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

Termination Without Cause or for Good Reason. If the Termination Event is termination by the Company at any time during the Employment Period without Cause or by the Executive at any time during the Employment Period for Good Reason, Executive shall be entitled to: (i) any accrued but unpaid Base Salary through the date of termination, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c).

Termination Without Cause or for Good Reason. If In the event of a Termination Event is termination by the Company at any time during the Employment Period without Without Cause or by the Executive at any time during the Employment Period a Termination for Good Reason, the Executive shall be entitled toreceive the following: (ia) any Immediately after the Date of Termination, a lump-sum amount equal to the sum of Executive's Accrued Base Salary, Accrued Annual Bonus, if any, accrued but unpaid Base Salary through the date of termination, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued vacation and unpaid vacation pay, unreimbursed business expenses or other benefits which may be applicable to and owing properly incurred by Executive in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of policy prior to the date of Executive's termination; (b) during Full vesting of Options and other equity awards granted to the Severance Period Executive that remain outstanding immediately prior to the Date of Termination; (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect c) A Prorata Annual Bonus at the Company, plustime the Annual Bonus would have otherwise been payable had Executive's employment not terminated; (vd) Continued monthly payment for a period of twenty-four months following such Termination of Employment of an amount equal to the greater quotient of (xi) the Incentive Bonus paid Executive's Annualized Total Compensation divided by (ii) twelve; provided that the aggregate amount described in this clause (d) shall be reduced (but not below zero) by the present value of any other cash severance or earned but unpaid cash termination benefits payable to Executive in respect under any generally available or officer specific severance plans, programs or arrangements of the prior fiscal year Company or its affiliates, other than any (yi) retirement income benefit, (ii) benefits paid under the average Incentive Bonus paid or earned but unpaid Supplemental Income Plan and (iii) equity incentives and/or options; (e) The continuation of health and dental benefits to which Executive in respect is entitled as of the three (3) previous fiscal years, payable as soon as practicable following Date of Termination for twenty-four months; provided that such benefits shall cease upon the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company Executive's being eligible for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health comparable benefits from a new employer that are substantially equivalent employer; (f) The continuation of the automobile expense program to those provided by the Company; provided, further, if which Executive is a “specified employee” entitled as defined in Section 409A of the Internal Revenue Code Date of 1986Termination for twelve months; provided that such benefit ceases upon Executive's being eligible for comparable benefits from a new employer; and (g) For a period of 12 months from the Date of Termination, as amended (“Section 409A”)but no later than the point at which the Executive is employed on a substantively full time basis, and Executive Career Transition Services, not to exceed $30,000 in the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c)aggregate.

Termination Without Cause or for Good Reason. If the Termination Event is termination by the Company at any time during the Employment Period Term, the Company terminates Executive’s employment without Cause or by Executive terminates his employment with the Executive at any time during the Employment Period Company for Good Reason, then the Company, provided that Executive executes and timely provides a release and covenant not to sxx in a form reasonably satisfactory to the Company (in the form attached hereto as Exhibit A), shall be entitled topay to Executive the following: (i) any accrued but unpaid A. An amount equal to Executive’s Annual Base Salary earned through the date of termination, plus (ii) termination of employment with the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) Company and a lump sum payment for any accrued and unpaid 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. B. Xxxxxxxxx payments equal to, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable lawthe aggregate, plus two (iv2) the years of Executive’s Annual Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at (reduced by any required withholding) in twenty-four (24) equal installments on the Companyfirst pay day of each month following Executive’s termination, plus (v) an amount equal beginning on the first pay day of each month following the month in which such termination occurs. If Executive is eligible to the greater of (x) the Incentive Bonus receive severance payments under this Section 3(d)(ii), then such severance payments shall continue to be paid or earned but unpaid to Executive in respect regardless of the prior fiscal year or (y) fact that the average Incentive Bonus paid or earned but unpaid to Executive in respect Agreement terminates following commencement of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Optionssuch payments; provided, however, that in the Companyevent of Executive’s obligations under Section 6(c)(vi) shall terminate death prior to the end receipt of the Severance Period ifall payments, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such remaining payments shall not be made prior to the first day following the six-month period beginning Executive’s estate. C. If, on the date of termination of employment if such payments would otherwise violate Section 409Atermination, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on Company sponsors a medical plan for the first day benefit of the seventh month following 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. All payments due Executive under this Section 6(c, until the earlier of: (i) after the sixlast day of the twenty-fourth (24th) month period following Executive’s termination of employment or (ii) the 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 paid solely responsible for payment of the entire premium for such coverage. All benefits (other than those with respect to which continuation is required by law) under this Section 3(d)(ii) shall cease no later than the death of both Executive and his spouse. D. The payments provided in accordance with this Section 3(d)(ii) shall represent the terms sole remedy for any claim Executive may have arising out of termination of this Section 6(c)Agreement by the Company without Cause or by Executive for Good Reason.

Termination Without Cause or for Good Reason. If the Termination Event is termination by the Company at any time during the Employment Period without Cause or by the Executive at any time during the Employment Period for Good Reason, Executive shall be entitled to: (i) any accrued but unpaid Base Salary through the date of termination, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to two times the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 15,000 for the cost of outplacement services during the one year two years following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; Options provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c).

Termination Without Cause or for Good Reason. If the Termination Event is termination by the The Company may terminate Executive’s employment hereunder without Cause at any time during time, by providing Executive 30 days’ prior written notice of such termination. Such notice shall specify the Employment Period effective date of the termination of Executive’s employment. The Executive may terminate his employment for Good Reason by providing 30 days’ prior written notice to the Company. In the event of the termination of Executive’s employment under this Section 6(c) without Cause or by the Executive at any time during the Employment Period for Good Reason, in each case prior to or more than 12 months following a Change-in-Control (as defined in the Company’s Equity Plan), then Executive shall be entitled to: (i) any accrued but unpaid Base Salary through payment of the date of termination, plusAccrued Payments; (ii) the Pro Rated Bonus a separation allowance, payable as soon as practicable in equal installments in accordance with normal payroll practices over a 12 month period beginning immediately following the date of termination, plusequal to one (1) times the sum of (x) Executive’s then Base Salary and (y) the Executive’s then Target Bonus; (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plusannual incentive bonuses earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date; (iv) the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his if employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate termination occurs prior to the end of any fiscal year, a pro rata annual incentive bonus for such fiscal year in which employment termination occurs (based on actual business days in such fiscal year prior to such employment termination, divided by total the Severance Period ifannual business days) determined and paid based on actual performance achieved for such fiscal year against the performance goals for that fiscal year; (v) the Company shall arrange for the Executive to continue to participate (through COBRA or otherwise), during on substantially the Severance Periodsame terms and conditions as in effect for the Executive (including any required contribution) immediately prior to such termination, in the medical, dental, disability and life insurance programs provided to the Executive obtains health benefits from a new employer that are substantially equivalent pursuant to those provided by Section 5(a) hereof until the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A earlier of (i) the end of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-12 month period beginning on the effective date of the termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination employment hereunder, or (ii) such time as the Executive is eligible to be covered by comparable benefit(s) of employment shall be paid in accordance with the terms a subsequent employer. The foregoing of this Section 6(c)6(c)(v) is referred to as “Benefits Continuation”. The Executive agrees to notify the Company promptly if and when he begins employment with another employer and if and when he becomes eligible to participate in any benefit or other welfare plans, programs or arrangements of another employer; (vi) all of Executive’s then-outstanding equity awards in any Equity Plan will vest in full.

Termination Without Cause or for Good Reason. If the Termination Event is termination by the Company at any time If, during the Employment Period Period, the Employer shall terminate Executive's employment without Cause or by the Executive at any time during the Employment Period shall terminate Executive's employment for Good Reason, then Executive shall be entitled toto receive the Accrued Amounts and, subject to Executive's execution of a release of claims in favor of the Employer, its subsidiaries and affiliates and their respective officers and directors substantially in the form attached as Exhibit B hereto (the "Release") and such Release becoming effective within 45 days following the Termination Date (such 45-day period, for purposes of this Section 7(b), the "Release Execution Period"), Executive shall also be entitled to receive the following: i. a lump sum amount equal to two times the sum of (iA) any accrued but unpaid Executive's Base Salary through and (B) Executive's highest cash bonus earned with respect to any fiscal year within the two most recently completed fiscal years immediately preceding the Termination Date (or if Termination occurs within the first year of the Employment Period, 50% of Base Salary), which amount shall be paid in cash on or before the 60th day after the Termination Date; provided, however, that if the Release Execution Period begins in one taxable year and ends in another taxable year, then payment shall not be made until the beginning of the second taxable year; ii. a lump sum amount equal to the product of (A) the cash bonus, if any, that Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year and (B) a fraction, the numerator of which is the number of days Executive was employed by the Employer during the year of termination and the denominator of which is the number of days in such year (the "Pro-Rata Bonus"), which amount shall be paid in cash on the date that annual bonuses are paid to senior executives of terminationthe Employer generally, plusbut in no event later than two-and-one-half months following the end of the fiscal year in which the Termination Date occurs; iii. if Executive timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (ii"COBRA"), then the Employer shall reimburse Executive for the monthly COBRA premium paid by Executive for Executive and Executive's dependents until the earliest of: (A) the Pro Rated Bonus payable as soon as practicable 18-month anniversary of the Termination Date; (B) the date Executive is no longer eligible to receive COBRA continuation coverage; and (C) the date on which Executive becomes eligible to receive substantially similar coverage from another employer. Such reimbursement shall be paid to Executive on the 15th day of the month immediately following the date of terminationmonth in which Executive timely remits the premium payment; and iv. any issued but unvested restricted stock, plus (iii) any accrued and unpaid vacation paystock options, unreimbursed expenses phantom stock or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which long-term incentive shall be the Base Salary deemed to be fully vested as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c).

Termination Without Cause or for Good Reason. If Subject to the Termination Event is termination terms and conditions of eligibility for Executive’s receipt of severance benefits under this Agreement, including the timely execution and delivery (and non-revocation) by Executive of the Separation Agreement and General Release as set forth in SECTION 6.11, the Company at any time during the Employment Period without Cause or by the Executive at any time during the Employment Period for Good Reasonshall pay to Executive, Executive shall be entitled toas severance benefits: (i) any accrued but unpaid Base Salary through the date of termination, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) an An amount equal to the greater product of (a) the applicable Severance Multiple (as defined below) and (b) the sum of (x) the Incentive Bonus paid or earned but unpaid to highest annual Base Salary rate for Executive in respect of effect over the prior fiscal year or two (2) years and (y) the average Incentive highest amount of Executive’s Target Bonus or Annual Cash Bonus actually paid or earned but unpaid over the prior two (2) years, whichever is greater, which total payment shall be paid to Executive in respect of on a salary continuation basis according to the three (3) previous fiscal years, payable as soon as practicable Company’s normal payroll practices over the 18 month period following the date of terminationthe Executive incurs a Separation from Service, plus (vi) but in no event less frequently than monthly. As used herein, the continuation of all health benefits during “Severance Multiple” shall be 2.5 if the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company termination without Cause or resignation for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of Good Reason occurs within ninety (90) days preceding or twelve (12) months following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employeeChange in Control” (as defined below) and 1.5 in Section 409A the case of any other termination without Cause or resignation for Good Reason. (ii) Subject to (1) the Internal Revenue Code Executive’s timely election of 1986continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“Section 409ACOBRA”), and (2) the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior Executive’s continued copayment of premiums at the same level and cost to the first day following Executive as if the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day were an employee of the seventh month following his termination Company (excluding, for purposes of employment. All payments due Executive calculating cost, an employee’s ability to pay premiums with pre-tax dollars), continued participation in the Company’s group health plan (to the extent permitted under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for a period of 18 months at the Company’s expense, provided that the Executive is eligible and remains eligible for COBRA coverage. The Company may modify its obligation under this SECTION 3.4(a)(ii) to the extent reasonably necessary to avoid any penalty or excise taxes imposed on it in connection with the continued payment of premiums by the Company under the Patient Protection and Affordable Care Act of 2010, as amended. (iii) In addition to the benefits described in Section 6(c3.4(a)(i) and (ii), in the event that such termination occurs within ninety (90) days preceding or twelve (12) months following a “Change in Control” (as defined below), the Company shall accelerate the vesting of the Executive’s then-outstanding and unvested stock options, stock appreciation rights, restricted stock units or shares, performance stock units or any other Company equity compensation awards, to the extent that such awards would have vested solely upon the Executive’s continued employment, such that one hundred percent (100%) of such awards become vested in full.

Termination Without Cause or for Good Reason. If If, during the Termination Event period commencing on the Effective Date and ending on (but including) the one-year anniversary of a Change in Control, (i) the Executive’s employment is termination terminated by the Company at any time during the Employment Period without Cause (as defined below), or by (ii) the Executive at any time during the Employment Period resigns employment for Good ReasonReason (as defined below) (each, Executive shall be entitled toa “Qualifying Termination”), then subject to Section 3 and Section 4 below: (a) The Company will pay to the Executive within thirty (30) days of the date of the Qualifying Termination (or on such earlier date as is required by applicable law), (i) any accrued but unpaid Base Salary through the date of terminationbase salary amounts, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of terminationany accrued but unused vacation pay, plus and (iii) any accrued and unreimbursed business expenses incurred prior to the date of the Qualifying Termination. In addition, the Company will pay to the Executive any earned but unpaid vacation payannual performance award for the prior fiscal year at the time such annual performance awards are payable to employees of the Company generally, unreimbursed expenses or other benefits but in no event later than March 15 of the calendar year immediately following the calendar year in which may be applicable the Qualifying Termination occurs. (b) The Company will continue to and owing pay to the Executive, in equal installments in accordance with Company policies or applicable lawthe Company’s normal payroll practices, plus an amount equal to the Executive’s “Annual Rate of Base Salary” (iv) as defined below), for the Base Salary (which shall be the Base Salary as duration of the date of termination) during the Severance Period (as defined below) (the “Salary Continuation Payments”). “Annual Rate of Base Salary” shall mean the Executive’s annual base salary rate in Section 6(l))effect immediately prior to the Qualifying Termination or, payable in accordance the event of a resignation for Good Reason as a result of a material diminution in the Executive’s annual base salary rate, the Executive’s annual base salary rate in effect immediately prior to the reduction that gave rise to the grounds for Good Reason. The Salary Continuation Payments shall commence with the first payroll practices then in effect at date following the Company, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect effectiveness of the prior fiscal year or (y) Release required by Section 4 hereof, with the average Incentive Bonus first payment to include the amount of all Salary Continuation Payments that would have been paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following from the date of termination, plus (vi) the continuation Qualifying Termination had they commenced as of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Optionssuch date; provided, however, that in the Company’s obligations under Section 6(c)(vi) event the period to consider and, if applicable, revoke the Release plus the first regular payroll date thereafter spans two calendar years, the first such payment shall terminate prior to be made on the end later of the Severance Period if, during first regular payroll date of such second calendar year or the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by first payroll date following the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A effectiveness of the Internal Revenue Code Release, but in no event later than March 15 of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day calendar year immediately following the six-month period beginning on calendar year in which the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c)Qualifying Termination occurs.

Termination Without Cause or for Good Reason. If the Termination Event Executive’s employment is termination terminated during the Term (i) by the Company at any time during the Employment Period without Cause (other than as a result of the Executive’s death or Disability), or (ii) by the Executive at any time during the Employment Period for Good Reason, Executive shall be entitled to: (i) any accrued but unpaid Base Salary through the date of terminationin each case, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) than during the Severance COC Protection Period (as defined in Section 6(l)below), payable the Company shall (A) pay to the Executive any portion of Executive’s accrued but unpaid base salary earned through the Termination Date; (B) pay to the Executive any annual bonus that was earned by the Executive for the fiscal year immediately preceding the fiscal year in which the Termination Date occurs, to the extent not already paid; (C) reimburse the Executive for any and all amounts advanced in connection with Executive’s employment with the Company for reasonable and necessary expenses incurred by Executive through the Termination Date in accordance with the payroll practices then Company’s policies and procedures on reimbursement of expenses; (D) pay to the Executive any earned vacation pay not theretofore used or paid in effect at accordance with the Company’s policy for payment of earned and unused vacation time; and (E) provide to the Executive all other accrued but unpaid payments and benefits to which Executive may be entitled under the terms of any applicable compensation arrangement or benefit plan or program of the Company (excluding any severance plan or policy of the Company) (collectively, plusthe “Accrued Compensation”). In addition, provided that the Executive executes a release of claims in a form acceptable to the Company (a “Release”), returns such Release to the Company by no later than 45 days following the Termination Date (the “Release Deadline”) and does not revoke such Release prior to the expiration of the applicable revocation period (the date on which such Release becomes effective, the “Release Effective Date”), then subject to the further provisions of Sections 3, 4, and 6 below, the Company shall have the following obligations with respect to the Executive (or the Executive’s estate, if applicable), subject to applicable taxes and withholdings: (v1) an amount equal The Company will continue to pay the Executive’s Base Salary (as defined below) during the period beginning on the Executive’s Termination Date and continuing for eighteen months thereafter (“Salary Continuation”). This Salary Continuation payment shall be paid in bi-weekly installments, consistent with the Company’s payroll practices. Subject to Sections 4(c) and 4(d) hereof, the first such payment shall be made on the first payroll date following the Release Effective Date, such payment to include all payments that would have otherwise been payable between the Termination Date and the date of such payment. (2) The Company will pay to the greater of Executive, at such time as those executives who are actively employed with the Company would receive payments under the Company’s short-term cash bonus plan in which the Executive was eligible to participate immediately prior to the Termination Date (x) but in no event later than the Incentive Bonus paid or earned but unpaid to Executive in respect 15th day of the prior third month of the fiscal year or (y) following the average Incentive Bonus paid or earned but unpaid to Executive fiscal year in respect which the Termination Date occurred), a pro-rated amount of the three Executive’s bonus under such plan, based on the actual performance during the applicable period, determined in accordance with the terms of the Plan and subject to the approval of the Compensation and Organization Committee of the Board of Directors. The pro-rated amount shall be calculated using a fraction where the numerator is the number of days from the beginning of the applicable bonus period through the Termination Date and the denominator is the total number of days in the applicable bonus period. (3) previous fiscal yearsSubject to the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, payable as soon as practicable following the date of terminationamended (“COBRA”), plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Companyperiod in which Salary Continuation is in effect, plus (vii) the reimbursement by the Company shall reimburse the Executive for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability 100% of the Incentive Equity that would have vested during the Severance Periodmonthly premium costs of COBRA coverage, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Optionsless applicable withholding taxes on such reimbursement; provided, however, that the Company’s obligations under Section 6(c)(viobligation to provide such benefits shall cease upon the earlier of (i) shall terminate prior to the end Executive’s becoming eligible for such benefits as the result of employment with another employer and (ii) the expiration of the Severance Period if, during the Severance Period, Executive obtains health Executive’s right to continue such medical and dental benefits from a new employer that are substantially equivalent to those provided by the Companyunder applicable law (such as COBRA); provided, further, that notwithstanding the foregoing, the Company shall not be obligated to provide the continuation coverage contemplated by this Section 2(a)(3) if Executive is a “specified employee” as defined it would result in Section 409A the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Internal Revenue Code Patient Protection and Affordable Care Act of 19862010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (“Section 409A”to the extent applicable). For the avoidance of doubt, and the payments described above do not satisfy and obligations set forth in this Section 2(a) shall be in lieu of any applicable exemptions, then such payments shall not be made prior due to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c)Prior Agreement.

Termination Without Cause or for Good Reason. If In the Termination Event is event of Executive’s termination of employment with the Company (i) by the Company at any time during the Employment Period without Cause (as defined herein) or (ii) by the Executive at any time during the Employment Period for Good ReasonReason (as defined herein), subject to execution and non-revocation of a Release substantially in the form attached as Exhibit B, Executive shall be entitled to:to the benefits set forth below in this Section 5(a). (i) any accrued but unpaid The Company shall pay Executive an amount equal to (x) one times Executive’s Annual Bonus for the year prior to termination of employment plus (y) the greater of (1) two times Executive’s Base Salary through or (2) Executive’s base salary for the date remaining term of termination, plus (ii) this Agreement if longer than two years. The severance amount described in the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which previous sentence shall be the Base Salary as paid within fourteen days of the date of termination) during termination (the Severance Period (as defined in Section 6(l“Bonus Payment Date”)), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that, in the event that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is considered a “specified employeeSpecified Employee” as defined in proposed or final Treasury Regulations promulgated under Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Section 409ACode”), and payments under this Section 5(a) are considered “deferred compensation” under Section 409A, the payments described above do not satisfy any applicable exemptionsBonus Payment Date shall be delayed to the date that is six months and one day after the date of termination, then and shall be paid along with interest at a floating rate equal to LIBOR from the date such payments shall not be made prior were otherwise due to the first day following date of payment. (ii) The Company shall pay Executive any unpaid Performances Bonuses if the six-month period beginning on Company achieves the related performance criteria within one year of the date of termination of employment if such payments would otherwise violate Executive. (iii) The Company shall pay Executive the amounts described in Section 409A5(e) within 30 days of the date of termination. (iv) Executive shall be entitled to benefits mandated under the Consolidated Omnibus Budget Reconciliation Act of 1985, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date as amended (“COBRA”), under Section 409A Guidance”) and such payments shall instead be accumulated and 4980B of the Code, or any replacement or successor provision of United States tax law, with the premium paid to Executive on at the Company’s expense until the first day to occur of (A) eighteen months from the seventh month following his date of termination of employment. All payments due or (B) such date that Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c)becomes covered by successor group health coverage.

Termination Without Cause or for Good Reason. If the Termination Event your employment is termination terminated by the Company at any time during the Employment Period Lifeway without Cause or by the Executive at any time during the Employment Period you voluntarily for Good Reason, Executive and you return to Lifeway a General Release, you shall be entitled toto receive: i) your Base Salary for the remainder of the current Term or six (6) months, whichever is greater; ii) your accrued but unused Paid Time Off as of your Termination Date in accordance with the Company’s customary payroll procedures; iii) a one-time payment of $10,000 for your financial planning or transition-related needs; iv) if you timely elect continued coverage under COBRA, the COBRA premiums necessary to continue your coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on the Termination Date and ending on the earliest to occur of: (i) any accrued but unpaid Base Salary through six calendar months after the date calendar month of termination, plus your Termination Date; (ii) the Pro Rated Bonus payable as soon as practicable following the date of terminationyou (and your eligible dependents, plus if applicable) become eligible for group health insurance coverage through another employer; or (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of you cease to be eligible for COBRA continuation coverage for any reason, including plan termination) . In the event you become covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the Severance Period (as defined in Section 6(l))COBRA Premium Period, payable in accordance with you must immediately notify the payroll practices then in effect at the Company, plusCompany of such event. (v) an amount a cash bonus equal to the greater of (xi) the Incentive Bonus paid or earned but unpaid to Executive in respect value of the prior Annual Bonus you would have earned for the fiscal year of your Termination Date if you would have been employed on the date that the Company paid such Annual Bonus; or (yii) the average Incentive Bonus paid or earned but unpaid to Executive in respect value of the three (3) previous actual Annual Bonus you earned for the fiscal yearsyear prior to your Termination Date. The bonus shall be payable in a lump sum, payable as soon as practicable following less applicable withholdings, on or before the date that the Annual Bonus for the fiscal year of termination, plusyour Termination Date is (or would have been) paid by the Company to similarly situated executives. (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment reimbursement for unreimbursed business expenses that you properly incurred, in accordance with the Company, plus’s expense reimbursement policy; and (vii) to the reimbursement by the Company extent that you hold any Outstanding Awards, an amendment to each award agreement that evidences each such Outstanding Award that provides as follows: If your employment with Lifeway is terminated without Cause or for up to $10,000 Good Reason, your Outstanding Awards that are Stock Options or Stock Appreciation Rights shall immediately become fully vested and exercisable on your Termination Date. The vested Outstanding Awards shall be exercisable for the cost of outplacement services during period specified in the one year following the date of termination, plus (viii) the acceleration of vesting applicable option agreement. Your Outstanding Awards that are equity-based compensation other than Stock Options/Stock Appreciation Rights and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period are not intended to exercise any vested Options; provided, however, that the Company’s obligations qualify as performance-based compensation under Section 6(c)(vi162(m)(4)(C) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) shall become fully vested and the restrictions thereon shall lapse; provided that, any delays in the settlement or payment of such awards that are set forth in the applicable award agreement and that are required under Section 409A of the Code (“Section 409A”), ) shall remain in effect. Your Outstanding Awards that are equity-based compensation other than Stock Options/Stock Appreciation Rights and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior are intended to the first day following the sixqualify as performance-month period beginning on the date of termination of employment if such payments would otherwise violate based compensation under Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”162(m)(4)(C) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after Code shall remain outstanding and shall vest or be forfeited as specified by the six-month period following Executive’s termination of employment shall be paid in accordance with applicable award agreements, if the terms of this Section 6(c)applicable performance goals are satisfied.

Termination Without Cause or for Good Reason. If the Termination Event Executive’s employment is termination terminated by the Company at any time during the Employment Period without Cause or by the Executive at any time during the Employment Period for Good ReasonReason more than three (3) months prior to a Change of Control or more than twelve (12) months following a Change of Control, Executive shall be entitled toto receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company (other than as provided in Section 3(g) of this Agreement), the benefits provided below: (iA) any accrued the Company shall pay to Executive his or her fully earned but unpaid Base Salary base salary, when due, through the date of termination at the rate then in effect, plus all other amounts to which Executive is entitled under any compensation plan or practice of the Company at the time of termination; (B) subject to Executive’s continued compliance with Section 5, Executive shall be entitled to receive a lump sum cash payment equal to Executive’s annual base salary as in effect immediately prior to the date of termination, plus payable within ten (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (9010) days following the end effective date of the Severance Period to exercise any vested Options; provided, however, that the CompanyExecutive’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” Release (as defined in below); plus (C) subject to Executive’s continued compliance with Section 409A of 5, for the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive ending on the first day date which is twelve (12) full months following the date of termination (or, if earlier, the date on which the applicable continuation period under COBRA expires), the Company shall reimburse Executive for the costs associated with continuation coverage pursuant to COBRA for Executive and his or her eligible dependents who were covered under the Company’s health plans as of the seventh month following his termination date of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination (provided that Executive shall be solely responsible for all matters relating to his or her continuation of employment coverage pursuant to COBRA, including, without limitation, his or her election of such coverage and his or her timely payment of premiums), and (D) subject to Executive’s continued compliance with Section 5, the Company shall pay for and provide Executive and such eligible dependents with a lump sum payment sufficient to pay the premiums for life insurance benefits coverage for the twelve (12) month period commencing on the date of termination to the extent such Executive and/or such dependents were receiving such benefits prior to the date of Executive’s termination, which payment shall be paid within ten (10) days following the effective date of Executive’s Release; and (E) subject to Executive’s continued compliance with Section 5, for the period beginning on the date of termination and ending on the date which is twelve (12) full months following the date of termination, Executive shall be entitled to executive-level outplacement services at the Company’s expense, not to exceed $15,000. Such services shall be provided by a firm selected by Executive from a list compiled by the Company. (F) To the extent Executive is entitled to payments or benefits under Section 4(d)(ii), then Executive shall receive the payments and benefits described in accordance with Section 4(d)(ii) in lieu of the terms of payments and benefits described in this Section 6(c4(d)(i).

Termination Without Cause or for Good Reason. If the Termination Event Employee’s employment is termination terminated by the Company at any time during the Employment Period without Cause or by the Executive at any time during the Employment Period Employee for Good Reason, Executive Employee shall be entitled toto 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) any accrued the Company shall pay to Employee his or her fully earned but unpaid Base Salary base salary, when due, through the date of terminationtermination at the rate then in effect, plusaccrued 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 Employee’s monthly base salary as in effect immediately prior to the Pro Rated Bonus payable as soon as practicable date of termination for the twelve (12) month period following the date of termination, pluspayable in a lump sum no later than sixty (60) days following the date of Employee’s 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 period beginning on the date of termination and ending on the date which is twelve (12) 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 (“COBRA”) expires) (the “COBRA Coverage Period”), the Company shall pay for and provide to Employee and his or her eligible dependents who were covered under the Company’s health insurance plans immediately prior to the date of termination with healthcare insurance benefits substantially similar to those provided to Employee and his or her eligible dependents immediately prior to the date of termination. If any accrued of the Company’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 unpaid vacation paySection 2716 of the Public Health Service Act), unreimbursed expenses 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 other benefits which may be applicable her eligible dependents who were covered under the Company’s health plans as of the date of termination (calculated by reference to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary Employee’s premiums as of the date of termination) during as currently taxable compensation in substantially equal monthly installments over the Severance COBRA Coverage Period (as defined in Section 6(l)), payable in accordance with or the payroll practices then in effect at the Company, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(cremaining portion thereof).

Termination Without Cause or for Good Reason. If the Termination Event is termination by the Company at any time If, during the Employment Period without Period, the Employer shall Terminate Executive’s employment Without Cause or by the Executive at any time during the Employment Period shall Terminate Executive’s employment for Good Reason, Executive shall be entitled to:then in consideration of Executive’s services rendered prior to such Termination; (i) any accrued but unpaid 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 Date of terminationTermination to the extent not previously paid, plusand (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) Executive’s Base Salary divided by 365; and C. the product of (1) Executive’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 Pro Rated Bonus payable Remaining Employment Period, or such longer period as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) provided by the Base Salary (which shall be the Base Salary as terms of the date appropriate plan, program, practice or policy, to the fullest extent permitted by the terms of termination) during the Severance Period (as defined in Section 6(l))relevant Welfare Benefit Plan, payable the Employer shall continue to provide benefits to Executive and/or Executive’s dependents in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested OptionsWelfare Benefit Plans; provided, however, that if Executive becomes employed with another employer and is eligible to receive substantially the Company’s obligations same benefits under Section 6(c)(viany of the welfare benefit plans of the successor employer as Executive would receive under any of the Welfare Benefit Plans under this item (ii), the benefits provided under this item (ii) shall terminate 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 Executive do not allow Executive to continue to receive for the Remaining Employment Period the coverage provided on the Date of Termination to the Executive 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 Executive 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 Executive to receive continued coverage under any life or disability insurance policy for the Remaining Employment Period, then prior to the end of the Severance Period ifdate coverage would lapse, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation extent permitted by any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and policy, Employer shall assign any such payments shall instead be accumulated and paid policy to Executive on or allow him to convert the first day policy to an individual policy and allow Executive to assume the payment responsibilities therefor. For purposes of determining eligibility and years-of-service credit (but not the seventh month following his termination time of employment. All payments due commencement of benefits) of Executive under this Section 6(c) after for retiree benefits pursuant to such Welfare Benefit Plans, to the six-month period following Executive’s termination of employment shall be paid in accordance with extent permitted by the terms of this Section 6(c)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) to the extent not previously paid or provided, the Employer shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided herein or which Executive is eligible to receive under any Welfare Benefit Plan.

