contemplated by such Employment Arrangement. Nothing in this Section 3 or this Agreement shall be deemed to pay limit or provide modify the non-competition, confidentiality or non-solicitation restrictions to Employee, which the following: (i) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment Participant is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar yearalready subject, which restrictions shall continue to be due and payable separately enforceable in accordance with Section 4(g)(v) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment Periodterms.

Termination Without Cause or for Good Reason. If In the event that the Term and Employee’s employment hereunder is terminated by the Company Employer without Cause pursuant to Section 4(d) or by Employee for Good Reason pursuant Reason, in each case, prior to Section 4(e)December 31, 2027, Employee shall be entitled to receivereceive (a) accrued and unpaid Base Salary through the date of termination of employment, and (b) notwithstanding anything herein or in any bonus or incentive agreement, arrangement, plan, policy or program to the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employeecontrary, the following: payment by Employer of the aggregate amount of unpaid Annual Bonuses, if applicable, in respect of any fiscal year preceding the fiscal year in which the termination of employment occurs, (c) an amount equal to the Target Bonus for each calendar year commencing with the calendar year in which the date of termination occurs (including the portion of such calendar year preceding the date of termination, to the extent not already earned and paid) and ending on the later of (i) the Accrued Obligations; end of the Term or (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee for Good Reason after the end of the twenty-four (24) month period immediately following Employee’s termination of employment (the “Bonus Severance” and such calendar year but period, the “Continuation Period”) (prorated for any partial year), (d) reimbursement, within thirty (30) days following submission by Employee to Employer of appropriate supporting documentation, for any unreimbursed business expenses properly incurred by Employee in accordance with Employer’s policy prior to the payment date of Employee’s termination of employment; provided claims for such reimbursement (accompanied by appropriate supporting documentation) are submitted to Employer within ninety (90) days following the date of Employee’s termination of employment, (e) all amounts and benefits then or thereafter due to Employee under the applicable terms of any applicable plan, program, award, agreement or arrangement (including any equity or equity-based plan, program, award, agreement or arrangement) of any member of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable Employer Group in accordance with Section 4(g)(vthe terms and conditions of any such plan, program, award, agreement or arrangement, (f) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration accelerated vesting of the Restriction Period portion of (i) the Transaction Equity Award (as defined in Section 5(cthe Prior Employment Agreement), (ii) belowthe 2024 Equity Award and (iii) the portion of any Annual Equity Awards that are subject to vesting based solely on continued service, in each case, that remains unvested as of the date of termination (“Equity Award Acceleration”) and (g) payment of an annualized amount equal to the Employee’s Base Salary, at payable by Employer as if Employee had remained employed through the rate in effect immediately prior to Continuation Period (the termination of Employee’s employment over “Salary Severance,” and collectively with the duration of the Restriction PeriodBonus Severance, the “Severance Payments”). The Severance Payments Such amounts in clause 4.7(a) shall be paid in accordance with a lump sum within thirty (30) days after the Companydate of Employee’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the amounts in clauses 4.7(b) and (c) will be paid at such time as annual bonuses with respect to such year are paid to similarly situated senior executives, but in no event later than March 15 of the year of following the year to which such Annual Bonus relates (and in all events in the year following the year to which the Annual Bonus would have related). In order to receive the Severance Payments and Equity Award Acceleration, Employee must first payment execute and deliver a release of claims in the form attached hereto as Exhibit B (the “Mutual Release”) within sixty (60) days after the date of termination of Employee’s employment (such 60-day period, the “Release Period”), and must not revoke the Mutual Release within seven (7) days of signing it (the “Revocation Period”); provided that, for the avoidance of doubt, Employee will have fully satisfied this condition upon his execution and non-revocation of the Mutual Release regardless of whether the Employer timely executes the Mutual Release. Notwithstanding anything to the contrary in the Transaction Equity Award Agreement (as defined in the Prior Employment Agreement), 2024 Equity Award Agreement and Annual Equity Award Agreements, (i) the portion of the Transaction Equity Award, 2024 Equity Award or the Annual Equity Awards that, in each case, remains unvested as of the date of termination by Employer without Cause or by Employee for Good Reason shall remain outstanding and unvested and shall become vested (and be exercisable and/or settled) on the eighth (8th) day after Employee has timely executed and delivered the Mutual Release, so long as Employee has not revoked the Mutual Release during the Revocation Period, subject to compliance with Section 409A of the Code, and (ii) if Employee either does not execute and deliver the Mutual Release or revokes the Mutual Release during the Revocation Period, such portion shall be forfeited for no consideration immediately following the end of the Release Period. The Salary Severance shall be paid ratably in monthly installments over the twenty-four (24)-month period following termination of employment with the first such installment to be paid no later than the date on which Employee has executed (and not timely revoked) the Mutual Release (the “Severance Commencement Date”) (which installment shall include any installment of the cumulative amount of any payments Salary Severance that would have already accrued following otherwise been paid to Employee prior to such date absent the requirement to execute the Mutual Release assuming for these purposes that installments are paid on the day of each month that corresponds to the date of termination) and the remaining installments to be paid during the remaining portion of such 24 month period on the day that corresponds to the date of termination with the final installment to be paid on the second anniversary of such termination date; provided, that, if the Release Period together with the Revocation Period spans across two calendar years, the Bonus Severance will be paid and the first installment of the Salary Severance will commence, in each case, on the first business day of the second calendar year if such date is later than the date on which such payment would otherwise have been made pursuant to this Subsection 4.7 absent this proviso and the first installment of the Salary Severance shall include any installment of the Salary Severance that would have otherwise been paid to Employee prior to such date absent this proviso (with any remaining installments paid on the day of each month that corresponds to the date of termination). Notwithstanding anything to the contrary, the Severance Payments shall immediately cease (and Employee shall forfeit the portion of the Transaction Equity Award, 2024 Equity Award and Annual Equity Awards subject to the Equity Award Acceleration and any equity received in respect thereof (and refund all proceeds received in respect of such equity through sale thereof or otherwise)) in the event that a duly appointed arbitrator determines that Employee has materially breached any of the covenants set forth in Sections 7 or 8 of this Agreement or any applicable restrictive covenants set forth in any agreement between Employee and the Employer Group. In the event of any termination of the Employment PeriodTerm and Employee’s employment hereunder by Employer without Cause or by Employee for Good Reason, Employee shall be deemed to have resigned all positions held with the Employer Group as of the date of such termination of employment.

Termination Without Cause or for Good Reason. If Employee’s Executive's employment by the Company is terminated by the Company without other than for Cause pursuant to Section 4(d(other than a termination for Disability) or by Employee for Good Reason pursuant to Section 4(e), Employee shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following: (i) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee Executive for Good Reason, then Employee the Company shall be entitled to receive pay or provide Executive with (i) Accrued Amounts; (ii) a pro-rated Incentive Bonusrata portion (determined by multiplying the amount Executive would have received had employment continued through the end of the performance year by a fraction, if any, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus for the calendar performance year during in which their Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines in good faith that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment was terminatedcontinued for a period no less than twelve (12) months and no more than twenty-four (24) months (herein the “Severance Period”), which shall be due subject to the mitigation provisions set forth below; and payable in accordance with Section 4(g)(v) of this Agreement; and (viv) subject to Employee’s compliance Executive's continued copayment of premiums, continued participation for the Severance Period in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. The Company shall be the sole deciding party with Section 5 hereof, payments for respect to the duration of the Restriction Period Severance Period, and shall notify Executive within ninety (90) days following termination of the duration of the Severance Period. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as defined an employee or as an independent contractor, excluding services provided on behalf of Virtual Radiologic Professionals, from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. For the duration of the Severance Period, the Company shall also provide Executive with all other benefits specified elsewhere in Section 5(cthis agreement other than this subsection 8(d) belowat no additional cost to Executive (beyond that which would have been paid had there been no termination) in but excluding paid vacation. Stock Options awarded to Executive shall continue to vest according to their vesting schedule for only the first six months of the Severance Period; thereafter, no vesting shall occur. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an annualized amount equal to the Employee’s Base Salary, at amount the rate in effect immediately prior Company would have paid for such benefits on behalf of Executive if the benefits were provided to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”)him as an employee. The Severance Payments continuation of health benefits under this subsection shall be paid in accordance with reduce and count against Executive's rights under the Company’s customary payroll practicesConsolidated Omnibus Budget Reconciliation Act of 1985, commencing on the first regular payroll date on or following such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment Periodas amended ("COBRA").