Termination Without Cause or for Good Reason. If In the Termination Event event that the Term and Employee’s employment hereunder is termination terminated by the Company Employer without Cause, or by Employee for Good Reason at any time during the Employment Period without Cause or by the Executive at any time during the Employment Period for Good Reasontime, Executive Employee shall be entitled to: to receive (ia) any accrued but unpaid Base Salary through the date of termination, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of terminationtermination of employment, (b) during any unpaid Guaranteed Bonus for the Severance Period year prior to the year in which termination occurs, and (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (vc) an aggregate amount equal to two (2), multiplied by, the greater sum of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or Employee’s Base Salary and (y) the average Incentive Guaranteed Bonus (the “Compensation Continuation”). Such amounts in clauses (a) and (b) shall be paid or earned but unpaid to Executive in respect of the three a lump sum within thirty (330) previous fiscal years, payable as soon as practicable following days after the date of terminationEmployee’s termination of employment. In order to receive the Compensation Continuation, plus Employee must first execute and deliver a release of claims in the form attached hereto as Exhibit A (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409ARelease”), and that has become effective in accordance with its terms (including the payments described above do not satisfy expiration of any applicable exemptions, then such payments shall not be made prior to the first day following the six-month revocation period beginning on contained therein or required by applicable law) within sixty (60) days after the date of termination of Employee’s employment if (such payments 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 otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and have been paid to Executive 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 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 proviso) will be paid on the first business day of the seventh month following his 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 employment. All payments due Executive under this Section 6(c) after the six-month period following ExecutiveTerm and Employee’s termination of employment hereunder by Employer without Cause or by Employee for Good Reason, Employee shall be paid in accordance resign all positions held with the terms Employer Group. Notwithstanding anything to the contrary in this Agreement, Employer agrees that in no event shall Employer terminate the Term and Employee’s employment hereunder without Cause prior to or following an IPO; provided, that following an IPO, Employer may terminate the Term and Employee’s employment hereunder without Cause solely upon the determination of this Section 6(c)the EGH Executive Committee.

Termination Without Cause or for Good Reason. If Subject to Section 6(h) (Release), if the Termination Event Employment Period is termination terminated by the Company at any time during the Employment Period without Cause and other than under the circumstances described in Section 6(e) or by the Executive at any time during the Employment Period for Good Reason, then Executive shall be entitled to: entitled: (i) any accrued but unpaid to continue to receive his Base Salary through the date of such termination, plus ; (ii) to receive the Pro Rated Annual Bonus payable for the fiscal year preceding the fiscal year in which the date of termination occurs, to the extent earned under Section 3(b) but not already paid; (iii) to continue to receive his Base Salary as soon as practicable following special severance payments from the date of termination through the first anniversary of the date of termination (the “Severance Period”); (iv) to receive a prorated Annual Bonus for the fiscal year in which the date of termination occurs, to the extent earned under Section 3(b) (the extent to which performance objectives have been achieved to be determined by the Board in its reasonable discretion in a manner consistent with its determinations regarding annual bonuses earned by other senior-level employees of WestRock and its Subsidiaries for the year in which such termination occurs, but disregarding any subjective performance goals in making its determination), based on the portion of such year elapsed prior to the date of termination, plus ; and (iiiv) any accrued to pro rata vesting of restricted stock units and unpaid vacation pay, unreimbursed expenses or other benefits which may be long-term incentive awards granted to Executive pursuant to Section 3(c) based on the portion of the applicable vesting period elapsed prior to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) during termination but subject to the Severance Period (as defined in Section 6(l))achievement of any applicable performance conditions. In addition, payable if Executive elects COBRA continuation of health insurance coverage in accordance with the payroll practices then Company’s procedures, the Company shall pay the premiums for such coverage on a monthly basis for a period of twelve (12) months following such termination. Executive shall not be entitled to any other salary, compensation (including, without limitation, any bonus) or benefits from WestRock or its Subsidiaries after such termination of the Employment Period, except as specifically provided for in effect at the Companyemployee benefit plans of WestRock and its Subsidiaries or as otherwise expressly required by applicable law; provided, plus (v) an amount equal that WestRock and its Subsidiaries shall be entitled to amend or terminate any employee benefit plans which are applicable generally to the greater senior executives, officers or other employees of (x) WestRock and its Subsidiaries. It is further acknowledged and agreed by the Incentive Bonus paid or earned but unpaid parties that the actual damages to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date event of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c6(a) after would be difficult if not impossible to ascertain, and, therefore, the six-month period following salary and benefit continuation provisions set forth hereinabove shall be Executive’s sole and exclusive remedy in the case of termination of employment shall be paid in accordance with the terms of under this Section 6(c)6(a) and shall, as liquidated damages or severance pay or both, be considered for all purposes in lieu of any other rights or remedies, at law or in equity, which Executive may have in the case of such termination.

Termination Without Cause or for Good Reason. If the Termination Event is termination Executive’s employment by the Company at any time during is terminated by the Employment Period Company without Cause (and not due to Disability or death) or by the Executive at any time during the Employment Period for Good Reason, then the Company shall pay or provide the Executive shall be entitled towith the Accrued Amounts and subject to compliance with Section 12: (i) any accrued but unpaid Base Salary through i. continue payment of the date of termination, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Executive’s Base Salary as in effect immediately preceding the last day of the date of termination) during Employment Term (ignoring any decrease in Base Salary that forms the Severance Period (as defined in Section 6(l)basis for Good Reason), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety twelve (9012) days months following the end of termination date (the “Severance Period to exercise any vested OptionsPeriod”) on the Company’s regular payroll dates; provided, however, that any payments otherwise scheduled to be made prior to the effective date of the General Release (namely, the date it can no longer be revoked) shall accrue and be paid in the first payroll date that follows such effective date with subsequent payments occurring on each subsequent Company payroll date; ii. if the Executive timely elects continued coverage under COBRA for himself and his covered dependents under the Company’s obligations under Section 6(c)(vigroup health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue the Executive’s and his covered dependents’ health insurance coverage in effect for himself (and his covered dependents) on the termination date until the earliest of (i) twelve (12) months following the termination date; (ii) the date when the Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date the Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on the Executive’s behalf would result in a violation of applicable law (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall terminate pay the Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Executive’s payment of COBRA premiums and without regard to the expiration of the COBRA period prior to the end of the Severance Period if, during COBRA Payment Period. Nothing in this Agreement shall deprive the Severance Period, Executive obtains health of his rights under COBRA or ERISA for benefits from a new employer that are substantially equivalent to those provided under plans and policies arising under his employment by the Company; providedand iii. Executive shall be entitled to exercise any vested equity award(s) granted to the Executive for a period equal to the shorter of: (i) six (6) months after termination, further, if Executive is a “specified employee” as defined in Section 409A or (ii) the remaining term of the Internal Revenue Code award(s). If the Executive’s employment by the Company is terminated by the Company without Cause (and not due to Disability or death) or by the Executive for Good Reason, then the Executive will be eligible to receive additional severance benefits including, but not limited to, a pro-rata portion of 1986the Executive’s Annual Bonus, as amended (“Section 409A”)determined by the Board of Directors, and for the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to performance year in which the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c)occur.

Termination Without Cause or for Good Reason. If the Termination Event is termination Executive’s employment by the Company at any time during is terminated (x) by the Employment Period without Company other than for Cause pursuant to Section 7(c) hereof, or (y) by the Executive at any time during the Employment Period for Good Reason, the Company shall pay or provide the Executive shall be entitled towith the following, subject to the provisions of Section 25 hereof: (i) any accrued but unpaid Base Salary through the date of termination, plusAccrued Benefits; (ii) subject to the Pro Rated 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 payable as soon as practicable 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 date termination of termination, plusemployment 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) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable subject to and owing in accordance with Company policies or applicable law, plus (ivA) the Base Salary (which shall be Executive’s timely election of continuation coverage under the Base Salary as Consolidated Omnibus Budget Reconciliation Act of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 19861985, as amended (“Section 409ACOBRA”), (B) the Executive’s continued copayment of premiums at the same level and cost to the Executive as if 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 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 the payments described above do not satisfy any applicable exemptionsExecutive’s spouse) through the date Executive turns 65 (or, in the case of coverage for Executive’s current spouse, through the date that she turns 65 so long as she is then such payments shall not be made prior Executive’s spouse), at the Company’s expense, provided that if the Company’s group health plan is self-insured, the Company will report to the first day following appropriate tax authorities taxable income to the six-month period beginning on Executive equal to the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day portion of the seventh month following his termination deemed cost of employment. All payments due 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 that offers group health benefits, such continuation of coverage by the Company under this Section 6(c8(d)(iii) after shall immediately cease. For the six-month sake of clarity, if the period following Executive’s termination specified in this Section 8(d)(iii) exceeds the statutory period during which the Executive may elect continuation coverage under COBRA, the Company will provide the applicable benefits to Executive through procurement of employment shall be paid an individual policy with respect to the Executive or by any other means chosen by the Company, at a cost to Executive no greater than the cost specified in accordance with the terms clause (B) of this Section 6(c8(d)(iii). Payments and benefits provided in this Section 8(d) shall be in lieu of any termination or severance payments or benefits for which the Executive 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 The Company will make the Termination Event severance payments specified in Section 5(b) below if this Employment Agreement is termination by the Company at any time during the Employment Period terminated pursuant to Sections 4(d) (without Cause Cause) or by the Executive at any time during the Employment Period 4(e) (for Good Reason) hereof. In addition, the employee health and welfare benefits referred to in Exhibit A, Section 1(c) for the Executive (and the Executive’s eligible dependents) shall be entitled to: (i) any accrued but unpaid Base Salary through the date of termination, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety thirty (9030) days following months after termination of employment upon substantially the end same terms as provided to the Executive (and the Executive’s eligible dependents) immediately before the Executive’s Separation from Service (including with respect to subsidization of the Severance Period to exercise any vested Optionspremiums by the Company); provided, however, that this continuation is not intended to reduce the Company’s obligations amount of time that the Executive may obtain coverage at his own expense under Section 6(c)(vi) shall terminate prior to the end provision of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A Consolidated Omnibus Budget Reconciliation Act of the Internal Revenue Code of 19861985, as amended (“Section 409ACOBRA”), and comparable state law, except that the payments described above do not satisfy any Executive’s coverage for such thirty (30)-month period shall be counted against and deducted from the maximum COBRA period (if the applicable exemptionsmaximum COBRA period is eighteen (18) months, then such payments shall not be made prior to the first day following the six-month period beginning on Executive’s coverage hereunder, the Executive shall be entitled to no further COBRA coverage under the Company’s group health plans). Notwithstanding the foregoing, in the event that the Executive’s (or the Executive’s eligible dependents’) participation in any such employee health and welfare benefits is not possible after the effective date of termination under the general terms and provisions of employment if such payments employee health and welfare benefits or would otherwise violate Section 409Agive rise to penalties, Department of Treasury regulations the Company shall arrange to provide the Executive (and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination eligible dependents) with benefits substantially similar to those which the Executive (and the Executive’s eligible dependents) is entitled to receive under such employee health and welfare benefits or, alternatively, pay a lump sum amount equal to the reasonable value of employment shall such substantially similar benefits (with such lump sum payment to be paid in accordance with made within sixty (60) days following the terms of this Section 6(cExecutive’s Separation from Service, or if later, within sixty (60) days following a determination that such continued coverage is not possible or would give rise to penalties).

Termination Without Cause or for Good Reason. If the Termination Event Executive’s employment is termination terminated during the Term (i) by the Company at any time during the Employment Period without Cause (other than as a result of the Executive’s death or Disability), or (ii) by the Executive at any time during the Employment Period for Good Reason, Executive shall be entitled to: (i) any accrued but unpaid Base Salary through the date of terminationin each case, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) than during the Severance COC Protection Period (as defined in Section 6(l)below), payable the Company shall (A) pay to the Executive any portion of Executive’s accrued but unpaid base salary earned through the Termination Date; (B) pay to the Executive any annual bonus that was earned by the Executive for the fiscal year immediately preceding the fiscal year in which the Termination Date occurs, to the extent not already paid; (C) reimburse the Executive for any and all amounts advanced in connection with Executive’s employment with the Company for reasonable and necessary expenses incurred by Executive through the Termination Date in accordance with the payroll practices then in effect at Company’s policies and procedures on reimbursement of expenses; and (D) provide to the Executive all other accrued but unpaid payments and benefits to which Executive may be entitled under the terms of any applicable compensation arrangement or benefit plan or program of the Company (excluding any severance plan or policy of the Company) (collectively, plusthe “Accrued Compensation”). In addition, provided that the Executive executes a release of claims in a form acceptable to the Company (a “Release”), returns such Release to the Company by no later than 45 days following the Termination Date (the “Release Deadline”) and does not revoke such Release prior to the expiration of the applicable revocation period (the date on which such Release becomes effective, the “Release Effective Date”), then subject to the further provisions of Sections 2(j), 3, 4, and 6 below, the Company shall have the following obligations with respect to the Executive (or the Executive’s estate, if applicable), subject to applicable taxes and withholdings: (v1) an The Company will continue to pay the Executive’s Base Salary (as defined below) during the period beginning on the Executive’s Termination Date and continuing for 12 months thereafter (“Salary Continuation”). This Salary Continuation payment shall be paid in bi-weekly installments, consistent with the Company’s payroll practices. Subject to Sections 4(c) and 4(d) hereof, the first such payment shall be made on the first payroll date following the Release Effective Date, such payment to include all payments that would have otherwise been payable between the Termination Date and the date of such payment. (2) The Company will pay to the Executive, at such time as those executives who are actively employed with the Company would receive payments under the Company’s short-term cash bonus plan in which the Executive was eligible to participate immediately prior to the Termination Date (but in no event later than the 15th day of the third month of the fiscal year following the fiscal year in which the Termination Date occurred), a pro-rated amount of the Executive’s bonus under such plan, based on the actual performance during the applicable period, determined in accordance with the terms of the Plan and subject to the approval of the Compensation Committee of the Board of Directors. The pro-rated amount shall be calculated using a fraction where the numerator is the number of days from the beginning of the applicable bonus period through the Termination Date and the denominator is the total number of days in the applicable bonus period. (3) The Company will pay to the Executive a lump sum cash payment (net of applicable taxes and withholdings), payable within 30 days following the Termination Date, equal to the greater of monthly cost (x) the Incentive Bonus paid or earned but unpaid to Executive in respect including any portion of the prior fiscal year or (ycost paid by the Executive) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal yearsprovide group medical, payable as soon as practicable following the date of terminationdental, plus (vi) the continuation of all health vision and/or prescription drug plan benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement sponsored by the Company for up to $10,000 for and maintained by the Executive as of the Termination Date, multiplied by 12. For purposes of this Section 2(a)(3), the cost of outplacement services during such benefits will be calculated based on the one year following the date of termination, plus (viii“applicable premium” determined in accordance with Section 4980B(f)(4) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A GuidanceCode”) and such payments shall instead the regulations issued thereunder (less the 2% administrative fee) for the year in which the Termination Date occurs. (4) As of Executive’s Termination Date, Executive will be accumulated and paid to Executive on immediately eligible for reasonable outplacement services at the first day expense of the seventh month following his termination of employmentCompany. All payments due The Company and Executive under this Section 6(cwill mutually agree on which outplacement firm, among current vendors used by the Company, will provide these services. Such services will be provided for up to twelve (12) after months from the six-month period following Executive’s termination of Termination Date or until employment shall be paid in accordance with the terms of this Section 6(c)is obtained, whichever occurs first.

Termination Without Cause or for Good Reason. If the Termination Event Employee is termination by the Company at any time during the Employment Period terminated without Cause pursuant to Section 9(E) or by resigns for Good Reason pursuant to Section 9(F) and the Executive at termination date is not within the Change in Control Protection Period, Employee shall also be entitled to the following, subject to Employee’s compliance with the release obligation in Section 10(D) below: i. An amount equal to (a) the sum of Employee’s then-current annual Base Salary (but without taking into account any time during reduction that was the Employment Period basis for Good Reason, Executive shall be entitled to: ) and Employee’s average annual Bonus paid during the three (i3) any accrued but unpaid Base Salary through calendar years immediately preceding the date of termination, plus multiplied by (iib) a fraction, the Pro Rated Bonus payable as soon as practicable following numerator of which is the date number of terminationmonths in the Severance Period and the denominator of which is twelve (12); such amount to be paid in substantially equal installments, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable lawEmployer’s regular payroll schedule, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period Period; and ii. To receive or have paid on Employee’s behalf for the Severance Period, all premiums for the continuation of Employer’s current medical hospitalization insurance program, provided that (A) Employee shall timely elect continuation of coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as defined in amended (“COBRA”); and (B) Employee’s benefits under this Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v10(B)(ii) an amount equal to the greater of shall terminate if and when (x) the Incentive Bonus paid or earned but unpaid to Executive in respect Employee secures alternative health benefits from a new employer, of the prior fiscal year which he shall promptly notify Employer, or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested OptionsEmployee’s COBRA coverage terminates; provided, however, that should Employer be unable to provide for any such benefits under Employer’s health benefit plans because it would cause the Company’s obligations under Section 6(c)(vi) plans to provide discriminatory benefits, Employer shall terminate prior pay Employee monthly an amount in cash equal to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning premiums Employer would have paid on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following ExecutiveEmployee’s termination of employment shall be paid in accordance with the terms of this Section 6(c)behalf.

Termination Without Cause or for Good Reason. If the Termination Event Executive's employment is termination terminated during the Term (i) by the Company at any time during the Employment Period without Cause (other than as a result of the Executive’s death or Disability), or (ii) by the Executive at any time during the Employment Period for Good Reason, in each case, other than during the one-year period following a Change of Control, the Company shall (a) pay to the Executive shall be entitled to: (i) any portion of Executive’s accrued but unpaid Base Salary base salary earned through the date of termination, plus Termination Date; (iib) reimburse the Pro Rated Bonus payable as soon as practicable following Executive for any and all amounts advanced in connection with Executive’s employment with the date of termination, plus (iii) any accrued Company for reasonable and unpaid vacation pay, unreimbursed necessary expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) incurred by Executive through the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable Termination Date in accordance with the payroll practices then Company’s policies and procedures on reimbursement of expenses; (c) pay to the Executive any earned vacation pay not theretofore used or paid in effect at accordance with the Company’s policy for payment of earned and unused vacation time; and (d) provide to the Executive all other accrued but unpaid payments and benefits to which Executive may be entitled under the terms of any applicable compensation arrangement or benefit plan or program of the Company (excluding any severance plan or policy of the Company) (collectively, plusthe "Accrued Compensation"). In addition, provided that the Executive executes a release of claims in a form acceptable to the Company (a “Release”), returns such Release to the Company by no later than the applicable deadline set forth in such Release (the “Release Deadline”) and does not revoke such Release prior to the expiration of the applicable revocation period (the date on which such Release becomes effective, the “Release Effective Date”), then subject to the further provisions of Sections 3, 4, and 6 below, the Company shall have the following obligations with respect to the Executive (or the Executive’s estate, if applicable): (v1) an amount equal The Company will continue to pay the Executive’s Base Salary (as defined below) during the period beginning on the Executive’s Termination Date and continuing for eighteen months thereafter (“Salary Continuation”). This Salary Continuation payment shall be paid in bi-weekly installments, consistent with the Company’s payroll practices. Subject to Section 4(c) hereof, the first such payment shall be made on the first payroll date following the Release Effective Date, such payment to include all payments that would have otherwise been payable between the Termination Date and the date of such payment. (2) The Company will pay to the greater of Executive, at such time as those executives who are actively employed with the Company would receive payments under the Company’s short-term cash bonus plan in which the Executive was eligible to participate immediately prior to the Termination Date (x) but in no event later than the Incentive Bonus paid or earned but unpaid to Executive in respect 15th day of the prior third month of the fiscal year or (y) following the average Incentive Bonus paid or earned but unpaid to Executive fiscal year in respect which the Termination Date occurred), a pro-rated amount of the three Executive’s bonus under such plan, based on the actual performance during the applicable period, determined in accordance with the terms of the Plan and subject to the approval of the Compensation and Organization Committee of the Board of Directors. The pro-rated amount shall be calculated using a fraction where the numerator is the number of days from the beginning of the applicable bonus period through the Termination Date and the denominator is the total number of days in the applicable bonus period. (3) previous fiscal yearsSubject to the Executive's timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, payable as soon as practicable following the date of terminationamended ("COBRA"), plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Companyperiod in which Salary Continuation is in effect, plus (vii) the reimbursement by the Company shall reimburse the Executive for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability 100% of the Incentive Equity that would have vested during the Severance Periodmonthly premium costs of COBRA coverage, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Optionsless applicable withholding taxes on such reimbursement; provided, however, that the Company’s obligations under Section 6(c)(vi's obligation to provide such benefits shall cease upon the earlier of (i) shall terminate prior to the end Executive's becoming eligible for such benefits as the result of employment with another employer and (ii) the expiration of the Severance Period if, during the Severance Period, Executive obtains health Executive's right to continue such medical and dental benefits from a new employer that are substantially equivalent to those provided by the Companyunder applicable law (such as COBRA); provided, further, that notwithstanding the foregoing, the Company shall not be obligated to provide the continuation coverage contemplated by this Section 2(a)(3) if Executive is a “specified employee” as defined it would result in Section 409A the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Internal Revenue Code Patient Protection and Affordable Care Act of 19862010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(cextent applicable).

Termination Without Cause or for Good Reason. If In the Termination Event event the Executive’s employment is termination terminated by the Company at any time during the Employment Period without Cause or by the Executive at any time during the Employment Period for Good Reason, the Executive shall receive the following, subject to the execution and timely return by the Executive of a release of claims in the form to be entitled to: delivered by the Company, which release shall, by its terms, be irrevocable no later than the sixtieth (i60th) day following the termination of employment: (a) the Accrued Obligations, payable in a lump sum within the time period required by applicable law, and in no event later than thirty (30) days following termination of employment; (b) if the Executive was employed by the Company through at least July 1st of the applicable calendar year, a pro-rata portion of any accrued Performance Bonus earned during such calendar year, with the amount prorated based on the number of days employed during such calendar year and payable in a lump sum within the time period required by applicable law, but unpaid in no event later than March 15th of the calendar year after the calendar year to which the Performance Bonus relates; (c) severance pay in an amount equal to the Executive’s Base Salary through for twelve (12) months (the date of termination, plus (ii“Severance Period”) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in equal installments in accordance with Company the normal payroll policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the Company, with the first installment being paid on the Company’s first regular pay date on or after the sixtieth (60th) day following the termination of terminationemployment, which initial payment shall include all installment amounts that would have been paid during the first sixty (60) days following the termination of employment had installments commenced immediately following the termination date; (d) during the Severance Period (as defined or until the Executive becomes eligible for comparable employer sponsored health plan benefits, whichever is sooner, all health plan benefits to which the Executive is entitled prior to the termination date under any such benefit plans or arrangements maintained by the Company in Section 6(l))which the Executive participated, payable which benefits shall be determined and paid in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal this Agreement and plans or arrangements and shall be provided pursuant to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment COBRA with the Company, plus (vii) the reimbursement relative costs therefor being paid by the Company and the Executive in the same proportion as existed while the Executive was an active employee of the Company; and (e) the Stock Options and Restricted Stock granted to the Executive shall be fully and immediately vested, and the Stock Options shall remain exercisable for up to $10,000 for the cost of outplacement services during the one year two (2) years following the termination date of terminationor, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Periodif sooner, plus (ix) a period of ninety (90) days following until the end of the Severance Period to exercise any vested Optionsapplicable Stock Option’s term. For purposes of this Agreement, “Good Reason” means termination because of: (a) a material diminution without the Executive’s consent in the Executive’s duties and responsibilities; provided, however, that the Company’s obligations under Section 6(c)(viand (b) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided material breach by the Company; providedCompany of this Agreement or any other agreement to which the Executive and the Company are parties. In each such event listed above, further, if the Executive is a “specified employee” as defined shall give the Company written notice thereof which shall specify in Section 409A of reasonable detail the Internal Revenue Code of 1986, as amended (“Section 409A”)circumstances constituting Good Reason, and the payments described above do not satisfy any applicable exemptions, then such payments there shall not be made prior no Good Reason with respect to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued circumstances if cured by the Company within thirty (30) days after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c)notice.

Termination Without Cause or for Good Reason. If the Termination Event Executive's employment is termination terminated during the Term (i) by the Company at any time during the Employment Period without Cause (other than as a result of the Executive’s death or Disability), or (ii) by the Executive at any time during the Employment Period for Good Reason, Executive shall be entitled to: (i) any accrued but unpaid Base Salary through the date of terminationin each case, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) than during the Severance COC Protection Period (as defined in Section 6(l)below), payable the Company shall (A) pay to the Executive any portion of Executive’s accrued but unpaid base salary earned through the Termination Date; (B) pay to the Executive any annual bonus that was earned by the Executive for the fiscal year immediately preceding the fiscal year in which the Termination Date occurs, to the extent not already paid; (C) reimburse the Executive for any and all amounts advanced in connection with Executive’s employment with the Company for reasonable and necessary expenses incurred by Executive through the Termination Date in accordance with the payroll practices then Company’s policies and procedures on reimbursement of expenses; (D) pay to the Executive any earned vacation pay not theretofore used or paid in effect at accordance with the Company’s policy for payment of earned and unused vacation time; and (E) provide to the Executive all other accrued but unpaid payments and benefits to which Executive may be entitled under the terms of any applicable compensation arrangement or benefit plan or program of the Company (excluding any severance plan or policy of the Company) (collectively, plusthe "Accrued Compensation"). In addition, provided that the Executive executes a release of claims in a form acceptable to the Company (a “Release”), returns such Release to the Company by no later than 45 days following the Termination Date (the “Release Deadline”) and does not revoke such Release prior to the expiration of the applicable revocation period (the date on which such Release becomes effective, the “Release Effective Date”), then subject to the further provisions of Sections 3, 4, and 6 below, the Company shall have the following obligations with respect to the Executive (or the Executive’s estate, if applicable), subject to applicable taxes and withholdings: (v1) an amount equal The Company will continue to pay the Executive’s Base Salary (as defined below) during the period beginning on the Executive’s Termination Date and continuing for eighteen months thereafter (“Salary Continuation”). This Salary Continuation payment shall be paid in bi-weekly installments, consistent with the Company’s payroll practices. Subject to Sections 4(c) and 4(d) hereof, the first such payment shall be made on the first payroll date following the Release Effective Date, such payment to include all payments that would have otherwise been payable between the Termination Date and the date of such payment. (2) The Company will pay to the greater of Executive, at such time as those executives who are actively employed with the Company would receive payments under the Company’s short-term cash bonus plan in which the Executive was eligible to participate immediately prior to the Termination Date (x) but in no event later than the Incentive Bonus paid or earned but unpaid to Executive in respect 15th day of the prior third month of the fiscal year or (y) following the average Incentive Bonus paid or earned but unpaid to Executive fiscal year in respect which the Termination Date occurred), a pro-rated amount of the three Executive’s bonus under such plan, based on the actual performance during the applicable period, determined in accordance with the terms of the Plan and subject to the approval of the Compensation and Organization Committee of the Board of Directors. The pro-rated amount shall be calculated using a fraction where the numerator is the number of days from the beginning of the applicable bonus period through the Termination Date and the denominator is the total number of days in the applicable bonus period. (3) previous fiscal yearsSubject to the Executive's timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, payable as soon as practicable following the date of terminationamended ("COBRA"), plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Companyperiod in which Salary Continuation is in effect, plus (vii) the reimbursement by the Company shall reimburse the Executive for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability 100% of the Incentive Equity that would have vested during the Severance Periodmonthly premium costs of COBRA coverage, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Optionsless applicable withholding taxes on such reimbursement; provided, however, that the Company’s obligations under Section 6(c)(vi's obligation to provide such benefits shall cease upon the earlier of (i) shall terminate prior to the end Executive's becoming eligible for such benefits as the result of employment with another employer and (ii) the expiration of the Severance Period if, during the Severance Period, Executive obtains health Executive's right to continue such medical and dental benefits from a new employer that are substantially equivalent to those provided by the Companyunder applicable law (such as COBRA); provided, further, that notwithstanding the foregoing, the Company shall not be obligated to provide the continuation coverage contemplated by this Section 2(a)(3) if Executive is a “specified employee” as defined it would result in Section 409A the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Internal Revenue Code Patient Protection and Affordable Care Act of 19862010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(cextent applicable).