Termination Without Cause or for Good Reason. If Employee(A) In the event that the Participant’s employment with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or, if applicable, by the Participant for Good Reason (1) prior to the Determination Date and prior to a Change of Control, the Participant shall become vested on the Determination Date in the number of PRSUs determined by the Committee following the end of the Measurement Period based on the extent to which the Performance Goal has been achieved and pro-rated in accordance with Section 3(e) hereof, or (2) on or following a Change of Control, the Participant shall immediately vest upon the Termination Date in all outstanding Acquirer RSUs. Notwithstanding the foregoing sentence, in the event that a Change of Control occurs following the date that the Participant’s employment is terminated by the Company and its Subsidiaries without Cause pursuant to Section 4(d) or or, if applicable, by Employee the Participant for Good Reason pursuant to Section 4(e), Employee the number of PRSUs shall be entitled to receivedetermined by the Committee in accordance with Section 3(b)(i) hereof, and the CompanyParticipant shall immediately vest upon the Change of Control in a pro-rated portion of such PRSUs determined in accordance with Section 3(e) hereof. (B) Notwithstanding the foregoing, the vesting set forth in Section 3(b)(iii)(A) hereof shall not occur and the PRSUs shall be forfeited if the Participant (1) engages in conduct prior to the Determination Date that constitutes a breach of the Participant’s sole obligation covenants under the Employment Arrangement or under this Agreement with respect to Employee thereafter under unfair competition, non-competition, non-solicitation, non-disparagement or cooperation or (2) to the extent a release is contemplated by the Employment Arrangement, fails to execute a full general release of all claims in favor of the Company and its affiliates as contemplated by such Employment Arrangement. Nothing in this Section 3 or this Agreement shall be deemed to pay limit or provide modify the non-competition, confidentiality or non- solicitation restrictions to Employee, which the following: (i) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment Participant is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar yearalready subject, which restrictions shall continue to be due and payable separately enforceable in accordance with Section 4(g)(v) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment Periodterms.

Termination Without Cause or for Good Reason. If Employee’s Executive's employment is under this Agreement may be terminated by the Company at any time without Cause pursuant to Section 4(d) or by Employee the Executive for Good Reason pursuant to (as defined in Section 4(e21). Except as provided in Section 9 below, Employee shall be entitled to receive, and in the Company’s sole obligation to Employee thereafter event Executive's employment under this Agreement shall be to pay or provide to Employee, the following: (i) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee Executive for Good Reason after Reason, the Company shall pay Executive the following payments and benefits: a. The Accrued Rights; b. a lump sum payment equal to the sum of (i) the annual base salary payable to Executive as of the date of the Executive's Separation from Service and (ii) the target bonus established by the Compensation Committee of the AMSURG Board of Directors for the Executive pursuant to the annual cash bonus plan for the year in which the Separation of Service occurs; c. Executive shall also continue to be covered under health and life insurance plans of the Company for twelve (12) months, or the Company shall provide the economic equivalent thereof if such continuation is not permissible under the terms of the Company's insurance plans; d. If Executive's employment is terminated following the end of such calendar a fiscal year but and prior to the payment of date for the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonusbonus described in Section 4(a), if any, that Executive would have been entitled to receive with respect to such completed fiscal year, based upon AMSURG's or the Company's actual results, as applicable, the Company shall pay to Executive, at the time such bonus is paid to other executives of the Company according to the terms of the applicable bonus program, the amount of such bonus described in Section 4(a), if any, that Executive would have