Termination Without Cause or for Good Reason. If the Termination Event is termination Executive’s employment by the Company at any time during is terminated by the Employment Period without Company other than for Cause (and not due to Disability or death) or by the Executive at any time during the Employment Period for Good Reason, other than in circumstances described in Section 8(e), then the Company shall pay or provide the Executive shall be entitled towith the Accrued Amounts and subject to compliance with Section 10: (1) continued payment of the Executive’s Base Salary as in effect immediately preceding the last day of the Employment Term for a period of twelve (12) months following the termination date (the “Salary Severance Period”) in accordance with the Company’s ordinary payroll practices (for purposes of calculating the Executive’s severance benefits, the Executive’s Base Salary shall be calculated based on the rate in effect prior to any material reduction in Base Salary that would give the Executive the right to resign for Good Reason (as provided in Section 7(e)(1))); (2) if the Executive timely elects continued coverage under COBRA for himself and his covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue the Executive’s and his covered dependents’ health insurance coverage in effect on the termination date until the earliest of (i) any accrued but unpaid Base Salary through twelve (12) months following the termination date of termination, plus (the “COBRA Severance Period”); (ii) the Pro Rated Bonus payable as soon as practicable following date when the date of termination, plus Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date the Executive ceases to be eligible for COBRA continuation coverage for any accrued reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on the Executive’s behalf would result in a violation of applicable law (including but not limited to the 2010 Patient Protection and unpaid vacation payAffordable Care Act, unreimbursed expenses as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section 8(d)(2), the Company shall pay the Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Executive’s payment of COBRA premiums. Nothing in this Agreement shall deprive the Executive of his rights under COBRA or other ERISA for benefits which may be applicable to under plans and owing in accordance with Company policies or applicable law, plusarising under his employment by the Company. (iv3) in the event that the Executive’s employment is terminated after December 31 of any performance year, but prior to the Annual Bonus payment date for such performance year, the Executive shall receive: (i) the Base Salary (amount of the Annual Bonus as determined by the Board in good faith for the performance year immediately prior to the year in which shall be the Base Salary Executive’s termination occurs if the Company has not determined the amount of the Executive’s Annual Bonus as of the date of the Executive’s termination; or (ii) during the Severance Period (amount of the Annual Bonus as defined already determined by the Board in Section 6(l))good faith for the performance year immediately prior to the year in which the Executive’s termination occurs if the Company has already determined the amount of the Executive’s Annual Bonus as of the date of the Executive’s termination, payable in accordance with the payroll practices then in effect either case as a lump sum at the same time annual bonuses are paid to the Company’s executives generally, plusbut no later than March 15 of the calendar year immediately following the calendar year in which the Annual Bonus is being measured; (v4) an amount in the event that the Executive’s employment is terminated: (i) on or before the date Annual Bonus performance goals are established for the performance year in which the Executive’s termination occurs, the Executive shall receive a pro-rata portion of the Executive’s Target Bonus for the performance year in which the Executive’s termination occurs, with such pro-rata portion calculated based upon the number of days that the Executive was employed during such performance year divided by the total number of days in such performance year; or (ii) after the date Annual Bonus performance goals are established for the performance year in which the Executive’s termination occurs (but on or before December 31 of such performance year), the Executive shall receive a pro-rata portion of the Executive’s Target Bonus for the performance year in which the Executive’s termination occurs, with such pro-rata portion calculated based upon the Executive’s achievement of performance goals as determined by the Board in good faith, payable in either case as a lump sum payment on the Company’s first ordinary payroll date occurring on or after the General Release effective date (namely, the date it can no longer be revoked) or as soon thereafter as is reasonable practicable thereafter; and (5) twenty-five percent (25%) of the shares subject to all stock options, restricted stock units and other equity awards then held by the Executive shall vest and become exercisable or payable, as applicable. In addition, the time period that the Executive may have to exercise any stock options shall be extended for a period equal to the greater shorter of (xi) nine (9) months or (ii) the Incentive Bonus paid or earned but unpaid to Executive in respect remaining term of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c)award.

Termination Without Cause or for Good Reason. If the Termination Event is termination by the The Company may terminate Executive’s employment hereunder without Cause at any time during time, by providing Executive 30 days’ prior written notice of such termination. Such notice shall specify the Employment Period effective date of the termination of Executive’s employment. The Executive may terminate his employment for Good Reason by providing 30 days’ prior written notice to the Company. In the event of the termination of Executive’s employment under this Section 6(c) without Cause or by the Executive at any time during the Employment Period for Good Reason, in each case prior to or more than 12 months following a Change-in-Control (as defined in the Company’s Equity Plan), then Executive shall be entitled to: (i) any accrued but unpaid Base Salary through payment of the date of termination, plusAccrued Payments; (ii) the Pro Rated Bonus a separation allowance, payable as soon as practicable in equal installments in accordance with normal payroll practices over a 12-month period beginning immediately following the date of termination, plusequal to one (1) times the sum of (x) Executive’s then Base Salary and (y) the Executive’s then Target Bonus; (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plusannual incentive bonuses earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date; (iv) the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his if employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate termination occurs prior to the end of any fiscal year, a pro rata annual incentive bonus for such fiscal year in which employment termination occurs (based on actual business days in such fiscal year prior to such employment termination, divided by total the Severance Period ifannual business days) determined and paid based on actual performance achieved for such fiscal year against the performance goals for that fiscal year; (v) the Company shall arrange for the Executive to continue to participate (through COBRA or otherwise), during on substantially the Severance Periodsame terms and conditions as in effect for the Executive (including any required contribution) immediately prior to such termination, in the medical, dental, disability and life insurance programs provided to the Executive obtains health benefits from a new employer that are substantially equivalent pursuant to those provided by Section 5(a) hereof until the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A earlier of (i) the end of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-12 month period beginning on the effective date of the termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination employment hereunder, or (ii) such time as the Executive is eligible to be covered by comparable benefit(s) of employment shall be paid in accordance with the terms a subsequent employer. The foregoing of this Section 6(c)6(c)(v) is referred to as “Benefits Continuation”. The Executive agrees to notify the Company promptly if and when he begins employment with another employer and if and when he becomes eligible to participate in any benefit or other welfare plans, programs, or arrangements of another employer; (vi) all of Executive’s then-outstanding equity awards in any Equity Plan or the Retention Equity Award will vest in full.

Termination Without Cause or for Good Reason. If the Termination Event is termination Executive’s employment by the Company at any time during is terminated by the Employment Period without Company other than for Cause (and not due to Disability or death) or by the Executive at any time during the Employment Period for Good Reason, other than in circumstances described in Section 8(e), then the Company shall pay or provide the Executive shall be entitled towith the Accrued Amounts and subject to compliance with Section 9: (1) the Executive’s Base Salary as in effect immediately preceding the last day of the Employment Term for a period of twelve (12) months following the termination date (the “Salary Severance Period”) payable in a lump sum in cash promptly following the termination date (for purposes of calculating the Executive’s severance benefits, the Executive’s Base Salary shall be calculated based on the rate in effect prior to any material reduction in Base Salary that would give the Executive the right to resign for Good Reason (as provided in Section 7(e)(1))); (2) if the Executive timely elects continued coverage under COBRA for himself and his covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue the Executive’s and his covered dependents’ health insurance coverage in effect on the termination date until the earliest of (i) any accrued but unpaid Base Salary through twelve (12) months following the termination date of termination, plus (the “COBRA Severance Period”); (ii) the Pro Rated Bonus payable as soon as practicable following date when the date of termination, plus Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date the Executive ceases to be eligible for COBRA continuation coverage for any accrued reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on the Executive’s behalf would result in a violation of applicable law (including but not limited to the 2010 Patient Protection and unpaid vacation payAffordable Care Act, unreimbursed expenses as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section 8(d)(2), the Company shall pay the Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Executive’s payment of COBRA premiums. Nothing in this Agreement shall deprive the Executive of his rights under COBRA or other ERISA for benefits which may be applicable to under plans and owing in accordance with Company policies or applicable law, plusarising under his employment by the Company. (iv3) in the event that the Executive’s employment is terminated after December 31 of any performance year, but prior to the Annual Bonus payment date for such performance year, the Executive shall receive: (i) the Base Salary (amount of the Annual Bonus as determined by the Board in good faith for the performance year immediately prior to the year in which shall be the Base Salary Executive’s termination occurs if the Company has not determined the amount of the Executive’s Annual Bonus as of the date of the Executive’s termination; or (ii) during the Severance Period (amount of the Annual Bonus as defined already determined by the Board in Section 6(l))good faith for the performance year immediately prior to the year in which the Executive’s termination occurs if the Company has already determined the amount of the Executive’s Annual Bonus as of the date of the Executive’s termination, payable in accordance with the payroll practices then in effect either case as a lump sum at the same time annual bonuses are paid to the Company’s executives generally, plusbut no later than March 15 of the calendar year immediately following the calendar year in which the Annual Bonus is being measured; (v4) in the event that the Executive’s employment is terminated: (i) on or before the date Annual Bonus performance goals are established for the performance year in which the Executive’s termination occurs, the Executive shall receive a pro-rata portion of the Executive’s Target Bonus for the performance year in which the Executive’s termination occurs, with such pro-rata portion calculated based upon the number of days that the Executive was employed during such performance year divided by the total number of days in such performance year; or (ii) after the date Annual Bonus performance goals are established for the performance year in which the Executive’s termination occurs (but on or before December 31 of such performance year), the Executive shall receive a pro-rata portion of the Executive’s Target Bonus for the performance year in which the Executive’s termination occurs, with such pro-rata portion calculated based upon the Executive’s achievement of performance goals as determined by the Board in good faith, payable in either case as a lump sum payment on the Company’s first ordinary payroll date occurring on or after the General Release effective date (namely, the date it can no longer be revoked) or as soon thereafter as is reasonable practicable thereafter; and (5) if such termination occurs prior to the second anniversary of the Effective Date, an amount additional fifty percent (50%) of the shares subject to all stock options, restricted stock units and other equity awards which are time-based and are then held by the Executive shall vest and become exercisable or payable, as applicable, and an additional fifty percent (50%) of the performance-based awards shall vest based on target performance and (z) if such termination occurs on or after the second anniversary of the Effective Date, all of the shares subject to all stock options, restricted stock units and other equity awards which are time-based and are then held by the Executive shall vest and become exercisable or payable, as applicable, and all performance-based awards shall vest based on target performance. In addition, the time period that the Executive may have to exercise any stock options shall be extended for a period equal to the greater shorter of (xi) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal one (1) year or (yii) the average Incentive Bonus paid or earned but unpaid to Executive in respect remaining term of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Optionsaward; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptionsparticular equity or equity-based award provides for more favorable termination treatment, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c)more favorable treatment provided therein will apply.

Termination Without Cause or for Good Reason. If the Termination Event is termination by the Company at any time If, during the Employment Period Period, the Employer shall terminate Executive’s employment without Cause or by the Executive at any time during the Employment Period shall terminate Executive’s employment for Good Reason, then Executive shall be entitled toto receive the Accrued Amounts and, subject to Executive’s execution of a release of claims in favor of the Employer, its subsidiaries and affiliates and their respective officers and directors substantially in the form attached as Exhibit B hereto (the “Release”) and such Release becoming effective within 45 days following the Termination Date (such 45-day period, for purposes of this Section 7(b), the “Release Execution Period”), Executive shall also be entitled to receive the following: (i) any accrued but unpaid a lump sum amount equal to three times the sum of (A) Executive’s Base Salary through and (B) Executive’s highest cash bonus earned with respect to any fiscal year within the date three most recently completed fiscal years immediately preceding the Termination Date (or if Termination occurs within the first year of terminationthe Employment Period, plus50% of Base Salary), which amount shall be paid in cash on or before the 60th day after the Termination Date; provided, however, that if the Release Execution Period begins in one taxable year and ends in another taxable year, then payment shall not be made until the beginning of the second taxable year; (ii) a lump sum amount equal to the Pro Rated Bonus payable as soon as practicable product of (A) the cash bonus, if any, that Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year and (B) a fraction, the numerator of which is the number of days Executive was employed by the Employer during the year of termination and the denominator of which is the number of days in such year (the “Pro-Rata Bonus”), which amount shall be paid in cash on the date that annual bonuses are paid to senior executives of the Employer generally, but in no event later than two-and-one-half months following the date end of termination, plusthe fiscal year in which the Termination Date occurs; (iii) any accrued if Executive timely and unpaid vacation payproperly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), unreimbursed expenses or other benefits then the Employer shall reimburse Executive for the monthly COBRA premium paid by Executive for Executive and Executive’s dependents until the earliest of: (A) the 18-month anniversary of the Termination Date; (B) the date Executive is no longer eligible to receive COBRA continuation coverage; and (C) the date on which may Executive becomes eligible to receive substantially similar coverage from another employer. Such reimbursement shall be applicable paid to and owing Executive on the 15th day of the month immediately following the month in accordance with Company policies or applicable law, pluswhich Executive timely remits the premium payment; ​ (iv) the Base Salary (which any outstanding but unvested time-based restricted stock, stock options, phantom stock or other time-based long-term incentive shall be the Base Salary deemed to be fully vested as of the date of termination; and ​ (v) if Executive’s employment is terminated during the Severance Employment Period under this Section 7(b), and such termination of employment follows a Change in Control (as defined in Section 6(l)the Primis Financial Corp. 2017 Equity Compensation Plan), payable in accordance with the payroll practices then in effect at the Companythen, plus (v) an amount equal notwithstanding anything to the greater contrary in any governing award agreement, the payout opportunities attainable under all of (x) the Incentive Bonus paid or Executive’s outstanding performance-based stock awards shall be deemed to have been fully earned but unpaid to Executive in respect as of the prior fiscal year or (y) Termination Date based upon the average Incentive Bonus paid or earned but unpaid to Executive in respect actual level of the three (3) previous fiscal years, payable achievement of all relevant performance goals measured as soon as practicable following of the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined Change in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c)Control.

Termination Without Cause or for Good Reason. If the Termination Event is termination by the Company at any time If, during the Employment Period without Period, the Employer shall Terminate Executive’s employment Without Cause or by the Executive at any time during the Employment Period shall Terminate Executive’s employment for Good Reason, Executive shall be entitled to:then in consideration of Executive’s services rendered prior to such Termination; (i) any accrued but unpaid 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 Date of terminationTermination to the extent not theretofore paid, plusand (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 one (1) times Executive’s then existing Base Salary (the “Severance Payment”); (ii) if Executive is eligible for and timely and properly elects continuation coverage under the Pro Rated Bonus payable as soon as practicable Consolidated Omnibus Budget Reconciliation Act of 1985, 29 U.S.C. §§ 1161 et seq. (“COBRA”), the Employer shall reimburse Executive monthly for the monthly COBRA premium paid by Executive for Executive and Executive’s dependents for one (1) year following the date Date of termination, plus Termination (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be “COBRA Reimbursement”). If the Base Salary as terms of the date applicable plan documents do not allow the Employer to continue to provide COBRA coverage to Executive and Executive’s dependents beyond the expiration of termination) during the Severance Period (as defined statutorily proscribed COBRA period, the Employer shall make monthly cash payments to Executive in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to monthly COBRA premium for coverage for Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 and Executive’s dependents for the cost duration of outplacement services during the such one (1) year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Optionsperiod; provided, however, that the CompanyEmployer’s obligations under Section 6(c)(vithis item (ii) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance on which Executive enrolls in a group health plan offered by another employer that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c).provides substantially similar coverage; and

Termination Without Cause or for Good Reason. If the Termination Event Executive's employment is termination terminated by the Company at any time during the Employment Period without Cause or by the Executive at any time during the Employment Period for Good Reason, Executive shall be entitled toto receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (i) any accrued the Company shall pay to Executive his or her fully earned but unpaid Base Salary base salary, when due, through the date of termination at the rate then in effect, plus all other amounts to which Executive is entitled under any compensation plan or practice of the Company at the time of termination, plus; (ii) Executive shall be entitled to receive severance pay in an amount equal to the Pro Rated Bonus payable sum of: (A) Executive's monthly base salary as soon as practicable in effect immediately prior to the date of termination for the twelve (12) month period following the date of termination, plus payable over the twelve (iii12) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing month period commencing on the date of termination in accordance with Company policies or applicable lawequal monthly installments, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (vB) an amount equal to Executive's Bonus for the greater year in which the date of (x) termination occurs prorated for the Incentive Bonus paid or earned but unpaid period during such year Executive was employed prior to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus payable over the twelve (vi12) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following month period commencing on the date of termination, plustermination in equal monthly installments; (viiiiii) for the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination and ending on the date which is twelve (12) full months following the date of employment termination (or, if earlier, the date on which the applicable continuation period under COBRA expires), (1) reimburse Executive for the costs associated with continuation coverage pursuant to COBRA for Executive and his or her eligible dependents who were covered under the Company's health plans as of the date of Executive's termination (provided that Executive shall be solely responsible for all matters relating to his or her continuation of coverage pursuant to COBRA, including, without limitation, his or her election of such payments would otherwise violate Section 409Acoverage and his or her timely payment of premiums), Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”2) pay for and provide Executive and such payments shall instead be accumulated and paid eligible dependents with life insurance benefits coverage to the extent such Executive on and/or such dependents were receiving such benefits prior to the first day date of the seventh month following his termination of employment. All payments due Executive's termination; and (iv) Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with entitled to executive-level outplacement services at the terms of this Section 6(c)Company's expense, not to exceed $15,000. Such services shall be provided by a firm selected by Executive from a list compiled by the Company.

Termination Without Cause or for Good Reason. If Executive’s employment with the Termination Event Employer and its Affiliates is termination by the Company at any time terminated during the Employment Period by the Employer without Cause (other than by notice of nonrenewal of the Employment Period) or by the Executive at any time during the Employment Period for Good Reason, the Employer shall provide Executive shall be entitled towith the following payments and benefits: (i1) contingent upon the effectiveness of a reasonable 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 termination, (A) Base Salary continuation during the period commencing on the sixtieth (60th) date following such Separation and ending sixty (60) days following the last day of the then-current Employment Period without giving effect to any automatic extension thereof (the “Severance Period”); (B) provided that such Separation occurs on or after July 1 of the applicable calendar year, the annual bonus, if any, Executive would have received for such calendar year had Executive remained employed through the date on which such bonuses are paid to eligible employees generally, which annual bonus shall be paid at the time the Employer pays such bonuses to eligible employees generally but in no event later than March 15 of the calendar year following the calendar year in which such Separation occurs and (C) payment of Executive’s premiums for continuation coverage pursuant to the Consolidated Omnibus Budget Act of 1985, as amended (“COBRA”), less the amount that an active employee would be required to pay for such coverage, for the Employer’s medical insurance plan during the Severance Period (if eligible for COBRA and COBRA is timely elected), or until Executive obtains replacement medical coverage, whichever occurs first; (2) immediate vesting of all unvested equity incentives granted to Executive under the Employer’s equity incentive plan; (3) any accrued but unpaid Base Salary through and unreimbursed expense due Executive under Section 1(b)(iv) together with any earned but unpaid annual bonus with respect to the date year prior to the year of termination, plusSeparation and accrued but unused vacation time; and (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii4) any accrued and unpaid vacation pay, unreimbursed expenses or other vested benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as under any employee benefit plan of the date of termination) during the Severance Period (as defined Employer or its Affiliates in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal which Executive was participating immediately prior to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of such termination, plus (vi) the continuation of all health such benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those be provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of the applicable employee benefit plan. In addition, if Executive’s employment is terminated by the Employer without Cause and in bad faith with the intention of thwarting Executive’s ability to earn the Contingency Consideration as a “Seller” under the Purchase Agreement (each as defined in the Purchase Agreement), Employer shall pay to Executive an amount equal to Executive’s share of the Contingency Consideration in his capacity as a Seller equal to the product of (i) Executive’s percentage ownership of Employer immediately prior to the Closing (as defined in the Purchase Agreement) multiplied by (ii) the difference of (x) 500,000.00, minus (y) the amount of Contingency Consideration earned and paid to the Sellers, if any, under the Purchase Agreement as of the date of such termination (provided that in no event shall there be any duplication of Contingency Consideration payments). Notwithstanding the foregoing, if Executive breaches any of the provisions of Section 3, Section 4 or Section 5 hereof, any and all remaining payments and benefits payable under this Section 6(c)Agreement shall be immediately forfeited.

Termination Without Cause or for Good Reason. If the Termination Event is termination Executive’s employment by the Company at any time during is terminated by the Employment Period Company without Cause (and not due to Disability or death) or by the Executive at any time during the Employment Period for Good Reason, then the Company shall pay or provide the Executive shall be entitled towith the Accrued Amounts and subject to compliance with Section 12: (i) any accrued but unpaid Base Salary through continue payment of the date of termination, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Executive’s Base Salary as in effect immediately preceding the last day of the date of termination) during Employment Term (ignoring any decrease in Base Salary that forms the Severance Period (as defined in Section 6(l)basis for Good Reason), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety twelve (9012) days months following the end of termination date (the “Severance Period to exercise any vested OptionsPeriod”) on the Company’s regular payroll dates; provided, however, that any payments otherwise scheduled to be made prior to the effective date of the General Release (namely, the date it can no longer be revoked) shall accrue and be paid in the first payroll date that follows such effective date with subsequent payments occurring on each subsequent Company payroll date; (ii) if the Executive timely elects continued coverage under COBRA for himself and his covered dependents under the Company’s obligations under Section 6(c)(vigroup health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue the Executive’s and his covered dependents’ health insurance coverage in effect for himself (and his covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date; (ii) the date when the Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date the Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on the Executive’s behalf would result in a violation of applicable law (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall terminate pay the Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Executive’s payment of COBRA premiums and without regard to the expiration of the COBRA period prior to the end of the Severance Period if, during COBRA Payment Period. Nothing in this Agreement shall deprive the Severance Period, Executive obtains health of his rights under COBRA or ERISA for benefits from a new employer that are substantially equivalent to those provided under plans and policies arising under his employment by the Company; providedand (iii) Executive shall be entitled to exercise any vested equity award(s) granted to the Executive for a period equal to the shorter of: (i) six (6) months after termination , further, if Executive is a “specified employee” as defined in Section 409A or (ii) the remaining term of the Internal Revenue Code award(s).If the Executive’s employment by the Company is terminated by the Company without Cause (and not due to Disability or death) or by the Executive for Good Reason, then the Executive will be eligible to receive additional severance benefits including, but not limited to, a pro-rata portion of 1986the Executive’s Annual Bonus, as amended (“Section 409A”)determined by the Board, and for the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to performance year in which the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c)occur.

Termination Without Cause or for Good Reason. If In the Termination Event event Executive’s employment is termination terminated by the Company at any time during the Employment Period without Cause or by the Executive at any time during the Employment Period for Good Reason, Executive shall will be entitled to: to the payments and benefits provided in Section 6(c) hereof and, in addition, the Company will, subject to Section 6(g) hereof, provide to Executive (i) any accrued but unpaid continued Base Salary through the date of termination, plus for eighteen (ii18) the Pro Rated Bonus payable as soon as practicable months following the date Date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l))Termination, payable in accordance with the Company’s customary payroll practices then practices, provided that the first actual payment shall not be made until the first payroll period following the Release Effective Date (as defined below), which first payment shall consist of all payments that otherwise would have been made to Executive pursuant to this clause between the Date of Termination and the Release Effective Date; (ii) the Pro-Rata Bonus, payable on the same date on which annual bonuses are paid to other similarly situated officers of the Company in effect at respect of such fiscal year; (iii) the Company, plus Medical Benefits; (iv) the Prior Year Bonus; and (v) an amount vesting of all outstanding unvested equity-based awards on the Date of Termination consistent with the vesting terms applicable to similarly-situated officers and directors of the Company. (A) The “Pro-Rata Bonus” will be equal to the greater annual performance bonus earned by Executive in the year of termination based on actual performance, multiplied by the number of days in the year up to and including the Date of Termination and divided by 365. (xB) The “Medical Benefits” require the Incentive Bonus paid Company to provide Executive medical insurance coverage substantially identical to the coverage (including the applicable cost of coverage) provided to Executive under Section 4(a) hereof for eighteen (18) months following the Date of Termination. If this agreement to provide benefits continuation raises any compliance issues or earned but unpaid impositions of penalties under the Patient Protection and Affordable Care Act or other applicable law, then the parties agree to modify this Agreement so that it complies with the terms of such laws without impairing the economic benefit to Executive. (C) The “Prior Year Bonus” will be an amount in cash equal to any annual performance bonus payable to Executive in respect of the prior any previously completed fiscal year or (yof the Company in accordance with Section 3(b) the average Incentive Bonus paid or earned hereof but unpaid as of the Date of Termination, payable on the same date on which annual bonuses are paid to Executive other similarly situated officers of the Company in respect of the three (3) previous such fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c)year.

Termination Without Cause or for Good Reason. If the Termination Event is termination Executive’s employment by the Company at any time during is terminated by the Employment Period Company without Cause (and not due to Disability or death) or by the Executive at any time during the Employment Period for Good Reason, then the Company shall pay or provide the Executive shall be entitled towith the Accrued Amounts and subject to compliance with Section 12: (i) any accrued but unpaid Base Salary through continue payment of the date of termination, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Executive’s Base Salary as in effect immediately preceding the last day of the date of termination) during Employment Term (ignoring any decrease in Base Salary that forms the Severance Period (as defined in Section 6(l)basis for Good Reason), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety twelve (9012) days months following the end of termination date (the “Severance Period to exercise any vested OptionsPeriod”) on the Company’s regular payroll dates; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior any payments otherwise scheduled to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the effective date of the General Release (namely, the date it can no longer be revoked) shall accrue and be paid in the first day payroll date that follows such effective date with subsequent payments occurring on each subsequent Company payroll date; (ii) continue payment of any Company paid health insurance plans currently in effect for the benefit of Executive at the time of termination until the earliest of (i) twelve (12) months following the six-month period beginning on termination date; or (ii) the date of termination of when the Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment if such payments would otherwise violate Section 409A, Department of Treasury regulations or self-employment; and (iii) All unvested equity awards shall immediately vest and other interpretive guidance issued thereunder, including without limitation any such regulations Executive shall be entitled to exercise all vested equity award(s) granted to the Executive for a period equal to the shorter of: (i) twelve (12) months after termination; or other guidance that may be issued after (ii) the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day remaining term of the seventh month following his termination of employment. All payments due Executive award(s). (iv) Any payment made under this Section 6(c11(d) after the six-month period following Executive’s termination of employment shall be paid in accordance with credited against any severance payment that Executive may otherwise be entitled to under the terms of this Section 6(c)Mexican Labor Code or any other applicable law.

Termination Without Cause or for Good Reason. If If, prior to the Termination Event is termination by natural expiration of the Term, (A) the Company at any time during terminates the Employment Period Executive’s employment without Cause or by (B) the Executive at any time during the Employment Period terminates his employment for Good Reason, then, subject to the execution and delivery by the Executive shall be entitled toof a general release of all claims in form and substance reasonably satisfactory to the Company within 21 days following the Date of Termination: (i) any accrued but unpaid Base Salary through the date of termination, plus (ii1) the Pro Rated Bonus payable as soon as practicable following Company shall pay to the date of termination, plus (iii) Executive any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (earned through the Date of Termination, which shall be paid within 45 days after the Base Salary Date of Termination (or, if such day is not a business day, the next business day after such day); and (2) as liquidated damages in respect of claims based on provisions of this Agreement, (A) the Company shall make a one-time lump sum payment to the Executive within 30 days of the date Date of termination) during the Severance Period (as defined Termination in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the greater of (x) one (1) times the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year Base Salary or (y) the average Incentive Bonus paid or earned but unpaid amount of Base Salary that otherwise would have been payable to the Executive in respect during the remainder of the three Term had his employment continued until the natural expiration of the Term, and (3B) previous fiscal yearsif the Executive continues to participate in the Company’s group medical plan by electing COBRA health continuation coverage, payable as soon as practicable following the date of termination, plus (vi) Company shall reimburse any premiums paid by the continuation of all health benefits Executive for such coverage during the Severance Period at period beginning on the same cost to Executive as though Executive continued his employment with Date of Termination and ending on the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability earlier of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end conclusion of the Severance Period to exercise any vested Options(defined below) or the expiration of the COBRA health continuation coverage period under the Company’s group health plan; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior Company obligation to reimburse such COBRA payments will immediately cease if the Executive becomes eligible for any health benefits pursuant to the end of Medicare program or a subsequent employer’s plan, or as otherwise permitted or required under COBRA regulations. The payments and reimbursements provided for in (A) and (B) above are collectively referred to as the “Severance Period if, during the Payment.” The “Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by ” is the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date Date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations Termination and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive ending on the first day later of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after first anniversary thereof or the six-month period following date on which the Term would have expired if the Executive’s termination of employment shall be paid had not terminated in accordance with the terms of this Section 6(c)advance.

Termination Without Cause or for Good Reason. If the Termination Event is termination by the The Company may terminate Executive’s employment at any time during the Employment Period without Cause upon sixty (60) days advance written notice to Executive, and Executive may terminate his employment for Good Reason. If the Company terminates Executive’s employment without Cause, other than due to Disability, or by the Executive at any time during the Employment Period terminates his employment for Good Reason, then, subject to Executive’s continuing obligations under Section 7, Executive shall thereupon be entitled to: (i1) a lump sum payment equal to the Base Compensation for the remainder of the Term of Employment (subject to applicable tax withholdings), unless such termination is within 12 months of a Change in Control, in which event such lump sum shall be equal to Base Compensation for 12 months; (2) any accrued bonus awarded but unpaid Base Salary through the date of termination, plusnot yet paid; (ii3) any deferred bonus, including interest or other credits on the Pro Rated Bonus payable as soon as practicable following the date of termination, plusdeferred amounts; (iii4) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits a Pro Rata Bonus for the fiscal year in which may be applicable to and owing in accordance with Company policies or applicable law, plustermination of employment occurs; (iv5) the Base Salary reimbursement for expenses incurred, but not paid prior to such termination of employment; (which shall be the Base Salary as 6) continuation of the date health and welfare benefits of termination) during Executive, including, without limitation, any group health insurance and long-term disability insurance generally provided to senior executives of the Severance Period (as defined in Section 6(l))Company other than life insurance or accidental death and dismemberment insurance, payable in accordance with at the payroll practices then level in effect at the Company, plus (v) an amount equal to the greater time of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect his termination of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following through the end of the Severance Period to exercise twelfth (12th) month following such termination of employment or the economic equivalent thereof; and (7) any equity compensation that is vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end as of the Severance Period if, effective date of termination of employment or would otherwise vest during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A remainder of the Internal Revenue Code Term of 1986, as amended Employment (“Section 409A”), and or within 12 months of the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the effective date of termination of employment if such payments would otherwise violate Section 409Atermination is within 12 months of a Change in Control), Department which shall be deemed to have vested immediately prior to the effective date of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All Any payments due to which Executive shall be entitled under this Section 6(c) after Subsection 5.b, including any economic equivalent of any benefit, shall be made as promptly as possible following the six-month period following termination of Executive’s employment hereunder and in no event later than thirty (30) days following such termination of employment shall be paid in accordance with the terms of this Section 6(c)employment.