been entitled to receive with respect to such completed fiscal year had Executive's employment not terminated prior to the payment date for such calendar yearbonus; and a pro rata portion of the bonus described in Section 4(a), if any, that Executive would have been entitled to receive for the fiscal year in which the termination of employment occurs, based upon AMSURG's or the Company's actual results, as applicable, for the year of termination and the percentage of the fiscal year that shall have elapsed through the date of termination of employment, payable to Executive pursuant to Section 4(a) had Executive's employment not terminated, which pro-rata bonus shall be paid at the time such bonus is paid to other executives of the Company according to the terms of the applicable bonus program; Benefits due and under Section 8(a)-(c) shall be payable (or commence) within sixty (60) days of the Executive's Separation from Service, with the date of such payment determined by the Company in its sole discretion in accordance with Section 4(g)(v) 11 below. Receipt by Executive of the payment and other benefits under this Agreement; (iv) if Employee’s employment is terminated by Section 8 shall be subject to Executive's execution and delivery, pursuant to the terms of Section 11 below, to the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive of a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due General Release in form and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal substance reasonably acceptable to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment Company and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment PeriodExecutive.

Termination Without Cause or for Good Reason. If EmployeeIn the event that during the Employment Term the Executive’s employment is terminated by the Company without Without Cause or the Executive terminates his employment for Good Reason, the Company shall pay to the Executive the sum of the following amounts: (A) all amounts fully earned and payable pursuant to Section 4(d) or by Employee for Good Reason pursuant to Section 4(e)the terms of this Agreement, Employee shall be entitled to receive, and but unpaid hereunder through the Companydate on which the Executive’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, employment with the following: (i) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment Company is terminated by (the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus“Termination Date”), if any, for such calendar yearin respect of Salary, which shall be due Bonus and payable in accordance with Section 4(g)(vunreimbursed expenses (less any applicable withholding or similar taxes) of this Agreement; (ivthe “Accrued Obligations”), and (B) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration continuation of the Restriction Period Executive’s Salary (as defined in Section 5(cless any applicable withholding or similar taxes) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to hereunder on the termination of Employee’s employment over the duration of the Restriction PeriodTermination Date, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary prevailing payroll practices, commencing for a period of twelve months following the Termination Date (the “Severance Benefit”); provided, that, in the event such termination occurs during the period beginning on the Commencement Date and ending on the first regular anniversary of the Commencement Date, the Executive shall receive as a Severance Benefit, continuation of his Salary (less any applicable withholding or similar taxes) at the rate in effect on the Termination Date, in accordance with the Company’s prevailing payroll date on practices, for a period of six months following the Termination Date. Notwithstanding any other provision in this Agreement or following such termination of employment and the first payment shall include the cumulative amount terms of any severance plan or policy maintained by the Company or its affiliates to the contrary, the parties hereto understand and agree that if the Company pays the Executive the Severance Benefit, the Executive shall not be entitled to receive any other payments that would have already accrued following or benefits under any other severance or similar plan maintained by the termination Company or its affiliates. The payment of the Employment Period.Severance Benefit is subject to the execution by the Executive of a release substantially in the form attached hereto as Exhibit B.

Termination Without Cause or for Good Reason. If Employee’s employment is terminated by Subject to the Company without Cause pursuant to terms and conditions of this Section 4(d) or by Employee for Good Reason pursuant to Section 4(e)5, Employee shall be entitled to receive, and if the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following: (i) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment Employment Period is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar yearat any time, then Employee shall be entitled to receive receive, during the Incentive BonusSeverance Period, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at Salary payable in the rate same manner and in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, same installments as previously paid (the “Severance Payments”), and, except as set forth in this Section 5(a) or in Section 5(c), the Company’s obligation to make any other payments or provide any other benefits under this Agreement shall cease as of the Termination Date. The When used herein, the “Severance Period” means the earlier of (x) the period ending on the twelve (12)-month anniversary of the Termination Date and (y) the date on which the Employment Period would have expired had the Employment Period not been terminated earlier by the Company without Cause. Employee shall forfeit the compensation and other benefits otherwise payable to Employee pursuant to this Section 5(a) unless, prior to the date on which the first payment would otherwise be payable pursuant to this Section 5(a) (and in any event within sixty (60) days after receipt of such Separation Document (as hereinafter defined)), Employee executes and delivers to the Company (and does not revoke or breach), a complete mutual release in favor of each member of the Company Group and their affiliates, and their respective equity holders, officers, managers, directors, employees, lenders, principals and attorneys, in a form reasonably acceptable to the Company (the “Separation Document”); provided, however, that if the sixty (60)-day period (together with any applicable consideration and revocation periods) begins in one (1) calendar year and ends in a second calendar year, then regardless of the date on which the Separation Document is actually executed, the Severance Payments shall (if owed) will be paid in accordance with such second calendar year no later than ten (10) days after the last day of such sixty (60)-day period (or, if later, upon the expiration of the applicable consideration and revocation periods), subject to the Company’s customary payroll practicesability to accelerate such payments to the extent it would not result in a violation of Code Section 409A. If Employee breaches or revokes the Separation Document provided pursuant to the previous sentence, commencing on then Employee shall promptly repay to the first regular payroll date on or following Company all amounts paid to Employee pursuant to this Section 5(a) prior to such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment Periodrevocation.

Termination Without Cause or for Good Reason. If Employee’s In the event that the Executive's employment is terminated by during the Company without Cause pursuant to Section 4(d) or by Employee for Good Reason pursuant to Section 4(e), Employee shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following: (i) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated Term by the Company without Cause or by the Employee Executive for Good Reason after Reason, the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee Executive shall be entitled to receive as his exclusive right and remedy in respect of such termination, (i) all Enhanced Accrued Benefits, and (ii) a lump sum severance payment equal to two (2) times the Incentive Bonussum of (A) the Executive's Base Salary in effect on the date of termination and (B) the Annual Bonus for the immediately preceding year (or Target Annual Bonus if termination occurs during the first year of the Term or before the Annual Bonus for the prior fiscal year is declared); provided, however, that if anythe Good Reason is the event under Section 6(f)(vii), for such calendar year, which the sum of subsections (A) and (B) above shall be paid in the amount that would be due for the remainder of the original Term rather than two (2) time such sum ("Severance Payments"). In addition, all unvested stock options, other equity grants and payable in accordance with Section 4(g)(v) all deferred compensation under the Initial Option Agreement shall become fully vested and shall remain exercisable or be paid as provided under the terms of this Agreement; (iv) if Employee’s the applicable plan or agreement. Following the termination of the Executive's employment is terminated by the Company without Cause or by the Employee Executive for Good Reason, then Employee the Company shall provide medical, dental and life insurance coverage, upon the same terms and conditions applicable generally to similarly situated executives who remain employed with the Company, for a period of eighteen (18) months; provided, however, that for each of the eighteen (18) months following such termination the Executive shall be entitled responsible for payment of the regular employee portion of the monthly insurance premiums for such insurance, applicable to receive a pro-rated Incentive Bonussimilarly situated executives who remain employed with the Company, if any, for and the calendar year during which their employment was terminated, which Company shall be due responsible for payment of the regular Company portion of the monthly insurance premiums for such insurance, applicable to similarly situated executives who remain employed with the Company (the "Welfare Severance Benefits"); and payable further provided, however, that such obligation shall expire if the Executive commences new employment prior to the expiration of such eighteen (18)-month period and becomes covered by