Termination Without Cause or for Good Reason. If the Termination Event is termination Executive’s employment by the Company at any time during is terminated (x) by the Employment Period without Company other than for Cause pursuant to Section 7(c) hereof, or (y) by the Executive at any time during the Employment Period for Good Reason, the Company shall pay or provide the Executive shall be entitled towith the following, subject to the provisions of Section 25 hereof: (i) any accrued but unpaid Base Salary through the date of termination, plusAccrued Benefits; (ii) subject to the Pro Rated 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 payable as soon as practicable 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 date termination of termination, plusemployment 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) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable subject to and owing in accordance with Company policies or applicable law, plus (ivA) the Base Salary (which shall be Executive’s timely election of continuation coverage under the Base Salary as Consolidated Omnibus Budget Reconciliation Act of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 19861985, as amended (“Section 409ACOBRA”), (B) the Executive’s continued copayment of premiums at the same level and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior cost to the first day following Executive as if the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day were an employee of the seventh month 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 his termination 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 employment. All payments due 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 that offers group health benefits, such continuation of coverage by the Company under this Section 6(c8(d)(iii) after the six-month period following Executive’s termination of employment shall immediately cease. Payments and benefits provided in this Section 8(d) shall be paid in accordance with lieu of any termination or severance payments or benefits for which the terms Executive may be eligible under any of this Section 6(c)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 the Termination Event Executive’s employment by Cue is termination terminated by the Company at any time during the Employment Period without Cue other than for Cause or Disability or by the Executive at any time during the Employment Period for Good Reason, Cue shall pay or provide Executive shall be entitled tothe following: (i) any accrued but unpaid Base Salary through the date of termination, plusAccrued Benefits; (ii) the Pro Rated Bonus payable as soon as practicable following the date of terminationsubject to Executive’s compliance with Section 10 below and Executive’s continued compliance with Section 11 below, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing a lump sum cash severance payment in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the greater sum of (xA) the Incentive target Annual Bonus paid or earned but unpaid to for the year of termination, prorated based on the number of days that Executive is employed in respect of the prior fiscal such year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following through the date of terminationtermination (provided, plusnotwithstanding the foregoing if termination occurs on or prior to March 31, 2020 the amount so paid shall equal the full target Annual Bonus for 2019 which shall be in lieu of any Annual Bonus payment for 2019), plus (B) 12 months of Base Salary, with such lump sum payable on the first payroll date of Cue that occurs more than 60 days after Executive’s termination (collectively, the “Severance Amount”); (viiii) subject to Executive’s compliance with Section 10 below and Executive’s continued compliance with Section 11 below, if Executive elects COBRA coverage for health and/or dental insurance in a timely manner, the Company shall pay the monthly premium payments for such timely elected coverage (consistent with what was in place at termination) when each premium is due until the earliest of the following: (i) 18 months from termination; (ii) the date Executive obtains new employment that offers health and/or dental insurance that is reasonably comparable to that offered by the Company; or (iii) the date COBRA continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment coverage would otherwise terminate in accordance with the Company, plusprovisions of COBRA; and (viiiv) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of The time vesting and exercisability of the Incentive one hundred percent (100%) of Executive’s stock options, stock appreciation rights, restricted stock units and restricted shares in each case that are issued and outstanding under a Company equity compensation plan (“Equity that would have vested during the Severance Period, plus (ixAwards”) shall accelerate by a period of ninety 12 months; and Executive shall be entitled to exercise such Equity Awards (90if exercisable) days in accordance with this paragraph. For purposes of Equity Awards with performance-based vesting conditions (“Performance Awards”), Executive shall be treated under this paragraph as having remained in service for an additional 12 months following actual termination/resignation, provided that Performance Awards shall not become vested or earned solely as a result of this paragraph, and such vesting and earning shall remain subject to the end attainment of all applicable performance goals, and such Performance Awards, if and to the extent they become vested or earned, shall be payable at the same time as under the applicable award agreement. For purposes of determining the accelerated vesting of Equity Awards and the additional service credit for Performance Awards, Executive’s Equity Awards and Performance Awards, as applicable, shall be presumed to vest ratably on a monthly basis over the number of calendar months of the time-based vesting or service-based vesting period established on the Grant Date of the Equity Award or Performance Award. Notwithstanding any provision of this Agreement or any applicable Equity Award agreement to the contrary, in the event of Executive’s termination/resignation initiated by the Company without Cause or by Executive for Good Reason, Executive’s vested and exercisable Equity Awards shall remain exercisable (if exercisable) until the date on which those Equity Awards expire, determined without regard to such termination/resignation. Payments and benefits provided under this Section 9(c) shall be in lieu of any termination or severance payments or benefits to which Executive may be eligible under any of the plans, policies or programs of Cue or under the Worker Adjustment Retraining Notification Act of 1988, as amended, or any similar state statute or regulation. Should Executive die prior to the payment of the Severance Period to exercise any vested Options; providedAmount, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment Amount shall be paid to the heirs or estate of Executive in accordance with the terms of this Section 6(c)schedule set forth herein.

Termination Without Cause or for Good Reason. If the Termination Event is termination Executive’s employment by the Company at any time during is terminated by the Employment Period without Company other than for Cause (and not due to Disability or death) or by the Executive at any time during the Employment Period for Good Reason, other than in circumstances described in Section 8(e), then the Company shall pay or provide the Executive shall be entitled towith the Accrued Amounts and subject to compliance with Section 11: (1) continued payment of the Executive’s Base Salary as in effect immediately preceding the last day of the Employment Term for a period of twelve (12) months following the termination date (the “Salary Severance Period”) in accordance with the Company’s ordinary payroll practices (for purposes of calculating the Executive’s severance benefits, the Executive’s Base Salary shall be calculated based on the rate in effect prior to any material reduction in Base Salary that would give the Executive the right to resign for Good Reason (as provided in Section 7(e)(1))); (2) if the Executive timely elects continued coverage under COBRA for himself and his covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue the Executive’s and his covered dependents’ health insurance coverage in effect on the termination date until the earliest of (i) any accrued but unpaid Base Salary through twelve (12) months following the termination date of termination, plus (the “COBRA Severance Period”); (ii) the Pro Rated Bonus payable as soon as practicable following date when the date of termination, plus Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date the Executive ceases to be eligible for COBRA continuation coverage for any accrued reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on the Executive’s behalf would result in a violation of applicable law (including but not limited to the 2010 Patient Protection and unpaid vacation payAffordable Care Act, unreimbursed expenses as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section 8(d)(2), the Company shall pay the Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Executive’s payment of COBRA premiums. Nothing in this Agreement shall deprive the Executive of his rights under COBRA or other ERISA for benefits which may be applicable to under plans and owing in accordance with Company policies or applicable law, plusarising under his employment by the Company. (iv3) in the event that the Executive’s employment is terminated after December 31 of any performance year, but prior to the Annual Bonus payment date for such performance year, the Executive shall receive: (i) the Base Salary (amount of the Annual Bonus as determined by the Board in good faith for the performance year immediately prior to the year in which shall be the Base Salary Executive’s termination occurs if the Company has not determined the amount of the Executive’s Annual Bonus as of the date of the Executive’s termination; or (ii) during the Severance Period (amount of the Annual Bonus as defined already determined by the Board in Section 6(l))good faith for the performance year immediately prior to the year in which the Executive’s termination occurs if the Company has already determined the amount of the Executive’s Annual Bonus as of the date of the Executive’s termination, payable in accordance with the payroll practices then in effect either case as a lump sum at the same time annual bonuses are paid to the Company’s executives generally, plusbut no later than March 15 of the calendar year immediately following the calendar year in which the Annual Bonus is being measured; (v4) an amount in the event that the Executive’s employment is terminated: (i) on or before the date Annual Bonus performance goals are established for the performance year in which the Executive’s termination occurs, the Executive shall receive a pro-rata portion of the Executive’s Target Bonus for the performance year in which the Executive’s termination occurs, with such pro-rata portion calculated based upon the number of days that the Executive was employed during such performance year divided by the total number of days in such performance year; or (ii) after the date Annual Bonus performance goals are established for the performance year in which the Executive’s termination occurs, the Executive shall receive a pro-rata portion of the Executive’s Target Bonus for the performance year in which the Executive’s termination occurs, with such pro-rata portion calculated based upon the Executive’s achievement of performance goals as determined by the Board in good faith, payable in either case as a lump sum payment on the Company’s first ordinary payroll date occurring on or after the General Release effective date (namely, the date it can no longer be revoked) or as soon thereafter as is reasonable practicable thereafter; and (5) twenty-five percent (25%) of the shares subject to the Option shall vest. In addition, the time period that the Executive may have to exercise the Option shall be extended for a period equal to the greater shorter of (xi) twelve (12) months, or (ii) the Incentive Bonus paid or earned but unpaid to Executive in respect remaining term of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c)award.

Termination Without Cause or for Good Reason. If the Termination Event Executive's employment is termination terminated during the Term (i) by the Company at any time during the Employment Period without Cause (other than as a result of the Executive's death or Disability), or (ii) by the Executive at any time during the Employment Period for Good Reason, Executive shall be entitled to: (i) any accrued but unpaid Base Salary through the date of terminationin each case, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) than during the Severance COC Protection Period (as defined in Section 6(l)below), payable the Company shall (A) pay to the Executive any portion of Executive's accrued but unpaid base salary earned through the Termination Date; (B) pay to the Executive any annual bonus that was earned by the Executive for the fiscal year immediately preceding the fiscal year in which the Termination Date occurs, to the extent not already paid; (C) reimburse the Executive for any and all amounts advanced in connection with Executive's employment with the Company for reasonable and necessary expenses incurred by Executive through the Termination Date in accordance with the payroll practices then Company's policies and procedures on reimbursement of expenses; (D) pay to the Executive any earned vacation pay not theretofore used or paid in effect at accordance with the Company's policy for payment of earned and unused vacation time; and (E) provide to the Executive all other accrued but unpaid payments and benefits to which Executive may be entitled under the terms of any applicable compensation arrangement or benefit plan or program of the Company (excluding any severance plan or policy of the Company) (collectively, plusthe "Accrued Compensation"). In addition, provided that the Executive executes a release of claims in a form acceptable to the Company (a "Release"), returns such Release to the Company by no later than 45 days following the Termination Date (the "Release Deadline") and does not revoke such Release prior to the expiration of the applicable revocation period (the date on which such Release becomes effective, the "Release Effective Date"), then subject to the further provisions of Sections 3, 4, and 6 below, the Company shall have the following obligations with respect to the Executive (or the Executive's estate, if applicable), subject to applicable taxes and withholdings: (v1) an amount equal The Company will continue to pay the greater of Executive's Base Salary (xas defined below) during the Incentive Bonus period beginning on the Executive's Termination Date and continuing for eighteen months thereafter ("Salary Continuation"). This Salary Continuation payment shall be paid or earned but unpaid in bi-weekly installments, consistent with the Company's payroll practices. Subject to Executive in respect of Sections 4(c) and 4(d) hereof, the prior fiscal year or (y) first such payment shall be made on the average Incentive Bonus paid or earned but unpaid first payroll date following the Release Effective Date, such payment to Executive in respect of include all payments that would have otherwise been payable between the three (3) previous fiscal years, payable as soon as practicable following Termination Date and the date of termination, plussuch payment. (vi2) The Company will pay to the continuation Executive, with respect to the short-term cash bonus plan in which the Executive was eligible to participate in the year of all health benefits the Executive's Termination Date, on the six (6) month anniversary of the Executive's Termination Date, a pro-rated amount of the Executive's bonus under such plan based on actual performance during the Severance Period at the same cost to Executive as though Executive continued his employment applicable performance period, determined in accordance with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability terms of the Incentive Equity that would have vested during plan and subject to the Severance Periodapproval of the Compensation and Organization Committee of the Board of Directors, plus (ix) a period through the earlier to occur of ninety (90) days following the end of the Severance Period applicable performance period and the six (6) month anniversary of the Executive's Termination Date. The pro-rated amount will be calculated using a fraction where the numerator is the number of days from the beginning of the applicable bonus period through the Termination Date and the denominator is the total number of days in the applicable bonus period. (3) Subject to exercise any vested Optionsthe Executive's timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), during the period in which Salary Continuation is in effect, the Company shall reimburse the Executive for 100% of the monthly premium costs of COBRA coverage, less applicable withholding taxes on such reimbursement; provided, however, that the Company’s obligations under Section 6(c)(vi's obligation to provide such benefits shall cease upon the earlier of (i) shall terminate prior to the end Executive's becoming eligible for such benefits as the result of employment with another employer and (ii) the expiration of the Severance Period if, during the Severance Period, Executive obtains health Executive's right to continue such medical and dental benefits from a new employer that are substantially equivalent to those provided by the Companyunder applicable law (such as COBRA); provided, further, that notwithstanding the foregoing, the Company shall not be obligated to provide the continuation coverage contemplated by this Section 2(a)(3) if Executive is a “specified employee” as defined it would result in Section 409A the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Internal Revenue Code Patient Protection and Affordable Care Act of 19862010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (“Section 409A”to the extent applicable). (4) The Executive will be eligible to receive the additional cash amounts in lieu of the Executive's then-outstanding and unvested equity replacement grants and inducement equity grants, as described under the heading "Termination Without Cause or for Good Reason" in the Letter Agreement. Subject to Sections 4(c) and 4(d) hereof, the payments described above do not satisfy any applicable exemptions, then first such payments payment shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day payroll date following the Release Effective Date. For the avoidance of doubt, except as provided in Section 2(a)(4), the seventh month following his termination payments and obligations set forth in this Section 2(a) shall be in lieu of employment. All any payments due to the Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with Letter Agreement or the terms of this Section 6(c)Prior Agreement.

Termination Without Cause or for Good Reason. If the Termination Event is termination by Company terminates the Company at any time during the Employment Period Executive's employment without Cause or by the Executive at any time during the Employment Period terminates his employment for Good Reason, the Executive shall be entitled toto the following: (i) any accrued but unpaid Base Salary through the date of termination, plusAccrued Benefits; (ii) With respect to the Pro Rated Bonus Executive's annual incentive compensation opportunity during the year in which the Date of Termination occurs, payment of a prorated amount, based on actual performance for the year. The amount payable as soon as practicable pursuant to this clause shall be paid, subject to Section 5(e), between January 1 and March 15 of the year following the date year in which the Date of termination, plusTermination occurs; (iii) If the Executive is eligible to receive any accrued "performance-based" long term incentive compensation awards as of the date on which Notice of Termination is given, payment of the applicable incentive compensation awards actually earned for each performance cycle during which the Date of Termination occurs but prorated through the Date of Termination. The amount required to be paid pursuant to this clause (iii) shall be paid, subject to Section 5(e), between January 1 and unpaid vacation pay, unreimbursed expenses or other benefits which may be March 15 of the year following the end of each applicable to and owing in accordance with Company policies or applicable law, plusperformance cycle; (iv) If the Base Salary (which Executive has received any equity compensation, that remains subject to time vesting requirements on the Date of Termination, the portion of the award that would have otherwise vested within one year after the Date of Termination shall be the Base Salary vest immediately as of the date Date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plusTermination; (v) an amount Payment equal to the greater of (xA) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (yB), where (A) is the average Incentive Bonus paid or earned but unpaid to Executive sum of one times the Executive's annual base salary at the rate in respect of the three (3) previous fiscal years, payable as soon as practicable following effect on the date on which Notice of terminationTermination is given (but without regard to any reduction in base salary that constituted, plus or would have constituted, Good Reason) plus the Executive's target annual incentive compensation opportunity at the time the Notice of Termination is given (vibut without regard to any reduction in incentive compensation opportunities that constituted, or would have constituted, Good Reason) and (B) is the continuation amount of all health benefits during severance to which the Executive would be entitled to under the Company's Severance Policy then in effect if the Executive were not a party to this Agreement. The amount required to be paid pursuant to this clause (v) shall be paid, subject to Section 5(e), in regular installments over a 12 month period or the severance period as set forth in the Severance Period at the same cost to Executive as though Executive continued his employment Policy, if applicable, consistent with the Company's payroll practices, plus (vii) commencing on the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year first payroll date following the date Date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested OptionsTermination; provided, however, that in the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer event that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate payment delay described in Section 409A5(e) is applicable, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such then no payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after made through the six-month period following Executive’s termination the Date of employment Termination, and a catch-up payment, representing the payments that would have been made during such six month period shall be made at the beginning of the seventh month following the Date of Termination, and the remaining installments shall commence with the first payroll date in such seventh month. If the Executive dies prior to the end of such severance period, the remaining unpaid installments shall be paid to the Executive's estate in accordance with a lump sum not more than 30 days following the terms date of death. Each installment payable pursuant to this clause (v) shall be considered a separate “payment” for purposes of Code Section 6(c)409A. (vi) Executive level outplacement services paid for by the Company to the provider of such services approved by the Company; provided that such services are received by Executive prior to the last day of the second taxable year of the Executive following the taxable year of the Executive in which the “separation from service” occurred; and (vii) Continuation of the Executive's medical, prescription drug, dental and life insurance benefits (collectively, "Insurance Benefits") for a period of 12 months following the Date of Termination or until such earlier time as the Executive receives medical or life insurance coverage through a future employer. Executive shall continue to pay the employee portion of costs for the continued Insurance Benefits on a monthly basis.

Termination Without Cause or for Good Reason. If the Termination Event is Upon termination of your employment by the Company at any time during the Employment Period Milan without Cause or by you for Good Reason (in each case, as defined below), you shall be entitled to receive the Executive at following severance benefits: i. a lump cash severance payment payable within 30 days following your termination of employment equal to 2x (or, if the termination occurs within 24 months following a Change in Control (as defined below), 3x) the sum of (A) your annual base salary and (B) your target annual bonus (in each case, as in effect immediately prior to your termination of employment and disregarding any time during reduction thereto that provides the Employment Period basis for your resignation for Good Reason); ii. prorated annual bonus for the fiscal year in which the termination of employment occurs payable within 30 days following your termination of employment and equal to the product of (A) your target annual bonus (as in effect immediately prior to your termination of employment and disregarding any reduction thereto that serves as the basis for your resignation for Good Reason) and (B) a fraction, Executive shall be entitled to: (i) any accrued but unpaid Base Salary the numerator of which is the number of days from January 1 of the fiscal year in which your termination of employment occurs through the date of terminationyour termination of employment and the denominator of which is the total number of days in such fiscal year (the “Prorated Bonus”); iii. continuation of medical, plusdental and vision benefits for you and your eligible dependents for 24 months (or, if the termination of employment occurs within 24 months following a Change in Control, 36 months) following your termination of employment at the Employer’s sole expense; (ii) the Pro Rated Bonus payable as soon as practicable following the date iv. full vesting of terminationall of your outstanding Milan equity awards, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then level of achievement of any applicable performance goals determined, except as otherwise provided in effect at the Companyapplicable award agreement, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following based on actual performance through the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, furtherapplicable performance period (or, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would occurs within 24 months following a Change in Control, based on the greater of target and actual performance through your employment termination date); and v. except as may otherwise violate Section 409Abe set forth in an award agreement, Department full term to exercise all of Treasury regulations and other interpretive guidance issued thereunderyour outstanding Milan stock options, including without limitation any such regulations or other guidance options that may be issued after the Effective Date become vested pursuant to clause (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(civ).

Termination Without Cause or for Good Reason. If the Termination Event is termination Employee’s employment and the Employment Term are terminated by the Company at any time during other than for Cause (and other than due to the Employment Period without Cause Employee’s death or Disability) or by the Executive at any time during the Employment Period Employee for Good Reason, Executive the Company shall be entitled topay or provide the Employee with the following: (i) any accrued but unpaid Base Salary through the date of termination, plusAccrued Benefits; (ii) subject to the Pro Rated Bonus payable as soon as practicable following Employee’s continued compliance with the date obligations in Sections 9 and 10 hereof, an amount equal to two times the sum of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (ivA) the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at on the Companytermination date, plus and (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (yB) the average Incentive Annual Bonus paid or earned but unpaid to Executive in respect of by the three (3) previous Employee for the two Company fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits years ending during the Severance Employment Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by and immediately preceding the Company fiscal year in which such termination occurs (regardless of whether such amount was paid out on a current basis or deferred). Such amount shall be paid monthly in equal installments for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options12 months; provided, however, provided that the Company’s obligations under commencement of such installments is subject to restrictions in Section 6(c)(vi24(b)(iii) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive Employee is a “specified employee” as defined described therein; (iii) subject to (A) the Employee’s timely election of continuation coverage under COBRA and (B) the Employee’s continued compliance with the obligations in Section 409A Sections 9 and 10 hereof, Employee may participate in COBRA continuation coverage at the premium rate that is paid by active employees for coverage of the Internal Revenue Code Employee (or his eligible dependents) under the Company’s major medical group health plan, for a period of 198618 months (or up to 24 months if eligibility is extended under COBRA), or such period of time that the Employee and his eligible dependents are eligible for COBRA continuation coverage; provided, that if the Company determines that the provision of this benefit would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act) or penalties or adverse tax consequences to the Employee or the Company, then in lieu of providing such benefit, the Company shall pay the Employee on the last day of each remaining month in which the benefit would have been provided a fully taxable cash payment equal to the portion of the COBRA premium the Company otherwise would have paid for such month. Upon the Employee and his dependents becoming ineligible for COBRA continuation coverage, Employee shall be reimbursed for the premiums paid by Employee for medical insurance for himself and his dependents for a period of time extending to 24 months following termination of employment; provided, however, that Company’s obligation to make additional payments under this paragraph will cease during any period that Employee is employed by a third party that provides comparable coverage to Employee; and (“iv) all of the Employee’s equity-based awards that are outstanding on the termination date shall immediately become fully vested and, as applicable, exercisable, without any action by the Board. Payments and benefits provided in this Section 409A”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. For purposes of Section 8(d)(ii)(B), and in the payments described above do not satisfy any applicable exemptions, then such payments shall not be made event that the Employee’s termination occurs prior to the first day following end of the sixcompletion of two Company fiscal years during the Employment Term, then the amount in Section 8(d)(ii)(B) shall be determined by using the Employee’s Target Bonus for any such fiscal year not yet completed, together with the Annual Bonus actually earned by the Employee for the fiscal year completed during the Employment Term (if any), annualized for any such partial fiscal year. For purposes of Sections 8(a), 8(b) and 8(d)(iv), performance-month period beginning based equity awards will vest (x) at target levels or (y) if the Board or a committee thereof determines in its sole discretion that actual performance is measurable through the date of termination, at the greater of target levels or at the levels achieved based on actual performance through the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations (as determined by the Board or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(ca committee thereof)).

Termination Without Cause or for Good Reason. If In the Termination Event event Executive’s employment is termination terminated by the Company at any time during the Employment Period without Without Cause or by the Executive at any time during the Employment Period for Good Reason, the Company shall pay or provide the Executive shall be entitled to:with the following, (subject to the provisions of Paragraph 26): i. the Accrued Benefits; ii. the SERP Benefit; iii. one (i1) any accrued but unpaid times the sum of (A) Executive’s Base Salary through the date for a period of termination, plus twelve (ii12) months plus (B) the Pro Rated Executive’s Target Bonus payable for the year in which the Executive’s employment is terminated. Except as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period required by Code Section 409A (as defined in Section 6(l)below), payable in accordance with the payroll practices then in effect at the Company, plus (v) an this total amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms Company’s standard payroll practices (e.g. bi-weekly) over the twelve (12) month period following Executive’s termination, except no payment shall be made until after the Release (as defined below) becomes effective and the first payment thereafter shall include any missed payment. Notwithstanding the foregoing, if any execution and revocation period overlap two calendar years, the first payment will be paid in the second (2nd) calendar year and shall include any missed payment; iv. If Executive elects continuation coverage under the Company’s medical plan pursuant to Part 6 of Subtitle B of title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”), the Company shall reimburse Executive, on a monthly basis, for a portion of Executive’s COBRA payments (provided such reimbursement does not result in any taxes or penalties for the Company) in an amount equal to the difference between (A) the amount the Company paid as a monthly premium for Executive’s participation in such plan immediately prior to Executive’s termination Without Cause or termination for Good Reason and (B) the amount Executive was required to pay as a monthly premium for participation in such plan immediately prior to such termination, until the earlier of (x) the end of the twelve (12) month period beginning on the effective date of termination of the Executive’s employment hereunder, or (y) such time as the Executive is eligible to be covered by comparable benefits of a subsequent employer. The Executive agrees to notify the Company promptly if and when Executive begins employment with another employer and if and when Executive becomes eligible to participate in any health or welfare plans of another employer; and v. a lump sum payment in cash equal to the portion of the Target Bonus which would have been payable to the Executive for the fiscal year in which the termination occurred, based on the actual performance level during such fiscal year, but with such amount further prorated based on the number of days that elapsed between the start of such fiscal and the date of such termination of Executive’s employment. This pro-rated bonus (if any) will be paid at such time as the bonus would have been paid had Executive remained employed with the Company through the end of the applicable bonus period. Payments and benefits provided pursuant to this Section 6(cParagraph 10(d) shall be paid in lieu of, and not in addition to, any other contractual, notice or statutory pay or other accrued compensation obligation (excluding accrued wages and deferred compensation).

Termination Without Cause or for Good Reason. If In the Termination Event is event that Executive incurs a “separation from service” (within the meaning of Section 409A (as defined below) (a “Separation from Service”) due to a termination of employment (i) by the Company at any time during the Employment Period without Cause (as defined below), or (ii) by the Executive at any time during the Employment Period for Good ReasonReason (as defined below), then, in addition to the Accrued Obligations, subject to Executive’s timely execution and non-revocation of a release substantially in the form attached as Exhibit A (the “Release”) , Executive shall be entitled to:to the benefits set forth below in this Section 4(a). Each payment under this Section 4(a) shall be treated as a separate payment for purposes of Section 409A. (i) any accrued but unpaid The Company shall pay Executive an amount equal to twelve (12) months of Executive’s Base Salary through (as in effect on the date of Executive’s termination), plus (ii) payable in substantially equal installments in accordance with the Pro Rated Bonus payable as soon as practicable following Company’s normal payroll procedures during the period commencing on the date of termination, plus termination and ending on the twelve (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as 12)-month anniversary of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations no payments under this Section 6(c)(vi4(a)(i) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first payroll date occurring on or after the thirtieth (30th) day following the six-month period beginning on the date of termination of employment if (such payments would otherwise violate Section 409Apayroll date, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A GuidanceFirst Payroll Date”) and such payments (with amounts otherwise payable prior to the First Payroll Date paid on the First Payroll Date without interest thereon). (ii) The Company shall instead be accumulated and pay Executive an amount equal to Executive’s Target Bonus for the year in which the date of termination occurs, payable in a single lump-sum payment on the date on which annual bonuses are paid to Executive on the first Company’s senior executives generally for such fiscal year, but in no event prior to the First Payroll Date or later than the fifteenth (15th) day of the seventh third (3rd) month following his the end of the fiscal year in which the date of termination occurs. (iii) Executive shall be entitled to receive benefits mandated under Section 4980B of employment. All payments due the Code, as amended (“COBRA”) or any replacement or successor provision of United States tax law, subject to Executive’s valid election to receive COBRA benefits, at the same levels as in effect for Executive under this Section 6(c) after the six-month period following and Executive’s dependents immediately prior to Executive’s termination of employment employment, with the premium paid at the Company’s expense until the first to occur of (A) twelve (12) months from the date of termination, (B) the expiration of the period of time during which Executive is entitled to continuation coverage under the Company’s group health plan under COBRA, or (C) such date that Executive becomes eligible for coverage under the group health plan of another employer (in any case, the “Continuation Period”), provided, that if (I) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the Continuation Period to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), (II) the Company cannot provide the benefit without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), or (III) the Company is otherwise unable to continue to cover Executive or Executive’s dependents under its group health plans, then, in any such case, an amount equal to each remaining premium payment shall thereafter be paid to Executive as currently taxable compensation in substantially equal monthly installments over the Continuation Period (or the remaining portion thereof) . After the Continuation Period, any COBRA continuation (to the extent permitted under applicable law) shall be paid in accordance with the terms of this Section 6(c)at Executive’s sole expense.

Termination Without Cause or for Good Reason. If the Termination Event is termination Executive’s employment and the Employment Term are terminated by the Company at any time during the Employment Period without Cause (except by reason of the Executive’s Death or Disability) or by the Executive at any time during the Employment Period for Good Reason, Executive the Company shall be entitled to: (i) any accrued but unpaid Base pay the Executive the Salary through the date of termination, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued earned and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination and provide the Executive the Accrued Benefits, (ii) pay the Executive at the times specified below an aggregate amount equal to two times the sum of (A) his Salary at the date of termination and (B) his target bonus amount in effect for the year of termination, (iii) during the Severance Period (as defined in Section 6(l)below), payable continue to provide the Executive coverage under those Company-sponsored welfare benefit plans (other than severance plans) in which he participated immediately prior to such termination, but only to the extent such continued coverage can be provided pursuant to the terms and conditions of any such plan and without adverse tax consequences to the Executive, the Company or any other participant in such plans and subject to the Executive’s continued payment of any premiums or other amounts for such benefits that he was paying for participation in any such plan immediately prior to such termination, (iv) provide that any outstanding option to purchase Company Stock held by the Executive as of the date of termination and granted to him on or after the Commencement Date (including, but not limited to, the Commencement Option) shall continue to vest in accordance with its regular vesting schedule through the payroll practices then in effect at the Company, plus (v) an amount equal to the greater expiration of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company and shall remain exercisable for up to $10,000 for the cost of outplacement services during the one year following the expiration of the Severance Period (or, if less, for the remaining term of such option), after which all such outstanding options shall expire and (v) provide that any restricted stock unit or performance share or performance unit award (including, but not limited to, the Commencement Units) outstanding at the date of Executive’s termination and granted on or after the Commencement Date shall vest as of the date of such termination, plus (viii) to the acceleration of vesting and exercisability of the Incentive Equity that extent such awards would have become vested during in accordance with their regular vesting schedule had the Executive’s employment continued through the expiration of the Severance Period, plus (ix) a period and, in the case of ninety (90) days following the end of the Severance Period to exercise any vested Options; providedperformance shares or performance units, however, assuming that the Company’s obligations under applicable performance goal had been achieved at target. For purposes of this Section 6(c)(vi) shall terminate prior to 6.2, the end of the Severance Period if, during the “Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by ” shall mean the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning commencing on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive ending on the first day before the second anniversary of the seventh month following his such termination of employmentdate. All Except as otherwise expressly provided in Section 6.5, all payments due Executive to be made on benefits provided under this Section 6(c) after 6.2 shall be made and benefits provided when such payments or other benefits would have been made or provided if the six-month period following Executive’s termination of employment had not terminated (e.g., so that the Executive shall be paid the amounts payable in accordance with respect of Salary and annual bonus on the terms of this Section 6(csame basis as though the Executive remained employed by the Company).

Termination Without Cause or for Good Reason. If the Termination Event is termination your employment by the Company at any time during is terminated by the Employment Period Company without Cause or by the Executive at any time during the Employment Period you for Good Reason, Executive shall be entitled to: the Company will pay or provide you with (ix) any accrued Accrued Benefits; and (y) subject to your compliance with the obligations in paragraphs 8 and 9 hereof: (1) continued payment of your base salary (but unpaid Base Salary through not as an employee) in accordance with the usual payroll practices of the Company for the greater of (A) a period equal to the period between the date of terminationtermination and the end of the Employment Term or (B) a period equal to three months following such termination (the “Severance Period”); (2) at the time bonuses are typically paid to employees, plus a pro-rata portion of the Bonus for the fiscal year in which your termination occurs based on actual results for the plan year (iidetermined by multiplying the amount of the Bonus which would be due for the full fiscal year by a fraction, the numerator of which is the number of days during the fiscal year of termination that you are employed by the Company and the denominator of which is 365); (3) subject to (A) your timely election of continuation coverage under the Pro Rated Bonus payable Consolidated Budget Omnibus Reconciliation Act of 1985, as soon amended (“COBRA”) and (B) your continued copayment of premiums at the same level and cost to you as practicable following if you were an employee of the date Company (excluding, for purposes of terminationcalculating cost, plus (iii) any accrued an employee’s ability to pay premiums with pre-tax dollars), to the extent permitted under applicable law and unpaid vacation paythe terms of such plan, unreimbursed expenses or other benefits continued participation during the Severance Period in the Company’s group health plan which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary covers you as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect termination at the Company’s expense (other than the aforementioned premiums), plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company provided that you are eligible and remain eligible for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested OptionsCOBRA coverage; provided, however, that in the event that you obtain other employment that offers substantially similar or improved group health benefits, such continuation of coverage by the Company under this sub-paragraph shall immediately cease; and (4) immediate vesting and exercisability of 50% of all outstanding stock options to purchase shares of the Company’s obligations under Section 6(c)(vicommon stock. Payments or benefits provided in this paragraph 7(b) shall terminate prior to the end be in lieu of any termination or severance payments or benefits for which you may be eligible under any of the Severance Period ifplans, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by policies or programs of the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c).Mx. Xxx XxXxxxx

Termination Without Cause or for Good Reason. If the Termination Event is termination Executive’s employment by the Company at any time during is terminated by the Employment Period without Company other than for Cause (and not due to Disability or death) or by the Executive at any time during the Employment Period for Good Reason, other than in circumstances described in Section 8(e), then the Company shall pay or provide the Executive shall be entitled towith the Accrued Amounts and subject to compliance with Section 10: (1) the Executive’s Base Salary as in effect immediately preceding the last day of the Employment Term for a period of twelve (12) months following the termination date (the “Salary Severance Period”) payable in a lump sum in cash promptly following the termination date (for purposes of calculating the Executive’s severance benefits, the Executive’s Base Salary shall be calculated based on the rate in effect prior to any material reduction in Base Salary that would give the Executive the right to resign for Good Reason (as provided in Section 7(e)(1))); (2) if the Executive timely elects continued coverage under COBRA for himself and his covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue the Executive’s and his covered dependents’ health insurance coverage in effect on the termination date until the earliest of (i) any accrued but unpaid Base Salary through twelve (12) months following the termination date of termination, plus (the “COBRA Severance Period”); (ii) the Pro Rated Bonus payable as soon as practicable following date when the date of termination, plus Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date the Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of termination) during the Severance Period (as defined in Section 6(l)i)-(iii), payable the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on the Executive’s behalf would result in accordance with the payroll practices then in effect at the Company, plus a violation of applicable law (v) an amount equal including but not limited to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting 2010 Patient Protection and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986Affordable Care Act, as amended (“Section 409A”), by the 2010 Health Care and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c).Education Reconciliation

Termination Without Cause or for Good Reason. If (1) Subject to the Termination Event limitations in Subsection 7(c)(3) below, if Executive’s employment is termination terminated by the Company at any time during the Employment Period without Cause or by the Executive at any time during the Employment Period for with Good Reason, the Company will pay Executive shall be entitled (or in the event of Executive’s subsequent death, Executive’s beneficiaries or estate) a severance benefit (the “Severance Benefit”) in an aggregate amount equal to: (iA) any accrued but unpaid Base Salary through the date Twelve (12) months of termination, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Executive’s monthly Base Salary (which shall be based on the Executive’s Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)Termination Date), payable in accordance with to be paid for a period of twelve (12) months beginning on the commencement date, as determined under Subsection 7(c)(3)(B) below, subject to all applicable payroll practices then in effect at the Company, plustax withholding and other deductions required by law; (vB) an amount equal to Any unpaid Incentive Compensation based on the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) that ended immediately before the average Incentive Bonus Termination Date, to be paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at on the same cost to date and in the same manner Executive as though would be paid if Executive continued his employment remained employed with the Company, plussubject to all applicable payroll tax withholding and other deductions required by law; and (viiC) If Executive timely and properly elects health continuation coverage under the reimbursement Consolidated Omnibus Budget Reconciliation Act of 1985 or any applicable state health insurance continuation law (“COBRA”), the Company shall directly pay or reimburse 718735.0003/9045901.6 7 ​ Executive for the monthly COBRA premium paid by Executive for Executive and Executive’s dependents (at the same percentage as paid by the Company for up as of the Termination Date). Executive shall be eligible to $10,000 for receive such reimbursement until the cost earliest of: (i) the twelve (12)-month anniversary of outplacement services during the one year following Termination Date; (ii) the date of termination, plus the Executive is no longer eligible to receive COBRA continuation coverage; or (viiiiii) the acceleration of vesting and exercisability of date on which Executive becomes eligible to receive substantially similar coverage from another employer or other source. Notwithstanding the Incentive Equity that would have vested during the Severance Periodforegoing, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that if the Company’s obligations payments under Section 6(c)(vithis Subsection 7(c)(1)(C) shall terminate prior would violate the nondiscrimination rules applicable to non-grandfathered plans under the end 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 Subsection 7(c)(1)(C) in a manner as is necessary to comply with the ACA. (2) The Parties intend the Severance Period if, during Payments under this Section 7 to qualify for the Severance Period, Executive obtains health benefits exemption from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986Code, as amended (“Section 409A”)for separation pay, and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior pursuant to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(cRegulations 1.409A-1(b)(9)(iii).

Termination Without Cause or for Good Reason. If In the Termination Event event the Executive’s employment with the Company is termination terminated by the Company at any time during the Employment Period without Cause or by the Executive at any time during the Employment Period for Good Reason, at any time, and, provided no Change in Control shall have occurred, the Company shall pay the Executive, in cash, aggregate severance payments equal to his then base salary for up to twelve (12) months from the Date of Termination or the date upon which Executive obtains alternative employment, whichever is earlier. The Company shall pay to the Executive any severance payments due hereunder in twelve (12) equal monthly payments on the first day of each month following such termination. Notwithstanding the foregoing, if the Executive obtains alternative employment for base salary and bonus compensation of less than his then annual base salary, then Executive shall be entitled to: continue to receive monthly severance payments for the remaining balance of the 12 month period in an amount equal to the difference between one-twelfth (i1/12) any accrued but unpaid Base Salary through of his annual base salary and one-twelfth (1/12) of the date of terminationannual base salary and bonus compensation received from such alternative employer. In addition, plus (iia) the Pro Rated Bonus payable as soon as practicable Executive shall have the right to exercise any stock options, long-term incentive awards or other similar awards held by him in accordance with the relevant plan documents or grant letter; provided, however, that to the extent any option or award would expire by its terms within six (6) months following the date of termination, plus then the Executive may exercise said option or award until the earliest of (i) six (6) months following the Date of Termination or (ii) ten (10) years following the date of grant or (iii) the end of the original term of the option grant had the Executive continued employment with the Company; and (b) the Company shall provide the Executive with continuing coverage under the life, disability, accident and health insurance programs for employees of the Company generally and under any accrued and unpaid vacation paysupplemental programs covering executives of the Company, unreimbursed expenses as from time to time in effect, for the twelve (12) month period from such termination or until the Executive becomes eligible for substantially similar coverage under the employee plans of a new employer, whichever occurs earlier, provided that Executive’s right to elect continued medical coverage after termination of employment under Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended, shall be deemed satisfied by the coverage provided in this clause (b). The Executive shall also be entitled to a continuation of all other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then reimbursements in effect at the Company, plus (v) an amount equal to the greater time of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 termination for the cost of outplacement services during twelve (12) month period following such termination or until the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health becomes eligible for substantially similar benefits from a new employer that are substantially equivalent to those provided employer, whichever is earlier. In addition, all stock options and restricted stock held by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation under any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month Company’s equity plans that would become exercisable within the twelve (12) months following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s such termination of employment had the Executive stayed in the employ of the Company shall become immediately exercisable. Any part of the foregoing benefits that are attributable to participation in a plan in which the Executive can no longer participate under applicable law, shall be paid by the Company from other sources such that the Executive receives substantially similar benefits to those provided for under the plan. All amounts payable hereunder shall be paid monthly during such twelve (12) month period and any amounts payable hereunder are in accordance with the terms of this lieu of, not in addition to, amounts payable under Section 6(c)4.

Termination Without Cause or for Good Reason. If In the Termination Event event that Executive’s employment is termination terminated by the Company at any time during the Employment Period without Cause (the Company’s non-renewal of the Term of this Agreement shall not be deemed a termination without Cause) or by the Executive at any time during the Employment Period for Good Reason, subject to Executive’s compliance with post-employment termination obligations including, without limitation, as provided in the Covenant Agreement referred to in Section 5 below and subject to applicable withholding, Executive (or Executive’s legal representative), shall receive in addition to her Accrued Compensation and Other Benefits as outlined below, a severance amount equal to six months of Base Salary, payable in installments as provided in this Section 4.7. The foregoing severance amount shall be paid in substantially equivalent installments in the same manner and at the same intervals as Executive was being paid immediately prior to termination (the “Severance Payments”). In addition, Executive shall be entitled to: to receive (1) Accrued Compensation equal to the sum of (i) the amount of any earned, but unpaid, Bonus related to the previous fiscal year pursuant to Section 3.2 and (ii) the amount of any Bonus that would normally be due under Section 3.2 for the current fiscal year as calculated in accordance with the Company’s normal accrual practice, (2) the amount of any accrued but unpaid Base Salary expense reimbursements and other cash entitlements through the date of terminationtermination (including, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of terminationwithout limitation, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses reimbursements due under Sections 3.6 or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)3.7), payable and (3) payment for unused PTO. The Company shall provide Executive 4 | Page EXECUTIVE EMPLOYMENT AGREEMENT any Other Benefits that he is entitled to in accordance with the payroll practices then terms of the applicable plan, contract or arrangement. Executive’s rights under this Section 4.7 shall be contingent upon Executive executing and not revoking a separation agreement in effect at the Company, plus (v) an amount equal form and substance substantially similar to the greater Separation Agreement and General Release of (x) Claims, attached hereto as Exhibit A and Executive’s return of Company property within the Incentive Bonus paid or earned but unpaid to Executive time period specified in respect the in the Separation Agreement and General Release of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested OptionsClaims; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409Aperiod begins in one calendar year and ends in a second calendar year, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments amounts shall instead be accumulated and paid begin to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms second calendar year no later than ten business days following the last day of this Section 6(c)such period.

Termination Without Cause or for Good Reason. If In the Termination Event is event of any termination by the Company at any time during the Employment Period without Cause of this Agreement pursuant to Section 7.1(b) or by the Executive at any time during the Employment Period for Good Reason, Executive shall be entitled to:7.1(d), (ia) any accrued but unpaid Base Salary The Company shall pay Employee the compensation and benefits otherwise payable to Employee under Section 5 through the date of termination, (b) For six months after the effective date of termination, plusthe Company shall continue to pay Employee his base salary under Section 5.1 above at Employee's then-current salary, less applicable withholding taxes, payable on the Company's normal payroll dates during that period, provided, however, that if Employee secures other employment with a Competitor (as defined under Section 8.2(f) below) during the period that Section 5.1 remains in effect pursuant to this Section 8.2, the Employee shall no longer be entitled to continue to receive his base salary pursuant to this Section 8.2(b) , and (c) Employee's rights under the Company's benefit plans of general application after termination shall be determined under the provisions of those plans. (d) The stock options granted pursuant to Section 5.1(b) shall continue to vest for an additional six months after the effective date of termination and such options shall expire on the earlier of (i) three months after such additional six month period and (ii) the Pro Rated Bonus payable Expiration Date (as soon defined in the stock option agreement governing such stock options) and may not be exercised thereafter under any circumstance. All Sensys options granted prior to the merger will immediately vest. (e) The Company's obligation to make the payments required by this Section 8.2 is in lieu of any damages or any other payment which the Company might otherwise be obligated to pay Employee as practicable following a result of Employee's termination of employment. The Company and Employee agree that, in view of the date nature of the issues likely to arise in the event of such a termination, plus (iii) any accrued it would be impracticable or extremely difficult to fix the actual damages resulting from such termination and unpaid vacation payproving actual damages, unreimbursed expenses or other benefits which may causation and foreseeability in the case of such termination would be applicable costly, inconvenient and difficult. In requiring the Company to and owing in accordance with Company policies or applicable lawmake the payments as set forth herein, plus (iv) it is the Base Salary (which shall be intent of the Base Salary parties to provide, as of the date of termination) during the Severance Period (as defined in Section 6(l))this Agreement, payable in accordance with the payroll practices then in effect at the Company, plus (v) an for a liquidated amount equal of damages to the greater of (x) the Incentive Bonus be paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company to Employee. Such liquidated amount shall be deemed full and adequate damages for up such termination and is not intended by either party to $10,000 for the cost of outplacement services during the one year following the date of termination, plusbe a penalty. (viiif) For purposes of this Agreement, "Competitor" means any person, firm, partnership company, corporation or any other entity engaged in the acceleration business of vesting and exercisability design, research, development, marketing, sale, or licensing of semiconductor metrology equipment that is substantially similar to or competitive with the business of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), Company and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c)Sensys Instruments.

Termination Without Cause or for Good Reason. If the Termination Event is termination by Company shall terminate Executive’s employment for any reason other than for Cause or pursuant to Paragraph 11, or Executive shall terminate his employment with the Company at any time during the Employment Period without Cause or by the Executive at any time during the Employment Period for Good ReasonReason (as hereinafter defined) pursuant to Paragraph 14, then in addition to any approved unreimbursed business expenses and other Executive benefits through the date of termination (as discussed above), Executive shall be entitled to:to receive, as severance and damages and in exchange for a general release in favor of the Company and other members of the Group and the promises made by Executive hereunder the following (without duplication): (ia) any accrued but unpaid Base Salary through upon the date of termination, plustermination of employment a sum equal to 12 months’ Base Salary at the then current rate; (iib) the Pro Rated Bonus payable as soon as practicable following upon the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as termination of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) employment an amount equal to the greater unpaid Pension Sum for the year in which termination occurs pro rated to the date of termination plus an amount equal to the Pension Sum for an additional 12 months payable in the manner and as calculated in accordance with subparagraph 3(a) above; (xc) the Incentive Bonus paid or earned but unpaid to Executive in respect continuation of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect your medical insurance and life insurance for a period of the three (3) previous fiscal years, payable as soon as practicable 12 months following the date of terminationtermination of employment on the terms applicable immediately prior thereto or, plusif it is not reasonably practicable for the Company to continue to provide such benefits, payments to enable you to purchase similar benefits on broadly comparable terms; (vid) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if a sum equivalent to your unpaid car allowance (as set forth in subparagraph 3(c)) for such payments would otherwise violate Section 409Ayear; (e) outplacement counseling services in an amount of $15,000 payable by the Company; (f) your bonus applicable to the year in which the date of termination occurs, Department pro rated to the date of Treasury regulations and termination, payable at the same time as bonuses to other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after participants in the Effective Date relevant bonus scheme are paid in respect of the fiscal year in which termination of employment occurs; and (“Section 409A Guidance”g) and such payments shall instead be accumulated and paid to Executive on the first day date of the seventh month following his termination of employment, a sum equal to the target bonus (using the formulas applicable for the year in which the date of termination occurs and assuming the target for such year is met) but in no event less than 84% of your then Base Salary. All payments For the purposes of the bonus due Executive under this Section 6(csubparagraphs 12(f) after the six-month period following Executive’s termination of employment and 12(g), you shall be treated no less favorably than other executives of your status in respect of the level of bonus paid in accordance to you. For the avoidance of doubt insofar as the bonus provisions of this Paragraph conflict with the provisions of any applicable bonus scheme, the terms of this Section 6(c)Paragraph shall prevail.

Termination Without Cause or for Good Reason. If your Service terminates prior to the Termination Event is Certification Date because of your involuntary termination of Service by the Company at any time during the Employment Period without Cause or your voluntary termination for Good Reason (as defined below), you will vest in a pro rata portion of the Performance Stock Units that vest to the extent that the Performance Goals have been satisfied as if your Service had not terminated, which pro rata portion will be calculated by multiplying the Executive at any time total number of the Performance Stock Units that vest based on actual performance by a fraction, the numerator of which equals the number of days that you provided Service during the Employment Performance Period and the denominator of which equals the total number of days in the Performance Period, effective as of the Certification Date. Other Terminations. If, prior to the Certification Date, you incur a termination of Service for any reason other than those specified above, whether voluntary or involuntary and prior to a Change in Control, you will forfeit to the Company all of the unvested Performance Stock Units on the date of your termination of Service. For purposes of this Agreement, unless otherwise provided in an applicable agreement with the Company, “Good Reason” for termination will mean, Executive shall be entitled to: without your consent: (i) any accrued but unpaid Base Salary through the date assignment to you of termination, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses substantial duties or other benefits which may be applicable to and owing in accordance responsibilities inconsistent with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect your position at the Company, plus or any other action by the Company that results in a substantial diminution of your duties or responsibilities other than any such reduction that is remedied by the Company within 30 days of receipt of written notice thereof from you; (vii) an a requirement that you work principally from a location that is 35 miles further from your residence than your principal place of employment as of the Date of Grant; (iii) a ten percent or greater reduction in your aggregate base salary and other compensation (including any target bonus amount and/or retirement plan, welfare plans and fringe benefits) taken as a whole, excluding any reductions caused by the failure to achieve performance targets; or (iv) any material breach by the Company of your employment agreement, if any. Good Reason will not exist pursuant to any subsection in the foregoing sentence unless (A) you have delivered written notice to the Company within 90 days of the occurrence of the event constituting Good Reason, and (B) the Company fails to remedy the circumstances giving rise to your notice within 30 days of receipt of notice. In addition, you must terminate your employment for Good Reason at a time agreed reasonably with the Company, but in any event within 150 days from the occurrence of the event constituting Good Reason. For purposes of Good Reason, the Company will be defined to include any successor to the Company that has assumed the obligations of the Company through merger, acquisition, stock purchase, asset purchase or otherwise. Change in Control Notwithstanding the vesting schedule set forth above, upon the consummation of a Change in Control during the Performance Period, you will vest in a number of Performance Stock Units equal to the greater of (xi) the Incentive Bonus paid or earned but unpaid to Executive in respect number of Performance Stock Units that would vest based on pro rata actual performance of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid Performance Goals as of a date reasonably proximal to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c).the

Termination Without Cause or for Good Reason. If In the Termination Event event that the Term and Employee’s employment hereunder is termination terminated by the Company at any time during the Employment Period Employer without Cause or by the Executive at any time during the Employment Period Employee for Good Reason, Executive in each case, prior to the first anniversary of the Effective Date, Employee shall be entitled to: to receive (ia) any accrued but and unpaid Base Salary through the date of terminationtermination of employment, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (vb) an amount equal to the greater of (x) Target Bonus for the Incentive Bonus paid or earned but unpaid to Executive in respect period ending on the first anniversary of the prior fiscal Effective Date (less any Annual Bonus previously paid with respect to the Term), (c) an amount equal to the Target Bonus for each calendar year or (y) commencing with the average Incentive Bonus paid or earned but unpaid to Executive calendar year in respect which the first anniversary of the three Effective Date occurs and ending on the twenty-four (324) previous fiscal yearsmonth anniversary of the Effective Date, payable as soon as practicable prorated for any partial year (the “Bonus Severance” and such period, the “Continuation Period”), (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 termination, plus Employee’s termination of employment; provided claims for such reimbursement (viaccompanied by appropriate supporting documentation) the continuation of all health benefits during the Severance Period at the same cost are submitted to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of Employer within ninety (90) days following the end 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 Severance Period to exercise Employer Group in accordance with the terms and conditions of any vested Options; providedsuch plan, howeverprogram, award, agreement or arrangement, (f) accelerated vesting of the portion of the Transaction Equity Award, in each case, that remains unvested as of the Company’s obligations under date of termination (“Equity Award Acceleration”) and (g) payment of an amount equal to the Base Salary, payable by Employer as if Employee had remained employed through the Continuation Period (the “Salary Severance,” and collectively with the Bonus Severance, the “Severance Payments”). For avoidance of doubt, Employee shall also retain the Transaction Bonus following a termination in accordance with this Section 6(c)(vi4.7. Such amounts in clause 4.7(a) shall terminate be paid in a lump sum within thirty (30) days after the date of Employee’s termination of employment, the amounts in clause 4.7(b) will be paid at such time as annual bonuses are otherwise paid to similarly situated senior executives (if payable in respect of fiscal year 2023) or otherwise on or prior to the first Payroll Date following the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”)Term, and the payments described above do not satisfy any applicable exemptionsamounts in clause 4.7(c) will be paid at such time as such annual bonuses are otherwise paid to similarly situated senior executives, then such payments shall not be made prior to but in all events in the first day calendar year following the six-month period beginning on calendar year in which such annual bonuses would otherwise relate. In order to receive the Severance Payments and Equity Award Acceleration, 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”); 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, (i) the portion of the Transaction Equity Award Agreement that 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 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 payments 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 Continuation Period 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 Salary Severance that would have otherwise violate Section 409A, Department 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 Treasury regulations each month that corresponds to the date of termination) and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance the remaining installments to be paid during the remaining portion of the Continuation Period on the day that may corresponds to the date of termination with the final installment to be issued after paid on the second anniversary of the Effective Date (“Section 409A Guidance”) Date; provided, that, if the Release Period together with the Revocation Period spans across two calendar years, the Bonus Severance will be paid and such payments shall instead be accumulated and paid to Executive the first installment of the Salary Severance will commence, in each case, on the first business day of the seventh 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 following his 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 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 Term 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. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c).

Termination Without Cause or for Good Reason. If In the Termination Event event the Executive's employment is termination terminated by the Company at any time during the Employment Period without Cause or by the Executive at any time during the Employment Period for Good Reason, the Executive shall receive the following, subject to the execution and timely return by the Executive of a release of claims in the form to be entitled to: delivered by the Company, which release shall, by its terms, be irrevocable no later than the sixtieth (i) any accrued but unpaid Base Salary through 60th day following the date termination of termination, plus employment: (iia) the Pro Rated Bonus Accrued Obligations, payable as soon as practicable following in a lump sum within the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or time period required by applicable law, plus and in no event later than thirty (iv30) days following termination of employment; (b) severance pay in an amount equal to the Base Salary (which shall be the Executive's Base Salary as of the date of terminationtermination for twelve (12) during the Severance Period (as defined months payable in Section 6(l)), payable equal instalments in accordance with the normal payroll practices then in effect at policies of the Company, plus with the first instalment being paid on the Company's first regular pay date on or after the sixtieth (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable 60th day following the date termination of terminationemployment, plus (vi) the continuation of which initial payment shall include all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity instalment amounts that would have vested been paid during the Severance Period, plus first sixty (ix) a period of ninety (9060) days following the end termination of employment had instalments commenced immediately following the Severance Period to exercise termination date; and (c) any vested Optionsunpaid Performance Bonus earned and accrued as set forth in Schedule A, payable as set forth therein. For purposes of this Agreement, "Good Reason" means termination because of: (a) a materially adverse change without the Executive's consent in the Executive's title; (b) a materially adverse diminution in the Executive's duties; provided, however, however that a change in the Executive's reporting lines or the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end 's employment of the Severance Period if, during the Severance Period, Executive obtains health benefits from another officer or employee in a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments newly created position or otherwise shall not be made prior deemed to constitute, or result in, a material adverse diminution of the first day following Executive's duties for purposes hereunder; (c) the six-month period beginning Executive's principal duties are required to be performed, on a permanent basis, at a principal business location no more than fifty (50) miles from New York City, New York; and (d) a material breach by the date Company of termination of employment if this Agreement or any other agreement to which the Executive and the Company are parties. In each such payments would otherwise violate Section 409Aevent listed above, Department of Treasury regulations the Executive shall give the Company written notice thereof which shall specify in reasonable detail the circumstances constituting Good Reason, and other interpretive guidance issued thereunder, including without limitation there shall be no Good Reason with respect to any such regulations or other guidance that may be issued circumstances if cured by the Company within thirty (30) days after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c)notice.

Termination Without Cause or for Good Reason. If (1) Subject to the Termination Event limitations in Subsection 7(c)(3) below, if Executive’s employment is termination terminated by the Company at any time during the Employment Period without Cause or by the Executive at any time during the Employment Period for with Good Reason, the Company will pay Executive shall be entitled (or in the event of Executive’s subsequent death, Executive’s beneficiaries or estate) a severance benefit (the “Severance Benefit”) in an aggregate amount equal to: (iA) any accrued but unpaid Base Salary through the date Twelve (12) months of termination, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Executive’s monthly Base Salary (which shall be based on the Executive’s Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)Termination Date), payable in accordance with to be paid for a period of twelve (12) months beginning on the commencement date, as determined under Subsection 7(c)(3)(B) below, subject to all applicable payroll practices then in effect at the Company, plustax withholding and other deductions required by law; (vB) an amount equal to Any unpaid Incentive Compensation based on the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) that ended immediately before the average Incentive Bonus Termination Date, to be paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at on the same cost to date and in the same manner Executive as though would be paid if Executive continued his employment remained employed with the Company, plussubject to all applicable payroll tax withholding and other deductions required by law; and (viiC) If Executive timely and properly elects health continuation coverage under the reimbursement Consolidated Omnibus Budget Reconciliation Act of 1985 or any applicable state health insurance continuation law (“COBRA”), the Company shall reimburse Executive for the monthly COBRA premium paid by Executive for Executive and Executive’s dependents (at the same percentage as paid by the Company for up as of the Termination Date). Executive shall be eligible to $10,000 for receive such reimbursement until the cost earliest of: (i) the twelve (12)-month anniversary of outplacement services during the one year following Termination Date; (ii) the date of termination, plus the Executive is no longer eligible to receive COBRA continuation coverage; or (viiiiii) the acceleration of vesting and exercisability of date on which Executive becomes eligible to receive substantially similar coverage from another employer or other source. Notwithstanding the Incentive Equity that would have vested during the Severance Periodforegoing, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that if the Company’s obligations payments under Section 6(c)(vithis Subsection 7(c)(1)(C) shall terminate prior would violate the nondiscrimination rules applicable to non-grandfathered plans under the end 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 Subsection 7(c)(1)(C) in a manner as is necessary to comply with the ACA. (2) The Parties intend the Severance Period if, during Payments under this Section 7 to qualify for the Severance Period, Executive obtains health benefits exemption from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986Code, as amended (“Section 409A”)for separation pay, and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior pursuant to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(cRegulations 1.409A-1(b)(9)(iii).

Termination Without Cause or for Good Reason. If the Termination Event is termination Employee's employment by the Company at any time during the Employment Period without Cause or is terminated (i) by the Executive at any time during Company other than for Cause, or (ii) by the Employment Period Employee for Good Reason, Executive the Company shall be entitled topay or provide the Employee with the following, subject to the provisions of Sections 5 and 6 hereof: (i) any accrued but unpaid Base Salary through the date of termination, plusAccrued Benefits; (ii) an amount equal to the Pro Rated Bonus payable Employee's monthly base salary rate (but not as soon an employee), paid monthly for a period of twelve (12) 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 (as practicable defined in Section 16 hereof), any such payment scheduled to occur during the first sixty (60) days following the termination of employment shall not be paid until the first regularly scheduled pay period following the sixtieth (60th) day following such termination and shall include payment of any amount that was otherwise scheduled to be paid prior thereto. Notwithstanding the foregoing, following the termination date until the end of the twelve (12) month period following the date of termination, plusthe Employee shall use the Employee's best efforts to obtain employment or consulting work. However, the amounts payable pursuant to this Section 3(d)(ii) shall not be reduced in the event the Employee is successful in obtaining employment or consulting work during said twelve (12) month period; (iii) any accrued subject to (A) the Employee's timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), (B) the Employee's continued copayment of premiums at the same level and unpaid vacation paycost to the Employee as if the Employee were an employee of the Company (excluding, unreimbursed expenses or for purposes of calculating cost, an employee's ability to pay premiums with pre-tax dollars), and (C) continued compliance with the obligations in Section 6, continued participation in the Company's group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Employee (and the Employee's eligible dependents) for a period of twelve (12) months, provided that the Employee is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that the Employee obtains other benefits which may employment that offers group health benefits, such continuation of coverage by the Company under this Section 2(d)(iii) shall immediately cease upon obtaining such benefits. Notwithstanding the foregoing, the Company shall not be applicable obligated to provide the continuation coverage contemplated by this Section 3(d)(iii) if it would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and owing in accordance with Company policies or applicable lawAffordable Care Act of 2010, plusas amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable); and, (iv) the Base Salary (which shall be the Base Salary as a pro-rata portion of the date Employee's bonus for the fiscal year in which the Employee's termination occurs based on actual results for such year (determined by multiplying the amount of termination) such bonus which would be due for the full fiscal year by a fraction, the numerator of which is the number of days during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (yof termination that the Employee is employed by the Company and the denominator of which is 365) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost time bonuses for such year are paid to Executive as though Executive continued his employment with other senior executives of the Company. Payments and benefits provided in this Section 3(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, plus (vii) the reimbursement by policies or programs of the Company for up to $10,000 for or under the cost Worker Adjustment Retraining Notification Act of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise 1988 or any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations similar state statute or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c)regulation.

Termination Without Cause or for Good Reason. If If, during the Termination Event period commencing on the Effective Date and ending on (but including) the one-year anniversary of a Change in Control, (i) the Executive’s employment is termination terminated by the Company at any time during the Employment Period without Cause (as defined below), or by (ii) the Executive at any time during the Employment Period resigns employment for Good ReasonReason (as defined below) (each, Executive shall be entitled toa “Qualifying Termination”), then subject to Section 3 and Section 4 below: (a) The Company will pay to the Executive within thirty (30) days of the date of the Qualifying Termination (or on such earlier date as is required by applicable law), (i) any accrued but unpaid Base Salary through the date of terminationbase salary amounts, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of terminationany accrued but unused vacation pay, plus and (iii) any accrued and unreimbursed business expenses incurred prior to the date of the Qualifying Termination. In addition, the Company will pay to the Executive any earned but unpaid vacation payannual performance award for the prior fiscal year at the time such annual performance awards are payable to employees of the Company generally, unreimbursed expenses or other benefits but in no event later than March 15 of the calendar year immediately following the calendar year in which may be applicable the Qualifying Termination occurs. (b) The Company will continue to and owing pay to the Executive, in equal installments in accordance with Company policies or applicable lawthe Company’s normal payroll practices, plus an amount equal to the Executive’s “Annual Rate of Base Salary” (iv) as defined below), for the Base Salary (which shall be the Base Salary as duration of the date of termination) during the Severance Period (as defined below) (the “Salary Continuation Payments”). “Annual Rate of Base Salary” shall mean 31605/1 53622658 the Executive’s annual base salary rate in Section 6(l))effect immediately prior to the Qualifying Termination or, payable in accordance the event of a resignation for Good Reason as a result of a material diminution in the Executive’s annual base salary rate, the Executive’s annual base salary rate in effect immediately prior to the reduction that gave rise to the grounds for Good Reason. The Salary Continuation Payments shall commence with the first payroll practices then in effect at date following the Company, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect effectiveness of the prior fiscal year or (y) Release required by Section 4 hereof, with the average Incentive Bonus first payment to include the amount of all Salary Continuation Payments that would have been paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following from the date of termination, plus (vi) the continuation Qualifying Termination had they commenced as of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Optionssuch date; provided, however, that in the Company’s obligations under Section 6(c)(vi) event the period to consider and, if applicable, revoke the Release plus the first regular payroll date thereafter spans two calendar years, the first such payment shall terminate prior to be made on the end later of the Severance Period if, during first regular payroll date of such second calendar year or the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by first payroll date following the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A effectiveness of the Internal Revenue Code Release, but in no event later than March 15 of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day calendar year immediately following the six-month period beginning on calendar year in which the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c)Qualifying Termination occurs.

Termination Without Cause or for Good Reason. If In addition to the Termination Event is termination by payments provided for in Section 5(a), in the Company at any time during the Employment Period without Cause or by the Executive at any time during the Employment Period for Good Reason, Executive shall be entitled to: event that (i) any accrued but unpaid Base Salary through the date of terminationCompany terminates your employment other than for death, plus disability or Cause pursuant to Section 4(d) or 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 Pro Rated Bonus payable as soon as practicable following the date of termination, plus Company and you; and (iii) any accrued and unpaid vacation payyou execute, unreimbursed expenses or other benefits which may be applicable deliver to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus within 60 days of the termination of your employment, and do not revoke a general release (v) an amount equal in a form acceptable to the greater of (xCompany) the Incentive Bonus paid releasing and waiving any and all claims that you have or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with may have against the Company, plus its directors, officers, employees, agents, successors and assigns with respect to your employment (viiother than any obligation of the Company set forth herein which specifically survives the termination of your employment), then (A) the reimbursement by Company will provide you with 12 months of severance pay based on your then current Base Salary, (B) subject to your copayment of premium amounts at the Company for up active employees’ rate and your proper election to $10,000 for receive benefits under the cost Consolidated Omnibus Budget Reconciliation Act of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 19861985, as amended (“Section 409ACOBRA”), the Company will pay a portion of your COBRA premiums in an amount equal to what it would have paid towards health insurance premiums for an active employee with similar coverage continuing until the earlier of (I) twelve (12) months minus one day from the Effective Date; and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on (II) the date of termination of employment if such payments would otherwise violate Section 409Ayou become reemployed or eligible for alternative health insurance, Department of Treasury regulations (C) the Company shall provide you with the right to continue group medical and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued dental insurance coverage after the Effective Date under the law known as “COBRA” (“Section 409A Guidance”the terms for that opportunity will be set forth in a separate written notice), and (D) all time-based stock options and such payments 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 date of the termination of your employment shall instead be accumulated vest and paid to Executive become exercisable or nonforfeitable on the first day of date that the seventh month following his termination of employmentrelease referred to above may no longer be revoked. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment The foregoing severance shall be paid in equal installments over the severance period in accordance with the terms Company’s usual payroll schedule, commencing on the date that the release referred to above may no longer be revoked. This Section 5(b) shall not apply during the one year period following a Change of Control (as defined below) in which case Section 5(c) shall apply. Notwithstanding anything to the contrary herein, if any of the payments and benefits provided for in this Section 6(c)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 the Termination Event is termination Executive’s employment and the Employment Term are terminated by the Company at any time during the Employment Period without Cause (except by reason of the Executive’s Death or Disability) or by the Executive at any time during the Employment Period for Good Reason, Executive shall be entitled to:the Company shall (i) any accrued but unpaid Base pay the Executive the Salary through the date of termination, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued earned and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination and provide the Executive the Accrued Benefits, (ii) if at the Executive’s date of termination, the annual bonuses, if any, payable for services rendered in the Company’s last completed fiscal year have not yet been paid, pay the Executive the annual bonus amount that would be payable to him for such prior fiscal year, on the same terms and conditions (including, without limitation, the satisfaction of any applicable performance objectives, but excluding any requirement of continued employment) as would have applied had he continued in the Company’s employment until the date of payment; (iii) pay the Executive a bonus amount for the calendar year in which his termination of employment occurs equal to the annual bonus that would have been payable to him for such year had his employment continued, but pro-rated to reflect Executive’s actual period of employment during such calendar year. The amount of such bonus shall be determined on the same terms and conditions (including, without limitation, the satisfaction of any applicable performance objectives, but excluding any requirement of continued employment) as would have applied had he continued in the Company’s employment until the date of payment. Executive agrees and acknowledges that, in determining the amount of such bonus, the Compensation Committee shall have all of the rights afforded to it pursuant to the applicable bonus plan (including the right to exercise negative discretion in determining such amount) and may treat Executive less favorably than the Company’s other executive officers participating in such plan; (iv) pay the Executive an aggregate amount equal to two times his Salary at the date of termination; (v) pay the Executive in December of each of the first and second calendar years beginning after the date of his termination of employment, an amount equal to his target bonus amount in effect for the year of termination, (vi) during the Severance Period (as defined in Section 6(l)below), payable continue to provide the Executive coverage under those Company-sponsored welfare benefit plans (other than severance plans) in accordance with the payroll practices then in effect at the Companywhich he participated immediately prior to such termination, plus (v) an amount equal but only to the greater extent such continued coverage can be provided pursuant to the terms and conditions of (x) any such plan and without adverse tax consequences to the Incentive Bonus paid Executive, the Company or earned but unpaid any other participant in such plans and subject to Executive the Executive’s continued payment of any premiums or other amounts for such benefits that he was paying for participation in respect of the any such plan immediately prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of such termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus, (vii) the reimbursement provide that any outstanding option to purchase Company Stock held by the Company Executive as of the date of termination and granted to him on or after the Commencement Date (including, but not limited to, the Commencement Option) shall continue to vest in accordance with its regular vesting schedule through the expiration of the Severance Period and shall remain exercisable for up to $10,000 for the cost of outplacement services during the one year following the date expiration of terminationthe Severance Period (or, plusif less, for the remaining term of such option), after which all such outstanding options shall expire and (viii) provide that any unvested restricted stock unit or performance share or performance unit award (including, but not limited to, the acceleration Commencement Units) outstanding at the date of vesting Executive’s termination and exercisability granted on or after the Commencement Date, shall vest as of the Incentive Equity that date of such termination, to the extent such awards would have become vested during in accordance with their regular vesting schedule had the Executive’s employment continued through the expiration of the Severance Period, plus and, in the case of any performance shares or performance units that are not Post January 1, 2009 Awards (ix) a period of ninety (90) days following as defined below), assuming that the end of the Severance Period to exercise any vested Optionsapplicable performance goal had been achieved at target; provided, however, that that, an unvested Post January 1, 2009 Award shall only vest in accordance with the Company’s obligations under Section 6(c)(viforegoing provisions of this sentence if and when such award would otherwise have vested in accordance with the performance goals applicable thereto. For purposes of clause (viii) shall terminate prior to the end of the Severance Period ifpreceding sentence, during a “Post January 1, 2009 Award” shall mean an award intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code with a performance period beginning after January 1, 2009. For purposes of this Section 6.2, the “Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by ” shall mean the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning commencing on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive ending on the first day before the second anniversary of the seventh month following his such termination of employmentdate. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid Except as otherwise expressly provided in accordance with the terms of this Section 6(c).subclause

Termination Without Cause or for Good Reason. If the Termination Event is termination Executive’s employment by the Company at any time during is terminated by the Employment Period Company without Cause (and not due to Disability or death) or by the Executive at any time during the Employment Period for Good Reason, then the Company shall pay or provide the Executive shall be entitled towith the Accrued Amounts and subject to compliance with Section 11: (i) any accrued but unpaid Base Salary through i. continued payment of the date of termination, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Executive’s Base Salary as in effect immediately preceding the last day of the date of termination) during Employment Term (ignoring any decrease in Base Salary that forms the Severance Period (as defined in Section 6(l)basis for Good Reason), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety six (906) days months following the end of termination date (the “Severance Period to exercise any vested OptionsPeriod”) on the Company’s regular payroll dates; provided, however, that any payments otherwise scheduled to be made prior to the effective date of the General Release (namely, the date it can no longer be revoked) shall accrue and be paid in the first payroll date that follows such effective date with subsequent payments occurring on each subsequent Company payroll date; ii. if the Executive timely elects continued coverage under COBRA for himself and his covered dependents under the Company’s obligations under Section 6(c)(vigroup health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue the Executive’s and his covered dependents’ health insurance coverage in effect for himself (and his covered dependents) on the termination date until the earliest of (i) six (6) months following the termination date; (ii) the date when the Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date the Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on the Executive’s behalf would result in a violation of applicable law (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall terminate pay the Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Executive’s payment of COBRA premiums and without regard to the expiration of the COBRA period prior to the end of the Severance Period if, during COBRA Payment Period. Nothing in this Agreement shall deprive the Severance Period, Executive obtains health of his rights under COBRA or ERISA for benefits from a new employer that are substantially equivalent to those provided under plans and policies arising under his employment by the Company; providedand iii. all unvested stock options and other equity awards shall immediately vest and Executive shall be entitled to exercise any vested equity awards for a period equal to the shorter of: (i) six (6) months after termination, further, if Executive is a “specified employee” as defined in Section 409A or (ii) the remaining term of the Internal Revenue Code award(s). If the Executive’s employment by the Company is terminated by the Company without Cause (and not due to Disability or death) or by the Executive for Good Reason, then the Executive will be eligible to receive additional severance benefits including, but not limited to, a pro-rata portion of 1986the Executive’s Annual Bonus, as amended (“Section 409A”)determined by the Board of Directors, and for the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to performance year in which the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c)occur.

Termination Without Cause or for Good Reason. If the Termination Event is termination Executive’s employment by the Company at any time during is terminated by the Employment Period Company without Cause (and not due to Disability or death) or by the Executive at any time during the Employment Period for Good Reason, then the Company shall pay or provide the Executive shall be entitled towith the Accrued Amounts and subject to compliance with Section 12: (i) any accrued but unpaid Base Salary through continue payment of the date of termination, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Executive’s Base Salary as in effect immediately preceding the last day of the date of termination) during Employment Term (ignoring any decrease in Base Salary that forms the Severance Period (as defined in Section 6(l)basis for Good Reason), payable in accordance with until the payroll practices then in effect at last day of the Employment Term (the “Severance Period”) on the Company, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options’s regular payroll dates; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior any payments otherwise scheduled to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the effective date of the General Release (namely, the date it can no longer be revoked) shall accrue and be paid in the first day payroll date that follows such effective date with subsequent payments occurring on each subsequent Company payroll date; (ii) continue payment of any Company paid health insurance plans currently in effect for the benefit of Executive at the time of termination until the earliest of (i) three (3) months following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first last day of the seventh month following his termination Employment Term; or (ii) the date when the Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; and (iii) All unvested equity awards shall immediately vest and Executive shall be entitled to exercise all vested equity award(s) granted to the Executive for a period equal to the shorter of: (i) twelve (12) months after termination; or (ii) the remaining term of employment. All payments due Executive the award(s). (iv) Any payment made under this Section 6(c11(d) after the six-month period following Executive’s termination of employment shall be paid in accordance with credited against any severance payment that Executive may otherwise be entitled to under the terms of this Section 6(c)Mexican Labor Code or any other applicable law.

Termination Without Cause or for Good Reason. If In the Termination Event is event of termination of the Executive's employment hereunder by the Company at any time during the Employment Period without Cause "cause" (other than upon death or Disability) or by the Executive at any time during for "good reason" (each as defined in Section 4 hereof), the Employment Period for Good Reason, Executive shall be entitled to: to the following severance pay and benefits: Severance Pay - a lump sum amount equal to twenty-four (i24) any accrued but unpaid months of the Executive's annual Base Salary through Salary; provided, however, in the event the Agreement is terminated either by the Company or the Executive following a Change in Control, the Executive shall be entitled to receive two and one half (2 1/2) times the highest annual compensation amount paid to the Executive within the three years preceding the Change in Control; Club and Car Allowance - continuation of the monthly car allowance and club membership and related expenses set forth in Section 3 for a period of twelve consecutive calendar months commencing on the first month following the effective date of termination, plus (ii) including any period of time between the Pro Rated Bonus payable as soon as practicable following the effective date of termination, plus (iii) any accrued termination and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as first day of the date first calendar month following such effective date; and Benefits Continuation - continuation for 30 months (the "Severance Period") of termination) during coverage under the Severance Period (as defined group medical care, disability and life insurance benefit plans or arrangements in Section 6(l)), payable in accordance which the Executive is participating at the time of termination with the payroll practices then Company continuing to pay its share of premiums and associated costs as if Executive continued in effect at the employ of the Company, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) 's obligation to provide such coverages shall terminate prior to be terminated if the end of the Severance Period if, Executive obtains comparable substitute coverage from another employer at any time during the Severance Period. The Executive shall be entitled, Executive obtains health benefits from a new employer that are substantially equivalent at the expiration of the Severance Period, to those provided by the Company; provided, further, if Executive is a “specified employee” as defined elect continued medical coverage in accordance with Section 409A 4980B of the Internal Revenue Code of 1986, as amended (“Section 409A”or any successor provision thereto) (the "Code"). In addition, and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with entitled to continued coverage under the Company's medical benefit plans pursuant to the terms of this Section 6(c)COBRA, provided that for the Severance Period, such coverage will be at no cost to the Executive.

Termination Without Cause or for Good Reason. If Subject to the Termination Event is termination terms and conditions of eligibility for Executive’s receipt of severance benefits under this Agreement, including the timely execution and delivery (and non-revocation) by Executive of the Separation Agreement and General Release as set forth in SECTION 6.10, the Company at any time during shall pay to Executive, as severance benefits which amounts are in addition to the Employment Period without Cause or by the Executive at any time during the Employment Period for Good Reason, Executive shall be entitled toCompensation upon Termination set forth in SECTION 3.3 herein: (i) any accrued but unpaid An amount equal to his current annualized Base Salary through which shall be paid to Executive on a salary continuation basis according to the Company’s normal payroll practices over the 12 month period following the date of terminationthe Executive incurs a Separation from Service, plusbut in no event less frequently than monthly. (ii) An amount equal to the Pro Rated Executive’s Target Bonus payable as soon as practicable following the date of termination, plus referenced in SECTION 2.1(b) (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the based upon his Base Salary as of the date of termination) during which shall be paid to Executive when the Severance Period Annual Cash Bonus for such year is paid to other executives of the Company. (iii) Subject to (1) the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as defined in Section 6(l)amended (“COBRA”), payable and (2) the Executive’s continued copayment of premiums at the same level and cost to the Executive as if 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), continued participation in accordance with the payroll practices then in effect Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for a period of twelve (12) months at the Company’s expense, plusprovided that the Executive is eligible and remains eligible for COBRA coverage. The Company may modify its obligation under this SECTION 3.4(a)(ii) to the extent reasonably necessary to avoid any penalty or excise taxes imposed on it in connection with the continued payment of premiums by the Company under the Patient Protection and Affordable Care Act of 2010, as amended. (iv) The Company shall accelerate the vesting of (x) the Executive’s then- outstanding and unvested stock options, stock appreciation rights, restricted stock units or shares or any other Company time-based equity compensation awards, to the extent that such awards would have vested solely upon the Executive’s continued employment within twelve (12) months following the date of termination and (y) the Section 2.1(d) Grant. (v) In addition to the benefits described in SECTION 3.4(a)(i), (ii) and (iii), in the event that there is a Change in Control of the Company and (1) the successor fails to assume and continue this Agreement, or (2) within ninety days preceding or within six (6) months after the Change in Control (a) the Executive is terminated without Cause, or (b) Executive terminates for Good Reason, the Company shall (I) accelerate the vesting of (x) the Executive’s then-outstanding and unvested stock options, stock appreciation rights, restricted stock units or shares, or any other Company time-based equity compensation awards, to the extent that such awards would have vested solely upon the Executive’s continued employment, such that one hundred percent (100%) of such awards become vested in full and (y) the target level of the Executive’s then-outstanding performance stock units or other Company equity compensation awards that vest based on achievement of specified performance criteria, such that such awards become fully vested at the target level of award, (II) continue Executive’s Base Salary, as provided under SECTION 3.4(i) for 24 months rather than 12 months, and (III) pay Executive an amount equal to the greater Executive’s Target Bonus (under SECTION 2.1(b), based upon his Base Salary as of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments which amount shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on when the first day of Company pays the seventh month following his termination of employment. All payments due Executive under this Section 6(c) Annual Cash Bonus for the calendar year that commences immediately after the six-month period following Executive’s termination of employment (and for clarity, shall be in addition to the Target Bonus paid in accordance with the terms of this to Executive under Section 6(c3.4(ii) - such that Executive receives two Target Bonuses).

Termination Without Cause or for Good Reason. If the Termination Event is termination Executive’s employment by the Company at any time during is terminated by the Employment Period without Company other than for Cause (and not due to Disability or death) or by the Executive at any time during the Employment Period for Good Reason, other than in circumstances described in Section 8(e), then the Company shall pay or provide the Executive shall be entitled towith the Accrued Amounts and subject to compliance with Section 12: (1) continued payment of the Executive’s Base Salary as in effect immediately preceding the last day of the Employment Term for a period of twelve (12) months following the termination date (the “Salary Severance Period”) in accordance with the Company’s ordinary payroll practices (for purposes of calculating the Executive’s severance benefits, the Executive’s Base Salary shall be calculated based on the rate in effect prior to any material reduction in Base Salary that would give the Executive the right to resign for Good Reason (as provided in Section 7(e)(1))); (2) if the Executive timely elects continued coverage under COBRA for himself and his covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue the Executive’s and his covered dependents’ health insurance coverage in effect on the termination date until the earliest of (i) any accrued but unpaid Base Salary through twelve (12) months following the termination date of termination, plus (the “COBRA Severance Period”); (ii) the Pro Rated Bonus payable as soon as practicable following date when the date of termination, plus Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date the Executive ceases to be eligible for COBRA continuation coverage for any accrued reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on the Executive’s behalf would result in a violation of applicable law (including but not limited to the 2010 Patient Protection and unpaid vacation payAffordable Care Act, unreimbursed expenses as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section 8(d)(2), the Company shall pay the Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Executive’s payment of COBRA premiums. Nothing in this Agreement shall deprive the Executive of his rights under COBRA or other ERISA for benefits which may be applicable to under plans and owing in accordance with Company policies or applicable law, plusarising under his employment by the Company. (iv3) in the event that the Executive’s employment is terminated after December 31 of any performance year, but prior to the Annual Bonus payment date for such performance year, the Executive shall receive: (i) the Base Salary (amount of the Annual Bonus as determined by the Board in good faith for the performance year immediately prior to the year in which shall be the Base Salary Executive’s termination occurs if the Company has not determined the amount of the Executive’s Annual Bonus as of the date of the Executive’s termination; or (ii) the amount of the Annual Bonus as already determined by the Board in good faith for the performance year immediately prior to the year in which the Executive’s termination occurs if the Company has already determined the amount of the Executive’s Annual Bonus as of the date of the Executive’s termination, payable in either case as a lump sum at the same time annual bonuses are paid to the Company’s executives generally, but no later than March 15 of the calendar year immediately following the calendar year in which the Annual Bonus is being measured; (4) in the event that the Executive’s employment is terminated: (i) on or before the date Annual Bonus performance goals are established for the performance year in which the Executive’s termination occurs, the Executive shall receive a pro-rata portion of the Executive’s Target Bonus for the performance year in which the Executive’s termination occurs, with such pro-rata portion calculated based upon the number of days that the Executive was employed during such performance year divided by the total number of days in such performance year; or (ii) after the date Annual Bonus performance goals are established for the performance year in which the Executive’s termination occurs, the Executive shall receive a pro-rata portion of the Executive’s Target Bonus for the performance year in which the Executive’s termination occurs, with such pro-rata portion calculated based upon the Executive’s achievement of performance goals as determined by the Board in good faith, payable in either case as a lump sum payment on the Company’s first ordinary payroll date occurring on or after the General Release effective date (namely, the date it can no longer be revoked) or as soon thereafter as is reasonable practicable thereafter; and (5) twenty-five percent (25%) of all outstanding unvested shares subject to the Option (the “Termination Acceleration Percentage”) as of the date of the Executive’s termination shall vest; provided that in the event that any of the shares subject to the Option were accelerated under Sections 5(b)-(e) during the Severance Period year of the Executive’s termination, the Termination Acceleration Percentage shall be reduced by the percentage of shares previously accelerated. By way of example, in the event that twenty-five percent (as defined in Section 6(l)), payable in accordance with 25%) of the payroll practices then in effect at the Company, plus (v) an amount equal outstanding unvested shares subject to the greater of (xOption are accelerated under Section 5(c) during the Incentive Bonus paid or earned but unpaid to Executive in respect second year of the prior fiscal year or (y) Employment Term and the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined terminated in Section 409A of the Internal Revenue Code of 1986that same year, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments no additional shares shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive vest under this Section 6(c8(d)(5) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c)upon termination.

Termination Without Cause or for Good Reason. If Executive’s employment with the Termination Event Company is termination terminated by the Company at any time during the Employment Period without Cause or by the Executive at any time during the Employment Period for Good Reason, Executive shall will be entitled toto receive, in addition to the Accrued Obligations and, subject to Executive’s execution and non-revocation of a release in favor of the Company of any and all claims and causes of action substantially in the form provided in Exhibit C hereto (the “Release”) and continued compliance with the Restrictive Covenant Agreement, the following severance payments and benefits: (i) any accrued but unpaid Continued payment of Executive’s Base Salary through for a period of twelve (12) months following the Termination Date (the “Severance Period”); provided, that any such payments that otherwise would be paid prior to the date that the Release becomes effective instead will be paid within five (5) business days after such effective date, and the remaining such payments will be paid over the remainder of termination, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, that if the period during which Executive may execute and revoke the Release begins in one (1) calendar year and ends in the next calendar year, then any such payments that otherwise would be paid in such first calendar year instead will be paid during the first five business days of such next calendar year; (ii) The Annual Bonus with respect to the year during which the Termination Date occurs as if Executive had remained employed through the date on which the Annual Bonus is a “specified employee” as defined in Section 409A paid to similarly situated executives of the Internal Revenue Code Company, with the actual bonus paid to be based on actual performance for the full performance year, determined in accordance with Section 4(b) and paid at the same times as the Annual Bonus ordinarily would have been paid under Section 4(b); (iii) The Prior Year Bonus, paid at the same time as the Annual Bonus ordinarily would have been paid under Section 4(b); (iv) Immediate vesting of 1986a portion of Executive’s Long-Term Incentive Award as if Executive had remained employed through the next vesting date and if the next vesting date is less than three (3) months after the Termination Date, a portion of Executive’s Long-Term Incentive Award as amended if Executive had remained employed through the vesting date that follows the next vesting date; and (v) Continuation of health benefits to Executive and Executive’s eligible dependents pursuant to the Consolidated Budget Reconciliation Act of 1985 (“COBRA”) and reimbursement to Executive for the cost of the portion of the premiums paid for such COBRA coverage that relate to the employer portion of health benefits coverage through the earlier of (A) the date that is twelve (12) months following the Termination Date and (B) the date that Executive elects equivalent health benefit coverage with a new employer. (vi) Notwithstanding the foregoing provisions of this Section 409A”5(c), if Executive materially breaches the Restrictive Covenant Agreement, Executive shall not be eligible for the severance payments and benefits described in this Section 5(c), and any and all obligations and agreements of the payments described above do not satisfy any applicable exemptions, then Company with respect to such payments and benefits shall not be made prior to the first day following the six-month period beginning on the date thereupon cease, and, upon a determination by an appropriate court of termination of employment if such payments would otherwise violate Section 409Afinal jurisdiction, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with required to promptly repay any severance payments previously made by the terms of this Section 6(c)Company.

Termination Without Cause or for Good Reason. If the Termination Event Executive’s employment is termination terminated during the Term (i) by the Company at any time during the Employment Period without Cause (other than as a result of the Executive’s death or Disability), or (ii) by the Executive at any time during the Employment Period for Good Reason, Executive shall be entitled to: (i) any accrued but unpaid Base Salary through the date of terminationin each case, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) than during the Severance COC Protection Period (as defined in Section 6(l)below), payable the Company shall (A) pay to the Executive any portion of Executive’s accrued but unpaid base salary earned through the Termination Date; (B) pay to the Executive any annual bonus that was earned by the Executive for the fiscal year immediately preceding the fiscal year in which the Termination Date occurs, to the extent not already paid; (C) reimburse the Executive for any and all amounts advanced in connection with Executive’s employment with the Company for reasonable and necessary expenses incurred by Executive through the Termination Date in accordance with the payroll practices then Company’s policies and procedures on reimbursement of expenses; (D) pay to the Executive any earned vacation pay not theretofore used or paid in effect at accordance with the Company’s policy for payment of earned and unused vacation time; and (E) provide to the Executive all other accrued but unpaid payments and benefits to which Executive may be entitled under the terms of any applicable compensation arrangement or benefit plan or program of the Company (excluding any severance plan or policy of the Company) (collectively, plusthe “Accrued Compensation”). In addition, provided that the Executive executes a release of claims in a form acceptable to the Company (a “Release”), returns such Release to the Company by no later than 45 days following the Termination Date (the “Release Deadline”) and does not revoke such Release prior to the expiration of the applicable revocation period (the date on which such Release becomes effective, the “Release Effective Date”), then subject to the further provisions of Sections 3, 4, and 6 below, the Company shall have the following obligations with respect to the Executive (or the Executive’s estate, if applicable), subject to applicable taxes and withholdings: (v1) an amount equal The Company will continue to pay the Executive’s Base Salary (as defined below) during the period beginning on the Executive’s Termination Date and continuing for eighteen months thereafter (“Salary Continuation”). This Salary Continuation payment shall be paid in bi-weekly installments, consistent with the Company’s payroll practices. Subject to Sections 4(c) and 4(d) hereof, the first such payment shall be made on the first payroll date following the Release Effective Date, such payment to include all payments that would have otherwise been payable between the Termination Date and the date of such payment. (2) The Company will pay to the greater of Executive, at such time as those executives who are actively employed with the Company would receive payments under the Company’s short-term cash bonus plan in which the Executive was eligible to participate immediately prior to the Termination Date (x) but in no event later than the Incentive Bonus paid or earned but unpaid to Executive in respect 15th day of the prior third month of the fiscal year or (y) following the average Incentive Bonus paid or earned but unpaid to Executive fiscal year in respect which the Termination Date occurred), a pro-rated amount of the three Executive’s bonus under such plan, based on the actual performance during the applicable period, determined in accordance with the terms of the Plan and subject to the approval of the Compensation and Organization Committee of the Board of Directors. The pro-rated amount shall be calculated using a fraction where the numerator is the number of days from the beginning of the applicable bonus period through the Termination Date and the denominator is the total number of days in the applicable bonus period. (3) previous fiscal yearsSubject to the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, payable as soon as practicable following the date of terminationamended (“COBRA”), plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Companyperiod in which Salary Continuation is in effect, plus (vii) the reimbursement by the Company shall reimburse the Executive for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability 100% of the Incentive Equity that would have vested during the Severance Periodmonthly premium costs of COBRA coverage, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Optionsless applicable withholding taxes on such reimbursement; provided, however, that the Company’s obligations under Section 6(c)(viobligation to provide such benefits shall cease upon the earlier of (i) shall terminate prior to the end Executive’s becoming eligible for such benefits as the result of employment with another employer and (ii) the expiration of the Severance Period if, during the Severance Period, Executive obtains health Executive’s right to continue such medical and dental benefits from a new employer that are substantially equivalent to those provided by the Companyunder applicable law (such as COBRA); provided, further, that notwithstanding the foregoing, the Company shall not be obligated to provide the continuation coverage contemplated by this Section 2(a)(3) if Executive is a “specified employee” as defined it would result in Section 409A the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Internal Revenue Code Patient Protection and Affordable Care Act of 19862010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(cextent applicable).

Termination Without Cause or for Good Reason. If If, during the Termination Event period commencing on the Effective Date and ending on (but including) the one-year anniversary of a Change in Control, (i) the Executive’s employment is termination terminated by the Company at any time during the Employment Period without Cause (as defined below), or by (ii) the Executive at any time during the Employment Period resigns employment for Good ReasonReason (as defined below) (each, Executive shall be entitled toa “Qualifying Termination”), then subject to Section 3 and Section 4 below: (a) The Company will pay to the Executive within thirty (30) days of the date of the Qualifying Termination (or on such earlier date as is required by applicable law), (i) any accrued but unpaid Base Salary through the date of terminationbase salary amounts, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of terminationany accrued but unused vacation pay, plus and (iii) any accrued and unreimbursed business expenses incurred prior to the date of the Qualifying Termination. In addition, the Company will pay to the Executive any earned but unpaid vacation payannual performance award for the prior fiscal year at the time such annual performance awards are payable to employees of the Company generally, unreimbursed expenses or other benefits but in no event later than March 15 of the calendar year immediately following the calendar year in which may be applicable the Qualifying Termination occurs. (b) The Company will continue to and owing pay to the Executive, in equal installments in accordance with Company policies or applicable lawthe Company’s normal payroll practices, plus an amount equal to the Executive’s “Annual Rate of Base Salary” (iv) as defined below), for the Base Salary (which shall be the Base Salary as duration of the date of termination) during the Severance Period (as defined below) (the “Salary Continuation Payments”). “Annual Rate of Base Salary” shall mean 31605/1 53818432 the Executive’s annual base salary rate in Section 6(l))effect immediately prior to the Qualifying Termination or, payable in accordance the event of a resignation for Good Reason as a result of a material diminution in the Executive’s annual base salary rate, the Executive’s annual base salary rate in effect immediately prior to the reduction that gave rise to the grounds for Good Reason. The Salary Continuation Payments shall commence with the first payroll practices then in effect at date following the Company, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect effectiveness of the prior fiscal year or (y) Release required by Section 4 hereof, with the average Incentive Bonus first payment to include the amount of all Salary Continuation Payments that would have been paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following from the date of termination, plus (vi) the continuation Qualifying Termination had they commenced as of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Optionssuch date; provided, however, that in the Company’s obligations under Section 6(c)(vi) event the period to consider and, if applicable, revoke the Release plus the first regular payroll date thereafter spans two calendar years, the first such payment shall terminate prior to be made on the end later of the Severance Period if, during first regular payroll date of such second calendar year or the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by first payroll date following the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A effectiveness of the Internal Revenue Code Release, but in no event later than March 15 of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day calendar year immediately following the six-month period beginning on calendar year in which the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c)Qualifying Termination occurs.

Termination Without Cause or for Good Reason. If the Termination Event Executive’s employment is termination terminated by the Company at any time during the Employment Period without Cause or by the Executive at any time during the Employment Period for Good Reason, the Company shall pay or provide the Executive shall be entitled towith the following payments and benefits: (i) any accrued but unpaid Base Salary through the date of termination, plusAccrued Benefits; (ii) the Pro Rated Bonus payable as soon as practicable following a lump sum cash payment within 15 days after the date of termination equal to two (2) times the sum of: (A) the Base Salary; and (B) the PIP Bonus, based on the greater of (1) the stated target bonus for the year of termination and (2) the average of the PIP Bonuses (or, for years prior to 2005, the management incentive bonuses) earned by the Executive in the last two full fiscal years completed prior to termination, plus. (iii) any accrued at such time as PIP Bonuses are paid to other executives generally, a pro-rata portion of the PIP Bonus the Executive would have earned for the year of her termination of employment (determined by multiplying the amount of said actual earned bonus by a fraction, the numerator of which is the number of days during the applicable year of termination that the Executive was employed by the Company and unpaid vacation pay, unreimbursed expenses or other benefits the denominator of which may be applicable to and owing in accordance with Company policies or applicable law, plusis 365); (iv) except as expressly provided in subclause (v) below, at such time as payment is made to executives generally in respect of any Performance-Based LTIP Award (or, with respect to any Performance-Based LTIP Award granted to Executive at a time that comparable awards are not made to other executives, at the Base Salary time such Performance-Based LTIP Award would have been payable to the Executive had she remained employed by the Company for the entire performance period), a pro-rata portion of such Performance-Based LTIP Award, equal to the product of (x) (1) for any performance period ending in the year of termination, the actual bonus that would have been earned for that performance period, and (2) for each other performance period, the target amount payable in respect of such Performance-Based LTIP Award, and (y) a fraction, the numerator of which shall be is the Base Salary as number of days the Executive was employed by the Company during the applicable performance period and the denominator of which is the number of days in such performance period; (v) all of the date of termination) during the Severance Period (as defined Initial RSUs referenced in Section 6(l4(c)(i), all of the Supplemental Units referenced in Section 4(c)(ii) and all of the Performance Based RSUs referenced in Section 4(d) shall immediately vest upon the Executive’s termination and, with regard to all other equity grants (other than any Performance-Based LTIP Awards other than the Performance Based RSUs, each of which is addressed in Section 7(d)(iv)), payable in accordance with pro rata vesting of the payroll practices then in effect at next tranche, to be vested based upon the relative number of days employed from the prior vesting date (or grant date if no prior vesting) to the next vesting date and the Post-Termination Exercise Period; (vi) for a period of two (2) years after such termination, the Company, plusat its sole expense, shall provide the Executive (and her dependents) with health insurance coverage under the Company’s group health insurance plan, provided that such obligation shall cease upon the Executive’s becoming eligible for the health plan of another employer of Executive; (vvii) an amount equal to the greater lump sum value (based on the actuarial assumptions used under the respective plan) of (x) the Incentive Bonus paid two years of additional service and age credit for pension purposes under any qualified or earned but unpaid to Executive in respect nonqualified defined benefit type pension plan or arrangement of the prior fiscal year or Company (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the CompanyBase Salary used as the salary component of “final average earnings” for purposes of this calculation), plus which payments shall be made within thirty (vii30) the reimbursement by the Company for up to $10,000 for the cost days after termination of outplacement services during the one year following the date of termination, plusemployment; (viii) the acceleration of vesting and exercisability an amount equal to two (2) years of the Incentive Equity that would have vested during maximum Company matching contribution (assuming the Severance PeriodExecutive deferred the maximum amount and continued to earn her then current Base Salary) under any type of qualified or nonqualified deferred compensation plan sponsored by the Company, pluswhich amount shall be paid within thirty (30) days after termination of employment; (ix) notwithstanding the terms and conditions of any such plan, program or arrangement, if at the time of her termination of employment the Executive shall not have attained the age generally required to be treated as a period retiree (it being recognized that her service to date is sufficient to meet any service condition to such status and that it is expected she would attain such age were her employment to continue for the initial term of ninety this Agreement), the Executive shall be deemed to have met any and all conditions to qualify for all rights and benefits available as a retiree under any such plan, program or arrangement (90other than any plan qualified under Section 401(a) days following the end of the Severance Period Code), and shall be treated as having met the conditions to exercise qualify for retirement for all purposes under each such plan, program or arrangement (other than any vested Options; provided, however, plan qualified under Section 401(a) of the Code). The benefits that the Executive would have been able to receive from the Company’s obligations under Section 6(c)(vi401(a) shall terminate prior plan had she qualified to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on retire at the date of her termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may will be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on a non-qualified basis from the first day of Company’s general assets until such time as Executive is eligible to receive such benefits from the seventh month following his termination of employmentSection 401(a) plan. All payments due If the Executive is eligible for retiree status under this Section 6(c) after the sixCompany’s self-month period following Executive’s termination of employment shall be paid in accordance with the terms insured medical reimbursement plan by reason of this Section 6(c7(d)(ix), the Company shall, instead of providing coverage for the Executive thereunder for any period after the Executive’s right to continued coverage under COBRA expires, purchase for the benefit of Executive an insurance policy that provides the Executive with medical benefits coverage as close as reasonably available from a reputable provider the coverage to which she would have been provided to her under the Company’s self-insured plan; and (x) outplacement services at a level commensurate with the Executive’s position and, for a period of six months after the Executive’s termination, office space and secretarial support at a level commensurate with the Executive’s position.

Termination Without Cause or for Good Reason. If the Termination Event is termination Executive’s employment by the Company at any time during is terminated (x) by the Employment Period Company without Cause Cause, or (y) by the Executive at any time during the Employment Period for Good Reason, the Company will provide Executive with the Accrued Benefits at such times as set forth in Section 6(a) above, and provided Executive executes, returns to the Company and does not revoke the release and waiver of claims in the form attached hereto as Exhibit C (with such changes as may be required in order to reflect or comply with applicable laws at such time, as determined by the Company in its reasonable judgment, the “Release and Waiver”) and the Release and Waiver becomes effective pursuant to its terms and conditions, all within sixty (60) days following termination of employment, then the Company shall be entitled toalso pay or provide the Executive with the following: (i) any accrued but unpaid Base Salary through the date of termination, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the greater Executive’s then monthly Base Salary, less all applicable withholdings and deductions, for a period of twelve (x12) months following such termination (the Incentive Bonus paid “Severance Period”), payable beginning on or earned but unpaid to Executive in respect before the first regular payroll date of the prior fiscal year or Company that is sixty (y60) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable days following the date of Executive’s termination, pluswith such monthly payments continuing for the next eleven (11) consecutive months thereafter; and (viii) continued participation through COBRA coverage (all costs, expenses and premiums to be paid by Company) on the continuation same basis in the executive benefit plans contemplated by Section 4(a) hereof in which the Executive is participating on the date of all health benefits during such termination of employment for the Severance Period at (the same cost to “COBRA Payment Period”); provided that the Executive as though is eligible and remains eligible for coverage under such plans; and provided, further, that in the event that the Executive continued his obtains other employment with the Companythat offers Executive substantially equivalent benefits, plus (vii) the reimbursement such continuation of coverage by the Company for up under this Section 6(d)(ii) shall immediately cease. Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including but not limited to $10,000 for the cost 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of outplacement services during paying COBRA premiums pursuant to this Section, the one year following Company shall pay Executive on the date last day of termination, plus (viii) the acceleration of vesting and exercisability each remaining month of the Incentive Equity that would have vested during the Severance COBRA Payment Period, plus a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (ix) a period such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s payment of ninety (90) days following COBRA premiums and without regard to the end expiration of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate COBRA period prior to the end of the Severance Period if, during the Severance COBRA Payment Period, . Nothing in this Agreement shall deprive Executive obtains health of his rights under COBRA or ERISA for benefits from a new employer that are substantially equivalent to those provided under plans and policies arising under his employment by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c).

Termination Without Cause or for Good Reason. If In the Termination Event event that Executive’s employment is termination terminated by the Company at any time during the Employment Period without Cause (the Company’s non-renewal of the Term of this Agreement shall not be deemed a termination without Cause) or by the Executive at any time during the Employment Period for Good Reason, subject to Executive’s compliance with post-employment termination obligations including, without limitation, as provided in the Covenant Agreement referred to in Section 5 below and subject to applicable withholding, Executive (or Executive’s legal representative), shall receive in addition to her Accrued Compensation and Other Benefits as outlined below, a severance amount equal to six months of Base Salary, payable in installments as provided in this Section 4.7. The foregoing severance amount shall be paid in substantially equivalent installments in the same manner and at the same intervals as Executive was being paid immediately prior to termination (the “Severance Payments”). In addition, Executive shall be entitled to: to receive (1) Accrued Compensation equal to the sum of (i) the amount of any earned, but unpaid, Bonus related to the previous fiscal year pursuant to Section 3.2 and (ii) the amount of any Bonus that would normally be due under Section 3.2 for the current fiscal year as calculated in accordance with the Company’s normal accrual practice, (2) the amount of any accrued but unpaid Base Salary expense reimbursements and other cash entitlements through the date of terminationtermination (including, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of terminationwithout limitation, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses reimbursements due under Sections 3.6 or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)3.7), payable and (3) payment for unused PTO. The Company shall provide Executive 4 | Page any Other Benefits that he is entitled to in accordance with the payroll practices then terms of the applicable plan, contract or arrangement. Executive’s rights under this Section 4.7 shall be contingent upon Executive executing and not revoking a separation agreement in effect at the Company, plus (v) an amount equal form and substance substantially similar to the greater Separation Agreement and General Release of (x) Claims, attached hereto as Exhibit A and Executive’s return of Company property within the Incentive Bonus paid or earned but unpaid to Executive time period specified in respect the in the Separation Agreement and General Release of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested OptionsClaims; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409Aperiod begins in one calendar year and ends in a second calendar year, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments amounts shall instead be accumulated and paid begin to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms second calendar year no later than ten business days following the last day of this Section 6(c)such period.

Termination Without Cause or for Good Reason. If The Company may terminate Executive’s employment hereunder without Cause at any time, by providing Executive 30 days’ prior written notice of such termination. Such notice shall specify the Termination Event is effective date of the termination of Executive’s employment. The Executive may terminate her employment for Good Reason by providing 30 days’ prior written notice to the Company at any time during pursuant to Section 6(c). In the Employment Period event of the termination of Executive’s employment under this Section 7(c) without Cause or by the Executive at any time during the Employment Period for Good Reason, in each case prior to or more than 12 months following a Change-in-Control, then Executive shall be entitled toto payment of the Executive’s Accrued Payments within 30 days after such termination and, subject to the Executive’s compliance with Section 7(g), the payments and benefits described below: (i) any accrued but unpaid Base Salary through the date of terminationa separation allowance, plus payable in equal installments in accordance with normal payroll practices over an eighteen (ii18) the Pro Rated Bonus payable as soon as practicable month period beginning immediately following the date of termination, plusequal to one and a half (1.5) times the sum of (x) Executive’s then Base Salary and (y) the Executive’s then Target Bonus; (ii) any annual incentive bonuses earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date, due and payable in lump sum within seventy-five (75) days after the termination date; (iii) if employment termination occurs prior to the end of any accrued fiscal year, a pro rata annual incentive bonus for such fiscal year in which employment termination occurs (based on actual business days in such fiscal year prior to such employment termination, divided by the total annual business days in such fiscal year) determined and unpaid vacation pay, unreimbursed expenses or other benefits paid based on actual performance achieved for such fiscal year against the performance goals for that fiscal year no later than March 15 of the fiscal year following the fiscal year in which may be applicable to and owing in accordance with Company policies or applicable law, plusExecutive’s termination occurred; (iv) the Base Salary Company shall arrange for the Executive to continue to participate (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)through COBRA or otherwise), payable in accordance with on substantially the payroll practices then same terms and conditions as in effect at for the CompanyExecutive (including any required contribution) immediately prior to such termination, plus (v) an amount equal in the medical, dental, disability and life insurance programs provided to the greater Executive pursuant to Section 3(d) hereof until the earlier of (xi) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-18 month period beginning on the effective date of the termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination employment hereunder, or (ii) such time as the Executive is eligible to be covered by comparable benefit(s) of employment shall be paid in accordance with the terms a subsequent employer. The foregoing of this Section 6(c7(c)(iv) is referred to as “Benefits Continuation”. The Executive agrees to notify the Company promptly if and when she begins employment with another employer and if and when she becomes eligible to participate in any welfare plans, programs or arrangements of another employer; and (v) upon the sixtieth (60th) day following the date on which Executive’s employment pursuant to this Agreement is terminated (the “Termination Date”), a portion of any unvested stock option or restricted stock unit, granted to Executive pursuant to Section 5 herein shall vest, which portion shall be the number of shares equal to the number of shares that would have vested per the applicable award as of the one-year anniversary of the Termination Date had Executive remained continuously employed by Company through such date.

Termination Without Cause or for Good Reason. If In the Termination Event is termination by the event of a Change in Control, Company may terminate Executive's employment and this Agreement at any time during the Employment Period without Cause or by the cause, and Executive may terminate his/her employment and this Agreement at any time during for "good reason." (i) For purposes of this Section 8 of this Agreement only, Executive's termination shall be considered to have been for "good reason" if Executive's termination is by reason of the Employment Period occurrence of any of the following events following a "Change in Control" without Executive's express written consent: (a) Any material change in Executive's title, authorities, responsibilities (including reporting responsibilities) which represents an adverse change from his/her status, title, position, or responsibilities (including reporting responsibilities) which were in effect immediately prior to the Change in Control or from his/her status, title,position,or responsibilities (including reporting responsibilities) which were in effect following a "Change in Control" pursuant to Executive's consent; the assignment to him/her of any duties or work responsibilities which are inconsistent with such status, title, position or work responsibilities; or any removal of Executive from, or failure to reappoint or reelect him/her to any of such positions, except if any such changes are because of disability, retirement, death, or Cause; (b) A reduction in or failure to pay any portion of Executive's Annual Base Salary as in effect on the date of the Change in Control or as the same may be increased from time to time thereafter; (c) The relocation of Executive's office to a location more than thirty (30) miles from the location at which Executive performed his/her duties prior to the Change in Control, except for Good Reasonrequired travel on Company's business to an extent substantially consistent with his/her business travel obligations prior to the Change in Control; (d) The adverse and substantial alteration of the nature and quality of the office space within which Executive performed his/her duties prior to any "Change in Control" as well as in the secretarial and administrative support provided to Executive, provided, however, that a reasonable alteration of the secretarial or administrative support provided to Executive as a result of reasonable measures implemented by Company to effectuate a cost-reduction or consolidation program shall not constitute "good reason" under this Agreement; (e) The failure by Company to provide (until the expiration of this Agreement as set automatically modified as set out in Section 8A above) Executive with compensation and benefits (including, without limitation, incentive, bonus, and other compensation plans and any vacation, medical, hospitalization, life insurance, dental, or disability benefit plan), or cash compensation in lieu thereof, which are, in the aggregate, no less favorable than those provided by Company to Executive immediately prior to the occurrence of the said Change in Control; (f) Any breach by Company of any provision of this Agreement; and (g) The failure of the Company to obtain a satisfactory agreement from any successor or assign of Company to assume and agree to perform this Agreement. (ii) In the event of Executive's termination without cause or for "good reason' as set out in this subsection 8C, Executive will be entitled to be paid, within five (5) days of the Date of Termination, any unpaid salary, accrued but unpaid bonus, and accrued but unused and unpaid vacation. In addition, Executive shall be entitled toto the payments and benefits described in subsections 8C(ii)(a), (b), (c), and (d) below: (ia) any accrued but unpaid Base Salary through the date of termination, plus Within five (ii5) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as days of the date Date of termination) during the Severance Period (as defined Termination, a severance allowance in Section 6(l)), payable a lump sum in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the greater product of two (2) times the sum of Executive's Annual Base Salary as established pursuant to Section 3A of this Agreement. (b) Company shall maintain in full force and effect for the benefit of Executive and Executive's dependents and beneficiaries, at Company's expense (less the amount such individual would have paid for such coverage had his/her employment not terminated) until the earlier of (xa) the Incentive Bonus expiration of 24 months following the Date of Termination or (b) the effective date of Executive's employment on a substantially full-time basis by a new employer (whether as an employee, consultant or independent contractor), all medical insurance, under plans and programs in which Executive and/or Executive's dependents and beneficiaries participated immediately prior to the Date of Termination, provided that continued participation is possible under the general terms and provisions of such plans and programs. If participation in any such plan or program is barred, the Company shall arrange at its own expense (less the amount such individual would have paid for such coverage had his/her employment not terminated) to provide Executive with benefits substantially similar to those which he/she was entitled to receive under such plan and programs. (c) In the event it shall be determined that any payment or earned but unpaid benefit provided under this subsection 8C or pursuant to any stock option held by Executive (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986 ("Code"), or any similar or successor provision of the Code, or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, hereinafter collectively referred to as the "Excise Tax"), Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and the Excise Tax imposed upon the Gross- Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payment. Subject to subsection 8C(ii)(d) below, the determination of whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment shall be made by the nationally recognized certified public accounting firm retained at the time to provide the Company with external audit, opinions, and advice. The Accounting Firm shall provide detailed supporting calculations to Company and Executive within fifteen (15) business days of being requested by Executive to make a Gross-Up Payment determination. If the Accounting Firm determines that a Gross-Up Payment is required, the Gross-up Payment so determined shall be paid within five (5) days after the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall so advise Executive in respect writing. The Accounting Firm's determination shall be binding upon Company and Executive. If, following the exhaustion of Company's remedies under subsection 8C(ii)(d) below, Executive is required to pay an Excise Tax, the Accounting Firm shall make a determination of the prior fiscal year or amount of any underpayment in any previous Gross-Up Payment and any underpayment shall be paid promptly by Company to Executive. (yd) Executive shall notify Company in writing of any claim by the average Incentive Bonus paid or earned but unpaid Internal Revenue Service that, if successful, would require Company to Executive in respect of the three (3) previous fiscal years, payable make a Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of terminationtaxes with respect to such claim is due). If Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, plus Executive shall (viA) the continuation of all health benefits during the Severance Period at the same cost give Company any information reasonably requested by Company relating to Executive such claim, (B) take such action in connection with contesting such claim as though Executive continued his employment Company shall reasonably request in writing, including, without limitation, accepting legal representation with the respect to such claim by an attorney reasonably selected by Company, plus (viiC) the reimbursement by the cooperate with Company for up in good faith in order to $10,000 for the cost of outplacement services during the one year following the date of termination, plus effectively contest such claim and (viiiD) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period permit Company to exercise participate in any vested Optionsproceedings relating to such claim; provided, however, that Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this subsection 8C(ii)(d), Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option either direct Employer to pay the tax claimed and sue xxx a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Company shall determine; provided, however, that if Company directs Executive to pay such claim and sue xxx a refund, Company shall advance the amount of such payment to Executive on an interest-free basis, and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided, further that if Executive is required to extend the statute of limitations to enable Company to contest such claim, Executive may limit this extension solely to such contested amount. Company’s obligations 's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issues raised by the Internal Revenue Service or any other taxing authority. If, after the receipt by Executive of an amount advanced by Company pursuant to this subsection 8C(ii)(d), Executive becomes entitled to receive any refund with respect to such claim, Executive shall (subject to Company's complying with the requirements of this subsection 8C(ii)(d) promptly pay to Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company under Section 6(c)(vi) this subsection 8C(ii)(d), a determination is made that Executive shall terminate not be entitled to any refund with respect to such claim and Company does not notify Executive in writing of its intent to contest such denial of refund prior to the end expiration of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended thirty (“Section 409A”), and the payments described above do not satisfy any applicable exemptions30) days after such determination, then such payments advance shall be forgiven and shall not be made prior required to be repaid and the amount of such advance shall offset, to the first day following extent thereof, the sixamount of Gross-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may Up Payment required to be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c)paid.

Termination Without Cause or for Good Reason. If the Termination Event is termination by the Company at any time If, during the Employment Period without Period, the Employer shall Terminate Executive’s employment Without Cause or by the Executive at any time during the Employment Period shall Terminate Executive’s employment for Good Reason, Executive shall be entitled to:then in consideration of Executive’s services rendered prior to such Termination; (i) any accrued but unpaid 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 Date of terminationTermination to the extent not theretofore paid, plusand (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) the cash bonuses paid or payable to Executive 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 (“Prorated Bonus”); and (ii) if Executive is eligible for and timely and properly elects continuation coverage under the Pro Rated Bonus payable as soon as practicable following Consolidated Omnibus Budget Reconciliation Act of 1985, 29 U.S.C. §§ 1161 et seq. (“COBRA”), the date Employer shall reimburse the Executive monthly for the monthly COBRA premium paid by Executive for himself and his dependents for a period of termination, plus 18 months after the Termination Date (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be “COBRA Reimbursement”). If the Base Salary as terms of the date applicable plan documents do not allow the Employer to continue to provide COBRA coverage to Executive and his dependents beyond the expiration of termination) during the Severance Period (as defined statutorily-proscribed COBRA period, the Employer shall make monthly cash payments to Executive in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the greater of (x) monthly COBRA premium for coverage for Executive and his dependents for the Incentive Bonus paid or earned but unpaid to Executive in respect duration of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options18 month period; provided, however, that the CompanyEmployer’s obligations under Section 6(c)(vi) this subsection shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409Aon which Executive enrolls in a group health plan offered by another employer that provides substantially similar coverage; and (iii) for the Remaining Employment Period, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments Employer shall instead be accumulated and paid pay to Executive on monthly an amount equal to the first day of premiums necessary to provide benefits (other than medical and dental benefits covered by the seventh month following his termination of employment. All payments due COBRA Reimbursement in Section 8(a)(ii)) to Executive under this Section 6(c) after the six-month period following and/or Executive’s termination of employment shall be paid 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 welfare benefit plans of the successor employer as those Executive is receiving payment for under this item (iii), the Employer’s obligation to provide the payments under this item (iii) shall terminate on the date Executive enrolls in such benefits providing substantially similar coverage. 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 this Section 6(c)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 (iv) to the extent not theretofore paid or provided, the Employer shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided herein or which Executive is eligible to receive under any Welfare Benefit Plan.

Termination Without Cause or for Good Reason. If If, during the Termination Event period commencing on the Effective Date and ending on (but including) the one-year anniversary of a Change in Control, (i) the Executive’s employment is termination terminated by the Company at any time during the Employment Period without Cause (as defined below), or by (ii) the Executive at any time during the Employment Period resigns employment for Good ReasonReason (as defined below) (each, Executive shall be entitled toa “Qualifying Termination”), then subject to Section 3 and Section 4 below: (a) The Company will pay to the Executive within thirty (30) days of the date of the Qualifying Termination (or on such earlier date as is required by applicable law), (i) any accrued but unpaid Base Salary through the date of terminationbase salary amounts, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of terminationany accrued but unused vacation pay, plus and (iii) any accrued and unreimbursed business expenses incurred prior to the date of the Qualifying Termination. In addition, the Company will pay to the Executive any earned but unpaid vacation payannual performance award for the prior fiscal year at the time such annual performance awards are payable to employees of the Company generally, unreimbursed expenses or other benefits but in no event later than March 15 of the calendar year immediately following the calendar year in which may be applicable the Qualifying Termination occurs. (b) The Company will continue to and owing pay to the Executive, in equal installments in accordance with Company policies or applicable lawthe Company’s normal payroll practices, plus an amount equal to the Executive’s “Annual Rate of Base Salary” (iv) as defined below), for the Base Salary (which shall be the Base Salary as duration of the date of termination) during the Severance Period (as defined below) (the “Salary Continuation Payments”). “Annual Rate of Base Salary” shall mean the Executive’s annual base salary rate in Section 6(l))effect immediately prior to the Qualifying Termination 31605/1 53622653 or, payable in accordance the event of a resignation for Good Reason as a result of a material diminution in the Executive’s annual base salary rate, the Executive’s annual base salary rate in effect immediately prior to the reduction that gave rise to the grounds for Good Reason. The Salary Continuation Payments shall commence with the first payroll practices then in effect at date following the Company, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect effectiveness of the prior fiscal year or (y) Release required by Section 4 hereof, with the average Incentive Bonus first payment to include the amount of all Salary Continuation Payments that would have been paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following from the date of termination, plus (vi) the continuation Qualifying Termination had they commenced as of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Optionssuch date; provided, however, that in the Company’s obligations under Section 6(c)(vi) event the period to consider and, if applicable, revoke the Release plus the first regular payroll date thereafter spans two calendar years, the first such payment shall terminate prior to be made on the end later of the Severance Period if, during first regular payroll date of such second calendar year or the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by first payroll date following the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A effectiveness of the Internal Revenue Code Release, but in no event later than March 15 of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day calendar year immediately following the six-month period beginning on calendar year in which the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c)Qualifying Termination occurs.

Termination Without Cause or for Good Reason. If In the Termination Event is event of Executive’s termination of employment by the Company without Cause pursuant to Section 4(a)(iv) or by Executive for Good Reason pursuant to Section 4(a)(v), in addition to the Accrued Obligations, the Company shall, subject to Section 20 and Section 5(d) and subject to Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c): (i) Continue to pay to Executive Annual Base Salary during the period beginning on the Date of Termination and ending on the date that is eighteen (18) Fiscal Months following the Date of Termination (such period, the “Non-CIC Severance Period”) in accordance with the Company’s regular payroll practice as of the Date of Termination; provided, however, if Executive commences employment with a non-competitive business at any time during the Employment Period Non-CIC Severance Period, the Company’s Annual Base Salary payment obligations set forth herein shall be reduced on a dollar for dollar basis by Executive’s annual base salary at his subsequent employer. (ii) Pay to Executive an amount equal to (A) the amount of the Target Annual Bonus or 2024 Annual Bonus, as applicable, that would have been payable to Executive pursuant to Section 3(b) if Executive was still employed as of the applicable bonus payment date in respect of the Fiscal Year in which the Date of Termination occurs and without Cause or duplication of any amounts previously paid to Executive in respect of such Target Annual Bonus for the Fiscal Year of Executive’s termination, multiplied by (B) a fraction, the Executive at any time numerator of which is the number of full Fiscal Months elapsed during the Employment Period Fiscal Year (starting with the Fiscal Month in which the Effective Date occurs for Good ReasonFiscal Year 2024) and the denominator of which is the number of full Fiscal Months in the applicable Fiscal Year. Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(d), be paid to Executive in accordance with Section 3(b) as if Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than March 15, of the calendar year immediately following the calendar year in which the Date of Termination occurs. In the event the Date of Termination occurs prior to the applicable bonus payment date for any Target Annual Bonus or 2024 Annual Bonus, as the case may be, earned in the prior Fiscal Year, Executive shall be entitled to: (ito receive such Target Annual Bonus or 2024 Annual Bonus, as the case may be, in accordance with the terms set forth in Section 3(b) any accrued as if Executive was still employed on the applicable bonus payment date, but unpaid Base Salary through in no event prior to the applicable bonus payment date of termination, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plustherefor. (iii) Accelerate the vesting of a pro rata amount of any accrued unvested portion of an Annual Equity Award comprised of restricted stock units and unpaid vacation paythe Signing Restricted Stock Unit Award, unreimbursed expenses as applicable, that would have vested in the eighteen (18) month period beginning on the Date of Termination, with such pro rata amount calculated as the total number of unvested restricted stock units of the applicable Annual Equity Award or other benefits Signing Restricted Stock Unit Award, as applicable, multiplied by a fraction, the numerator of which may be is the number of full Fiscal Months elapsed during the applicable vesting period of such unvested portion of such Annual Equity Award or Signing Restricted Stock Unit Award prior to such Date of Termination, as applicable, and owing the denominator of which is the number of full Fiscal Months in accordance with Company policies the applicable vesting period of such Annual Equity Award or applicable lawSigning Restricted Stock Unit Award, plusas applicable. In the event of any such acceleration, the settlement shall occur within thirty (30) days following the acceleration date. (iv) Maintain Executive’s eligibility to receive a pro rata amount of any Annual Equity Award comprised of performance stock units and the Base Salary Signing Performance Stock Unit Award, as applicable, which performance measurement period will end over the eighteen (which shall be 18)-month period following the Base Salary Date of Termination, with such pro rata amount being calculated as the total number of unvested performance stock units of the date applicable Annual Equity Award or Signing Performance Stock Unit Award, determined based on actual performance as certified by the Compensation Committee, as applicable, multiplied by a fraction, the numerator of termination) which is the number of full Fiscal Months elapsed during the applicable vesting period of such unvested portion of such Annual Equity Award or Signing Performance Stock Unit Award prior to such Date of Termination, as applicable, and the denominator of which is the number of full Fiscal Months in the applicable vesting period of such Annual Equity Award or Signing Performance Stock Unit Award, as applicable. In such event, settlement shall occur within thirty (30) days following the Compensation Committee’s certification of the extent to which the performance goals have been achieved. (v) If, during the Non-CIC Severance Period (as defined in Section 6(l))Period, payable Executive elects to continue coverage under the Company’s group health plan in accordance with the payroll practices then Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage for Executive and any eligible dependents under the Company group health benefit plans in effect at which Executive and any dependents were entitled to participate immediately prior to the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided that Executive timely submits to the Company evidence of Executive’s payments made to the COBRA administrator, the Company will reimburse Executive for the Company, plus (v) ’s share of the premiums associated therewith in an amount equal to what the greater Company pays for the health insurance premiums of (x) other senior executive officers at the Incentive Bonus paid or earned but unpaid to Executive in respect Company. The COBRA health continuation period under Section 4980B of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment Code shall run concurrently with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Optionscontinued coverage set forth in this Section 5(b)(v); provided, however, that in the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, event Executive obtains other employment that offers group health benefits from a new employer that are substantially equivalent to those provided benefits, such continuation of COBRA coverage by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive Company under this Section 6(c5(b)(v) after shall immediately cease. (vi) As of the six-month period following Executive’s termination Date of Termination, the Company shall, at its expense, provide Executive with outplacement services from one or more organizations that are then offered by the Company from time to time for up to six (6) months from the Date of Termination or until employment shall be paid in accordance with the terms of this Section 6(c)is obtained, whichever occurs first.

Termination Without Cause or for Good Reason. If Subject to Executive’s execution and delivery of the Termination Event is termination “Release” described in Section 3.6(c) below as to subparagraphs (ii) through (v) inclusive, if Executive’s employment by the Company at any time during is terminated by the Employment Period Company without Cause or by the Executive at any time during the Employment Period for Good Reason, Executive shall will be entitled to: (i) any payment of all accrued but and unpaid Base Salary through the date of termination, plussuch termination in the Company’s normal payroll cycle; (ii) the Pro Rated Bonus payable as soon as practicable following the date of terminationa lump sum payment, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the paid within 45 days of Executive’s termination of employment, equal to Executive’s annual Base Salary as of the date of such termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus; (viii) an amount a lump sum payment, which shall be paid within 45 days of Executive’s termination of employment, equal to the greater of (xA) Executive’s target annual bonus for the Incentive Bonus paid or earned but unpaid to Executive in respect year of the prior fiscal year such termination, or (yB) the average Incentive Bonus paid or earned but unpaid to Executive in respect of his actual bonus as received for the last three completed fiscal years; and (iv) waiver of the three applicable premium otherwise payable by the Company if Executive were an active employee for COBRA continuation coverage for Executive (3and, to the extent covered immediately prior to the date of Executive’s termination, his spouse and dependents) previous fiscal yearswith respect to medical insurance for a period equal to 12 months (Executive shall pay his portion of the cost of such coverage as if Executive were still an active employee of the Company); and (v) a lump sum payment, which shall be paid within 45 days of Executive’s termination of employment, equal to the cost that would be incurred by the Company, as reasonably determined by the Company, to waive the applicable premium otherwise payable as soon as practicable for COBRA continuation coverage for Executive (and, to the extent covered immediately prior to the date of Executive’s termination, his spouse and dependents) with respect to dental insurance for a period of 12 months following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c)termination.

Termination Without Cause or for Good Reason. If In the Termination Event event that during the Employment Term the Executive's employment is termination terminated by the Company at any time during the Employment Period without Cause or by the Executive at any time during the Employment Period for Good Reason, the Company shall pay to the Executive shall the sum of the following amounts: (A) for a period of six months following the date of termination, the reasonable costs associated with executive outplacement services for the Executive, such reimbursement to be entitled to: made promptly upon presentation by the Executive of receipts for such services, (iB) any all amounts fully earned and accrued pursuant to the terms of this Agreement, but unpaid Base Salary hereunder through the date of termination, plus if any, in respect of Salary, Annual Bonus, Recovery Bonus (iifor purposes of clarity, the Recovery Bonus shall only be paid to the Executive pursuant to this Section 6(g)(i)(B) if the Pro Rated Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason on or after the Effective Date, but prior to the date the Recovery Bonus payable as soon as practicable following is paid to the Executive), Timing Bonus (for purposes of clarity, the Timing Bonus shall only be paid to the Executive pursuant to this Section 6(g)(i)(B) if the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason on or after the date on which the Company's Chapter 11 Plan is filed with the Bankruptcy Court, but prior to the date the Timing Bonus is paid to the Executive), and unreimbursed expenses, and (C) continuation of Executive's Salary (less any applicable withholding or similar taxes) at the rate in effect hereunder on the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies the Company's prevailing payroll practices, for a period of twenty four (24) months following the date of termination (the "Severance Term") and continuation for the Severance Term of any health or applicable law, plus other insurance benefits provided to the Executive (ivand/or his covered dependents) the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with Section 3(c) hereof. Notwithstanding any other provision in this Agreement or the payroll practices then in effect at the Company, plus (v) an amount equal to the greater terms of (x) the Incentive Bonus paid any severance plan or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement policy maintained by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior or its affiliates to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, furthercontrary, if the Company pays the Executive is a “specified employee” the severance benefit as defined provided in this Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”6(g)(i)(C), and the payments described above do not satisfy any applicable exemptions, then such payments Executive shall not be entitled to receive any other payments or benefits under any other severance or similar plan maintained by the Company or its affiliates. Any payment made prior with respect to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid Timing Bonus and/or Recovery Bonus pursuant to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment Agreement shall be paid in accordance with the terms of this Section 6(c)made without duplication.

Termination Without Cause or for Good Reason. If the Termination Event is termination Executive’s employment by the Company at any time during is terminated by the Employment Period without Company other than for Cause (and not due to Disability or death) or by the Executive at any time during the Employment Period for Good Reason, other than in circumstances described in Section 8(e), then the Company shall pay or provide the Executive shall be entitled towith the Accrued Amounts and subject to compliance with Section 11: (1) continued payment of the Executive’s Base Salary as in effect immediately preceding the last day of the Employment Term for a period of twelve (12) months following the termination date (the “Salary Severance Period”) in accordance with the Company’s ordinary payroll practices (for purposes of calculating the Executive’s severance benefits, the Executive’s Base Salary shall be calculated based on the rate in effect prior to any material reduction in Base Salary that would give the Executive the right to resign for Good Reason (as provided in Section 7(e)(1))); (2) if the Executive timely elects continued coverage under COBRA for himself and his covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue the Executive’s and his covered dependents’ health insurance coverage in effect on the termination date until the earliest of (i) any accrued but unpaid Base Salary through twelve (12) months following the termination date of termination, plus (the “COBRA Severance Period”); (ii) the Pro Rated Bonus payable as soon as practicable following date when the date of termination, plus Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date the Executive ceases to be eligible for COBRA continuation coverage for any accrued reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on the Executive’s behalf would result in a violation of applicable law (including but not limited to the 2010 Patient Protection and unpaid vacation payAffordable Care Act, unreimbursed expenses as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section 8(d)(2), the Company shall pay the Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Executive’s payment of COBRA premiums. Nothing in this Agreement shall deprive the Executive of his rights under COBRA or other ERISA for benefits which may be applicable to under plans and owing in accordance with Company policies or applicable law, plusarising under his employment by the Company. (iv3) in the event that the Executive’s employment is terminated after December 31 of any performance year, but prior to the Annual Bonus payment date for such performance year, the Executive shall receive: (i) the Base Salary (amount of the Annual Bonus as determined by the Board in good faith for the performance year immediately prior to the year in which shall be the Base Salary Executive’s termination occurs if the Company has not determined the amount of the Executive’s Annual Bonus as of the date of the Executive’s termination; or (ii) during the Severance Period (amount of the Annual Bonus as defined already determined by the Board in Section 6(l))good faith for the performance year immediately prior to the year in which the Executive’s termination occurs if the Company has already determined the amount of the Executive’s Annual Bonus as of the date of the Executive’s termination, payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable either case as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period a lump sum at the same cost time annual bonuses are paid to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end executives generally, but no later than March 15 of the Severance Period ifcalendar year immediately following the calendar year in which the Annual Bonus is being measured; 177505654 v5 6. (4) in the event that the Executive’s employment is terminated: (i) on or before the date Annual Bonus performance goals are established for the performance year in which the Executive’s termination occurs, the Executive shall receive a pro-rata portion of the Executive’s Target Bonus for the performance year in which the Executive’s termination occurs, with such pro-rata portion calculated based upon the number of days that the Executive was employed during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided such performance year divided by the Companytotal number of days in such performance year; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended or (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(cii) after the six-month period following date Annual Bonus performance goals are established for the performance year in which the Executive’s termination occurs (but on or before December 31 of employment such performance year), the Executive shall receive a pro-rata portion of the Executive’s Target Bonus for the performance year in which the Executive’s termination occurs, with such pro-rata portion calculated based upon the Executive’s achievement of performance goals as determined by the Board in good faith, payable in either case as a lump sum payment on the Company’s first ordinary payroll date occurring on or after the General Release effective date (namely, the date it can no longer be paid in accordance with the terms of this Section 6(c).revoked) or as soon thereafter as is reasonable practicable thereafter; and

Termination Without Cause or for Good Reason. If Upon (i) termination of the Termination Event is Executive's employment without Cause or (ii) voluntary termination by the Company at any time during Executive of the Employment Period without Cause or by the Executive at any time during the Employment Period Executive's employment for Good Reason, : (i) the Executive shall be entitled to: (i) any accrued but unpaid Base Salary through to receive, and the date Corporation shall pay to the Executive, in lieu of two years' notice of termination, plus the aggregate of the following amounts (less any deductions required by law): (A) if not theretofore paid, that portion of the Annual Base Salary earned by or payable to the Executive during the then current fiscal year of the Corporation for the period to and including the Date of Termination, together with all benefits payable to the Executive through to and including the Date of Termination under the terms of the Corporation's benefit plans, programs or arrangements as in effect immediately prior to the Date of Termination; (B) a pro rated portion of the Executive's Target Bonus calculated by multiplying (1) the Target Bonus by (2) a fraction, the numerator of which is the number of days in the applicable fiscal year through to and including the Date of Termination and the denominator of which is 365; and (C) a lump sum payment in cash equal to two times the sum of (1) the Annual Base Salary at the Date of Termination, and (2) the Executive's Target Bonus; (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (ivA) the Base Salary (which Corporation shall be maintain in full force and effect, for the Base Salary as continued benefit of the date Executive and the Executive's family, until two years after the Date of termination) during Termination, all life insurance, medical, dental, health and accident and disability plans, programs or arrangements in which the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal Executive was entitled to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate participate immediately prior to the end Date of Termination (or in the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided case of voluntary termination by the Company; provided, furtherExecutive for Good Reason upon or following a Change in Control as a result of a reduction in benefits, if Executive is a “specified employee” more favourable to the Executive, such coverage and terms as defined were in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made effect immediately prior to the first day following Change in Control) at a cost to the six-month period beginning on Executive no greater than that which the date Executive paid while employed, provided that the Executive's continued participation is possible under the general terms and provisions of termination of employment if such payments would otherwise violate Section 409Aplans and programs. In the event that the Executive's participation is barred, Department of Treasury regulations and other interpretive guidance issued thereunderthe Corporation shall arrange to provide the Executive, including without limitation any at the Corporation's expense, with benefits substantially similar to those which the Executive is entitled to receive under such regulations plans, programs or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c).arrangements; or

Termination Without Cause or for Good Reason. If Subject to Section 18, if the Termination Event Executive's employment is termination terminated: (i) by the Company at any time during the Employment Period without Cause other than for Cause, death or Disability, or (ii) by the Executive at any time during the Employment Period for Good ReasonReason (as defined above), the Executive shall be entitled to: to receive a lump sum cash payment specified herein (i) any accrued but unpaid Base Salary through the date of termination"Severance Payment"), plus provided that (iiA) the Pro Rated Bonus payable as soon as practicable Executive has executed and delivered to the Company (no later than the thirtieth (30th) day following the date on which his employment terminated), and has not revoked, a general release of terminationthe Company and its affiliates in a form reasonably satisfactory to the Company in the form attached hereto as Schedule C (to be updated at the time of termination of employment to reflect the terms of this Agreement) and (B) the Executive is in compliance with the requirements of Section 4. The Severance Payment shall be paid, plus less applicable taxes, on the thirtieth (iii30th) any accrued and unpaid vacation pay, unreimbursed expenses day following the date on which the Executive's employment terminated (or other benefits which such later date as may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which required by Section 18). The Severance Payment shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the greater amount of (x) the Incentive Bonus paid or earned but unpaid to Executive Executive's Annual Base Salary in respect effect as of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment with the Company. Subject to the execution, delivery and nonrevocation of a general release as required herein, in addition to the Severance Payment, the Executive shall be entitled to receive a bonus for the year in which the termination of employment occurs. The amount of such bonus shall be determined and payable as if such payments would otherwise violate Section 409AExecutive continued employment for the applicable year, Department in accordance with Schedule A. Subject to the Executive’s timely election of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after continuation coverage under the Effective Date Consolidated Omnibus Budget Reconciliation Act (“Section 409A GuidanceCOBRA”), the Company shall reimburse the Executive the cost of such continuation coverage for the twelve (12) and such payments shall instead be accumulated and paid to Executive on month period following the first day date of the seventh month following his your termination of employment. All payments due Further, the Executive under this Section 6(c) after shall be entitled to all Annual Base Salary and all Benefits accrued through the six-month period following Executive’s date of termination (less applicable taxes), any bonus owed and not yet paid for the year prior to termination of employment employment, any accrued but unused vacation, and any vested and earned but unpaid awards under the Company's stock incentive plans and other stock or incentive awards as set forth in such plans or as set forth in this Agreement. Such accrued compensation shall be paid in accordance with the terms Company's ordinary payment practices and, in any event, on or prior to the fifteenth (15th) day of this Section 6(c)the third (3rd) calendar month following the end of the calendar year in which the date of termination occurs.

Termination Without Cause or for Good Reason. If the Termination Event is termination by the The Company may terminate Executive's employment hereunder without Cause at any time during time. Such notice shall specify the Employment Period effective date of the termination of Executive's employment. The Executive may terminate his employment for Good Reason by providing 30 days' prior written notice to the Company. In the event of the termination of Executive's employment under this Section 6(c) without Cause or by the Executive at any time during the Employment Period for Good Reason, in each case prior to or more than 24 months following a Material Change (as defined in the Everest Reinsurance Group, Ltd. Senior Executive Change of Control Plan, as amended and restated effective January 1, 2009), then Executive shall be entitled to: (i) any accrued but unpaid Base Salary through payment of the date of termination, plusAccrued Payments; (ii) the Pro Rated Bonus a separation allowance, payable as soon as practicable in equal installments in accordance with normal payroll practices over a 12 month period beginning immediately following the date of termination, plusequal to (2) times the sum of the Executive's then Base Salary; (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plusannual incentive bonuses earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date; (iv) all of Executive's then unvested restricted stock or restricted stock units will continue to vest to the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable extent any such equity award would have vested in accordance with its terms in the payroll practices then 12 month period immediately following such termination date, conditioned on the Company receiving from Executive the release of claims referred to in effect at the Company, plusSection 6(g) below; (v) an the Company shall arrange for the Executive to continue to participate on substantially the same terms and conditions as in effect for the Executive (including any required contribution) immediately prior to such termination, in the disability and life insurance programs provided to the Executive pursuant to Section 5(a) hereof until the earlier of (i) the end of the 12 month period beginning on the effective date of the termination of Executive's employment hereunder, or (ii) such time as the Executive is eligible to be covered by comparable benefit(s) of a subsequent employer. The foregoing of this Section 6(c)(v) is referred to as "Benefits Continuation". In addition, the Company agrees to pay Executive a lump sum cash payment in order to enable Executive to pay for medical and dental coverage (through COBRA or otherwise) that is comparable to the medical and dental coverage in effect for Executive (and his dependents, if any) immediately prior to his termination of employment, with such cash amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect cost of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company premiums for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity such coverage that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period apply if Executive were to exercise any vested Options; provided, however, that elect COBRA continuation coverage under the Company’s obligations under Section 6(c)(vi) shall terminate prior to medical and dental plans following his termination of employment and continue such coverage for the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-12 month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his Executive’s termination of employment. All payments due The Executive under this Section 6(c) after agrees to notify the six-month period following Executive’s termination Company promptly if and when he begins employment with another employer and if and when he becomes eligible to participate in any benefit or other welfare plans, programs or arrangements of employment shall be paid in accordance with the terms of this Section 6(c)another employer.

Termination Without Cause or for Good Reason. If the Termination Event is termination by Company shall terminate Executive’s employment for any reason other than for Cause, or pursuant to Paragraph 11 or Executive shall terminate his employment with the Company at any time during the Employment Period without Cause or by the Executive at any time during the Employment Period for Good ReasonReason (as hereinafter defined) pursuant to Paragraph 14, then in addition to any approved unreimbursed business expenses and other Executive benefits through the date of termination (as discussed above), Executive shall be entitled to:to receive, as severance and damages and in exchange for a general release in favor of the Company and other members of the Group and the promises made by Executive hereunder the following (without duplication): (ia) any accrued but unpaid Base Salary through upon the date of termination, plustermination of employment a sum equal to 12 months’ Base Salary at the then current rate; (iib) the Pro Rated Bonus payable as soon as practicable following upon the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as termination of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) employment an amount equal to the greater unpaid Pension Sum for the year in which termination occurs pro rated to the date of termination plus an amount equal to the Pension Sum for an additional 12 months payable in the manner and as calculated in accordance with subparagraph 3(a) above; (xc) the Incentive Bonus paid or earned but unpaid to Executive in respect continuation of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect your medical insurance and life insurance for a period of the three (3) previous fiscal years, payable as soon as practicable 12 months following the date of terminationtermination of employment on the terms applicable immediately prior thereto or, plusif it is not reasonably practicable for the Company to continue to provide such benefits, payments to enable you to purchase similar benefits on broadly comparable terms; (vid) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if a sum equivalent to your unpaid car allowance (as set forth in subparagraph 3(c)) for such payments would otherwise violate Section 409Ayear; (e) outplacement counseling services in an amount of $15,000 payable by the Company; (f) your bonus applicable to the year in which the date of termination occurs, Department pro rated to the date of Treasury regulations and termination, payable at the same time as bonuses to other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after participants in the Effective Date relevant bonus scheme are paid in respect of the fiscal year in which termination of employment occurs; and (“Section 409A Guidance”g) and such payments shall instead be accumulated and paid to Executive on the first day date of the seventh month following his termination of employment, a sum equal to the target bonus (using the formulas applicable for the year in which the date of termination occurs and assuming the target for such year is met) but in no event less than 84% of your then Base Salary. All payments For the purposes of the bonus due Executive under this Section 6(csubparagraphs 12(f) after the six-month period following Executive’s termination of employment and 12(g), you shall be treated no less favorably than other executives of your status in respect of the level of bonus paid in accordance to you. For the avoidance of doubt insofar as the bonus provisions of this Paragraph conflict with the provisions of any applicable bonus scheme, the terms of this Section 6(c)Paragraph shall prevail.

Termination Without Cause or for Good Reason. If the Termination Event is termination your employment by the Company at any time during is terminated by the Employment Period Company without Cause or by the Executive at any time during the Employment Period you for Good Reason, Executive shall be entitled to: the Company will pay or provide you with (ix) any accrued Accrued Benefits; and (y) subject to your compliance with the obligations in paragraphs 8 and 9 hereof: (1) continued payment of your base salary (but unpaid Base Salary through not as an employee) in accordance with the usual payroll practices of the Company for the greater of (A) a period equal to the period between the date of terminationtermination and the end of the Employment Term or (B) a period equal to six months following such termination (the “Severance Period”); (2) at the time bonuses are typically paid to employees, plus a pro-rata portion of the Bonus for the fiscal year in which your termination occurs based on actual results for the plan year (iidetermined by multiplying the amount of the Bonus which would be due for the full fiscal year by a fraction, the numerator of which is the number of days during the fiscal year of termination that you are employed by the Company and the denominator of which is 365); (3) subject to (A) your timely election of continuation coverage under the Pro Rated Bonus payable Consolidated Budget Omnibus Reconciliation Act of 1985, as soon amended (“COBRA”) and (B) your continued copayment of premiums at the same level and cost to you as practicable following if you were an employee of the date Company (excluding, for purposes of terminationcalculating cost, plus (iii) any accrued an employee's ability to pay premiums with pre-tax dollars), to the extent permitted under applicable law and unpaid vacation paythe terms of such plan, unreimbursed expenses or other benefits continued participation during the Severance Period in the Company's group health plan which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary covers you as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect termination at the Company's expense (other than the aforementioned premiums), plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company provided that you are eligible and remain eligible for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested OptionsCOBRA coverage; provided, however, that in the event that you obtain other employment that offers substantially similar or improved group health benefits, such continuation of coverage by the Company under this sub-paragraph shall immediately cease; and (4) immediate vesting and exercisability of all outstanding stock options to purchase shares of the Company’s obligations under Section 6(c)(vi's common stock. Payments or benefits provided in this paragraph 7(b) shall terminate prior to the end be in lieu of any termination or severance payments or benefits for which you may be eligible under any of the Severance Period ifplans, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by policies or programs of the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c).

Termination Without Cause or for Good Reason. If Subject to the Termination Event is termination terms and conditions of eligibility for Executive’s receipt of severance benefits under this Agreement, including the timely execution and delivery (and non-revocation) by Executive of the Separation Agreement and General Release as set forth in SECTION 6.10, the Company at any time during the Employment Period without Cause or by the Executive at any time during the Employment Period for Good Reasonshall pay to Executive, Executive shall be entitled toas severance benefits: (i) any accrued but unpaid An amount equal to his current annualized Base Salary through which shall be paid to Executive on a salary continuation basis according to the Company’s normal payroll practices over the 12 month period following the date of terminationthe Executive incurs a Separation from Service, plusbut in no event less frequently than monthly. (ii) An amount equal to the Pro Rated Executive’s Target Bonus payable as soon as practicable following the date of termination, plus referenced in SECTION 2.1(b) (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the based upon his Base Salary as of the date of termination) during which shall be paid to Executive when the Severance Period Annual Cash Bonus for such year is paid to other executives of the Company. (iii) Subject to (1) the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as defined in Section 6(l)amended (“COBRA”), payable and (2) the Executive’s continued copayment of premiums at the same level and cost to the Executive as if 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), continued participation in accordance with the payroll practices then in effect Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for a period of six (6) months at the Company’s expense, plusprovided that the Executive is eligible and remains eligible for COBRA coverage. The Company may modify its obligation under this SECTION 3.4(a)(ii) to the extent reasonably necessary to avoid any penalty or excise taxes imposed on it in connection with the continued payment of premiums by the Company under the Patient Protection and Affordable Care Act of 2010, as amended. (iv) The Company shall accelerate the vesting of the Executive’s then- outstanding and unvested stock options, stock appreciation rights, restricted stock units or shares, performance stock units or any other Company equity compensation awards, to the extent that such awards would have vested solely upon the Executive’s continued employment, such that one hundred percent (100%) of such awards become vested in full. (v) In addition to the benefits described in SECTION 3.4(a)(i), (ii) and (iii), in the event that there is a Change in Control of the Company and (1) the successor fails to assume and continue this Agreement, or (2) within six (6) months after the Change in Control (a) the successor terminates Executive without Cause, or (b) Executive terminates for Good Reason, the Company shall (I) accelerate the vesting of the Executive’s then-outstanding and unvested stock options, stock appreciation rights, restricted stock units or shares, performance stock units or any other Company equity compensation awards, to the extent that such awards would have vested solely upon the Executive’ s continued employment, such that one hundred percent (100%) of such awards become vested in full, (II) continue Executive’s Base Salary, as provided under SECTION 3.4(i) for 24 months rather than 12 months, and (III) pay Executive an amount equal to the greater Executive’s Target Bonus (under SECTION 2.1 (b), based upon his Base Salary as of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments which amount shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on when the first day of Company pays the seventh month following his Annual Cash Bonus for the calendar year that commences immediately after Executive’ s termination of employment. All payments due (and for clarity, shall be in addition to the Target Bonus paid to Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c3.4(ii)­ such that Executive receives two Target Bonuses).

Termination Without Cause or for Good Reason. If the Termination Event is termination by the Company at any time during the Employment Period Term, the Company terminates Executive’s employment without Cause or by Executive terminates his employment with the Executive at any time during the Employment Period Company for Good Reason, then the Company, provided that Executive executes and timely provides a release and covenant not to sxx in a form reasonably satisfactory to the Company (in the form attached hereto as Exhibit A), shall be entitled topay to Executive the following: (i) any accrued but unpaid A. An amount equal to Executive’s Annual Base Salary earned through the date of termination, plus (ii) termination of employment with the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) Company and a lump sum payment for any accrued and unpaid 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. B. Xxxxxxxxx payments equal to, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable lawthe aggregate, plus two (iv2) the years of Executive’s Annual Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at (reduced by any required withholding) in twenty-four (24) equal installments on the Companyfirst pay day of each month following Executive’s termination, plus (v) an amount equal beginning on the first pay day of each month following the month in which such termination occurs. If Executive is eligible to the greater of (x) the Incentive Bonus receive severance payments under this Section 3(d)(ii), then such severance payments shall continue to be paid or earned but unpaid to Executive in respect regardless of the prior fiscal year or (y) fact that the average Incentive Bonus paid or earned but unpaid to Executive in respect Agreement terminates following commencement of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Optionssuch payments; provided, however, that in the Companyevent of Executive’s obligations under Section 6(c)(vi) shall terminate death prior to the end receipt of the Severance Period ifall payments, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such remaining payments shall not be made prior to the first day following the six-month period beginning Executive’s estate. C. If, on the date of termination of employment if such payments would otherwise violate Section 409Atermination, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on Company sponsors a medical plan for the first day benefit of the seventh month following 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. All payments due Executive under this Section 6(c, until the earlier of: (i) after the sixlast day of the twenty-fourth (24th) month period following Executive’s termination of employment or (ii) the 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 paid solely responsible for payment of the entire premium for such coverage. All benefits (other than those with respect to which continuation is required by law) under this Section 3(d)(ii) shall cease no later than the death of Executive. D. The payments provided in accordance with this Section 3(d)(ii) shall represent the terms sole remedy for any claim Executive may have arising out of termination of this Section 6(c)Agreement by the Company without Cause or by Executive for Good Reason.

Termination Without Cause or for Good Reason. If In the Termination Event event Employee’s employment is termination terminated by the Company at any time during the Employment Period without Cause or by the Executive at any time during the Employment Period Employee for Good Reason, Executive Employee shall be entitled toto accrued and unpaid compensation through the Termination Date. In addition, provided Employee signs, does not revoke, and delivers to Company, within seven (7) days following the Termination Date, a general release and waiver in a form acceptable to the Company, attached hereto as Exhibit A (the “Severance Conditions”), Employee shall receive the following severance package: (i) a severance payment equivalent to Employee’s then current base annual salary, less applicable withholding and deductions, paid in equal installments over a one-year period on Company’s regular paydays, with the first such installment payment made on the first payday following the Termination Date, provided, however, that Employee agrees to refund to the Company any accrued but unpaid Base Salary through and all severance payments if the date of termination, plusSeverance Conditions are not met; and (ii) the Pro Rated Bonus payable as soon as practicable premiums required to continue Employee’s group health care coverage for a period of twelve (12) months following the date Termination Date, under the applicable provisions of termination, plusthe Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) provided that Employee elects to continue and remains eligible for these benefits under COBRA; and (iii) any accrued the acceleration of vesting of stock options and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable equity awards with respect to and owing in accordance with Company policies or applicable law, plussuch shares that would have vested following the Termination Date; and (iv) the Base Salary Bonus, determined as follows: (which A) any unpaid Bonus (including full discretionary components thereof) relating to completed bonus periods preceding the Termination Date (for example, (i) if Employee is terminated in January, prior to the payment of bonuses related to the preceding fiscal year, Employee shall be entitled to the payment of the Bonus related to such preceding year and (ii) if Employee is terminated in July, prior to the payment of bonuses related to the preceding fiscal quarters, Employee shall be entitled to the payment of the Bonus related to such preceding quarters), if any; plus (B) the Bonus within the Applicable Bonus Plan (as defined below) that the Employee would have received at one hundred percent (100%) of performance targets (including full discretionary components thereof) as if the Employee had continued working for the Company throughout the twelve (12) month period following the Termination Date (the “Forward Bonus”). The “Applicable Bonus Plan” shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices Company’s bonus plan then in effect at if such plan contemplates the CompanyEmployee or, plus if no bonus plan is then in effect that contemplates the Employee, the bonus plan for the immediately preceding bonus period. The unpaid Bonus described in subsection (vA) an amount equal to above shall be payable on the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable first payday following the date of terminationTermination Date, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior Employee agrees to refund to the end of Company any and all unpaid Bonus payments described in subsection (A) above if the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that Conditions are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”)not met, and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment Forward Bonus shall be paid payable in accordance with the terms of this Section 6(c)12 equal monthly installments.

Termination Without Cause or for Good Reason. If In the Termination Event is termination by event that, during the Term, (i) the Company at any time during the Employment Period terminates Executive’s employment without Cause or by Executive terminates his employment for Good Reason or (ii) Executive terminates his employment with the Executive at any time Company during the Employment Period for Good Reason10-day period following expiration of the Term due to the Company delivering a Notice of Non-Renewal, Executive shall be entitled toto the Accrued Amounts and the following payments and benefits in lieu of any payments or benefits under any severance program or policy of the Company or its Affiliates: (iA) any accrued but unpaid Base Salary through the date payment of termination, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the sum of (X) Executive’s Base Salary (excluding any reductions thereto that serve as the basis for a termination for Good Reason or, if Executive terminates for Good Reason pursuant to clause (A) of the definition thereof, any reductions implemented in connection with the Executive becoming Chief Operating Officer) and (Y) Target Bonus for the year of termination, such amount to be paid in equal installments over the one-year period following Executive’s Date of Termination in accordance with the Company’s payroll practices; (B) continued coverage for a period of twelve (12) months commencing on the Date of Termination or until Executive receives comparable coverage (determined on a benefit-by-benefit basis) from a subsequent employer for Executive (and his eligible dependents, if any) under the Company’s health plans (including medical and dental) and life insurance plans on the same basis as such coverage is made available to executives employed by the Company (including, without limitation, co-pays, deductibles and other required payments and limitations); and (C) immediate vesting of the greater of (xi) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive unvested Equity Awards that would have vested during in the Severance Period, plus twelve (ix12) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s Date of Termination and (ii) 50% of the unvested Equity Awards, with all vested options and stock appreciation rights remaining exercisable for the shorter of their originally scheduled respective terms and one year following Executive’s Date of Termination; provided that if a termination of employment shall be paid in accordance under this Section 4(b) occurs before and with the terms cooperation of this Section 6(c)the acquirer or merger partner in the Change in Control or during the twenty-four (24) month period following a Change in Control, all of the Equity Awards shall fully vest and all outstanding options and stock appreciation rights shall remain exercisable for their originally scheduled respective terms.