substantially similar benefits. The Severance Payments, all other payments and the provision of any continued benefits pursuant to this Section 7(c) shall be made as soon as reasonably practicable following the Executive's termination of employment subject to such limitations and adjustments necessary to comply with Code Section 409A. For the avoidance of doubt, in accordance the event that all or substantially all of the assets or stock of a Subsidiary are acquired by a person or entity (the "Acquirer") and the Executive is offered employment, as the principal executive officer of such Subsidiary consistent with Section 4(g)(v) the terms of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for by the duration Acquirer or any affiliate of the Restriction Period Acquirer that directly or indirectly owns such Acquirer, or any successor to the Acquirer or any such affiliate and the Executive accepts such offer and such Acquirer, affiliate or successor, as applicable, assumes this Agreement, the Executive shall not be treated as having a termination of employment without Cause or for Good Reason; provided, however, that the Executive shall have no obligation to accept any such offer of employment. Notwithstanding anything herein to the contrary, to the extent that the Executive willfully commits a material breach of any provision of Section 10 hereof (a "Material Breach"), the Company shall be relieved of its obligation to provide the Welfare Severance Benefits after such Material Breach and the Executive shall be obligated to pay to the Company, as defined in Section 5(c) below) in partial damages related to the Severance Payments, for such Material Breach an annualized amount equal to the Employee’s Base SalaryX multiplied by Y, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Periodwhere X is a fraction, the “Severance Payments”). The Severance Payments shall be paid denominator of which is 365 and the numerator of which is the number of days remaining in accordance with the Company’s customary payroll practices, commencing on 365 days immediately following the first regular payroll date on or following such Executive's termination of employment by the Company without Cause or by the Executive for Good Reason after any such Material Breach, and Y is the amount of Severance Payments (the "Severance Mitigation"). For example, if the Executive commits a Material Breach on the 182nd day following his termination of employment by the Company without Cause or by the Executive for Good Reason and the first payment shall include Executive received $2,000,000 in Severance Payments, the cumulative amount of any payments that Executive would have already accrued following be obligated to pay $1,000,000 to the termination Company. Payment of the Employment PeriodSeverance Mitigation shall not limit the remedies of the Company and its affiliates under Section 10 or any other remedies that may be available to them, if a court of competent jurisdiction or arbitrator, as applicable, determines that the Executive has breached any of the provisions of this Section 10.

Termination Without Cause or for Good Reason. If EmployeeExecutive’s employment is shall be terminated by the Company without Cause (pursuant to Section 4(d) 12(a)(v)), or by Employee the Executive for Good Reason (pursuant to Section 4(e12(a)(iv)), Employee shall be entitled and subject to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employeereceipt of a general release in its customary form, the followingCompany shall: (i) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior pay to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in Executive an annualized amount equal to one (1) times the EmployeeExecutive’s then-current rate of Annual Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments which total sum shall be paid payable in either a lump sum cash payment as soon as practicable following the Date of Termination or, in the Company’s discretion, in twenty-four (24) equal semi-monthly installments in accordance with the Company’s customary normal payroll practices, commencing provided that, upon a Change of Control during such 12-month period, the amounts payable to Executive under this Section 13(a)(i), to the extent not yet paid as of such Change of Control, shall be paid to him or her in a single lump sum cash payment at the time of such Change of Control; (ii) in the event Executive is entitled to receive severance payments pursuant to this Section 13(a), then, in addition to such severance payments, the Company shall pay to the Executive a lump sum payment in an amount that the Company reasonably determines to represent the estimated cost that Executive may incur to extend for a period of minimum one year, but not to exceed 18 months under the COBRA continuation laws, the medical coverage for Executive and Executive’s dependents in effect on the first regular payroll date Date of Termination . Such payment may be used for such continuation coverage or for any other purpose. Any and all benefits in which the Executive and/or the Executive’s dependents were enrolled will terminate on the Date of Termination or following such termination pursuant to the plan document; and (iii) provide for and pay the cost of employment up to 12 months, as required, of executive-level out-placement services (including the use of an office and the first secretarial support in or near Executive’s residence). (iv) pay, in a lump sum cash payment shall include the cumulative amount of any payments that would have already accrued as soon as practicable following the termination Date of Termination, the prorated portion of the Employment Periodunpaid Bonus to which Executive would otherwise be entitled (or pro rata portion of the year in which the Date of Termination occurred (or, if no such Bonus had yet been determined, the pro rata portion of the prior year’s Bonus, as equitably adjusted to reflect any changes in the Company’s performance in the current year).

Termination Without Cause or for Good Reason. If In addition to the payments set forth in Section 7(g) hereof, in the event that the Employee’s 's employment is terminated by with the Company without Cause pursuant to Section 4(d) or by Employee for Good Reason pursuant to Section 4(e), Employee shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following: Corporation terminates as a result of (i) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or termination by the Employee for Good Reason, or (ii) a termination by the Corporation without Cause (other than for Retirement or Disability), then Employee the Corporation shall be entitled pay to receive a pro-rated Incentive Bonusthe Employee, if anyin one lump sum within thirty days following the Date of Termination, his unpaid prorated annual Base Salary and unpaid prorated targeted annual bonus for the calendar year during which their employment was terminatedof termination, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in plus an annualized amount equal to the Employee’s 's annual Base Salary, at Salary plus targeted annual bonus (hereinafter the rate Employee's "Annual Cash Compensation") multiplied by the number of whole and partial years remaining in effect the Term as it existed immediately prior to the termination Date of Employee’s employment over Termination. In addition, all stock options granted to the duration Employee after the Effective Date shall vest and become immediately exercisable in full. In addition, the Corporation shall continue to provide, for the remainder of the Restriction PeriodTerm as existed immediately prior to the Employee's Date of Termination, the “Severance Payments”)Employee (and the Employee's dependents if applicable) with the same level of medical, dental, accident, disability and life insurance benefits upon substantially the same terms and conditions (including cost of coverage to the Employee) provided, that, if the Employee cannot continue to participate in the Corporation's plans providing such benefits, the Corporation shall otherwise provide such benefits on the same after-tax basis as if continued participation had been permitted. The Severance Payments Notwithstanding the foregoing, in the event the Employee becomes reemployed with another employer and becomes eligible to receive welfare benefits from such employer, the welfare benefits described herein shall be paid in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on or following secondary to such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment Period.benefits

Termination Without Cause or for Good Reason. If (a) The Company may terminate Employee’s 's employment is terminated at any time without cause (as defined above), and, in the absence of cause, the exercise by the Company of its right not to renew this Agreement as provided in paragraph 1 above shall be deemed to be a termination of employment without Cause pursuant to Section 4(d) or cause. Upon a termination by Employee for Good Reason pursuant to Section 4(e)the Company of Employee's employment without cause, Employee shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following:severance benefits set forth in paragraph 8(c). (ib) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her may terminate his employment is terminated by the Company without Cause or for "Good Reason" (as defined below) at any time within 18 months following the occurrence of any "Change in Control of the Company" (as defined below) upon 30 days' prior written notice to the Company. If the Company disputes the existence of Good Reason, the Company shall have the burden of proving the absence of Good Reason. Upon a termination by the Employee of Employee's employment for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar yearReason, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable severance benefits set forth in accordance with Section 4(g)(v) of this Agreement;paragraph 8(c). (ivc) if The severance benefits due to Employee following a termination of Employee’s 's employment is terminated without cause or for Good Reason, as provided for in paragraphs 8(a) and (b), will be a lump sum payment, less applicable employment withholding taxes, equal to one times the amount of Employee's annual salary at the time of termination, or, in the case of a termination by the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) amount of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect 's annual salary immediately prior to the occurrence of the applicable Change in Control of the Company, if it is greater than Employee's annual salary at the time of termination. Any severance payment due to Employee will be made not later than the termination date of Employee’s employment over the duration of the Restriction Period's employment. It is expressly agreed by Employee that no other severance compensation, benefits, or wages will be due and owing to Employee. /s/CHN by CW /s/GRK Company's Initials Employee's Initials (d) As used in this Agreement, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment Period.term "Good Reason" means: