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

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall: (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”).

Termination Without Cause or Resignation for Good Reason. If the ExecutiveIf (1) Company terminates Employee’s employment with during the Company is terminated by the Company (Initial Term other than for Cause, (a) due to Employee’s death or Disability or death(b) for Cause (as defined below); or the Executive (2) if Employee resigns from Employee’s employment for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall: (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under during the terms by which such amounts were or are deferred)Initial Term, Employee shall receive the Accrued Amounts on the Date of Termination and, in each case of clauses addition, subject to the Severance Conditions below, (i) through Company shall provide a severance payment equal to three (iv3) through months of Employee’s salary as of the Date of Termination (collectively, the “Accrued ObligationsSeverance Payment”); , divided and paid in equal installments over a period of three (b3) continue to provide to the Executive months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), and (ii) the Company will reimburse Employee for COBRA premiums (at the coverage levels and at the Company-paid rate in effect immediately prior to such termination) for Employee and Employee’s ordinary payroll practices, covered dependents until the Executive’s base salary for a period earliest of time after (A) the date that is three (3) months following the Date of Termination equal Termination, (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage in connection with new employment (the “COBRA Benefit”). Company’s obligation to 12 months pay Employee the Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction of the following (the “Severance PeriodConditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”), with payments beginning as provided in 4.4 below; ; and (c2) if and while on or before the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B effective date of the Code (“COBRA”)Release, the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of Employee must have (i) the end reconfirmed Employee’s agreement to abide by all of the Severance Period or surviving provisions of this Agreement and any other agreement between Employee and Company, (ii) agreed to cooperate in the date transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the Executive’s COBRA continuation coverage expirespersonal and/or business reputations, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable lawpractices, in which case this benefit will not apply; and (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement conduct of the Company (collectively, the “Other Benefits”)or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguished.

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability without Cause or death) or if the Executive resigns Resigns for Good Reason during the TermReason, then the Executive shall be entitled to receive the following benefitspayments, subject to complianceand conditioned upon Executive’s compliance with Section 4(d), where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shallbelow: (a) pay to the Executive in a lump sum (i) any unpaid base salary Annual Performance Bonus that had been awarded for the preceding fiscal year but not yet paid, which Annual Performance Bonus shall be payable at the same time and in the same manner as those paid to other similarly situated executives, but in any event no later than March 15th of the calendar year following the year in which the Executive’s termination occurs; (ii) a severance payment equal to 12 months of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to ’s Base Salary then in effect under Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred2(a), payable in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive equal installments in accordance with the Company’s ordinary regular payroll practices, practices commencing with the first payroll period following the Executive’s base salary for a execution and non-revocation of the Release (as defined in Section 4(d)); (iii) during the 12-month period of time commencing immediately after the Date of Termination equal and subject to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s timely and proper election of COBRA continuation benefits, monthly reimbursement to the Executive for the costs of maintaining coverage expiresfor health benefits at the Executive’s current levels of benefits in effect immediately prior to the Date of Termination (including family coverage, unless if such coverage was in effect immediately prior to the Company’s providing payments for COBRA will violate Date of Termination) under COBRA, payable in accordance with the nondiscrimination requirements terms of applicable lawSection 4(e), in which case this benefit will not applybelow; and (div) if (x) the Date of Termination occurs after March 31st of the applicable year in which the Executive ceases to be employed by the extent not previously Company, (y) the Company is on plan with the budget approved by the Board for such fiscal year and (z) the Compensation Committee recommends that the Executive be paid or provideda pro rata bonus, then the Company shall timely pay or provide a bonus, based on actual performance and prorated for the portion of the fiscal year the Executive was employed prior to the Executive Date of Termination, payable at the same time and in the same manner as those paid to other similarly situated executives, but in any other amounts or benefits required to be paid or provided or event no later than March 15th of the calendar year following the year in which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)occurs.

Termination Without Cause or Resignation for Good Reason. If the Company terminates Executive’s employment with the Company is terminated by the Company involuntarily without Cause (other than for Cause, Disability excluding any termination due to death or deathDisability) or the Executive resigns for Good Reason during Reason, then, subject to the Termlimitations of Sections 7 and 8 below, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall: (a) pay to the Executive in a lump sum receive: (i) any unpaid base salary continuing severance pay at a rate equal to one hundred percent (100%) of the Executive’s Base Salary, as then in effect (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferredless applicable withholding), in each case for a period of clauses twelve (i12) through (iv) through months from the Date date of Termination (collectivelysuch termination, the “Accrued Obligations”); (b) continue to provide to the Executive paid in accordance with the Company’s ordinary normal payroll practices; (ii) to the extent not already earned and accrued, the a lump sum equivalent to one hundred percent (100%) of Executive’s base salary EIP bonus as in effect at the time of the applicable termination or resignation, less applicable withholding, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company (for a period avoidance of time after doubt in no case would Executive be entitled to more than one EIP bonus payment under the Date terms of Termination equal this provision); (iii) accelerated vesting of Executive’s outstanding Company service-based restricted stock units that would have vested had Executive remained employed by the Company for twelve (12) months following the termination date, and subject to 12 months any required approval by the Committee, such approval not to be unreasonably withheld; and (the “Severance Period”), with payments beginning as iv) provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and timely elects to participate in healthcare continuation health coverage under Section 4980B the Consolidated Omnibus Budget Reconciliation Act of the Code 1986 (“COBRA”), Company reimbursement of Executive for, or direct payment of, Executive’s COBRA premiums (at the Company will continue coverage level in effect immediately prior to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage Executive’s termination) until the earlier of twelve (i12) months following the end of the Severance Period termination date or (ii) the date Executive becomes covered under similar plans. If the Executive’s Company determines, in its sole discretion, that it cannot provide the foregoing benefit related to COBRA continuation coverage expirespremiums without potentially violating, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of or being subject to an excise tax under, applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or provided, the Company shall timely pay will instead provide a taxable monthly payment of an equivalent amount, which will be made regardless of whether Executive elects COBRA and continue until the earlier of twelve (12) months following termination or provide to the date Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment becomes covered under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)similar plans.

Termination Without Cause or Resignation for Good Reason. If If, during the Term, the Executive incurs a “separation from service” from the Company (within the meaning of Section 409A(a)(2)(A)(i) of the Code and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) by reason of a termination of the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or deathwithout Cause pursuant to Section 3(a)(iv) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled pursuant to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims3(a)(v), the Company shall, subject to the Executive signing and not revoking, within thirty (30) days following the Separation from Service, a release of claims in substantially the form attached hereto as Exhibit A: (ai) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, in equal installments over the twelve (ii12) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through month period following the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary regular payroll practicespractice, an amount equal to the Executive’s base salary Annual Base Salary that the Executive would have been entitled to receive if the Executive had continued his employment hereunder for a period of time after twelve (12) months following the Date of Termination equal to 12 months Termination, which amounts shall be payable commencing on the Company’s first payroll date occurring on or after the 30th day following the Separation from Service (the “Severance PeriodFirst Payroll Date”), with payments beginning as provided and any amounts that would otherwise have been paid pursuant to this Section 4(b)(i) prior to such payroll date shall be paid in 4.4 below; (c) if and while a lump-sum on the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not applyFirst Payroll Date; and (dii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required a lump-sum amount equal, as determined by the Company, to be paid or provided or which the total aggregate annual premium costs for group medical, dental and vision benefit coverage for the Executive is eligible to receive following and the Executive’s termination spouse and dependents, in each case, as in effect with respect to each such individual immediately prior to such Separation from Service, which payment shall be made on the First Payroll Date and which payment may be applied by the Executive, in his discretion, to the purchase of employment under comparable coverage. For the avoidance of doubt, the payment described in this Section 4(b)(ii) shall be subject to withholding of any planfederal, programstate, policy, practice, contract local or agreement of foreign withholding or other taxes or charges which the Company (collectively, the “Other Benefitsis required to withhold.”).

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability without Cause or death) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claimsReason, the Company shall:shall pay Executive the Accrued Compensation and shall provide the additional payments and benefits set forth in this Section 5(c). As a condition to such additional payments and benefits, Executive must execute a full release of claims in a form satisfactory to the Company (the “Release”), which Release shall not be revoked and shall become fully effective and irrevocable within sixty (60) days of Executive’s termination, or such earlier deadline required by the Release (such deadline, the “Release Deadline”). (ai) The Company shall pay to Executive, on the Executive in Release Deadline, a lump sum amount (iless applicable payroll deductions) any unpaid base salary equal to (A) one (1) times his then current Base Salary, and (B) one (1) times his then current target bonus for the fiscal year in which such termination occurred as if the Company and Executive had fully achieved all applicable performance goals at their target level and remained employed through the date necessary to receive and fully earn payment of the Executive, such bonus. (ii) any accrued but unused and unpaid vacation pay The vesting of the Executiveall outstanding stock options, (iii) any earned and unpaid bonuses of the Executiverestricted stock units, and (iv) the amount of any unpaid restricted stock or other compensation previously deferred based equity awards then held by the Executive (together with any accrued interest or earnings thereonthe “Equity Awards”) (provided that this clause (iv) shall not cause accelerated payment of amounts are subject to Section 409A (as defined below) time-based vesting shall be accelerated so that the number of shares vested under such Equity Awards shall equal that number of shares that would have been vested if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue Executive had continued to provide render employment services to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary Company for a period of time after twelve (12) continuous months following the Date date of Termination equal Executive’s termination. The vesting of Equity Awards that are subject to 12 months (performance-based vesting shall accelerate only to the “Severance Period”), with payments beginning as extent provided in 4.4 below;the applicable award agreement. In addition, the period following such termination in which vested stock options or similar Equity Awards may be exercised shall be not be less than three (3) months following such termination. (ciii) Until the earlier of six (6) months following the date of termination or the date Executive becomes eligible for group health insurance coverage through a new employer, if and while the Executive and his or her family qualifies for and elects to participate in continuation continue health insurance coverage under Section 4980B the Consolidated Budget Reconciliation Act of the Code 1985, as amended (“COBRA”), then so long as Executive is paying COBRA premiums, and beginning in the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the month following Executive’s COBRA continuation coverage expirestermination (or, unless if later, the Company’s providing Release Deadline, with a catch-up payment for payments for COBRA will violate deferred pending the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or providedRelease Deadline), the Company shall timely pay or provide Executive a monthly payment equal to the Executive amount that was paid by the Company for such coverage as of the date of termination and any other amounts or benefits increases in such premiums during such period that may be required to maintain the same level of coverage. Executive shall be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under responsible for filing any plannecessary paperwork for COBRA coverage, program, policy, practice, contract or agreement of paying all premiums and providing the Company (collectively, the “Other Benefits”)with appropriate evidence of such premium payments.

Termination Without Cause or Resignation for Good Reason. If the Executive’s -------------------------------------------------------- Employee's employment with the Company is terminated by the Company without cause (other than for Cause, Disability and not as a result of Employee's death or deathdisability) or the Executive if Employee resigns for Good Reason during the TermReason, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding and if Employee signs a general release of claimsknown and unknown claims in the form attached hereto as Exhibit A, Employee will receive a severance package consisting of the Company shallfollowing: (a) pay to the Executive in a lump sum (i) any unpaid Continued payment of Employee's base salary of (the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred"Severance Payment"), in each case at the final rate, less applicable withholding, for one year from the termination of clauses (i) through (iv) through Employee's employment with the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive Company. These payments will be made in accordance with the Company’s ordinary 's normal payroll practicesprocedures. Any amounts Employee owes the Company at the time of Employee's termination may be deducted in equal installments from the Severance Payment. Employee understands and agrees that if he violates Paragraph 6, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”)7 or 8, with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will have no obligation to continue the Severance Payment. (ii) Pro rata payment of the MOB bonus described in Paragraph 2(b) based on the number of days of the applicable year completed on the date Employee's employment ends. This payment will be based on the extent of achievement of the objectives for the full year and will be made in accordance with the time periods established in Paragraph 2(b). (iii) If Employee elects continuation of coverage under COBRA, contribution by the Company to the COBRA premium payments for one year from the termination of Employee's employment with the Company. The Company will pay an amount equal to the share portion of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until Company would have paid if the earlier of Employee had remained employed. (iiv) the end Accelerated vesting of the Severance Period or (iioptions granted under Paragraph 2(d) so that the date total number of vested shares is calculated as if the Executive’s COBRA continuation coverage expires, unless Employee's employment terminated one year from the termination of Employee's employment with the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”).

Termination Without Cause or Resignation for Good Reason. If the Company terminates Executive’s employment with the Company is terminated by the Company (without Cause and other than for Causedeath or Disability, Disability or death) or the Executive resigns terminates his employment for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claimsReason, the Company shall:shall pay Executive a Cash Severance Amount and provide Executive with the severance benefits set forth in subparagraphs (i) through (v) below (collectively, the “Severance Pay”). The Severance Pay shall be subject to Section 22 and, to the extent applicable, Section 28. (ai) The Cash Severance Amount shall be the amount as provided in Exhibit A hereto. The Company shall pay the Cash Severance Amount to the Executive in a lump sum (i) any unpaid base salary by wire transfer on the first day of the Executive, seventh month following the termination date. (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Provided Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for timely elects continued coverage under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal group health plan pursuant to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (“Code”) (“COBRA”), the Company will continue shall pay on Executive’s behalf the full premium required for such continued coverage elected for his applicable COBRA period but not to pay the share exceed 18 months; provided, however, such COBRA premium shall be paid to Executive on a fully grossed-up after-tax basis, if necessary for Executive not to be subject to tax under Section 105 of the premium for such coverage Code. (iii) An amount equal to the annual bonus that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) would have been paid to Executive had he remained employed through the end of the Severance Period calendar year in which his employment terminates, to be calculated based on the level of achievement of the Company’s financial targets under the Company’s Management Incentive Program (or any successor to such plan) (“MIP”) at the end of the calendar year, provided that (i) any such determination shall be made without application of any modifier that is based on individual performance, and (ii) such bonus amount achieved, if any, shall be prorated based on a fraction, the numerator of which is the number of days of Executive’s employment during the applicable calendar year and the denominator of which is 365. This prorated amount shall be paid during the immediately following calendar year, and not later than, when the MIP participants are paid. (iv) If applicable, an amount equal to the unpaid annual bonus for the preceding calendar year that would have been paid to Executive had he remained employed through the date of the bonus payments under the MIP for the prior calendar year, which payment shall be made without application of any modifier that is based on individual performance. This amount shall be paid in the calendar year in which his employment terminates, and not later than, when the MIP participants are paid. (v) During the 12-month period following Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements termination of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or providedemployment, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the with outplacement services of Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectivelychoosing, the “Other Benefits”)cost of which shall not exceed $20,000.

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 4.2(d) below regarding release of claims, the Company shall: (ai) the Company shall pay to the Executive the following amounts: (1) in a lump sum in cash in the next regularly scheduled pay cycle following the Date of Termination or on such earlier date as applicable law requires, the sum of: (A) the Executive’s unpaid base salary and accrued but unused vacation pay, each through the Date of Termination, (B) if quarterly bonuses are then being paid, the product of (i) the quarterly bonus paid or payable (without regard to whether any unpaid base salary portion of such bonus was deferred or foregone) for the Executive, most recently completed fiscal quarter and (ii) any accrued but unused and unpaid vacation pay a fraction, the numerator of which is the Executive, (iii) any earned and unpaid bonuses number of days preceding the ExecutiveDate of Termination in the current fiscal quarter through the Date of Termination, and the denominator of which is 90, and (ivC) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (), provided that this clause (ivC) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case to the extent not previously paid (the sum of the amounts described in clauses (iA), (B) through and (ivC) through the Date of Termination (collectively, shall be hereinafter referred to as the “Accrued Obligations”); and (2) the Company shall pay or provide: (A) the product of (i) 50% of the Executive’s aggregate quarterly and annual bonuses paid or payable with respect to the last fiscal year period ended prior to the Date of Termination, less any quarterly bonuses paid on or before the Date of Termination for the fiscal year in which employment ends (but not below zero) and (ii) a fraction, the numerator of which is the number of days preceding the Date of Termination in the current fiscal year through the Date of Termination, and the denominator of which is 365; and (B) the greater of (x) 50% of the Executive’s highest annual base salary during the two fiscal year period prior to the Date of Termination and (y) 50% of the Executive’s then current annual base salary, (the sum of the amounts described in clauses (A) and (B) shall be hereinafter referred to as the “Severance Payment”), in a lump sum in cash in the next regularly scheduled pay cycle beginning following the Effective Release Date (as defined below); (bii) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time 12 months after the Date of Termination equal to 12 months (Termination, or such longer period as may be provided by the “Severance Period”)terms of the appropriate plan, with payments beginning as provided in 4.4 below; (c) program, practice or policy, if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Code Section 4980B of the Code (“COBRA”), the Company will continue to shall pay the share same percentage of the coverage premium for such during the COBRA coverage that period as it pays for active and similarly-situated employees who receive executives then actively employed with the same type of coverage until individual or family coverage, with payments beginning after the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expiresEffective Release Date, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit coverage will be made available at the Executive’s expense; (iii) the vesting of each outstanding option, restricted share unit, restricted stock award or other equity award of the Company held by the Executive that is not applyfully vested on the Date of Termination shall accelerate by 6 months on the Date of Termination, such that such award shall be exercisable on and following the Date of Termination in accordance with its terms as if the Executive had completed a further 6 months of service to the Company as of the Date of Termination; and (div) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (collectively, such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).

Termination Without Cause or Resignation for Good Reason. If (i) the Executive’s employment with the Company is terminated by the Company (without Cause and other than for Cause, due to the Executive’s death or Disability or death(ii) or the Executive resigns for Good Reason during (each, a “Qualifying Termination”), then the TermCompany shall pay the Executive any earned but unpaid Base Salary accrued through the date of termination, at the rate then in effect, less standard deductions and withholdings. In addition, if the Executive furnishes to the Company an executed waiver and release of claims in a form to be provided by the Company, which may include an obligation for the Executive to provide reasonable transition assistance (the “Release”), that is nonrevocable prior to the Release Date, and if the Executive allows the Release to become effective in accordance with its terms, then the Executive shall be entitled to receive the following benefitsbenefits set forth in Sections 5.1(a), 5.1(b) and 5.1(c), subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shallSections 5.3 and 5.6: (a) The Company shall pay the Executive an amount equal to one times (1x) the sum of (i) the Executive’s then current Base Salary (determined prior to any reduction in Base Salary that otherwise constitutes Good Reason, if applicable) and (ii) the Executive’s Annual Performance Bonus (as determined under Section 3.2 above, and prior to any reduction in such annual target bonus opportunity that otherwise constitutes Good Reason, if applicable) in respect of the fiscal year in which the termination of employment occurs, at target level. Said amount shall be paid to the Executive in a single lump sum within ten (i10) any unpaid base salary of days following the Executive, (ii) any accrued but unused Release Date and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts will be subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”)required withholding; (b) If the Executive is eligible for and timely elects COBRA continuation coverage, the Company will reimburse the total amount of COBRA premiums for the first twelve (12) months of COBRA coverage (for clarity, such COBRA premium reimbursements will be inclusive of premiums for the Executive’s eligible dependents for such health, dental, and vision insurance plan coverage as in effect immediately prior to the Executive’s Qualifying Termination, provided that such dependents continue to provide to be eligible for such coverage during such twelve (12)-month period); provided, however, that if the Executive ceases to be eligible for COBRA, does not pay the applicable monthly COBRA premium, or becomes eligible to enroll in accordance with the group health insurance plan of another employer, the Executive will immediately notify the Company and the Company’s ordinary payroll practicesobligation to provide the COBRA premium benefits shall immediately cease. Further, notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of reimbursing the Executive’s base salary for COBRA premiums, the Company will pay the Executive on a period of time after the Date of Termination monthly basis a fully taxable cash payment equal to 12 months (the “Severance Period”)COBRA premium for that month, with payments beginning as provided in 4.4 below;subject to applicable tax withholding. This payment may be, but need not be, used by the Executive to pay for COBRA premiums; and (c) if and while Subject to Section 5.1(d), unless specifically provided otherwise in the applicable equity award agreement, the Executive and his or her family qualifies for and elects shall be eligible to participate become fully vested in continuation health coverage under Section 4980B 25% of the Code (“COBRA”), the Company will continue to pay the share then unvested portion of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type each of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expiresthen unvested and outstanding equity awards, unless including the CompanyExecutive’s providing payments for COBRA will violate then remaining unvested portion of any Annual Equity Grants and any other equity grants awarded. Such accelerated vesting shall be effective as of the nondiscrimination requirements tenth (10th) day following the Release Date. In order to give effect to the intent of this provision, if the Executive is entitled to accelerated vesting of any equity award pursuant to this provision, then notwithstanding anything to the contrary set forth in the terms of such equity award (including any applicable lawequity incentive plan and equity award agreement), in which case this benefit no event will not apply; andsuch equity award be forfeited or terminate prior to the effective date of such acceleration. (d) Notwithstanding anything in this Agreement to the extent not previously paid contrary, if, pursuant to another written plan, agreement or providedother arrangement with the Company, the Company shall timely pay or provide Executive is entitled to benefits with respect to the Executive’s outstanding equity awards that are more favorable to the Executive any other amounts than the accelerated vesting benefit set forth in Section 5.1(c) or benefits required to be paid 5.3, or provided or which the extended post-termination exercise period benefit set forth in Section 5.3, as applicable, as determined by the Company in its sole discretion, then the Executive will not be entitled to the accelerated vesting benefit set forth in Section 5.1(c) or 5.3 (if the more favorable benefit is eligible to receive following regarding accelerated vesting) or the Executive’s extended post-termination of employment under any plan, program, policy, practice, contract or agreement of exercise period benefit set forth in Section 5.3 (if the Company (collectively, the “Other Benefits”more favorable benefit is regarding an extended post-termination exercise period).

Termination Without Cause or Resignation for Good Reason. If In the event at any time of (a) the termination of the employment of the Executive by the Company without Cause (for any reason other than by death or Disability) or (b) the resignation of the Executive from the Company within thirty (30) days of an event constituting Good Reason, the Company shall pay or provide to the Executive only the following: (i) Any earned and accrued but unpaid installment of base salary through the date of the Executive’s employment with resignation or termination at the Company rate in effect immediately prior to such resignation or termination (or the rate in effect immediately prior to the occurrence of an event that constitutes Good Reason, whichever is terminated by greater) and all other unpaid amounts to which the Executive is entitled as of such date under any compensation plan or program of the Company (including payment for any vacation time earned and not taken during the year in which termination occurs and reimbursements not yet paid but due for business expenses previously incurred), such payments to be made in a lump sum within fifteen (15) days following the date of resignation or termination; (ii) The amount of annual Cash Bonus the Executive would have been entitled to pursuant to Section 2.2(a), had Executive remained employed through the end of the Fiscal Year in which termination occurs, multiplied by a fraction, the numerator of which is the number of days from the beginning of such Fiscal Year to the date of termination, and the denominator of which is 365, such amount to be paid no later than the time annual bonuses are paid to other than for Causeexecutives of the Company; (iii) In lieu of any further salary, Disability or deathof any severance payments or notice of termination of employment to the Executive, the Executive will receive up to twelve (12) months of salary continuation at the same rate of base salary in effect immediately prior to the Executive’s resignation or termination (or the base salary in effect immediately prior to the occurrence of an event that constitutes Good Reason, whichever is greater). The Company will make the salary continuation payments, less applicable taxes and other withholdings, on the Company’s regular payroll dates. In addition, the Executive resigns will receive the equivalent of up to twelve (12) months average annual cash bonus (based on the average annual cash bonus paid to him over the previous three Fiscal Years); the amount of such average bonus will be paid out in equal installments, less applicable taxes and other withholdings, on the same regular payroll dates referred to above. All payment of salary and of bonus continuation shall cease upon the Executive commencing alternate employment or other gainful activities. The maximum period of twelve (12) months referred to above shall be increased by one (1) additional month after five (5) years of service for Good Reason during each additional year of service thereafter, up to a maximum of eighteen (18) months after ten (10) years of service. However, should the TermExecutive be terminated without Cause within two (2) years of a Change in Control, then the Executive shall be entitled receive in lieu of salary and bonus continuation a lump sum amount equal to eighteen (18) months of base salary and annual cash bonus (based on the average annual cash bonus paid to him over the previous three (3) Fiscal Years) regardless of the Executive’s length of service at that time. (iv) The Company shall reimburse the Executive the reasonable costs actually incurred by him to relocate himself and his family to his country of origin should such relocation occur during the salary and bonus continuation period set out above, up to the following benefitsmaximum amount and under the same conditions as set out above under Section 2.7(iii). (v) In the event the employment of the Executive is terminated without Cause after at least three (3) years of employment, any amount then accrued in his Cash LTIP account will be frozen as of the date of termination of employment, will not be subject to compliancefurther adjustments, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall: (a) pay and will be paid to the Executive in a lump sum (i) any unpaid base salary over the remaining term of the ExecutiveCash LTIP. In addition, any vested Stock Option shall terminate on the earlier of three (ii3) any accrued but unused and unpaid vacation pay months from termination of employment or the original date of expiration of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectivelyoption, the “Accrued Obligations”); (b) continue to provide to the Executive whole in accordance with the Company’s ordinary payroll practicesLong Term Incentive Plan. (vi) The Company shall maintain in full force and effect for the period described in Section 3.3(iii), following the date of the Executive’s base salary resignation for a period of time after the Date of Termination equal to 12 months Good Reason or termination without Cause, health, dental and life insurance programs (the “Severance Period”), with payments beginning as provided not disability programs) in 4.4 below; (c) if and while which the Executive and his or her family qualifies for and elects was entitled to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue either immediately prior to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments resignation for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) Good Reason or termination without Cause or immediately prior to the extent not previously paid or providedoccurrence of an event that constitutes Good Reason, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following that the Executive’s continued participation is possible under the general terms and provisions of such plans and programs. (vii) As a condition to his entitlement to receive termination payments under clauses (ii)-(vi) of employment under any planthis Section, program, policy, practice, contract or agreement of the Executive shall have executed and delivered to the Company (collectivelya release substantially in the form attached hereto as Exhibit A. For greater clarity, except as set forth above, no other payment whatsoever shall be due by the “Other Benefits”)Company to the Executive.

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is shall be terminated by the Company (other than for Cause, Disability without Cause or death) or by the Executive resigns for Good Reason during (but not by reason of the TermExecutive’s death, then Disability, termination by the Company for Cause or termination by the Executive shall be entitled without Good Reason), then, in addition to the following benefits, subject to compliance, where applicable, with the requirements payments and benefits described in Section 4.4 below regarding release of claims5(a) (including benefits under stock option agreements), the Company shall: (ai) Continue to pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary regular payroll practicespractice following the Date of Termination, the Executive’s base salary for a period of time after Annual Base Salary, and continue the Executive’s participation at active employee contribution rates in the Company’s health, life insurance and retirement plans through twelve months from the Date of Termination equal Termination; provided that each payment is intended to 12 months constitute a separate payment within the meaning of Code Section 409A and the regulations thereunder; provided, further that in the event that Executive is determined by the Company to be a “specified employee” (the “Severance Period”as defined in Code Section 409A(2)(B) and determined in accordance with Code 416(i) (without regard to paragraph (5) thereof), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (Company at a time when its stock is deemed to be publicly traded on an established securities market, any payments determined to be “COBRA”), the Company will continue to pay the share nonqualified deferred compensation” payable following termination of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until employment shall be made no earlier than the earlier of (i) the end last day of the Severance Period sixth (6th) complete calendar month following such termination of employment, or (ii) Executive’s death, consistent with the date provisions of Code Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule; (ii) If the Executive otherwise would have been entitled to receive a payment pursuant to the Company’s bonus plan had he been employed on the last day of the Company’s fiscal year, then pay to the Executive on April 30 of the year following the year in which the Executive’s COBRA continuation coverage expirestermination occurs, unless (and in the Company’s providing payments event that the Company has not received its audited financial statements for COBRA will violate the nondiscrimination requirements prior year by April 30 of applicable lawsuch year, such bonus shall be paid as soon as practicable thereafter, consistent with the provisions of Code Section 409A, but in no event later than the last day of such following year), the amount of such payment, multiplied by a fraction the numerator of which case this benefit will not applyis the number of days during such fiscal year that the Executive was employed and the denominator of which is 365; and (diii) Continue paid coverage for the Executive and any eligible dependents under all Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to the Date of Termination through the twelfth month after the Date of Termination, to the extent not previously paid or providedpermitted thereunder. As of the date that the Executive ceases to receive coverage under any group health plan pursuant to this Section 5(b)(iii), the Executive shall be eligible to elect to receive “COBRA” continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended, and if such coverage ceases prior to twelve months from the Date of Termination, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)for such COBRA coverage through such twelve month period.

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability ceases due to a termination by the Company without Cause or death) or the a resignation by Executive resigns for Good Reason during Reason: (i) the Term, then Company shall pay to Executive all accrued and unpaid Base Salary through the Executive shall date of such cessation of employment at the time such Base Salary would otherwise be entitled paid according to the following benefits, subject Company’s usual payroll practices; (ii) to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claimsextent then unpaid, the Company shall:shall pay to Executive the annual bonus (if any) earned with respect to the fiscal year ended immediately prior to the cessation of Executive’s employment; (aiii) pay the Company shall make monthly severance payments equal to one-twelfth of Executive’s Base Salary as in effect immediately prior to such cessation of employment (or, if such cessation is due to the Executive Good Reason described in a lump sum (i) any unpaid base salary of the Executive, clause (ii) any accrued but unused and unpaid vacation pay of that definition, the Executive, (iiiBase Salary in effect immediately prior to such material diminution) any earned and unpaid bonuses of for a period equal to the Executive, and Severance Period; (iv) the amount of any unpaid compensation previously deferred by the if Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject validly elects to Section 409A (as defined below) if not provided for receive continuation coverage under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, group health plan (if any) pursuant to the Executive’s base salary for a period Consolidated Omnibus Budget Reconciliation Act of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code 1985 (“COBRA”), the Company will continue shall reimburse Executive the applicable premium otherwise payable for COBRA continuation coverage for himself and his eligible dependents for the Severance Period, to pay the share of extent such premium exceeds the premium for such coverage that it pays for monthly amount charged to active and similarly-situated employees who receive of the Company for the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not applycoverage; and (dv) to the extent not previously paid such cessation of employment occurs within three (3) months prior to or providedtwelve (12) months following a Change in Control (as defined below), (x) the Company shall timely pay or provide to Executive an amount equal to the Executive Target Bonus, and (y) all outstanding equity awards that are subject to vesting solely based on the passage of time and Executive’s continued employment shall become vested upon the later of the date of Executive’s cessation of employment and the Change in Control. Except as otherwise provided in this Section 9(a), all compensation and benefits will cease at the time of Executive’s cessation of employment and the Company will have no further liability or obligation by reason of such cessation of employment. The payments and benefits described in this Section 9(a) are in lieu of, and not in addition to, any other amounts severance arrangement maintained by the Company. Notwithstanding any provision of this Agreement, the payments and benefits described in Section 9(a)(ii) - 9(a)(v) are conditioned on Executive’s execution and delivery to the Company and the expiration of all applicable statutory revocation periods, by the 60th day following the effective date of Executive’s cessation of employment, of a general release of claims against the Company and its affiliates (which shall have customary exclusions relating to Executive’s equity in the Company, any claims that Executive may have relating to accrued vested benefits under the Company’s benefit plans, subject to the terms and conditions of such plans, and any claims for indemnification in Executive’s role as an officer and director of the Company) in a form and manner satisfactory to the Company (the “Release”) and on Executive’s continued compliance with the provisions of the Proprietary Information and Assignment Agreement (defined below). Subject to Section 10 below (to the extent applicable) and provided the Release requirement described above has been timely satisfied: (x) the payment described in Section 9(a)(ii) will be paid on the later of the sixty-fifth (65th) day following Executive’s cessation of employment (the “Settlement Date”), or benefits required the date such annual bonus would have otherwise been paid, absent Executive’s cessation of employment; (y) the payments described in Section 9(a)(iii) and 9(a)(iv) will commence to be paid on the Settlement Date, provided that the initial payment will include any payments that, but for the above-described timing rule, would have otherwise been paid since the date of Executive’s cessation of employment; and (z) the payment of an amount equal to the Target Bonus described in Section 9(a)(v) will be paid on the later of the Settlement Date or provided or which the Executive is eligible to receive tenth (10th) day following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)Change in Control.

Termination Without Cause or Resignation for Good Reason. If the Executive’s 's employment with the Company hereunder is terminated due to the termination of the Executive's employment by the Company (other than for Cause, Disability or deathWithout Cause pursuant to Section 5a(5) or due to the Executive resigns Executive's resignation for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall: (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject pursuant to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”5a(6), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive (i) all base salary pursuant to Section 3a hereof, any other amounts or benefits required management incentive compensation earned in accordance with the Incentive Plan pursuant to Section 3e hereof, and any vacation pay pursuant to Section 3d hereof, in each case which has been earned but which remains unpaid as of the Date of Termination, such payments to be paid or provided or made at such times as will be in accordance with the Company's normal payroll practices; (ii) any benefits to which the Executive may be entitled under any medical, dental or disability plan or program pursuant to Section 3b hereof in which he is eligible a participant in accordance with the terms of such plan or program up to receive following and including the Date of Termination; and (iii) if the Company terminates the Executive’s termination 's employment Without Cause pursuant to Section 5a(5) or due to the Executive's resignation for Good Reason pursuant to Section 5a(6) at any time during the Term of employment under any planEmployment, program, policy, practice, contract or agreement then the Company shall make a single lump sum payment within twenty (20) days of after the Date of Termination in an amount equal to twelve (12) months of the Company (collectively, Executive's then current base salary. The Company's obligation to make the “Other Benefits”)payment pursuant to Section 6c(iii) shall be conditioned upon the Company's prior receipt and the effective date of an executed general release of claims and covenant not to xxx.

Termination Without Cause or Resignation for Good Reason. The Executive cannot terminate his employment for Good Reason, as defined in Section 12(a), unless he has provided written notice to the Company of the existence of the circumstances providing grounds for termination for Good Reason within ninety (90) business days of the initial existence of such grounds and the Company has had at least 10 business days from the date on which such notice is provided to cure such circumstances. (i) If the Company terminates Executive’s employment with the Company is terminated by the Company (other than for without Cause, Disability or death) or the if Executive resigns for Good Reason during the TermReason, then the Executive shall be entitled and subject in all events to the following benefits, subject to compliance, where applicable, with the requirements in provisions of Section 4.4 below regarding release of claims7(d), the Company shall:shall pay Executive the following “Special Separation Payments” on the 60th day following termination (the “Special Separation Payment Date”): (aii) pay In addition to but without duplication of those amounts set forth in Section 7(a), an amount equal to eighteen (18) months of Executive’s Annual Base Salary as of the Executive Termination Date, less required deductions, which amount shall be payable by the Company in a lump sum (i) any unpaid base salary of no later than the ExecutiveSpecial Separation Payment Date, (ii) any accrued but unused and unpaid vacation pay of the Executivewith no reduction, mitigation, or duty to mitigate; (iii) any earned and unpaid bonuses Executive’s Annual Performance Bonus, less required deductions, in an amount equal to 65% of Executive’s Annual Base Salary as of the Executive, and Termination; and (iv) the amount of any unpaid compensation previously deferred by If the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for timely and properly elects health continuation coverage under the terms by which such amounts were or are deferred), in each case Consolidated Omnibus Budget Reconciliation Act of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code 1985 (“COBRA”), the Company will continue shall reimburse the Executive for the difference between the monthly COBRA premium paid by the Executive for himself and his dependents and the monthly premium amount paid by similarly situated active executives. Such reimbursement shall be paid to pay the share Executive on the last day of the month immediately following the month in which the Executive timely remits the premium for payment. The Executive shall be eligible to receive such coverage that it pays for active and similarly-situated employees who receive the same type of coverage reimbursement until the earlier of earliest of: (i) the end eighteen-month anniversary of the Severance Period or Termination Date; (ii) the date the Executive’s Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive receives/becomes eligible to receive substantially similar coverage expiresfrom another employer or other source. Notwithstanding the foregoing, unless if the Company’s providing making payments for COBRA will under this Section 7(c) would violate the nondiscrimination requirements rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), or result in the imposition of applicable lawpenalties under the ACA and the related regulations and guidance promulgated thereunder, the Parties agree to reform this Section 7(c) in which case this benefit will not apply; anda manner as is necessary to comply with the ACA. (dv) Executive shall be entitled to receive the Special Performance Bonus described in Section 3(c) above upon the completion of the Sale Event or IPO, less required deductions, to the extent not previously paid or providedotherwise payable regardless of whether Executive continues employment through completion of such event, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the unless Executive is eligible to receive following the Executive’s termination terminated for Cause as defined in Section 12(a)(v)(C) or (D) of employment under any plan, program, policy, practice, contract this Agreement or agreement of the Company (collectively, the “Other Benefits”)unless Executive resigns without Good Reason.

Termination Without Cause or Resignation for Good Reason. If Subject to the provisions set forth in this Agreement, in the case of a termination of Executive’s employment hereunder Without Cause in accordance with the Company is terminated by the Company (other than for Cause, Disability Section 1.5.4 above or death) or the Executive resigns a resignation for Good Reason during in accordance with Section 1.5.5 above, the Term, then the Company shall pay Executive shall be entitled to the following benefitsseverance package (“Severance Package”): (i) an amount equivalent to twelve (12) months of Executive’s then Base Salary, subject to compliance, where applicable, with the requirements tax withholding specified in Section 4.4 below regarding release 1.4.1 above, payable as set forth herein (the “Severance Payment”); (ii) to the extent Executive participates in any medical, prescription drug, dental, vision and any other “group health plan” of claimsthe Company immediately prior to Executive’s Termination Date, and provided that Executive timely elects COBRA continuation coverage, the Company shall: shall pay the full cost of Executive’s COBRA continuation coverage for Executive (a) pay and for Executive’s spouse and dependents to the Executive extent participating in a lump sum (isuch plans immediately prior to the Termination Date) any unpaid base salary pursuant to Section 4980B of the ExecutiveInternal Revenue Code of 1986, (ii) any accrued but unused as amended, and unpaid vacation pay Part 6 of Title 1 of the ExecutiveEmployee Retirement Income Security Act of 1986, as amended, for a period of up to twelve (12) months from the Termination Date, or when Executive becomes eligible for comparable coverage through a subsequent employer, provided that Executive agrees to notify the Company as soon as he accepts subsequent employment (the “COBRA Continuation”); and (iii) Base Salary earned but unpaid, vested benefits under any earned employee benefit plan, and unpaid bonuses any unreimbursed expenses pursuant to Section 1.4.3 hereof incurred by Executive as of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts Termination Date subject to the tax withholding specified in Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination 1.4.2 above (collectively, the “Accrued ObligationsBenefits”); (b) continue . The Company’s obligation to provide Executive with the Severance Payment and COBRA Continuation, is contingent upon Executive’s execution and non-revocation of a Separation & Release Agreement, including a general release of claims, satisfactory to the Executive Company, with such release becoming effective on or before thirty (30) days following Executive’s Termination Date (“Severance Condition”). Payment of the Severance Payment and COBRA Continuation, if any, will commence on the first payday following the thirtieth (30th) day after Executive’s Termination Date and continue over a twelve-month period in accordance equal installments, with payments made on the Company’s ordinary payroll practices, the regular paydays. Such release will not affect Executive’s base salary for a period continuing obligations to the Company under the Employment Covenants Agreement (as defined below). The Company’s obligation to pay and Executive’s right to receive the Severance Package set forth herein (other than Accrued Benefits) shall cease in the event of time Executive’s material breach of any of his obligations under this Agreement or the Employment Covenants Agreement after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B Date. Payment of the Code (“COBRA”), Accrued Benefits shall be made in full on the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the first payroll date the after Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, Termination Date in which case this benefit will not apply; and (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)event.

Termination Without Cause or Resignation for Good Reason. (a) If the Executive’s employment with the Company is terminated by the Company (other than for without Cause, Disability or death) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claimsReason, the Company shall: (a) shall pay to the Executive in a lump sum the Accrued Benefits. If the Executive’s employment is terminated by the Company without Cause, or the Executive resigns for Good Reason: (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation Company shall pay of to the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) Executive cash severance in the amount of $5 million payable (the “Severance Payments”) over the two-year period following the Termination Date; provided, however, any unpaid compensation previously deferred by installments that would otherwise be paid before the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment period for the execution and non-revocation of amounts subject to Section 409A the Release (as defined below) if not provided expires will be retained by the Company and paid with the first payroll period commencing on or after expiration of such period, and (ii) any and all unvested equity awards granted to him pursuant to the Merger Agreement (including, for clarity, any equity equivalents such as mutual fund awards) which are held by or for the benefit of Executive on the Termination Date shall immediately vest and become non-forfeitable in Executive from and after such date. In the event any termination described under this Section 6.4(a) shall occur prior to the terms by which such amounts were or are deferred)full payment to Executive of his Bonus in respect of 2022, then the amount in each case of clauses clause (i) through above shall be increased by 60% of the amount of the Accrued Bonus (iv) through the Date of Termination (collectively, the “Accrued ObligationsAdditional Severance Amount”);, provided that the Additional Severance Amount shall be paid to Executive in one cash lump sum at the same time that annual bonuses are paid to the Company’s remaining executives but in no event later than March 15 of the year following the year in which the Termination Date occurs, subject to Executive’s execution and non-revocation of the Release. (b) continue All payments to provide be provided to the Executive under this Section 6.4 shall be subject to the Executive’s (x) compliance with Sections 6.6 through 6.9, the restrictions in accordance Section 8, any other post-termination obligations and agreements governing confidentiality, assignment of inventions, or restrictive covenants, and (y) within no more than forty-five days after the Termination Date, execution of a reasonable and customary general release and waiver of claims against the Company, its affiliates and its and their officers, directors, employees and agents from any and all liability arising from the Executive’s employment relationship with the Company and his service on the board of directors of any of the Company’s ordinary payroll practices, affiliates (which release will include an agreement between both parties not to disparage the other and contain restrictive covenants no more extensive than those that apply to Executive hereunder which is provided by the Company to the Executive’s base salary for a ) that is not revoked during the seven-day period of time after the Date of Termination equal to 12 months signing (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other BenefitsRelease”).

Termination Without Cause or Resignation for Good Reason. If In the Executive’s event at any time of (a) the termination of the employment with of the Company is terminated Executive by the Company without Cause (for any reason other than for Cause, Disability by death or deathDisability) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall: (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the resignation of the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), from the Company will continue to pay the share within thirty (30) days of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or providedan event constituting Good Reason, the Company shall timely pay or provide to the Executive any only the following: (i) Any earned and accrued but unpaid installment of base salary through the date of the Executive’s resignation for Good Reason or termination at the rate in effect immediately prior to such resignation for Good Reason or termination (or the rate in effect immediately prior to the occurrence of an event that constitutes Good Reason, whichever is greater) and all other unpaid amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination entitled as of employment such date under any plan, program, policy, practice, contract compensation plan or agreement program of the Company (collectivelyincluding payment for any vacation time earned and not taken during the Fiscal Year in which termination occurs and reimbursements not yet paid but due for business expenses previously incurred), such payments to be made in a lump sum within fifteen (15) days following the date of resignation for Good Reason or termination; (ii) The amount of annual Cash Bonus the Executive would have been entitled to pursuant to Section 2.2(b), had Executive remained employed through the end of the Fiscal Year in which termination occurs, multiplied by a fraction, the “Other Benefits”numerator of which is the number of days from the beginning of such Fiscal Year to the date of termination, and the denominator of which is 365, such amount to be paid no later than the time annual bonuses are paid to other executives of the Company; (iii) In lieu of any further salary, or of any severance payments or notice of termination of employment to the Executive, the Executive will receive up to six (6) months of salary continuation at the same rate of base salary in effect immediately prior to the Executive’s resignation for Good Reason or termination (or the base salary in effect immediately prior to the occurrence of an event that constitutes Good Reason, whichever is greater). The Company will make the salary continuation payments, less applicable taxes and other withholdings, on the Company’s regular payroll dates. In addition, the Executive will receive the equivalent of up to six (6) months average annual cash bonus (based on the average annual cash bonus paid to her over the previous three Fiscal Years); the amount of such average bonus will be paid out in equal installments, less applicable taxes and other withholdings, on the same regular payroll dates referred to above. In the event the Company terminates the Executive without Cause or if the Executive resigns for Good Reason, the Company may at its sole discretion, require the Executive to continue providing services for a three (3) month working notice period while said salary continuation payments are being made; All payment of salary and of bonus continuation shall cease upon the Executive commencing alternate employment or other gainful activities. The maximum period of six (6) months referred to above shall be increased by one (1) additional month after two (2) years of service for each additional year of service thereafter, up to a maximum of twelve (12) months after eight (8) years of service. However, should the Executive be terminated without Cause within six (6) months of a Change in Control, then the Executive shall receive instead of the salary continuation set forth above a lump sum amount equal to twelve (12) months of base salary and annual cash bonus (based on the average annual cash bonus paid to her over the previous three (3) Fiscal Years) regardless of the Executive’s length of service at that time. (iv) The Company shall maintain in full force and effect for the period described in Section 3.3(iii), following the date of the Executive’s resignation for Good Reason or termination without Cause, health and dental insurance programs (not disability and life insurance programs) in which the Executive was entitled to participate either immediately prior to the Executive’s resignation for Good Reason or termination without Cause or immediately prior to the occurrence of an event that constitutes Good Reason, provided that the Executive’s continued participation is possible under the general terms and provisions of such programs. The health and dental insurance program coverage shall cease upon the Executive commencing alternate employment or other gainful activities. (v) As a condition to her entitlement to receive termination payments and benefits under clauses (ii)-(iv) of this Section, the Executive shall have executed and delivered to the Company a release substantially in the form attached hereto as Exhibit A. For greater clarity, except as set forth above, no other payment whatsoever shall be due by the Company to the Executive.

Termination Without Cause or Resignation for Good Reason. If the Executive’s -------------------------------------------------------- Employee's employment with the Company is terminated by the Company without cause (other than for Cause, Disability and not as a result of Employee's death or deathdisability) or the Executive if Employee resigns for Good Reason during the TermReason, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding and if Employee signs a general release of claimsknown and unknown claims in the form attached hereto as Exhibit A, Employee will receive a severance package consisting of the Company shallfollowing: (a) pay to the Executive in a lump sum (i) any unpaid Continued payment of Employee's base salary of (the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred"Severance Payment"), in each case at the final rate, less applicable withholding, for six months from the termination of clauses (i) through (iv) through Employee's employment with the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive Company. These payments will be made in accordance with the Company’s ordinary 's normal payroll practicesprocedures. Any amounts Employee owes the Company at the time of Employee's termination may be deducted in equal installments from the Severance Payment. Employee understands and agrees that if he violates Paragraph 7, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”)8 or 9, with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will have no obligation to continue the Severance Payment. (ii) Pro rata payment of the MOB bonus described in Paragraph 2(b) based on the number of days of the applicable year completed on the date Employee's employment ends. This payment will be based on the extent of achievement of the objectives for the full year and will be made in accordance with the time periods established in Paragraph 2(b). (iii) If Employee elects continuation of coverage under COBRA, contribution by the Company to the COBRA premium payments for six months from the termination of Employee's employment with the Company. The Company will pay an amount equal to the share portion of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until Company would have paid if the earlier of Employee had remained employed. (iiv) the end Accelerated vesting of the Severance Period or (iioptions granted under Paragraph 2(d) so that the date total number of vested shares is calculated as if the Executive’s COBRA continuation coverage expires, unless Employee's employment terminated six months from the termination of Employee's employment with the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”).

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated by the Company ceases due to a termination by the Company without Cause (other than for Cause, Disability or deathas defined below) or a resignation by the Executive resigns for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims(as defined below), the Company shall: (a) 5.1.1. pay to the Executive all accrued and unpaid Base Salary (at the annual rate then in effect) and vacation accrued through the date of such cessation of employment at the time such Base Salary would otherwise be paid according to the Company’s usual payroll practices; 5.1.2. to the extent then unpaid, pay to the Executive the annual bonus (if any) with respect to the calendar year ended immediately prior to the cessation of the Executive’s employment, which such bonus shall be paid at the time such bonus would have otherwise been paid absent the Executive’s cessation of employment but in no event later than the last day of the year in which the Executive’s employment ceases; 5.1.3. pay to the Executive a lump sum pro-rated bonus for the calendar year in which such termination occurs, which proration shall be determined by multiplying (i) any unpaid base salary the quotient obtained by dividing (A) the number of days the Executive worked in the calendar year his employment with the Company ceases by (B) 365, and (ii) his Target Bonus, which such bonus shall be paid at the time such bonus would have otherwise been paid absent the Executive’s cessation of employment; Executive’s Initials & Date 5.1.4. pay to the Executive monthly severance payments equal to one-twelfth of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary then current Base Salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”)) equal to: (i) twelve (12) months, with payments beginning as provided in 4.4 belowif such termination of employment occurs on or prior to the second 2nd anniversary of the Effective Date, or (ii) eighteen (18) months, if such termination of employment occurs after the second 2nd anniversary of the Effective Date; (c) 5.1.5. if and while the Executive and his or her family qualifies for and validly elects to participate in receive continuation health coverage under Section 4980B the Company’s group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of the Code 1985 (“COBRA”), reimburse the Company will continue to pay Executive the share of the applicable premium otherwise payable for such COBRA continuation coverage that it pays for active and similarly-situated employees who receive the same type Severance Period; and 5.1.6. cause any then vested stock options held by the Executive as of coverage immediately prior to the effective date of such termination of employment to remain exercisable until the earlier to occur of (i) the end first (1st) anniversary of the Severance Period effective date of such termination of employment or (ii) the expiration date of the stock option. Except as otherwise provided in this Section 5.1, and, if applicable, Section 4.4.1 (Change In Control Bonus) and the Carve Out Plan, all compensation and benefits will cease at the time of the Executive’s COBRA continuation coverage expirescessation of employment and the Company will have no further liability or obligation by reason of such cessation of employment. The payments and benefits described in this Section 5.1 are in lieu of, unless and not in addition to, any other severance arrangement maintained Executive’s Initials & Date by the Company. Notwithstanding any provision of this Agreement, except Section 4.4.1 and the Carve Out Plan, if applicable, the payments and benefits described in Section 5.1.2 through Section 5.1.6 are conditioned on: (a) the Executive’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) execution and delivery to the extent not previously paid or providedCompany and the expiration of all applicable statutory revocation periods, by the 60th day following the effective date of his cessation of employment, of a severance agreement that includes a mutual general release and waiver of claims by each party against the other and a mutual non-disparagement provision substantially in a form reasonably acceptable to the Company (the “Release”); and (b) the Executive’s continued compliance with the provisions of the Restrictive Covenant Agreement (as defined below). Subject to Section 5.4, below, the Company shall timely pay or provide to the Executive any other amounts or benefits required described in Sections 5.1.4 and 5.1.5 will begin to be paid or provided as soon as administratively practicable after the Release becomes irrevocable, provided that if the 60 day period described above begins in one taxable year and ends in a second taxable year such payments or which benefits shall not commence until the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)second taxable year.

Termination Without Cause or Resignation for Good Reason. If If, during the Employment Period, the Company terminates the Executive’s employment with the Company is terminated by the Company (other than for Cause, Cause or Disability or death) or the Executive resigns from his employment for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shallReason: (ai) the Company shall pay to the Executive in a lump sum in cash within 30 days following the Date of Termination the aggregate of the following amounts: (A) the Accrued Obligations payable to the Executive under Section 4(a), except that the portion of the Accrued Obligations attributable to the Annual Bonus shall not be in the discretion of the Board of Directors and shall be paid at the time described in Section 4(b)(i) notwithstanding the timing of payment set forth in Section 4(a) and assuming for purposes of determining such bonus the achievement of target performance through the Date of Termination; and (B) a separate lump sum supplemental retirement benefit equal to the difference between (1) the aggregate value of the Profit Sharing Contribution Account and Matching Contribution Account (as defined in the Xxxxxx Materials Profit Sharing 401(k) Plan or any successor plan thereto (the “401(k) Plan”)) and the Company Account (as defined in the SERP) under the SERP that the Executive would receive if (i) any unpaid base salary of the Executive’s employment continued at the compensation level provided for in Sections 3(a) and (b) of this Agreement (but assuming that such salary and bonus each increase 4% per annum) for two years following the Date of Termination, (ii) the Executive made pre-tax contributions at the highest permissible rate (disregarding any accrued but unused limitations imposed by the Code, which may or may not be set forth in the 401(k) Plan) for such two year period, and unpaid vacation pay (iii) the Profit Sharing Contribution Account, Matching Contribution Account, and Company Account were fully vested, and (2) the actual aggregate value of the vested portions of the Executive’s Profit Sharing Contribution Account, (iii) any earned and unpaid bonuses of the ExecutiveMatching Contribution Account, and Company Account, if any, under the 401(k) Plan and the SERP; (ivii) the amount without duplication of any unpaid compensation previously deferred by amounts described in Section 4(b)(i)(A), the Company shall pay to the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment for a period of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through 24 months following the Date of Termination his then Annual Base Salary and Annual Bonus assuming for purposes of determining such bonus the achievement of the Target Amount. Such Annual Base Salary shall be paid at the times contemplated by Section 3(a) and such Annual Bonus shall be paid at the time contemplated by Section 3(b). In the event of the Executive’s death before all amounts due under this Subsection (collectivelyb)(ii) have been paid to the Executive, the “Accrued Obligations”)amounts payable to the Executive under this Subsection (b)(ii) shall be paid to the Executive’s Beneficiary; (biii) continue to provide to for the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a 24 month period of time after following the Date of Termination equal to 12 months or such longer period as any plan, program, practice or policy may provide (the “Severance Benefit Continuation Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will shall continue on the same terms and conditions the benefits to pay the share Executive and/or the Executive’s family provided to them under the plans, programs, practices and policies described in Section 3(e) as may be in effect from time to time with respect to other peer executives of the premium for such coverage Company and their families; provided, however, that it pays for active if the Executive becomes re-employed with another employer and similarly-situated employees who is eligible to receive medical or other welfare benefits under another employer provided plan, the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) medical and other welfare benefits described herein shall cease on the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, Executive becomes a participant in which case this benefit will not applysuch other plan; and (div) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required with up to be paid or $10,000 for outplacement services commensurate with those provided or which to terminated executives of comparable level made available through and at the Executive is eligible to receive following the Executive’s termination facilities of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)a reputable and experienced vendor.

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Causeterminates without Cause pursuant to Section 3(a)(iv), Disability or deathpursuant to Section 3(a)(v) or the Executive resigns due to Executive’s resignation for Good Reason Reason, then, subject to Executive signing on or before the 21st day following the Date of Termination, and not revoking during any subsequent revocation period contained therein, a release of claims substantially in the form attached as Exhibit B to this Agreement (the “Release”), and Executive’s continued compliance with Sections 6 and 7, Executive shall receive, in addition to payments and benefits set forth in Section 3(c), the following: (i) an amount in cash equal to 1.0 times the sum of (A) Annual Base Salary (at the highest level in effect during the Term) plus (B) the average Annual Bonus over the prior three years (which calculation shall include annual bonuses that Executive received from Xxxxxxxx, then the Executive shall be entitled to the following benefitsextent Executive has not yet received three years of Annual Bonuses under the Company’s annual incentive program on the Date of Termination, subject to complianceprovided that, where applicable, with for the requirements in Section 4.4 below regarding release avoidance of claimsdoubt, the Company shall: (a) pay foregoing calculation will not take into account the special retention bonus paid to the Executive by Xxxxxxxx in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferredDecember 2014), payable in each case the form of clauses (i) through (iv) through salary continuation in regular installments over the 12-month period following the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary normal payroll practices, ; (ii) a pro-rated portion (based on the Executive’s base salary for a period number of time after days Executive was employed by the Company during the fiscal year in which the Date of Termination equal occurs) of the Annual Bonus that Executive would have earned had Executive remained employed through the end of the fiscal year in which the Date of Termination occurs, based on the Company’s actual performance for such year and paid at the same time annual bonuses are generally paid to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 belowCompany’s executives; (ciii) any Annual Bonus earned for a previously completed year, paid at the same time annual bonuses are generally paid to the Company’s executives (but irrespective of any continued service requirement); and (iv) if and while the Executive and his timely elects continued medical, dental or her family qualifies for and elects to participate in continuation health vision coverage under Section 4980B one or more of the Code Company’s group medical, dental or vision plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), then the Company will continue to pay shall directly pay, or reimburse Executive for, the share COBRA premiums for Executive and Executive’s covered dependents under such plans during the period commencing on the Date of Termination and ending 12-months following the Date of Termination. Notwithstanding the foregoing, if the Company determines that it cannot provide the benefit required by this Section 4(b)(iv) without potentially violating applicable law (including Section 2716 of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (iPublic Health Service Act) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or providedincurring an excise tax, the Company shall timely pay or in lieu thereof provide to Executive a monthly payment in an after-tax amount equal to the monthly COBRA premium that Executive any other amounts or benefits would be required to be paid or provided or which the Executive is eligible pay to receive following the continue Executive’s termination and Executive’s covered dependents’ group health coverage in effect on the Date of employment under any planTermination, program, policy, practice, contract or agreement which amount shall be based on the premium for the first month of the Company (collectively, the “Other Benefits”)COBRA coverage.

Termination Without Cause or Resignation for Good Reason. If the Executive’s Except as provided in Section 6.3, if your employment with the Company is terminated by the Company without Cause (other than for Cause, Disability or deathas defined in Section 9.1) or the Executive resigns you resign for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements (as defined in Section 4.4 below regarding release of claims9.4), the Company shall: (a) pay to the Executive in a lump sum Employer (i) any unpaid base salary (A) will pay you ratably in equal monthly installments over 18 months an aggregate dollar amount equal to 3.0 times your Annual Base Salary in effect immediately prior to your termination of employment or the occurrence of Good Reason (whichever is higher); and (B) will pay for or reimburse all of your premiums for continuing your health care coverage and the coverage of your dependents who are covered at the time of your termination or resignation, under the applicable provisions of the Executive, Consolidated Omnibus Budget Reconciliation Act of 1985 (iiCOBRA) any accrued but unused and unpaid vacation pay for a period ending on the earlier of the Executivedate that is eighteen (18) months after the date of termination or resignation or the date on which you become eligible to be covered by the health care plans of another employer; provided, however, that any Employer obligation under clause (iiiB) requires that you timely elect COBRA continuation coverage as required by applicable law (collectively, “Severance Payments”) and (ii)(A) in the case of any earned unvested LTIC Awards under the Company’s 2007 Long-Term Equity Incentive Plan, 2008 Omnibus Incentive Plan or otherwise (“Unvested Awards”) subject to time-based vesting, you will immediately vest in, and unpaid bonuses options shall become exercisable or cash or shares will be settled or distributed with respect to that portion of each such LTIC Award scheduled to vest within twelve (12) months following the Executivedate of termination, and (ivB) in the amount case of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts Unvested Awards subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were performance-based vesting, you will vest in, and options shall become exercisable, or are deferred)cash or shares will be settled or distributed, in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code applicable LTIC Award agreement (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”).

Termination Without Cause or Resignation for Good Reason. If the ExecutiveEmployee’s employment with the Company hereunder is terminated by the Company (other than for CauseWithout Cause pursuant to Section 5(a)(v), Disability or death) or due to the Executive resigns Employee’s resignation for Good Reason pursuant to Section 5(a)(vi), then: (i) The Company shall continue to pay the Employee his full Base Salary and Annual Bonus in accordance with normal payroll practices and without interest through the earlier of (A) December 31, 2010 and (B) the second Anniversary of the Date of Termination, at the rate in effect at the time notice of the termination of the Employee’s employment is given in accordance with Section 5(a)(v) or Section 5(a)(vi) hereof, as the case may be, with each payment due during such period hereby designated a “separate payment” for purposes of Section 409A; provided, however, that if a Change of Control Date shall have occurred prior to Employee’s termination Without Cause or resignation for Good Reason, the TermAdministrator shall disburse the Retention Amount (as defined in Section 6(f) hereof) to the Employee in a lump sum payment within thirty (30) days following the Date of Termination, then subject to and in accordance with the Executive Retention Account Procedures; and (ii) The Employee shall be entitled to participate in all employee benefit plans and programs to the following benefits, subject extent applicable to compliance, where applicable, with the requirements in Section 4.4 below regarding release other senior executives of claims, Avatar and the Company shall: (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for the Employee’s continued participation is permissible under the general terms by which and provisions of such amounts were or are deferred), in each case of clauses (iplans and programs) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (iA) December 31, 2010 and (B) the end second Anniversary of the Severance Period Date of Termination; provided, however, that if a Change of Control shall have been consummated prior to Employee’s termination Without Cause or (ii) resignation for Good Reason, the date Employee shall be entitled to participate in such benefit plans and programs through the ExecutiveRetention Date. In the event that the Employee’s COBRA continuation coverage expiresparticipation in any such plan or program is not permitted, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) Employee shall be entitled to receive an amount equal to the extent not previously paid annual contributions, payments, credits or provided, allocations made by the Company shall timely pay or provide to the Executive any other amounts Employee’s account or benefits required to be paid or provided or which on the Executive is eligible to receive following the ExecutiveEmployee’s termination of employment behalf under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)such plans and programs.

Termination Without Cause or Resignation for Good Reason. If If, during the Employment Period, the Company terminates the Executive’s employment with the Company is terminated by the Company (other than for Cause, Cause or Disability or death) or the Executive resigns from his employment for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shallReason: (ai) the Company shall pay to the Executive in a lump sum in cash within 30 days following the Date of Termination the aggregate of the following amounts: (A) the Accrued Obligations payable to the Executive under Section 4(a), except that the portion of the Accrued Obligations attributable to the Annual Bonus shall be paid at the time described in Section 4(b)(i) notwithstanding the timing of payment set forth in Section 4(a) and assuming for purposes of determining such bonus the achievement of target performance through the Date of Termination; and (B) a separate lump sum supplemental retirement benefit equal to the difference between (1) the aggregate value of the Profit Sharing Contribution Account and Matching Contribution Account (as defined in the CSR America, Inc. Profit Sharing 401(k) Plan or any successor plan thereto (the “401(k) Plan”)) and the Company Account (as defined in the SERP) under the SERP that the Executive would receive if (i) any unpaid base salary of the Executive’s employment continued at the compensation level provided for in Sections 3(a) and (b) of this Agreement (but assuming that such salary and bonus each increase 4% per annum) for two years following the Date of Termination, (ii) the Executive made pre-tax contributions at the highest permissible rate (disregarding any accrued but unused limitations imposed by the Code, which may or may not be set forth in the 401(k) Plan) for such two year period, and unpaid vacation pay (iii) the Profit Sharing Contribution Account, Matching Contribution Account, and Company Account were fully vested, and (2) the actual aggregate value of the vested portions of the Executive’s Profit Sharing Contribution Account, (iii) any earned and unpaid bonuses of the ExecutiveMatching Contribution Account, and Company Account, if any, under the 401(k) Plan and the SERP; (ivii) the amount of any unpaid compensation previously deferred by Company shall pay to the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment for a period of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through 24 months following the Date of Termination his then Annual Base Salary and Annual Bonus assuming for purposes of determining such bonus the achievement of the Target Amount. Such Annual Base Salary shall be paid at the time contemplated by Section 3(a) and such Annual Bonus shall be paid at the time contemplated by Section 3(b). In the event of the Executive’s death before all amounts due under the Subsection (collectivelyb)(ii) have been paid to the Executive, the “Accrued Obligations”)amounts payable to the Executive under this Subsection (b)(ii) shall be paid to the Executive’s Beneficiary; (biii) continue to provide to for the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a 24 month period of time after following the Date of Termination equal to 12 months or such longer period as any plan, program, practice or policy may provide (the “Severance Benefit Continuation Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will shall continue on the same terms and conditions the benefits to pay the share Executive and/or the Executive’s family provided to them under the plans, programs, practices and policies described in Section 3(e) as may be in effect from time to time with respect to other peer executives of the premium for such coverage Company and their families; provided, however, that it pays for active if the Executive becomes re-employed with another employer and similarly-situated employees who is eligible to receive medical or other welfare benefits under another employer provided plan, the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) medical and other welfare benefits described herein shall cease on the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, Executive becomes a participant in which case this benefit will not applysuch other plan; and (div) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required with up to be paid or $10,000 for outplacement services commensurate with those provided or which to terminated executives of comparable level made available through and at the Executive is eligible to receive following the Executive’s termination facilities of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)a reputable and experienced vendor.

Termination Without Cause or Resignation for Good Reason. If (i) the Executive’s employment with the Company is terminated by the Company (without Cause and other than for Cause, due to the Executive’s death or Disability or death(ii) or the Executive resigns for Good Reason during (each, a “Qualifying Termination”), then the TermCompany shall pay the Executive any earned but unpaid Base Salary accrued through the date of termination, at the rate then in effect, less standard deductions and withholdings. In addition, if the Executive furnishes to the Company an executed waiver and release of claims in a form to be provided by the Company, which may include an obligation for the Executive to provide reasonable transition assistance (the “Release”), that is nonrevocable prior to the Release Date, and if the Executive allows the Release to become effective in accordance with its terms, then the Executive shall be entitled to receive the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shallSections 5.3 and 5.6: (a) The Company shall pay the Executive an amount equal to one times (1x) the sum of (i) the Executive’s then current Base Salary (determined prior to any reduction in Base Salary that otherwise constitutes Good Reason, if applicable) and (ii) the Executive’s Annual Performance Bonus (as determined under Section 3.2 above, and prior to any reduction in such annual target bonus opportunity that or otherwise constitutes Good Reason, if applicable) in respect of the fiscal year in which the termination of employment occurs, at target level. Said amount shall be paid to the Executive in a single lump sum within ten (i10) any unpaid base salary of days following the Executive, (ii) any accrued but unused Release Date and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts will be subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”)required withholding; (b) If the Executive is eligible for and timely elects COBRA continuation coverage, the Company will reimburse the total amount of COBRA premiums for the first twelve (12) months of COBRA coverage (for clarity, such COBRA premium reimbursements will be inclusive of premiums for the Executive’s eligible dependents for such health, dental, and vision insurance plan coverage as in effect immediately prior to the Executive’s Qualifying Termination, provided that such dependents continue to provide to be eligible for such coverage during such twelve (12)-month period); provided, however, that if the Executive ceases to be eligible for COBRA or becomes eligible to enroll in accordance with the group health insurance plan of any other employer, the Executive will immediately notify the Company and the Company’s ordinary payroll practicesobligation to provide the COBRA premium benefits shall immediately cease. Further, notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of reimbursing the Executive’s base salary for COBRA premiums, the Company will pay the Executive on a period of time after the Date of Termination monthly basis a fully taxable cash payment equal to 12 months (the “Severance Period”)COBRA premium for that month, with payments beginning as provided in 4.4 below;subject to applicable tax withholding. The payment may be, but need not be, used by the Executive to pay for COBRA premiums; and (c) if and while Subject to Section 5.1(d), unless specifically provided otherwise in the applicable equity award agreement, the Executive and his or her family qualifies for and elects shall be eligible to participate become fully vested in continuation health coverage under Section 4980B 25% of the Code (“COBRA”), the Company will continue to pay the share then unvested portion of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type each of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expiresthen unvested and outstanding equity awards, unless including the CompanyExecutive’s providing payments for COBRA will violate then remaining unvested portion of any Annual Equity Grants and any other equity grants awarded. Such accelerated vesting shall be effective as of the nondiscrimination requirements tenth (10th) day following the Release Date. In order to give effect to the intent of this provision, if the Executive is entitled to accelerated vesting of any equity award pursuant to this provision, then notwithstanding anything to the contrary set forth in the terms of such equity award (including any applicable lawequity incentive plan and equity award agreement), in which case this benefit no event will not apply; andsuch equity award be forfeited or terminate prior to the effective date of such acceleration. (d) Notwithstanding anything in this Agreement to the extent not previously paid contrary, if, pursuant to another written plan, agreement or providedother arrangement with the Company, the Company shall timely pay or provide Executive is entitled to benefits with respect to the Executive’s outstanding equity awards that are more favorable to the Executive any other amounts than the accelerated vesting benefit set forth in Section 5.1(c) or benefits required to be paid 5.3, or provided or which the extended post-termination exercise period benefit set forth in Section 5.3, as applicable, as determined by the Company in its sole discretion, then the Executive will not be entitled to the accelerated vesting benefit set forth in Section 5.1(c) or 5.3 (if the more favorable benefit is eligible to receive following regarding accelerated vesting) or the Executive’s extended post-termination of employment under any plan, program, policy, practice, contract or agreement of exercise period benefit set forth in Section 5.3 (if the Company (collectively, the “Other Benefits”more favorable benefit is regarding an extended post-termination exercise period).

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or deathshall terminate without Cause pursuant to Section 4(a)(iv) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled pursuant to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims4(a)(v), the Company shall, subject to the Executive’s execution of a general waiver and release of claims agreement in the Company’s customary form: (a) pay to the Executive in a lump sum (i) any unpaid base salary of the ExecutiveContinue to pay, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary normal payroll practices, the Executive’s base salary Annual Base Salary for a the period of time after beginning on the Date of Termination equal and ending on the earliest to 12 months occur of (a) the twelve month anniversary of the Date of Termination, (b) the first date the Executive violates any covenant contained in Section 6, or (c) the first date of the Executive’s employment or consultancy (whether as an employee, independent contractor, or otherwise) with another company based on more than twenty (20) hours per week (and the Executive hereby agrees to inform the Company immediately upon his becoming such an employee or consultant with another company), such period referred to as the “Severance Salary Continuation Period”), with payments beginning as provided in 4.4 below; (cii) if and while Continue coverage (at the Company’s expense), for the period set forth in clause (i) above, for the Executive and his or her family qualifies for any dependents under the Company group health benefit plan in which the Executive and elects any dependents were entitled to participate in continuation health immediately prior to the Date of Termination, excluding Exec-U-Care or similar supplemental coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium policies for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not applysenior executives; and (diii) Pay you a pro-rated bonus for the year of termination, which except for the pro-ration shall be pursuant to the extent not previously terms and conditions set forth in the Bonus Plan and shall be payable at such time as bonuses are paid or providedto other executive officers who participate therein; In the event the Company modifies the terms of the severance benefits applicable to Senior Vice Presidents of the Company, the Company shall timely pay or provide to the Executive any other amounts or severance benefits required to described in this Section 5 will be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)modified on a consistent basis.

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with Executive may be terminated by the Company without Cause upon not less than thirty (30) days written notice to Executive. The Company's notice must specify the Termination Date. Executive may resign if Good Reason exists upon not less than ten (10) days written notice to the Company. Executive's notice must set forth the facts and circumstances constituting Good Reason and specify the Termination Date. (A) during the period from the Effective Date until the second anniversary of the Effective Date (the "Initial Term"), 1.5 times his then current Salary or (B) after the Initial Term, his then current Salary, and (y) 75% of the average of the two Annual Bonuses (if any) paid to Executive for the two Fiscal Years preceding the year of termination, the first no earlier than the eighth day after Executive delivers the executed Release, and the other six months thereafter (the "Severance Payment"); provided, however, that if, during the Employment Period, Executive's employment is terminated by the Company in anticipation of, or within one year after a Change of Control (other than for as a result of Cause, Disability death or death) Total Disability), or the by Executive resigns for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release within one year after a Change of claimsControl, the Company shall: instead will pay Executive an amount equal to 200% of Severance Payment (acalculated and payable as provided in the preceding clause); (ii) pay to Executive within five (5) business days of the date of Executive's employment termination any accrued but unpaid Annual Bonus for the Fiscal Year preceding the year of termination; (iii) pay Executive in a lump sum sum, at the time that annual bonuses are paid to other executives of the Company generally, an amount equal to the Annual Bonus for the year of termination multiplied by a fraction with a numerator equal to the number of days during the calendar year during which Executive was employed and a denominator of 365; and (iv) pay the COBRA premiums for Executive and his dependents for the lesser of (A) one (1) year or (B) until Executive and his dependents cease to be eligible for such COBRA benefits (including, without limitation, by reason of Executive becoming eligible for substantially similar coverage from a subsequent employer). If Executive elects not to deliver the Release, then the Company shall have no obligation to pay Executive the severance provided for in clause (i) any unpaid base salary of above, but shall be obligated to pay to Executive the Executive, amounts provided for in clauses (ii) any accrued but unused and unpaid vacation pay of the Executive), (iii) any earned and unpaid bonuses of the Executive, and (iv) above at the amount times provided therein. Any payments to be made to Executive pursuant to this Section 4(d) are in addition to any benefits that may be payable under any life insurance, disability insurance or similar policies of insurance that the Company may maintain on Executive's behalf and to which Executive contributes all or any portion of the premiums to maintain. If Executive's employment is terminated hereunder, Executive shall be under no obligation to seek other employment and there shall be no offset against any amounts due to Executive under this Agreement on account of any unpaid compensation previously deferred by the remuneration attributable to any subsequent employment that Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)may obtain.

Termination Without Cause or Resignation for Good Reason. (a) If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability without Cause or death) or the Executive resigns for Good Reason during Reason, in either case, prior to a Change in Control or more than twelve (12) months following a Change in Control, then the TermCompany shall pay Executive any earned but unpaid Base Salary accrued through the date of termination, at the rates then in effect, less standard deductions and withholdings. In addition, if Executive furnishes to the Company an executed waiver and release of claims in a form to be provided by the Company, which may include an obligation for Executive to provide reasonable transition assistance (the “Release”) that is non-revocable prior to the Release Date, and if Executive allows such Release to become effective in accordance with its terms, then the Executive shall be entitled to receive the following benefits: (i) The Company shall pay Executive an amount equal to one (1) times the sum of the Executive’s then current Base Salary (without regard to any reduction in Base Salary that would otherwise constitute Good Reason), the pro-rated amount of Executive’s annual target bonus (as determined under Section 2.2 above, prior to any reduction in such annual target bonus opportunity that otherwise constitutes Good Reason, if applicable) in respect of the fiscal year in which the termination of employment occurs, and any unpaid annual bonus amount with respect to the fiscal year ended prior to the termination of Executive’s employment. Said amount shall be paid to Executive in a single lump sum on the next normal payroll cycle following the date that is ten (10) days following the Release Date and will be subject to required withholding; and (ii) If Executive is eligible for and timely elects COBRA continuation coverage, the Company will reimburse COBRA premiums for the first twelve (12) months of COBRA coverage; provided, however, that if Executive ceases to be eligible for COBRA or becomes eligible to enroll in the group health insurance plan of another employer, Executive will immediately notify the Company and the Company’s obligation to provide the COBRA premium benefits shall immediately cease. Further, notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums on Executive’s behalf, the Company will pay Executive on a monthly basis a fully taxable cash payment equal to the COBRA premium for that month, subject to complianceapplicable tax withholding. This payment may be, where applicablebut need not be, with the requirements in Section 4.4 below regarding release of claims, the Company shall: (a) used by Executive to pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”);COBRA premiums. (b) continue to provide If Executive’s employment with the Company is terminated without Cause or Executive resigns for Good Reason, in either case, upon or on or before the twelve-month anniversary of a Change in Control (but not before a Change in Control), then the Company shall pay Executive any earned but unpaid Base Salary accrued through the date of termination, at the rates then in effect, less standard deductions and withholdings. In addition, if Executive furnishes to the Company an executed Release that is non-revocable prior to the Release Date, and if Executive allows such Release to become effective in accordance with its terms, then the Company’s ordinary payroll practices, Executive shall receive the following benefits: (i) The Company shall pay Executive an amount equal to 1.5 times the sum of the Executive’s base salary for a period of time after the Date of Termination equal then current Base Salary (without regard to 12 months (the “Severance Period”any reduction in Base Salary that would otherwise constitute Good Reason), the full amount of Executive’s annual target bonus (as determined under Section 2.2 above, prior to any reduction in such annual target bonus opportunity that otherwise constitutes Good Reason, if applicable) in respect of the fiscal year in which the termination of employment occurs, and any unpaid annual bonus amount with payments beginning as provided respect to the fiscal year ended prior to the termination of Executive’s employment. Said amount shall be paid to Executive in 4.4 below;a single lump sum on the next normal payroll cycle following the date that is ten (10) days following the Release Date and will be subject to required withholding; and (cii) if and while the If Executive and his or her family qualifies is eligible for and timely elects to participate in COBRA continuation health coverage under Section 4980B of the Code (“COBRA”)coverage, the Company will continue reimburse COBRA premiums for the first eighteen (18) months of COBRA coverage; provided, however, that if Executive ceases to pay be eligible for COBRA or becomes eligible to enroll in the share group health insurance plan of another employer, Executive will immediately notify the premium for such coverage that it pays for active Company and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for obligation to provide the COBRA will violate premium benefits shall immediately cease. Further, notwithstanding the nondiscrimination requirements of applicable lawforegoing, if at any time the Company determines, in which case this benefit will its sole discretion, that it cannot apply; and provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (d) to including, without limitation, Section 2716 of the extent not previously paid or providedPublic Health Service Act), then in lieu of paying COBRA premiums on Executive’s behalf, the Company shall timely will pay or provide Executive on a monthly basis a fully taxable cash payment equal to the COBRA premium for that month, subject to applicable tax withholding. This payment may be, but need not be, used by Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)pay for COBRA premiums.

Termination Without Cause or Resignation for Good Reason. If the Executive’s Employee's employment with the Company hereunder is terminated by the Company (other than for CauseWithout Cause pursuant to Section 5(a)(v), Disability or death) or due to the Executive resigns Employee's resignation for Good Reason during pursuant to Section 5(a)(vi), then: (i) The Company shall continue to pay the TermEmployee his full Base Salary and Annual Bonus in accordance with normal payroll practices and without interest through the earlier of (A) December 31, then 2010 and (B) the Executive second Anniversary of the Date of Termination, at the rate in effect at the time notice of the termination of the Employee's employment is given in accordance with Section 5(a)(v) or Section 5(a)(vi) hereof, as the case may be; provided, however, that if a Change of Control Date shall have occurred prior to Employee's termination Without Cause or resignation for Good Reason, the Administrator shall disburse the Retention Amount (as defined in Section 6(f) hereof) to the Employee on or promptly following the Date of Termination, subject to and in accordance with the Retention Account Procedures; and (ii) The Employee shall be entitled to participate in all employee benefit plans and programs to the following benefits, subject extent applicable to compliance, where applicable, with the requirements in Section 4.4 below regarding release other senior executives of claims, Avatar and the Company shall: (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for the Employee's continued participation is permissible under the general terms by which and provisions of such amounts were or are deferred), in each case of clauses (iplans and programs) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (iA) December 31, 2010 and (B) the end second Anniversary of the Severance Period Date of Termination; provided, however, that if a Change of Control shall have been consummated prior to Employee's termination Without Cause or (ii) resignation for Good Reason, the date Employee shall be entitled to participate in such benefit plans and programs through the Executive’s COBRA continuation coverage expiresRetention Date. In the event that the Employee's participation in any such plan or program is not permitted, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) Employee shall be entitled to receive an amount equal to the extent not previously paid annual contributions, payments, credits or provided, allocations made by the Company shall timely pay or provide to the Executive any other amounts Employee's account or benefits required to be paid or provided or which on the Executive is eligible to receive following the Executive’s termination of employment Employee's behalf under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)such plans and programs.

Termination Without Cause or Resignation for Good Reason. If the Company terminates Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability without Cause or death) or the if Executive resigns for Good Reason during the TermReason, then the Executive shall be entitled then, in addition to the following benefits, subject to compliance, where applicable, with the requirements amounts described in Section 4.4 below regarding 4.5.1, and conditioned upon Executive executing and not revoking a release of claimsclaims in a form acceptable to the Company (the “Release”) within the time periods specified therein, the Company shall: will provide Executive with the following separation benefits (atogether, the “Separation Benefits”): (i) the Company will pay Executive severance in an amount equal to six months of Executive’s Base Salary (at the rate in effect as of the termination); and (ii) if Executive in timely elects continued health insurance coverage under COBRA, the Company will pay the entire premium necessary to continue such coverage for Executive and Executive’s eligible dependents for a period of six months or, if earlier, when Executive becomes eligible for group health insurance coverage under another employer’s plan, provided, however, that the Company will have the right to terminate such payment of COBRA premiums on behalf of Executive and instead pay Executive a lump sum amount equal to the COBRA premium times the number of months remaining in the specified period if the Company determines in its discretion that continued payment of the COBRA premiums is or may be discriminatory under Section 105(h) of the Internal Revenue Code. The severance payments under clause (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the above will be payable to Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive over time in accordance with the Company’s ordinary payroll practices, practices and procedures beginning on the 60th day following the termination of Executive’s base salary for a period employment with the Company, provided that the first installment will include all installments that would have been paid if the payments had commenced immediately following the date of time after termination. Notwithstanding the Date foregoing, if Executive is entitled to receive the Separation Benefits but violates any provisions of Termination equal to 12 months (Section 2 hereof or the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”)PIIA, the Company will continue be entitled to pay the share immediately stop paying any further installments of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable lawSeparation Benefits, in which case this benefit will not apply; and (d) addition to any other remedies that may be available to the extent not previously paid Company in law or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)at equity.

Termination Without Cause or Resignation for Good Reason. If In the Executiveevent that Officer resigns for Good Reason or Officer’s employment with the Company hereunder is terminated by the Company (Bank other than for CauseCause in accordance with Section 6(b), Disability or death) or the Executive resigns for Good Reason during the Term, then the Executive Officer shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shalla “Severance Package” consisting of: (i) a “Severance Payment” equal to the sum of (a) pay to two-times the Executive Officer’s annual Base Salary (as in effect on the Termination Date), (b) two-times the Officer’s Target Annual Bonus, and (c) two-times the target Special Incentive Bonus, as applicable for the year in which the Termination Date occurs, which shall be aggregated and paid in a lump sum cash payment within sixty (i60) any unpaid base salary of days following the ExecutiveTermination Date, and subject to required deductions for state and federal withholding tax, social security and all other applicable employment taxes and required deductions; (ii) any accrued but unused and unpaid vacation pay if such termination under this 6(c) occurs on or after six (6) months following the commencement of the Executivefiscal year to which annual bonuses relate, a “Pro-Rata Bonus Payment” equal to the product of (iiix) any the annual bonus described in Section 4(c)(i) above and the Special Incentive Bonus, if any, that Officer would have earned and unpaid bonuses for the fiscal year in which the Termination Date occurs based on achievement of the Executive, applicable performance goals for such year and (ivy) a fraction, the amount numerator of any unpaid compensation previously deferred which is the number of days that Officer was employed by the Executive Company during the fiscal year of termination and the denominator of which is the total number of days in such fiscal year. The Pro-Rata Bonus Payment shall be paid, notwithstanding any service requirement, following the last day of the applicable bonus period, not later than the date that annual bonuses are paid to similarly situated executives and in no event later than March 15th of the calendar year immediately following the fiscal year in which the Termination Date occurs (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued ObligationsPro-Rata Bonus Payment Date”); (biii) continue vesting of all unvested stock options and stock appreciation rights granted by the Company to provide Officer; (iv) all outstanding equity compensation awards, other than stock options and stock appreciation rights, that were granted by Company to Officer and that are intended to constitute performance-based compensation under Code Section 162(m)(4)(C) and that would otherwise were scheduled to vest in a year subsequent to the Executive in accordance with year of termination of Officer’s employment, shall remain outstanding and fully vest upon satisfaction of the Companyapplicable performance requirements underlying such awards notwithstanding any service requirement; (v) accelerated vesting of any outstanding equity-based compensation awards, other than stock options and stock appreciation rights, that were granted by Company to Officer and that are not intended to qualify as performance-based compensation under Code Section 162(m)(4)(C); and (vi) payment of the premiums required to continue Officer’s ordinary payroll practicesgroup health care coverage (i.e. medical, dental and vision, to the Executive’s base salary extent applicable) for a period of time after up to eighteen (18) months following Officer’s Termination Date, under the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B applicable provisions of the Code Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided that Officer elects to continue and remains eligible for these benefits under COBRA, and does not become eligible for such health coverage through another employer during this period; provided further, that, if Bank determines, in its sole discretion that the Company will continue to pay the share payment of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end COBRA premiums would result in a violation of the Severance Period nondiscrimination rules under Code Section 105(h) or (iiof any statute or regulation of similar effect or other adverse tax or legal consequences to the Bank, then, the parties agree to take such reasonable best efforts to reform this Section 6(c)(vi) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will in such manner as is necessary as to not violate the nondiscrimination requirements rules under Code Section 105(h) or of applicable law, in which case this benefit will not apply; andany statute or regulation of similar effect or cause such adverse consequences. (dvii) Officer will only receive the Severance Package if Officer: (a) complies with all surviving provisions of this Agreement; and (b) executes a separation and release agreement in a form reasonably acceptable to the extent not previously paid Company, releasing all claims, known or providedunknown, that Officer may have against the Company, its Subsidiaries and Affiliates (the “Company Group”) and such other parties as reasonably included therein and releasing all claims, known or unknown, that the Company shall timely pay Group may have against the Officer, (with customary carveouts, as may be applicable, including carveouts for vested benefits and any D&O insurance and indemnification rights that survive termination pursuant to their terms) arising out of or provide any way related to the Executive any other amounts Officer’s employment or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of with the Company (the “Release”), and such release has become effective in accordance with its terms prior to the sixtieth (60th) day following the Termination Date (collectively, the “Other BenefitsRelease Conditions”); provided that the Company shall not release Officer from (i) fraud, (ii) material violation of law, (iii) willful misconduct or acts of bad faith, (iv) any right to clawback compensation under applicable law, regulation, or bilateral agreement or Company policy (including, without claim Section 16(f) of this Agreement), or (v) the right to enforce post-termination restrictive covenants to which Officer is subject. For purposes of complying with Section 409A, (I) any payment or benefit described in Section 6(c) of this Agreement shall not be due and payable until the date that the Release becomes fully effective and non-revocable (such date, the “Release Effective Date”), (II) to the extent any payments are delayed pursuant to clause (I) of this sentence, such delayed amounts shall be paid in a lump-sum promptly following the Release Effective Date, (III) all payments due after the payment made pursuant to clause (II) of this sentence shall be made at the time prescribed in Sections 6(c) of this Agreement, and (IV) notwithstanding the clauses (II) and (III) of this sentence, to the extent the amounts described in Sections 6(c) of this Agreement constitute “non-qualified deferred compensation” that is subject to Section 409A, (A) to the extent Officer’s termination of employment with the Company occurs on or after November 2 of any calendar year, no amounts shall be paid pursuant to Section 6(c) of this Agreement until the calendar year following the year in which the Termination Date occurs, (B) to the extent any payments are delayed pursuant to clause (IV)(A) of this sentence, such delayed amounts shall be paid in a lump-sum promptly following (and, subject to the remainder of this subsection (vii), in no event later than thirty (30) days following) the later of the Release Effective Date and January 1 of the calendar year following the calendar year in which the Termination Date occurred, and (C) all payments due after the payment made pursuant to clause (IV)(B) of this sentence shall be made at the time prescribed in Sections 6(c) of this Agreement. All other Bank obligations to Officer pursuant to this Agreement will be automatically terminated and completely extinguished, except as otherwise provided in Section 8 below. Officer shall have no entitlement to any separation pay or termination benefits in connection with any termination described in this Section 6(c) as may be provided under any other Company plan, program or arrangement.

Termination Without Cause or Resignation for Good Reason. If Upon termination of the Executive’s employment with Xxxxxx, the Company and Holdings during the Employment Period either (i) by Xxxxxx, the Company and Holdings without Cause or (ii) by the Executive’s resignation for Good Reason, and subject to the Executive’s execution and non-revocation of a release in substantially such reasonable form as is terminated provided by the Company (other than for Cause, Disability or death) or the Executive resigns for Good Reason during the Term, then the Executive such release shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below include provisions regarding release non-disparagement of claimsXxxxxx, the Company shall: (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practicesHoldings, the Executive’s base salary reasonable cooperation with legal claims, and the Executive’s compliance with the covenants set forth in Article VIII of this Agreement), the Executive will receive in 24 monthly installments an amount equal to two times the sum of: (i) Base Salary (prior to any reduction in Base Salary that constitutes Good Reason) and (ii) the average Annual Bonus earned in the preceding three years (including any Annual Bonus paid pursuant to the Prior Agreement). In addition to the above payments, (a) Executive shall receive upon termination of employment, a Prorata Annual Bonus at the time the Annual Bonus would have otherwise been payable had Executive’s employment not terminated and the continuation of non-taxable health and dental benefits to which Executive is entitled as of the date of termination for 12 months; provided that such benefits shall cease upon the Executive becoming eligible for comparable benefits from a new employer; (b) Executive shall receive, for a period of time after the Date of Termination equal to 12 months (following the “Severance Period”)date of termination, with payments beginning as provided but no later than the point at which Executive is employed on a substantively full-time basis, executive career transition services, not to exceed $25,000 in 4.4 below; the aggregate; and (c) if and while the Time-Based Tranche Options provided to the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) pursuant to the extent not previously paid Option Agreement attached as Exhibit B to the Prior Agreement and any other time based options granted to Executive by Xxxxxx, Holdings or provided, the Company shall timely pay or provide to immediately become fully vested. Notwithstanding the Executive any other amounts or benefits required to be paid or provided or which the foregoing, if Executive is eligible to receive a “specified employee” under Section 409A of the Code, and any payments described above would result in the imposition of an additional tax under that section, then any of the above payments due during the six months following the termination of employment shall be accumulated and paid on the day following the six month anniversary of the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)employment.

Termination Without Cause or Resignation for Good Reason. If The Employment Term and the Executive’s employment with the Company is hereunder may be terminated by the Company (other than for Cause, Disability or death) or the Executive resigns for Good Reason during or by the TermCompany without Cause. In the event of such termination, then the Executive shall be entitled to receive the following benefits, Accrued Amounts and subject to compliance, where applicable, with the requirements in Section 4.4 below regarding Executive’s execution of a release of claimsclaims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company (the “Release”) and such Release becoming effective within sixty (60) days following the Termination Date (such 60-day period, the Company shall“Release Execution Period”), the Executive shall be entitled to receive the following: (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive equal installment payments payable in accordance with the Company’s ordinary normal payroll practices, but no less frequently than monthly, which are in the aggregate equal to 1.5 times the sum of the Executive’s annual rate of base salary for the year in which the Termination Date occurs, which shall begin within 60 days following the Termination Date; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payments shall not begin until the beginning of the second taxable year; provided further that, the first installment payment shall include all amounts that would otherwise have been paid to the Executive during the period beginning on the Termination Date and ending on the first payment date if no delay had been imposed; (b) a period of time after the Date of Termination payment equal to 12 months the product of (i) the Annual Incentive, if any, that the Executive would have earned for the calendar year in which the Termination Date (as determined in accordance with Section 2.6) occurs based on achievement of the applicable performance goals for such year and (ii) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year (the “Severance PeriodPro-Rata Bonus”). This amount shall be paid on the date that annual bonuses are paid to similarly situated executives, with payments beginning as provided but in 4.4 belowno event later than two-and-a-half (2 1/2) months following the end of the calendar year in which the Termination Date occurs; (c) if and while If the Executive timely and his or her family qualifies for and properly elects to participate in health continuation health coverage under Section 4980B the Consolidated Omnibus Budget Reconciliation Act of the Code 1985 (“COBRA”), the Company will continue shall reimburse the Executive for the difference between the monthly COBRA premium paid by the Executive for himself and his dependents and the monthly premium amount paid by similarly situated active executives. Such reimbursement shall be paid to pay the share Executive on the 15th day of the month immediately following the month in which the Executive timely remits the premium for payment. The Executive shall be eligible to receive such coverage that it pays for active and similarly-situated employees who receive the same type of coverage reimbursement until the earlier of earliest of: (i) the end eighteen-month anniversary of the Severance Period or Termination Date; (ii) the date the Executive’s Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage expiresfrom another employer or other source. Notwithstanding the foregoing, unless if the Company’s providing making payments for COBRA will under this Section 2.2(c) would violate the nondiscrimination requirements rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), or result in the imposition of applicable lawpenalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to reform this Section 2.2(c) in which case this benefit will not apply; anda manner as is necessary to comply with the ACA. (d) to The treatment of each outstanding equity award, if any, shall be determined in accordance with the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement terms of the Company (collectively, the “Other Benefits”)applicable plan and award agreement.

Termination Without Cause or Resignation for Good Reason. If the Company terminates Executive’s employment with the Company is terminated by the Company (without Cause and other than for Causedeath or Disability, Disability or death) or the Executive resigns terminates his employment for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claimsReason, the Company shall:shall pay Executive a Cash Severance Amount and provide Executive with the severance benefits set forth in subparagraphs (i) through (v) below (collectively, the “Severance Pay”). The Severance Pay shall be subject to Section 22 and, to the extent applicable, Section 28. (ai) The Cash Severance Amount shall be the amount as provided in Exhibit A hereto. The Company shall pay the Cash Severance Amount to the Executive in a lump sum (i) any unpaid base salary by wire transfer on the first day of the Executive, seventh month following the termination date. (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Provided Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for timely elects continued coverage under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal group health plan pursuant to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (“Code”) (“COBRA”), the Company will continue shall pay on Executive’s behalf the full premium required for such continued coverage elected for his applicable COBRA period but not to pay the share exceed 18 months; provided, however, such COBRA premium shall be paid to Executive on a fully grossed-up after-tax basis, if necessary for Executive not to be subject to tax under Section 105 of the premium for such coverage Code. (iii) An amount equal to the annual bonus that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) would have been paid to Executive had he remained employed through the end of the Severance Period calendar year in which his employment terminates, to be calculated based on the level of achievement of the Company’s financial targets under the Company’s Management Incentive Program (or any successor to such plan) (“MIP”) at the end of the calendar year, provided that (i) any such determination shall be made without application of any modifier that is based on individual performance, and (ii) such bonus amount achieved, if any, shall be prorated based on a fraction, the numerator of which is the number of days of Executive’s employment during the applicable calendar year and the denominator of which is 365. This prorated amount shall be paid during the immediately following calendar year, and not later than, when the MIP participants are paid. (iv) If applicable, an amount equal to the unpaid annual bonus for the preceding calendar year that would have been paid to Executive had he remained employed through the date of the bonus payments under the MIP for the prior calendar year, which payment shall be made without application of any modifier that is based on individual performance. This amount shall be paid in the calendar year in which his employment terminates, and not later than, when the MIP participants are paid. (v) During the 12- month period following Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements termination of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or providedemployment, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the with outplacement services of Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectivelychoosing, the “Other Benefits”)cost of which shall not exceed $20,000.

Termination Without Cause or Resignation for Good Reason. If If, during the Employment Period, the Company terminates the Executive’s employment with the Company is terminated by the Company (other than for Cause, Cause or Disability or death) or the Executive resigns from his employment for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shallReason: (ai) the Company shall pay to the Executive in a lump sum in cash within 30 days following the Date of Termination the aggregate of the following amounts: (A) the Accrued Obligations payable to the Executive under Section 4(a), except that the portion of the Accrued Obligations attributable to the Annual Bonus shall not be in the discretion of the Board of Directors and shall be paid at the time described in Section 4(b)(i) notwithstanding the timing of payment set forth in Section 4(a) and assuming for purposes of determining such bonus the achievement of target performance through the Date of Termination; and (B) a separate lump sum supplemental retirement benefit equal to the difference between (1) the aggregate value of the Profit Sharing Contribution Account and Matching Contribution Account (as defined in the Xxxxxx Materials Profit Sharing 401(k) Plan or any successor plan thereto (the “401(k) Plan”)) and the Company Account (as defined in the SERP) under the SERP that the Executive would receive if (i) any unpaid base salary of the Executive’s employment continued at the compensation level provided for in Sections 3(a) and (b) of this Agreement (but assuming that such salary and bonus each increase 4% per annum) for two years following the Date of Termination, (ii) the Executive made pre-tax contributions at the highest permissible rate (disregarding any accrued but unused limitations imposed by the Code, which may or may not be set forth in the 401(k) Plan) for such two year period, and unpaid vacation pay (iii) the Profit Sharing Contribution Account, Matching Contribution Account, and Company Account were fully vested, and (2) the actual aggregate value of the vested portions of the Executive’s Profit Sharing Contribution Account, (iii) any earned and unpaid bonuses of the ExecutiveMatching Contribution Account, and Company Account, if any, under the 401(k) Plan and the SERP; (ivii) the amount without duplication of any unpaid compensation previously deferred by amounts described in Section 4(b)(i)(A), the Company shall pay to the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment for a period of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through 24 months following the Date of Termination his then Annual Base Salary and Annual Bonus assuming for purposes of determining such bonus the achievement of the Target Amount. Such Annual Base Salary shall be paid at the times contemplated by Section 3(a) and such Annual Bonus shall be paid at the time contemplated by Section 3(b). In the event of the Executive’s death before all amounts due under this Subsection (collectivelyb)(ii) have been paid to the Executive, the “Accrued Obligations”)amounts payable to the Executive under this Subsection (b)(ii) shall be paid to the Executive’s Beneficiary; (biii) continue to provide to for the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a 24 month period of time after following the Date of Termination equal to 12 months or such longer period as any plan, program, practice or policy may provide (the “Severance Benefit Continuation Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will shall continue on the same terms and conditions the benefits to pay the share Executive and/or the Executive’s family provided to them under the plans, programs, practices and policies described in Section 3(e) as may be in effect from time to time with respect to other peer executives of the premium for such coverage Company and their families; provided, however, that it pays for active if the Executive becomes re-employed with another employer and similarly-situated employees who is eligible to receive medical or other welfare benefits under another employer provided plan, the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) medical and other welfare benefits described herein shall cease on the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, Executive becomes a participant in which case this benefit will not applysuch other plan; and (div) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required with up to be paid or $15,000 for outplacement services commensurate with those provided or which to terminated executives of comparable level made available through and at the Executive is eligible to receive following the Executive’s termination facilities of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)a reputable and experienced vendor.

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment Subject to your continued compliance with the Company covenants contained in the Restrictive Covenant Agreement attached as Exhibit B to the Agreement, if your employment is terminated (i) by the Company without Cause or (other than for Cause, Disability or deathii) or the Executive resigns your resignation from employment for Good Reason during the Termthen, then the Executive shall be entitled in addition to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claimsAccrued Obligations, the Company shallwill: (a) pay you a lump-sum cash payment on the sixtieth (60th) calendar day following the termination date in an aggregate amount equal to the Executive in a lump sum (i) any unpaid annual base salary that would have been paid to you during the twelve (12)-month period following the termination date (the “Severance Period”), less applicable taxes and withholdings (the “Severance Payment”); provided that, in the event the Company determines that you have materially violated any covenant contained in the Restrictive Covenant Agreement, you will be required to disgorge to the Company a prorated portion of the ExecutiveSeverance Payment, (ii) any accrued but unused and unpaid vacation pay determined on a daily basis from the date of such breach through the last day of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”)Severance Period; (b) continue to provide coverage during the Severance Period (or until you become eligible for comparable coverage under the medical health plans of a successor employer, if earlier) for you and any eligible dependents under all Company health and welfare plans in which you and any such dependents participated immediately prior to the Executive termination date, subject to any active-employee cost-sharing or similar provisions in accordance effect for you thereunder as of immediately prior to the termination date; provided that such coverage will not be provided in the event the Company would be subject to any excise tax under Section 4980D of the Code or other penalty or liability pursuant to the provisions of the Patient Protection and Affordable Care Act of 2010 (as amended from time to time), and in lieu of providing the coverage described above, the Company will instead pay to you a fully taxable monthly cash payment in an amount such that, after payment by you of all taxes on such payment, you retain an amount equal to the applicable premiums for such month, with such monthly payment being made on the last day of each month for the remainder of the Severance Period. For the avoidance of doubt, your health benefit coverage from the Company during the Severance Period shall run concurrent with the Company’s ordinary payroll practices, health continuation coverage period mandated by Section 4980B of the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 belowCode; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B pay you a prorated portion of the Code Annual Bonus payable with respect to the fiscal year in which such termination occurs determined on a daily basis, based on target level of achievement of the applicable performance goals for such year, payable on the sixtieth (“COBRA”), 60th) calendar day following the termination date; (d) pay you any previously earned Annual Bonus payable to you for any fiscal year of the Company will continue completed on or before the termination date that has not been paid to pay the share you as of the premium for such coverage that it pays for active and similarly-situated employees who receive termination date, payable on the same type of coverage until sixtieth (60th) calendar day following the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not applytermination date; and (de) treat all outstanding equity awards held by you in accordance with the terms of the applicable equity plan and award agreements; provided that, with respect to awards that vest (i) solely based on continued service with the Company, you will vest in any tranche scheduled to vest in accordance with the applicable award agreement during the Severance Period and (ii) based on the achievement of performance criteria, based on the actual achievement of such performance criteria that occurs during the Severance Period. ​ Notwithstanding the foregoing, this Section 1(e) shall not apply to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)Inducement Award.

Termination Without Cause or Resignation for Good Reason. Section 4.2.1 of the Agreement is hereby amended and replaced as follows: 4.2.1. The Company may voluntarily terminate this Agreement, and Executive’s employment, without Cause by giving written notice to Executive. Any such notice shall specify the exact date of termination (the “Termination Date”). If the Executive’s employment with the Company under this Agreement is terminated by the Company without Cause (other than for Causeas defined herein), Disability or death) or the if Executive resigns for Good Reason during the Term(as defined herein), then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements receive severance payments in Section 4.4 below regarding release of claims, the Company shall: (a) pay an amount equal to the Executive in a lump sum higher of (iA) any unpaid base salary his Base Salary at the rate currently being paid as of the ExecutiveTermination Date for an additional twelve (12) months of service as an employee, or (iiB) any accrued but unused and unpaid vacation pay of $255,000 (with such severance payments being paid over the Executive, twelve (iii12) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which months following such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive termination in accordance with the Company’s ordinary general payroll practices, the as and when such amounts would have been paid had Executive’s base salary employment not been terminated). The Company also agrees to provide Executive with the same level of health coverage and benefits as in effect for a period of time after the Date of Termination equal to 12 months Executive (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate eligible dependants) on the day immediately preceding the Termination Date; provided, however, that (1) Executive constitutes a qualified beneficiary, as defined in continuation health coverage under Section 4980B 4980(B)(g)(1) of the Code Code; and (2) Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time prescribed pursuant to COBRA. The Company will continue to pay the share of the premium for provide such continuation coverage that it pays for active and similarly-situated employees who receive the same type of coverage until through the earlier of (i) the end of the Severance Period or (iiA) the date twelve (12) months after the Termination Date, or (B) the date upon which the Executive and Executive’s eligible dependents become covered under another health plan. Executive will thereafter be responsible for the payment of COBRA continuation coverage expirespremiums (including, unless without limitation, all administrative expenses) for the remaining COBRA period. The severance payments provided for in this paragraph shall be in lieu of, and not in addition to, severance, if any, payable under any other plan or policy now in effect or adopted or modified from time to time by the Company. Notwithstanding anything in this agreement to the contrary, Executive’s right to receive severance pay is conditioned upon Executive’s execution and delivery of a release of claims agreement, releasing all claims Executive may have or claim to have against the Company and its respective agents and representatives, in a form acceptable to the Company, in its sole discretion (the “Release”). The Release must be executed and returned to the Company prior to any payment of severance benefits under this Agreement, and in all cases prior to the date sixty (60) days after the Termination Date. Executive shall not be under any obligation to mitigate the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid obligation by securing other employment or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefitsotherwise.”).

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated either by the Company (other than for Cause, Disability without Cause or death) or the by Executive resigns for Good Reason during the TermReason, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall: (a) pay to the Executive in a lump sum then: (i) one hundred percent (100%) of Executive’s then outstanding unvested equity awards granted pursuant to the Company’s 2007 Stock Plan, 2013 Equity Incentive Plan or any unpaid base salary other equity incentive plan approved by the Board shall vest as of the Executive, date of such termination; (ii) any accrued but unused the Company will pay Executive severance benefits in an amount equal to twenty-four (24) months of Executive’s Base Salary and unpaid vacation pay Target Bonus in the form of the salary continuation following Executive, (iii) any earned and unpaid bonuses ’s termination of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive employment in accordance with the Company’s ordinary normal payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months ; and (the “Severance Period”), with payments beginning as provided in 4.4 below; (ciii) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue reimburse Executive for all premiums paid for group health continuation coverage for Executive and Executive’s eligible dependents and domestic partner under COBRA so as to pay the share of the premium for such coverage that it pays for active provide Executive and similarly-situated employees who receive Executive’s eligible dependents and domestic partner with the same type level of coverage until benefits to the earlier same extent as in effect on the date of Executive’s termination through the lesser of (iA) twenty-four (24) months from the end effective date of the Severance Period such termination; or (iiB) the date the Executive and all of Executive’s COBRA eligible dependents and domestic partner are no longer eligible to receive continuation coverage expiresunder COBRA; provided, unless however, that Executive will be solely responsible for electing such coverage within the Companyrequired time period. In the event that the date on which Executive and Executive’s providing payments eligible dependents and domestic partner are no longer eligible to receive continuation coverage under COBRA is less than twenty-four (24) months from the effective date of such termination, and the loss of eligibility for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will is not apply; and (d) due to the extent not previously paid or providedcoverage under another employer’s medical plan, the Company shall timely promptly pay or provide to the Executive any other amounts or in one lump sum cash payment the cost of medical benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement for similarly situated active employees of the Company for the balance of the twenty-four (collectively, 24) month period. Executive must provide the “Other Benefits”)Company with written notice of Executive’s new position within ten (10) business days of starting any such position.

Termination Without Cause or Resignation for Good Reason. If The Employer may terminate the Executive’s employment with at any time, without Cause by providing the Company is terminated by the Company (other than for CauseExecutive, Disability or death) or and the Executive resigns may resign at any time for Good Reason during and will be provided by the TermCompany, then with the Executive shall be entitled to the following benefitsfollowing, subject to compliance, where applicable, with Section 10c(iii) below: i. During the requirements in Section 4.4 below regarding release first twelve (12) months of claims, the Company shallTerm: (a1) pay one (1) year’s Base Salary plus one year’s at-target STI Bonus, payable, subject to the Executive Section 24 of this Agreement, in a lump sum on the sixtieth (i60th) any unpaid base salary day following the Termination Date; (2) the Sign-On Option and each other outstanding stock option will vest in full; (3) all other equity awards will be governed by the terms of the Executiverelevant plan; provided, however, that (iix) any accrued but unused the definitions of “Cause” and unpaid vacation pay “Good Reason” will be deemed for purposes of the Executive, (iii) any earned and unpaid bonuses of the Executiverelevant plan to be as defined in this Agreement, and (ivy) solely for this purpose, and except as otherwise provided in the amount Change of any unpaid compensation previously deferred by Control Agreement, a termination for Good Reason will be treated in the Executive same manner under the relevant plan as a termination without Cause; (together with any accrued interest or earnings thereon4) (provided that this clause (iv) shall not cause accelerated payment an STI Bonus for the year of amounts subject termination of employment, pro-rated based on the number of days in the year prior to Section 409A the Termination Date (as defined below) if not provided for under the terms by which such amounts were or are deferred), based on the same performance criteria as the STI Bonus for that year as applicable to other executives, but in each case all events, paid, subject to Section 24 of clauses (i) through (iv) through this Agreement, no later than March 15th of the Date calendar year following the year in which it is deemed earned for purposes of Termination (collectively, the “Accrued Obligations”)Section 409A; (b5) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if continued extended health and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of dental benefits coverage until the earlier of the first anniversary of Termination Date or the date on which the Executive begins new full-time employment. ii. After the first twelve (i12) months of the Term: (1) two (2) years’ Base Salary plus two (2) years’ at-target STI Bonus, payable, subject to Section 24 of this Agreement, in a lump sum on the sixtieth (60th) day following the Termination Date; (2) an STI Bonus for the year of termination of employment, pro-rated based on the number of days in the year of the Termination Date, paid, subject to Section 24 of this Agreement, based on the same performance criteria as the STI Bonus for that year as applicable to other executives, but in all events, paid, , subject to Section 24 of this Agreement, no later than March 15th of the calendar year following the year in which it is deemed earned for purposes of Section 409A; (3) the end Sign-On Option and each other outstanding stock option will vest in full; (4) all other equity awards will be governed by the term of the Severance Period or relevant plan; ; provided, however, that (iix) the date definitions of “Cause” and “Good Reason” will be deemed for purposes of the Executive’s COBRA continuation coverage expiresrelevant plan to be as defined in this Agreement, unless and (y) solely for this purpose, and except as otherwise provided in the Company’s providing payments Change of Control Agreement, a termination for COBRA Good Reason will violate be treated in the nondiscrimination requirements of applicable law, in which case this benefit will not applysame manner under the relevant plan as a termination without Cause; and (d5) continued extended health and dental benefits coverage until the earlier of the first anniversary of the Termination Date or the date on which the Executive begins new full-time employment. iii. In order for the Executive to be entitled to receive payments pursuant to Section 10c(i) or 10c(ii), the Executive must sign and deliver to the extent not previously paid or providedCompany without revocation during any legally required revocation period, a Release of Claims Agreement (the Company shall timely pay or “Release”) in a form to be agreed in writing between the parties within seven days of execution of this Agreement, such Release to be executed and delivered to the Employer within the time frame designated therein. The Employer will provide the Release to the Executive any other amounts or benefits required for consideration and execution within five days following the Termination Date, in order to be paid or provided or which provide sufficient time for the Executive is eligible to receive following consider execution of the Release for the period of time required by law, and any required revocation period to have expired, prior to the payment date designated in Sections 10c(i) and (ii) above. Such Release shall include, among other things, a release of any and all claims the Executive may then and thereafter have, known and unknown, against the Employer, affiliates and the Parent, their shareholders, directors, officers, employees and agents for all statutory tort, contract, and common law claims, including, but not limited to claims for unlawful discrimination, harassment, and retaliation under Title VII of the Civil Rights Act of 1962, the Family and Medical Leave Act, the Americans with Disabilities Act as amended, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Employee Retirement Income Security Act, and all similar state, provincial and local legislation and law. If the Executive fails or refuses to sign and irrevocably deliver to the Company within the time period specified in the Release, the Executive shall not be entitled to payments pursuant to Section 10c(i) or 10c(ii) as applicable. iv. In the event of payment of any Base Salary and STI Bonus to the Executive in lieu of working notice, payment will be made within thirty (30) calendar days of termination of the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)employment.

Termination Without Cause or Resignation for Good Reason. If the Company terminates Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or the if Executive resigns terminates his employment for Good Reason during the TermReason, then the Executive shall be entitled to the following benefits, subject Accrued Obligations and to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shallbenefits provided below: (ai) The Company shall pay Executive an amount equal to two (2) times the Executive in a lump sum of the following: (i) any unpaid base salary of the Executivehis annual Base Salary, as adjusted pursuant to Section 4, and (ii) any accrued but unused and unpaid vacation pay a Bonus equal to the greater of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (ivA) the amount of any unpaid compensation previously deferred the Bonus Executive would have earned during the fiscal year of termination had this Agreement not been terminated early, which shall not be less than the Target Amount for that fiscal year, and (B) an amount equal to his Base Salary multiplied by the average percentage bonus (calculated as a percentage of their respective maximum bonus targets) of the next three most senior officers of the Company. The amounts set forth in this Section 11.1.1 shall be payable in twelve (12) equal monthly installments starting within thirty (30) days after the Date of Termination, but with all remaining amounts being paid no later than 65 days after the later the end of the calendar year or the Company fiscal year in which the Date of Termination occurs. (ii) The Company shall provide Executive with outplacement services for a period not to exceed one (together with any accrued interest or earnings thereon1) (provided year at an aggregate cost to the Company not to exceed $20,000, the scope of which shall be selected by Executive in his sole discretion and the provider of which shall be selected by Executive from among the providers offered to Executive by the Company; provided, however, that this clause (iv) shall not cause accelerated payment of amounts if the outplacement services would be subject to Code Section 409A 409A, Executive shall pay for such services during the first six (as defined below6) if not provided months following the Date of Termination, with the Company promptly reimbursing Executive within fifteen (15) days after the seven month anniversary of the Date of Termination for under all outplacement service expenses theretofore incurred by Executive, and the terms balance of the payments being made directly by which such amounts were or are deferred), in each case the Company until the first anniversary of clauses the Date of Termination. (iiii) through For the twenty-four (iv) through 24)-month period beginning on the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Coverage Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will shall pay for and provide Executive and his dependents with the same medical, vision, and dental benefits coverage under the Company’s benefit plans to which Executive would have been entitled had Executive remained continuously employed by the Company during the Coverage Period (except that Executive shall not be obligated to make any contributions he would have had to make had he remained an employee). In the event that Executive is ineligible under the terms of the Company’s benefit plans to continue to pay be so covered, the share Company shall provide Executive with substantially equivalent coverage through other sources. At the end of the premium for Coverage Period, Executive and his dependents shall be entitled to continuation coverage (or its equivalent) under COBRA and under any other applicable law, to the extent required by such coverage laws, as if Executive had terminated employment at the end of the Coverage Period. (iv) Until the expiration of all applicable statutes of limitation, the Company shall provide the Executive with indemnification and directors’ and officers’ liability insurance insuring Executive against insurable events which occur or have occurred while Executive was a director or officer of the Company, such insurance to have policy limits aggregating not less than the amount in effect immediately prior to the Date of Termination and such indemnification and insurance otherwise to be on terms and conditions that it pays for active are at least as generous as that then provided to any other current or former director or executive officer of the Company, provided, however, that such terms, conditions and similarly-situated employees who receive exceptions shall not be, in the same type aggregate, materially less favorable to Executive than those in effect on the date hereof. (v) Notwithstanding anything to the contrary in any equity plan, award agreement, other similar arrangement, or any other agreement to which the Company is a party, all of coverage Executive’s restricted stock, options, or other equity awards (whether outstanding as of the Effective Date of this Agreement or subsequently issued) will immediately, fully and automatically vest and shall be exercisable in full, all restrictions will lapse and immediately terminate and, if applicable, will remain exercisable until the earlier of (i) the end expiration of their maximum original term at the Severance Period time of grant or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements tenth anniversary of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)grant.

Termination Without Cause or Resignation for Good Reason. If (a) The Company may terminate Executive's employment at any time without Cause (as defined in Section 3.8) from the position in which Executive is employed hereunder upon not less than thirty (30) days’ prior written notice to Executive’s . The Company shall have the discretion to terminate Executive's employment with during the Company is terminated notice period and pay continued Base Salary in lieu of notice. In addition, Executive may initiate a termination of employment under this Section 3.1 by the Company (other than for Cause, Disability or death) or the Executive resigns resigning for Good Reason during (in accordance with the Termnotice provision set forth in Section 3.6). (b) Upon termination under this Section 3.1, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall:receive (a) pay to the Executive in a lump sum (i) any Executive's accrued but unpaid base salary Base Salary through the date of termination (payable on the Company's first payroll date after Executive's date of termination or earlier if required by applicable law), (ii) any accrued but unused unreimbursed business expenses incurred by Executive and unpaid vacation pay payable in accordance Sections 2.6 and 20 of the Executivethis Agreement, and (iii) benefits earned, accrued and due under any earned qualified retirement plan or health and unpaid bonuses welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination plan (collectively, the “Accrued Obligations”amounts in this Section 3.1(b) are "Guaranteed Payments");. (bc) continue If Executive's employment terminates as described in Section 3.1(a) above and if, upon such termination, Executive (i) executes within twenty-one (21) days (or forty-five (45) days to provide the extent required by applicable law) after presentation to the Executive of, that he does not revoke, a written general release in accordance a form provided by the Company releasing the Company from any and all claims (including with respect to all matters arising out of or related to Executive's employment by the Company or the termination thereof) (the "Release”), and (ii) complies with the terms and conditions of the Release, including, without limitation, the terms and conditions of Sections 5, 6, 7, 8, and 9 (which shall be incorporated in the Release by reference) below, Executive will be entitled to receive the benefits described below as follows (collectively, the "Severance"): (i) Executive shall receive cash severance in an amount equal to (A) twelve (12) months of Executive's then-current Base Salary (the "Base Salary Severance") plus (B) Executive's Performance Bonus at Target for the fiscal year in which Executive's employment is terminated prorated based on the number of days Executive is employed during such fiscal year (the “Bonus Severance”). The Base Salary Severance amount, less all required withholdings and authorized deductions, shall be paid in substantially equal installments consistent with the Company’s ordinary 's regularly scheduled payroll practicesuntil the Base Salary Severance has been paid in full, subject to Section 3.1(d) below. The Bonus Severance amount, less all required withholdings and authorized deductions, shall be paid in a lump sum, subject to Section 3.1(d) below. (ii) Provided that Executive timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), the Executive’s base salary Company shall, for a period of time after twelve (12) months following Executive's termination date determination (the Date of Termination "COBRA Period"), pay the premiums for COBRA healthcare continuation coverage for Executive, and, where applicable, his spouse and eligible dependents, less an amount equal to 12 months the required monthly employee payment for such coverage calculated as if Executive had continued to be an employee of the Company throughout such period (the “Severance "COBRA Payment"). Notwithstanding the foregoing, payments specified under this Section 3.1(c)(ii) shall cease if the Company's statutory obligation to provide such COBRA healthcare continuation coverage terminates for any reason before the expiration of the COBRA Period”), with payments beginning as provided in 4.4 below;including but not limited to Executive's failure to timely elect continuation coverage under COBRA. (ciii) Acceleration of all vesting of any of Executive’s time-based only equity awards that remain unvested as of the termination date and acceleration of vesting of any performance-based equity award only as determined in the discretion of the Compensation Committee. (d) The benefits described in subsections (i) and (ii) above (except with respect to the Bonus Severance) shall begin within thirty (30) days after expiration of the revocation period of the Release, provided Executive has timely executed and not revoked the Release; and provided that notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of Executive's execution of the Release, directly or indirectly, result in Executive's designating the calendar year of payment, and if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage a payment that is "nonqualified deferred compensation" as defined under Section 4980B 409A of the Code (“COBRA”), the Company will continue "Section 409A") is subject to pay the share execution of the premium for such coverage that it pays for active and similarly-situated employees who receive Release could be made in more than one taxable year of Executive, payment shall be made on the same type of coverage until earliest date permitted under the earlier of (i) the end terms of the Severance Period or (ii) Release in the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; andlater such taxable year. (de) Executive agrees and acknowledges that the Severance provided to the extent Executive pursuant to Section 3.l(c) is in lieu of, and is not previously paid or providedin addition to, the Company shall timely pay or provide any benefits to the which Executive any other amounts or benefits required to may otherwise be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment entitled under any Company severance plan, program, policy, practiceor program, contract other than the Guaranteed Payments. (f) Executive agrees and acknowledges that if Executive fails to comply with Section 5, 6, 7, or agreement of 8 below, all payments under Section 3.l(c) shall immediately cease and Executive shall be required to repay immediately any cash Severance previously paid by the Company (collectively, the “Other Benefits”)thereunder.

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled ceases due to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, a termination by the Company shall: (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A without Cause (as defined below) if not provided or a resignation by Executive for under the terms by which such amounts were or are deferred), in each case of clauses Good Reason (as defined below): ​ (i) the Company shall pay to Executive all accrued and unpaid Base Salary ​ ​ through the date of such cessation of employment at the time such Base Salary would otherwise be paid according to the Company’s usual payroll practices; ​ (ii) to the extent then unpaid, the Company shall pay to Executive the annual bonus (if any) earned with respect to the fiscal year ended immediately prior to the cessation of Executive’s employment; (iii) the Company shall make monthly severance payments equal to one-twelfth of Executive’s Base Salary as in effect immediately prior to such cessation of employment (or, if such cessation is due to the Good Reason described in clause (ii) of that definition, the Base Salary in effect immediately prior to such material diminution) for a period equal to the Severance Period; ​ (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue if Executive validly elects to provide to the Executive in accordance with receive continuation coverage under the Company’s ordinary payroll practices, group health plan (if any) pursuant to the Executive’s base salary for a period Consolidated Omnibus Budget Reconciliation Act of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code 1985 (“COBRA”), the Company will continue shall reimburse Executive for the 2% COBRA administrative fee plus the applicable premium otherwise payable for COBRA continuation coverage for himself and his eligible dependents for the Severance Period, to pay the share of extent such premium exceeds the premium for such coverage that it pays for monthly amount charged to active and similarly-situated employees who receive of the Company for the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not applycoverage; and (dv) to the extent not previously paid such cessation of employment occurs within three (3) months prior to or providedtwelve (12) months following a Change in Control (as defined below), (x) the Company shall timely pay or provide to Executive an amount equal to the Executive Target Bonus, and (y) all outstanding equity awards that are subject to vesting solely based on the passage of time and Executive’s continued employment shall become vested upon the later of the date of Executive’s cessation of employment and the Change in Control. ​ Except as otherwise provided in this Section 9(a), all compensation and benefits will cease at the time of Executive’s cessation of employment and the Company will have no further liability or obligation by reason of such cessation of employment. The payments and benefits described in this Section 9(a) are in lieu of, and not in addition to, any other amounts or severance arrangement maintained by the Company. Notwithstanding any provision of this Agreement, the payments and benefits required described in Section 9(a)(ii) - 9(a)(v) are conditioned on Executive’s execution and delivery to the Company and the expiration of all applicable statutory revocation periods, by the 60th day following the effective date of Executive’s cessation of employment, of a general release of claims against the Company and its affiliates (which shall have customary exclusions relating to Executive’s equity in the Company, any claims that Executive may have relating to accrued vested benefits under the Company’s benefit plans, subject to the terms and conditions of such plans, and any claims for indemnification in Executive’s role as an officer and director of the Company) in a form and manner satisfactory to the Company (the “Release”) and on Executive’s continued compliance with the provisions of the Restrictive Covenant Agreement (defined below). ​ Subject to Section 10 below (to the extent applicable) and provided the Release requirement described above has been timely satisfied: (x) the payment described in Section 9(a)(ii) will be paid on the later of the sixty-fifth (65th) day following Executive’s cessation of employment (the ​ ​ “Settlement Date”) and the date such annual bonus would have otherwise been paid, absent Executive’s cessation of employment; (y) the payments described in Section 9(a)(iii) and 9(a)(iv) will commence to be paid on the Settlement Date, provided that the initial payment will include any payments that, but for the above-described timing rule, would have otherwise been paid since the date of Executive’s cessation of employment; and (z) the payment of an amount equal to the Target Bonus described in Section 9(a)(v) will be paid on the later of the Settlement Date or provided or which the Executive is eligible to receive tenth (10th) day following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”).Change in Control. ​

Termination Without Cause or Resignation for Good Reason. If The Employment Term and the Executive’s employment with the Company is hereunder may be terminated by the Company (other than for Cause, Disability or death) or the Executive resigns for Good Reason during or by the TermCompany without Cause. In the event of such termination, then the Executive shall be entitled to receive the following benefits, Accrued Amounts and subject to compliance, where applicable, with the requirements in Section 4.4 below regarding Executive’s execution of a release of claimsclaims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company (the “Release”) and such Release becoming effective within sixty (60) days following the Termination Date (such 60-day period, the Company shall“Release Execution Period”), the Executive shall be entitled to receive the following: (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive equal installment payments payable in accordance with the Company’s ordinary normal payroll practices, but no less frequently than monthly, which are in the aggregate equal to 1.5 times the sum of the Executive’s annual rate of base salary for the year in which the Termination Date occurs, which shall begin within 60 days following the Termination Date; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payments shall not begin until the beginning of the second taxable year; provided further that, the first installment payment shall include all amounts that would otherwise have been paid to the Executive during the period beginning on the Termination Date and ending on the first payment date if no delay had been imposed; (b) a period of time after the Date of Termination payment equal to 12 months the product of (i) the Annual Incentive, if any, that the Executive would have earned for the calendar year in which the Termination Date (as determined in accordance with Section 2.6) occurs based on achievement of the applicable performance goals for such year and (ii) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year (the “Severance PeriodPro-Rata Bonus”). This amount shall be paid on the date that annual bonuses are paid to similarly situated executives, with payments beginning as provided but in 4.4 below;no event later than two-and-a-half (2 1/2) months following the end of the calendar year in which the Termination Date occurs; (c) if and while If the Executive timely and his or her family qualifies for and properly elects to participate in health continuation health coverage under Section 4980B the Consolidated Omnibus Budget Reconciliation Act of the Code 1985 (“COBRA”), the Company will continue shall reimburse the Executive for the difference between the monthly COBRA premium paid by the Executive for himself and his dependents and the monthly premium amount paid by similarly situated active executives. Such reimbursement shall be paid to pay the share Executive on the 15th day of the month immediately following the month in which the Executive timely remits the premium for payment. The Executive shall be eligible to receive such coverage that it pays for active and similarly-situated employees who receive the same type of coverage reimbursement until the earlier of earliest of: (i) the end eighteen-month anniversary of the Severance Period or Termination Date; (ii) the date the Executive’s Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage expiresfrom another employer or other source. Notwithstanding the foregoing, unless if the Company’s providing making payments for COBRA will under this Section 2.2(c) would violate the nondiscrimination requirements rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), or result in the imposition of applicable lawpenalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to reform this Section 2.2(c) in which case this benefit will not apply; anda manner as is necessary to comply with the ACA. (d) to The treatment of each outstanding equity award, if any, shall be determined in accordance with the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement terms of the Company (collectively, the “Other Benefits”)applicable plan and award agreement.

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability without Cause or death) or the by Executive resigns for Good Reason during the TermReason, then the Executive shall be entitled to the following benefitsthen, subject to complianceSection 8, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall: (a) pay to the Executive in a lump sum will receive: (i) for any unpaid base salary bonus period partially completed at the time Executive’s employment is terminated, a lump-sum equal to the daily pro-rated amount of the Executive, ’s then current quarterly bonus (if any) and annual bonus; (ii) any accrued but unused a lump-sum payment equal to one hundred and unpaid vacation pay fifty percent (150%) of the Executive’s then annual Base Salary, (iii) Executive will receive reimbursement for any earned and unpaid bonuses of the Executiveapplicable premiums Executive pays, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months eighteen (the “Severance Period”)18) months, with payments beginning as provided in 4.4 below; (c) or if and while earlier, until Executive is eligible for similar benefits from another employer, if the Executive and or any of his or her family qualifies dependents is eligible for and elects to participate COBRA continuation coverage (as described in continuation health coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “COBRACode”), ) under the Company will continue to pay the share Company’s health insurance plan; (iv) a post-termination exercise period for Executive’s stock options of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until twelve (12) months (but in no event later than the earlier of (i) the end expiration of the Severance Period term of the applicable stock option or the tenth (ii10th) anniversary of the date of grant of the Executive’s COBRA continuation coverage expiresapplicable option), unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable lawand (v) immediate vesting and, in which case this benefit will not apply; and if applicable, settlement (d) except to the extent not previously paid required to avoid taxation under Section 409A) of all unvested Company equity awards (including without limitation, any stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance shares or providedperformance units) (with any such compensatory equity awards being collectively referred to herein as “Compensatory Equity”) that (A) if such Compensatory Equity would have become vested based solely upon a time-based vesting schedule, would have vested had Executive otherwise remained an employee for the eighteen (18) month period commencing on his termination date, or (B) if such Compensatory Equity was either entirely or partially subject to a performance-based vesting schedule for which the relevant performace target could have been attained during the eighteen (18) month period commencing on his termination date, unless otherwise provided in the applicable Compensatory Equity award agreement, would have vested as if one hundred percent (100%) of the target performance-goals had been obtained. Upon (x) a Change of Control, and (y) if Executive’s employment is terminated by the Company shall timely pay without Cause or provide by Executive for Good Reason within sixty (60) days before or eighteen (18) months following such Change of Control, then, subject to Section 8 and in lieu of the payments and accelerated vesting rights set forth in Sections 7(a)(ii) and 7(a)(v) above, Executive any other amounts or benefits required will receive (A) a lump-sum payment equal to be paid or provided or which the Executive is eligible to receive following the one hundred and fifty percent (150%) of Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”).then annual Base Salary plus

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability without Cause or death) or the by Executive resigns for Good Reason during the TermReason, then the Executive shall be entitled to the following benefitsthen, subject to complianceSection 7, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall: (a) pay to the Executive in a lump sum will receive: (i) any unpaid base salary a lump-sum payment equal to Executive’s then annual Base Salary, paid within 30 days of the Executivetermination of employment, (ii) reimbursement for any accrued but unused applicable premiums Executive pays to continue coverage for Executive and unpaid vacation pay Executive’s eligible dependents under the Company’s health insurance plan for twelve months after the date of the Executivetermination, or, if earlier, until Executive is eligible for similar benefits from another employer (provided Executive validly elects to continue coverage under applicable law), (iii) any earned and unpaid bonuses a post-termination exercise period for Executive’s stock options of twelve (12) months (but in no event later than the expiration of the Executiveterm of the applicable stock option), and (iv) immediate vesting of all unvested Compensatory Equity that would have vested had Executive otherwise remained an employee for the amount 12-month period commencing on his termination date. In the event any accelerated vesting of any unpaid compensation previously deferred by the Executive (together with any accrued interest restricted stock units, performance shares or earnings thereon) (provided that this performance units occurs pursuant to clause (iv) shall not cause accelerated payment of amounts the preceding sentence, the settlement of such awards and issuance of the underlying shares will be subject to any required six (6) month delay pursuant to Section 24. Notwithstanding clause (iv) of this Section 6(a) above, upon a Change of Control, (x) Executive will receive immediate vesting with respect to 50% of all unvested Compensatory Equity that are then held by Executive, and (y) if a termination described in the first sentence of this Section 6(a) occurs within 60 days before or 18 months following a Change of Control, then, subject to Section 409A 7, Executive will receive (as defined belowA) if not provided a lump-sum payment equal to Executive’s annual Base Salary plus 100% of the annual Target Bonus amount for under the terms year of termination, paid within thirty (30) days of termination of employment, and (B) immediate vesting with respect to all unvested Compensatory Equity that are then held by which such amounts were or are deferred), Executive. For purposes of clause (x) in each case of clauses (i) through (iv) through the Date of Termination (collectivelypreceding sentence, the “Accrued Obligations”vesting schedule for Executive’s remaining unvested Compensatory Equity (determined after giving effect to clause (x); (b) continue shall be automatically proportionately adjusted on a grant by grant basis. Purely to provide illustrate the mechanics of the preceding sentence, if immediately prior to a Change of Control there were 150 unvested option shares outstanding which were vesting at a rate of 8 shares each month, and after giving effect to the Executive accelerated vesting provisions of clause (x) 75 of such option shares become vested on an accelerated basis, then the 75 remaining unvested option shares would thereafter vest at a rate of 4 shares per month. Executive’s vested stock options will remain exercisable in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B terms of the Code (“COBRA”), 1999 Stock Plan and the Company corresponding option agreements and thereafter will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) expire to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefitsexercised.”).

Termination Without Cause or Resignation for Good Reason. If Subject to the terms and conditions of this Agreement, in the event that the Executive’s employment with hereunder is terminated due to his resignation for Good Reason or the Company Executive’s employment hereunder is terminated by the Company (other than for Cause, Disability or death) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shallreceive: (ai) pay an amount, payable in cash equal to his annualized Base Salary in effect as of the Termination Date, plus his Target STIP plus his Target LTIP bonuses applicable to the Executive year in a lump sum (i) any unpaid base salary of which the Executive, Separation Date occurs; (ii) full vesting for any accrued but unused and unpaid vacation pay of unvested restricted stock, restricted stock unit award, or any other award granted under the Executive, LTIP (the vesting described in this clause (iii) any earned and unpaid bonuses of being the Executive, and “Award Vesting”); and (iviii) the amount of any unpaid compensation previously deferred by if the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide timely elects continuation coverage pursuant to the Executive in accordance with the Company’s ordinary payroll practicesConsolidated Omnibus Budget Reconciliation Act of 1985, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code amended (“COBRA”), the Company will continue to pay shall provide the share Executive with a reimbursement of the premium premiums associated with the continuation of his medical, dental and vision benefits under COBRA for such coverage that it pays for active and similarly-situated employees who receive a period equal to the same type of coverage until the earlier earliest of (i1) twelve (12) months following the end of the Severance Period or Termination Date, (ii2) the date the Executive’s COBRA Executive first becomes eligible to receive health benefits under another employer-provided plan or (3) the date the Executive is no longer eligible for continuation coverage expiresbenefits under COBRA. Notwithstanding the forgoing, unless if the Company’s providing making payments for COBRA will under this Section 7(a)(v) would violate the nondiscrimination requirements rules applicable to non-grandfathered plans under the Affordable Care Act or any successor law (the “ACA”), or result in the imposition of applicable law, in which case this benefit will not apply; and (d) to penalties under the extent not previously paid or providedACA and the related regulations and guidance promulgated thereunder, the Company shall timely pay or provide Parties agree to reform this Section 8(c)(v) in a manner as is necessary to comply with the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)ACA.

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability without Cause or death) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claimsReason, the Company shall:shall pay Executive the Accrued Compensation and shall provide the additional payments and benefits set forth in this Section 5(c). As a condition to such additional payments and benefits, Executive must execute a full release of claims in a form satisfactory to the Company (the “Release”), which Release shall not be revoked and shall become fully effective and irrevocable within sixty (60) days of Executive’s termination, or such earlier deadline required by the Release (such deadline, the “Release Deadline”). (ai) The Company shall pay to Executive, on the Executive in Release Deadline, a lump sum amount (iless applicable payroll deductions) any unpaid base salary equal to (A) one and one-half (1-1/2) times his then current Base Salary, and (B) one and one-half (1-1/2) times his then current target bonus for the fiscal year in which such termination occurred as if the Company and Executive had fully achieved all applicable performance goals at their target level and remained employed through the date necessary to receive and fully earn payment of the Executive, such bonus. (ii) any accrued but unused and unpaid vacation pay The vesting of the Executiveall outstanding stock options, (iii) any earned and unpaid bonuses of the Executiverestricted stock units, and (iv) the amount of any unpaid restricted stock or other compensation previously deferred based equity awards then held by the Executive (together with any accrued interest or earnings thereonthe “Equity Awards”) (provided that this clause (iv) shall not cause accelerated payment of amounts are subject to Section 409A (as defined below) time-based vesting shall be accelerated so that the number of shares vested under such Equity Awards shall equal that number of shares that would have been vested if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue Executive had continued to provide render employment services to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary Company for a period of time after twelve (12) continuous months following the Date date of Termination equal Executive’s termination. The vesting of Equity Awards that are subject to 12 months (performance-based vesting shall accelerate only to the “Severance Period”), with payments beginning as extent provided in 4.4 below;the applicable award agreement. In addition, the period following such termination in which vested stock options or similar Equity Awards may be exercised shall be not be less than three (3) months following such termination. (ciii) Until the earlier of eighteen (18) months following the date of termination or the date Executive becomes eligible for group health insurance coverage through a new employer, if and while the Executive and his or her family qualifies for and elects to participate in continuation continue health insurance coverage under Section 4980B the Consolidated Budget Reconciliation Act of the Code 1985, as amended (“COBRA”), then so long as Executive is paying COBRA premiums, and beginning in the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the month following Executive’s COBRA continuation coverage expirestermination (or, unless if later, the Company’s providing Release Deadline, with a catch-up payment for payments for COBRA will violate deferred pending the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or providedRelease Deadline), the Company shall timely pay or provide Executive a monthly payment equal to the Executive amount that was paid by the Company for such coverage as of the date of termination and any other amounts or benefits increases in such premiums during such period that may be required to maintain the same level of coverage. Executive shall be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under responsible for filing any plannecessary paperwork for COBRA coverage, program, policy, practice, contract or agreement of paying all premiums and providing the Company (collectively, the “Other Benefits”)with appropriate evidence of such premium payments.

Termination Without Cause or Resignation for Good Reason. If Upon termination of the Executive’s employment with the Company and Holdings during the Employment Period either (i) by the Company and Holdings without Cause or (ii) by the Executive’s resignation for Good Reason, and subject to the Executive’s execution and non-revocation of a release in substantially such reasonable form as is terminated provided by the Company (other than for Cause, Disability or death) or the Executive resigns for Good Reason during the Term, then the Executive such release shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below include provisions regarding release non-disparagement of claims, the Company shall: (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practicesHoldings, the Executive’s base salary cooperation with legal claims, and the Executive’s compliance with the covenants set forth in Article VIII of this Agreement), the Executive will receive in 24 monthly installments an amount equal to two times the sum of: (i) Base Salary and (ii) the average Annual Bonus earned in the preceding three years, or, if termination occurs prior to such three year period, the average Annual Bonus earned during such shorter period, or if termination occurs in the first Year of the Employment Period, the Target Bonus. In addition to the above payments, (a) Executive shall receive upon termination of employment, a Prorata Annual Bonus at the time the Annual Bonus would have otherwise been payable had Executive’s employment not terminated and the continuation of non-taxable health and dental benefits to which Executive is entitled as of the date of termination for 12 months; provided that such benefits shall cease upon the Executive becoming eligible for comparable benefits from a new employer; (b) Executive shall receive, for a period of time after the Date of Termination equal to 12 months (following the “Severance Period”)date of termination, with payments beginning as provided but no later than the point at which Executive is employed on a substantively full-time basis, executive career transition services, not to exceed $25,000 in 4.4 below; the aggregate; and (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarlyTime-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or provided, the Company shall timely pay or provide Based Tranche Options provided to the Executive any other amounts or benefits required pursuant to be paid or provided or which the Option Agreement attached hereto as Exhibit B shall immediately become fully vested. Notwithstanding the foregoing, if Executive is eligible to receive a “specified employee” under Section 409A of the Code, and any payments described above would result in the imposition of an additional tax under that section, then any of the above payments due during the six months following the termination of employment shall be accumulated and paid on the day following the six month anniversary of the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)employment.

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability without Cause or death) or if the Executive resigns Resigns for Good Reason during the TermReason, then the Executive shall be entitled to receive the following benefitspayments, subject to complianceand conditioned upon the Executive’s compliance with Section 4(d), where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shallbelow: (a) pay to the Executive in a lump sum (i) any unpaid base salary Annual Performance Bonus that had been awarded for the preceding fiscal year but not yet paid, which Annual Performance Bonus shall be payable at the same time and in the same manner as those paid to similarly situated executives, but in any event no later than March 15th of the Executive, calendar year following the applicable performance year; (ii) any accrued but unused and unpaid vacation pay a severance payment (the “Cash Severance”) equal to one times the sum of (a) the Executive’s Base Salary then in effect under Section 2(a), plus (iii) any earned and unpaid bonuses of the Executive, and (ivb) the amount of any unpaid compensation previously deferred by average Annual Performance Bonus actually paid to the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject pursuant to Section 409A (as defined below2(b) if not provided for under the terms by three years prior to the year in which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination occurs; provided, however, that if the Date of Termination occurs during the 24 months following a Change in Control (collectively, the “Accrued ObligationsCIC Period”); , then the Cash Severance shall equal two times the sum of (a) the Executive’s Base Salary then in effect under Section 2(a), plus (b) continue to provide to the Executive Executive’s target Annual Performance Bonus for the year in which the Date of Termination occurs, and in each case, the Cash Severance shall be payable in equal installments over 12 months following the Date of Termination or, in the case of a termination during the CIC Period, 24 months following the Date of Termination, and payable in accordance with the Company’s ordinary regular payroll practicespractices commencing within 60 days following the Date of Termination; provided, that if the payment of any amounts under this Section 4(b)(ii) is delayed pending the Executive’s base salary for execution and non-revocation of the Release (as defined in Section 4(d)), on the next payroll date first following the effective date of the Release, the Company shall pay the Executive a lump-sum amount equal to the cumulative amounts that would have otherwise been previously paid to the Executive under this Section 4(b)(ii) prior to the effectiveness of such Release; (iii) during the 12-month period of time commencing immediately after the Date of Termination equal and subject to 12 months the Executive’s timely and proper election of COBRA benefits, monthly reimbursement to the Executive for the costs of maintaining coverage for health benefits at the Executive’s current levels of benefits in effect immediately prior to the Date of Termination (including family coverage, if such coverage was in effect immediately prior to the “Severance Period”Date of Termination) under COBRA, payable in accordance with the terms of Section 4(e), with payments beginning as provided in 4.4 below; (civ) if the Company shall pay a bonus, based on actual performance and while prorated for the portion of the fiscal year the Executive was employed prior to the Date of Termination, payable at the same time and his or her family qualifies for and elects in the same manner as those paid to participate similarly situated executives, but in continuation health coverage under Section 4980B any event no later than March 15th of the Code (“COBRA”), calendar year following the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date year in which the Executive’s COBRA continuation coverage expirestermination occurs; provided, unless however, if the Companytermination occurs during the CIC Period, the pro rata bonus under this Section 4(b)(iv) shall be determined based on the Executive’s providing payments target Annual Performance Bonus, prorated for COBRA will violate the nondiscrimination requirements portion of applicable law, in which case this benefit will not applythe fiscal year the Executive was employed prior to the Date of Termination and payable within 60 days following the Date of Termination; and (dv) if upon the Date of Termination, the Executive holds any awards granted under any equity plan maintained by the Company that were granted after the Effective Date, including stock options, restricted stock units, performance-based restricted stock units, and any other stock-based award, all such awards shall become fully vested, exercisable, and payable upon such Date of Termination, with such awards to be payable within 60 days following such Date of Termination (or, if later, within 60 days following the extent not previously paid lapse of the substantial risk of forfeiture with respect to such award) or exercisable in the case of stock options for the post-termination exercise period set forth in such stock option agreement, with the achievement of any performance-based vesting conditions determined based on actual performance through the Date of Termination, as determined by the Compensation Committee, unless otherwise set forth in the underlying equity award agreement; provided, however, that if the Company shall timely pay or provide to Date of Termination occurs during the Executive CIC Period and during the first year of any other amounts or benefits required to performance period, then the performance level for such performance-based equity award will be paid or provided or which deemed achieved at the Executive is eligible to receive following target performance level unless otherwise set forth in the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)underlying equity award agreement.

Termination Without Cause or Resignation for Good Reason. If (i) the Executive’s employment with the Company is terminated by the Company (without Cause and other than for Cause, due to the Executive’s death or Disability or death(ii) or the Executive resigns for Good Reason during (each, a “Qualifying Termination”), then the TermCompany shall pay the Executive any earned but unpaid Base Salary accrued through the date of termination, at the rate then in effect, less standard deductions and withholdings. In addition, if the Executive furnishes to the Company an executed waiver and release of claims in a form to be provided by the Company, which may include an obligation for the Executive to provide reasonable transition assistance (the “Release”), that is nonrevocable prior to the Release Date, and if the Executive allows the Release to become effective in accordance with its terms, then the Executive shall be entitled to receive the following benefitsbenefits set forth in Sections 5.1(a), 5.1(b) and 5.1(c), subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shallSections 5.3 and 5.6: (a) The Company shall pay the Executive an amount equal to one times (1x) the sum of (i) the Executive’s then current Base Salary (determined prior to any reduction in Base Salary that otherwise constitutes Good Reason, if applicable) and (ii) the Executive’s Annual Performance Bonus (as determined under Section 3.2 above, and prior to any reduction in such annual target bonus opportunity that otherwise constitutes Good Reason, if applicable) in respect of the fiscal year in which the termination of employment occurs, at target level. Said amount shall be paid to the Executive in a single lump sum within ten (i10) any unpaid base salary of days following the Executive, (ii) any accrued but unused Release Date and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts will be subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”)required withholding; (b) If the Executive is eligible for and timely elects COBRA continuation coverage, the Company will reimburse the total amount of COBRA premiums for the first twelve (12) months of COBRA coverage (for clarity, such COBRA premium reimbursements will be inclusive of premiums for the Executive’s eligible dependents for such health, dental, and vision insurance plan coverage as in effect immediately prior to the Executive’s Qualifying Termination, provided that such dependents continue to provide to be eligible for such coverage during such twelve (12)-month period); provided, however, that if the Executive ceases to be eligible for COBRA, does not pay the applicable monthly COBRA premium, or becomes eligible to enroll in accordance with the group health insurance plan of another employer, the Executive will immediately notify the Company and the Company’s ordinary payroll practicesobligation to provide the COBRA premium benefits shall immediately cease. Further, notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of reimbursing the Executive’s base salary for COBRA premiums, the Company will pay the Executive on a period of time after the Date of Termination monthly basis a fully taxable cash payment equal to 12 months (the “Severance Period”)COBRA premium for that month, with payments beginning as provided in 4.4 below;subject to applicable tax withholding. This payment may be, but need not be, used by the Executive to pay for COBRA premiums; and (c) if and while Subject to Section 5.1(d), unless specifically provided otherwise in the applicable equity award agreement, the Executive and his or her family qualifies for and elects shall be eligible to participate become fully vested in continuation health coverage under Section 4980B 50% of the Code (“COBRA”), the Company will continue to pay the share then unvested portion of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type each of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expiresthen unvested and outstanding equity awards, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following including the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”).then remaining unvested

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive, or the Executive may resign for Good Reason during the Contract Period upon four (4) weeks’ prior written notice to the Company specifying the Good Reason. If the Company terminates the Executive’s employment with during the Company is terminated by the Company (other than for Cause, Disability Contract Period without Cause or death) or if the Executive resigns for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claimsReason, the Company shall: , on the tenth (a10th) business day following the Executive’s termination of employment, pay the Executive a lump sum equal to two (2) times the highest annual salary paid to the Executive in a lump sum (i) during any unpaid base salary of the Executivethree (3) calendar years immediately prior to the Change in Control (the “Lump Sum Payment”); provided, (ii) any accrued but unused and unpaid vacation pay of however, that the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) Company shall not cause accelerated payment be in breach of amounts subject to Section 409A this Agreement if such Lump Sum Payment is paid within twenty (as defined below20) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, business days following the Executive’s base salary for a period termination of time after employment; and provided, further, however, that if necessary to comply with Section 409A(a)(2)(B) of the Date Internal Revenue Code of Termination equal to 12 months 1986, as amended (the “Severance PeriodCode”)) concerning payments to “specified employees”, with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B Lump Sum Payment shall be paid on the first business day of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive seventh month following the Executive’s termination of employment (or on death, if earlier), together with interest thereon during the period of such restriction at a rate, per annum, equal to the applicable federal short-term rate (compounded monthly) in effect under any plan, program, policy, practice, contract or agreement Section 1274(d) of the Code on the Executive’s date of termination of employment (the “Date of Termination”). The Executive shall be a “specified employee” for the 12-month period beginning on the first day of the fourth month following each “Identification Date” if he is a “key employee” (as defined in Section 416(i) of the Code without regard to Section 416(i)(5) thereof) of the Company (collectivelyat any time during the 12-month period ending on the “Identification Date.” For purposes of the foregoing, the “Other Benefits”)Identification Date shall be December 31. During the remainder of the Contract Period, the Company also shall continue to provide the Executive with and pay for medical and hospital insurance, disability insurance and life insurance, as were provided and paid for at the time of the termination of his employment with the Company. The Executive shall also have the right to purchase from the Company, at book value price, such automobile of the Company, if any, as was used by the Executive while employed by the Company. The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period.

Termination Without Cause or Resignation for Good Reason. If Employer may terminate Executive without Cause during the term of this Agreement upon four weeks’ prior written notice to Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or the and Executive resigns may resign for Good Reason during the Termterm of this Agreement, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements but only in Section 4.4 below regarding release of claims, the Company shall: (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in full accordance with the Companyterms of the third full paragraph of this Section 9. If Employer terminates Executive’s ordinary payroll practicesemployment during the term of this Agreement without Cause or if the Executive resigns during the term of this Agreement for Good Reason, the Executive’s base salary for a period of time after Employer shall, on or before that date which is the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier later of (i) twenty (20) business days after the end termination of the Severance Period employment, or (ii) the next regular banking business day following the actual effective date of the fully executed and delivered Release required under Section 14 of this Agreement as a condition precedent to the payment by Employer to Executive of any amount otherwise payable under this Section 9 (it being the intention of Employer and Executive that the payment of the Lump Sum Payment, as defined below, constitute a short term deferral within the meaning of Treas. Reg. Sec. 1.409A-1(b)(4)), pay Executive a lump sum equal to two (2) times the highest annual compensation, including only salary and cash bonus, paid to Executive during the full calendar year immediately preceding the termination of employment (the “Lump Sum Payment”). (i) Employer terminates Executive without Cause during the term of this Agreement; (ii) Executive resigns with Good Reason during the term of this Agreement; or (iii) Employer terminates Executive’s COBRA continuation coverage expiresemployment under Section 7 of this Agreement by reason of Executive’s disability during the term of this Agreement, then Employer shall, for a stated purchase price of $1.00, transfer to Executive title to that automobile which Employer has, as of the date of such termination of employment, provided for Executive's use, which title shall, at the time of such transfer, be completely free and clear of any and all liens, encumbrances, claims and lease obligations. Executive acknowledges that the transfer to Executive of title to the automobile under the preceding sentence may generate employee compensation to Executive, and agrees that Employer may withhold from the Lump Sum Payment that amount which is necessary for Employer to fully satisfy its withholding obligations under federal and state law. Executive shall pay any sales tax liability, as well as any registration, documentation or title fees, associated with the transfer of title under this paragraph of this Section 9. Executive may not resign with Good Reason, and shall not be considered to have done so for any purpose of this Agreement, unless (i) Executive, within sixty (60) days of the Company’s providing payments initial existence of the act or failure to act by Employer which Executive believes to constitute “Good Reason” within the meaning of this Agreement, provides Employer with written notice which describes, in particular detail, the act or failure to act which Executive believes to constitute “Good Reason” and identifies the particular clause of Section 1b of this Agreement which Executive contends is applicable to such act or failure to act; (ii) Employer, within thirty (30) days of its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for COBRA will violate the nondiscrimination termination by Executive of his employment relationship with Employer, and (iii) Executive actually resigns from his employment with Employer on or before that date which is exactly six (6) calendar months after the initial existence of the act or failure to act by Employer which constitutes “Good Reason” within the meaning of this Agreement. If the requirements of applicable lawthe preceding sentence are not fully satisfied on a timely basis, then the resignation by Executive of his employment with Employer shall not be deemed to have been for “Good Reason”; he shall not be entitled to any of the benefits to which he would have been entitled if he had resigned his employment with Employer for “Good Reason”; and, in particular, Employer shall not be required to pay any amount which would otherwise have been due to Executive under this Section 9 of this Agreement had Executive resigned with “Good Reason”. Employer and Executive acknowledge that any termination of Executive’s employment without Cause or resignation for Good Reason under this Section 9 of this Agreement is intended to qualify as a “Separation from Service” under Section 409A of the Internal Revenue Code and Treasury Regulation Section 1.409A-1(h). Executive and Employer agree that Executive will not, at any time subsequent to a termination without Cause or resignation for Good Reason under this Section 9 of this Agreement, as an employee or independent contractor, provide services to Employer or any affiliate of Employer at an annual rate which is more than twenty percent (20%) of the services rendered, on average, during the thirty six (36) full calendar months immediately preceding such termination without Cause or resignation for Good Reason under this Section 9 of this Agreement (or the full period for which Executive provided services to Employer (whether as an employee or as an independent contractor) if Executive has, at the time of termination without Cause or resignation for Good Reason under this Section 9 of this Agreement, been providing services for a period of less than thirty six (36) months). Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by Employer of his employment without Cause or a resignation for Good Reason during the term of this Agreement. If Employer fails to pay Executive the Lump Sum Payment or to provide him with the benefits due under this section, Executive, after giving ten (10) days’ written notice to Employer identifying Employer’s failure, shall be entitled to recover from Employer all of his reasonable legal fees and expenses incurred in connection with his enforcement against Employer of the terms of this Agreement. Employer agrees to pay such legal fees and expenses to Executive on demand. Executive shall be denied payment of his legal fees and expenses only if a court finds that Executive sought payment of such fees without reasonable cause and in bad faith. Notwithstanding any term of this paragraph to the contrary, if at such time as payment of the Lump Sum Payment would otherwise be due under this Section 9 of this Agreement Employer and Executive are opposing parties to any litigation, then (i) Employer need not tender payment to Executive of such Lump Sum Payment, or provide Executive with any other payment or benefit which would otherwise be made to or conferred upon Executive under this Agreement, until such time as such litigation is resolved with finality, and then only in accordance with the applicable terms of the resolution of such litigation, and (ii) Executive may not recover any legal fees from Employer under this paragraph of this Section 9, and may recover only such legal fees, if any, as are to be paid by Employer under the applicable terms of the resolution of such litigation. If, in accordance with and pursuant to this Section 9 of this Agreement, either (i) Employer terminates Executive without Cause or (ii) Executive resigns for Good Reason, in either case during the term of this Agreement (a “Benefits Continuation Event”), then Employer shall, for a period of twelve months from first day of the first calendar month immediately following the date of the termination of Executive's employment (the “Continuing Coverage Period”), either provide Executive with continued benefits under, or defray the cost of continued benefits which are comparable to those provided by, those medical and dental benefit will not apply; and plans, life insurance plans, and disability insurance plans (dthe “Continuing Coverage Plans”) which are sponsored by Employer and in which Executive is a participant as of the date of the termination of Executive's employment. During the Continuing Coverage Period, Employer shall, if and only to the extent possible under the terms of such plans, continue Executive’s participation in the Continuing Coverage Plans for the Continuing Coverage Period, which continued participation shall be under all of the costs, terms and conditions that are applicable to or imposed upon employees of similar title to Executive, as such costs, terms and conditions may change from time to time during the remainder of the Continuing Coverage Period. To the extent that the terms of any of the Continuing Coverage Plans are such that the actual participation of Executive cannot previously paid be continued after a Benefits Continuation Event, then Employer shall, for the duration of the Continuing Coverage Period, provide Executive with a periodic payment, or providedperiodic payments, in that amount or those amounts which Employer determines in the Company shall timely pay or exercise of its reasonable discretion and in good faith to be fully sufficient to defray the cost to Executive of participation in plans which provide benefits that are materially identical to those benefits provided by those Continuing Coverage Plans in which, by their terms, Executive cannot continue to participate subsequent to the termination of Executive's employment. Any such payment or payments shall be defined as Coverage Continuation Reimbursement Payments. Executive any other amounts or and Employer specifically agree that the reimbursement by Employer through the Continuing Coverage Period of the full monthly COBRA amount which would, in the absence of this Agreement, be charged to Executive for continuing coverage under the medical benefits required plan sponsored by Employer, and in which Executive is a participant as of the termination of Executive's employment, shall constitute full tender of performance under this Agreement with respect to such medical benefits plan. All Coverage Continuation Reimbursement Payments shall be paid by Employer to Executive five (5) days prior to the date when the expense to be paid reimbursed is due and payable by Executive. If at any time during the Continuing Coverage Period, Executive becomes employed by another employer which provides one or more of the benefits provided under the Continuing Coverage Plans, then Employer shall, immediately and from the date when such benefits are made available to the Employee by the successor employer, be relieved of its obligation to provide such benefits, or Coverage Continuation Reimbursement Payments for such benefits, to the extent such benefits are duplicative of those which the are provided to Executive is eligible to receive following the by Executive’s termination of employment under new employer. Executive shall notify Employer at such time as Executive becomes employed by any plansuccessor employer, program, policy, practice, contract or agreement and shall provide Employer with such information pertaining to the employee benefit plans of the Company successor employer as is sufficient for Employer to reach a conclusion as to whether the preceding sentence is applicable. Any failure by Executive to provide such information to Employer on a timely basis shall give rise to a claim by Employer against Executive for (collectivelyi) the entire aggregate cost of those benefits provided under the Continuing Coverage Plans and those Coverage Continuation Reimbursement Payments which Employer would not have been obligated to provide or tender had the information required under the preceding sentence been provided to Employer on a timely basis, the “Other Benefits”)and (ii) legal fees incurred by Employer in asserting a claim against Executive under this sentence.

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with shall terminate without Cause pursuant to Section 3(a)(iv), or shall terminate due to the Company is terminated by the Company (other than for Cause, Disability or death) or the Executive resigns Executive’s resignation for Good Reason during pursuant to Section 3(a)(v) then, subject to the TermExecutive signing, then within forty-five (45) days following delivery to the Executive, which such delivery occurring within five (5) days from the Date of Termination, the Release, and not revoking such Release, within the revocation period specified in the Release, and the Executive’s continued compliance with Sections 5 and 6, the Executive shall be entitled receive: (i) A lump sum payment equal to 3.0 times the Annual Base Salary as of the Date of Termination, payable within sixty (60) days following the Date of Termination; (ii) A lump sum payment equal to 3.0 times the Average Annual Bonus, payable within sixty (60) days following the Date of Termination; (iii) Full and immediate vesting of all unvested LTI Program awards granted to the Executive by the Company; provided, however, that any performance-based LTI Program awards shall only vest and become payable subject to the attainment of the performance measures for the applicable performance period as provided under the terms of the applicable award agreement, which performance-based amount will vest and be paid to Executive at the time originally scheduled to be paid to Executive under the terms of the applicable award agreement; (iv) A lump sum payment of the unpaid Retention Bonus, payable within sixty (60) days following benefitsthe Date of Termination; (v) Full and immediate vesting of the RSU Award; and (vi) Continued Healthcare Coverage until the Executive reaches the age of sixty-five (65), or the date when the Executive is eligible for coverage under Medicare (or a successor U.S. Government Medicare-type program). If the payment of any amounts under Section 4 is delayed pending the Executive’s execution of the Release, as soon as reasonably practicable following the date the Release becomes effective (but in no event later than, subject to complianceSection 23, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall: (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) 30 days after the end of the Severance Period or Release becomes effective, and (ii) March 15th of the date calendar year following the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, calendar year in which case this benefit the Release becomes effective), the Company will pay the Executive the amounts that would have otherwise been previously paid to the Executive under Section 4 prior to the execution of such Release, provided that he has not applyrevoked such Release. For the avoidance of doubt, no payments or benefits under Section 4 shall be made until the Executive has executed the Release and the required revocation period specified in the Release has expired; and (d) provided, however, for full and immediate vesting of the RSU Award and to the extent full and immediate vesting of LTI Program awards relates to restricted stock or RSUs that are not previously paid subject to performance-based vesting, then the full and immediate vesting with respect to such restricted stock or provided, the Company RSUs shall timely pay or provide occur without regard to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)Release requirement.

Termination Without Cause or Resignation for Good Reason. If (a) The Company may terminate Executive's employment at any time without Cause (as defined in Section 3.8) from the position in which Executive is employed hereunder upon not less than thirty (30) days’ prior written notice to Executive’s . The Company shall have the discretion to terminate Executive's employment with during the Company is terminated notice period and pay continued Base Salary in lieu of notice. In addition, Executive may initiate a termination of employment under this Section 3.1 by the Company (other than for Cause, Disability or death) or the Executive resigns resigning for Good Reason during (in accordance with the Termnotice provision set forth in Section 3.6). (b) Upon termination under this Section 3.1, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall:receive (a) pay to the Executive in a lump sum (i) any Executive's accrued but unpaid base salary Base Salary through the date of termination (payable on the Company's first payroll date after Executive's date of termination or earlier if required by applicable law), (ii) any accrued but unused unreimbursed business expenses incurred by Executive and unpaid vacation pay payable in accordance Sections 2.6 and 20 of the Executivethis Agreement, and (iii) benefits earned, accrued and due under any earned qualified retirement plan or health and unpaid bonuses welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination plan (collectively, the “Accrued Obligations”amounts in this Section 3.1(b) are "Guaranteed Payments");. (bc) continue If Executive's employment terminates as described in Section 3.1(a) above and if, upon such termination, Executive (i) executes within twenty-one (21) days (or forty-five (45) days to provide the extent required by applicable law) after presentation to the Executive of, that she does not revoke, a written general release in accordance a form provided by the Company releasing the Company from any and all claims (including with respect to all matters arising out of or related to Executive's employment by the Company or the termination thereof) (the "Release”), and (ii) complies with the terms and conditions of the Release, including, without limitation, the terms and conditions of Sections 5, 6, 7, 8, and 9 (which shall be incorporated in the Release by reference) below, Executive will be entitled to receive the benefits described below as follows (collectively, the "Severance"): (i) Executive shall receive cash severance in an amount equal to (A) twelve (12) months of Executive's then-current Base Salary (the "Base Salary Severance") plus (B) Executive's Performance Bonus at Target for the fiscal year in which Executive's employment is terminated prorated based on the number of days Executive is employed during such fiscal year (the “Bonus Severance”). The Base Salary Severance amount, less all required withholdings and authorized deductions, shall be paid in substantially equal installments consistent with the Company’s ordinary 's regularly scheduled payroll practicesuntil the Base Salary Severance has been paid in full, subject to Section 3.1(d) below. The Bonus Severance amount, less all required withholdings and authorized deductions, shall be paid in a lump sum, subject to Section 3.1(d) below. (ii) Provided that Executive timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), the Executive’s base salary Company shall, for a period of time after twelve (12) months following Executive's termination date determination (the Date of Termination "COBRA Period"), pay the premiums for COBRA healthcare continuation coverage for Executive, and, where applicable, her spouse and eligible dependents, less an amount equal to 12 months the required monthly employee payment for such coverage calculated as if Executive had continued to be an employee of the Company throughout such period (the “Severance "COBRA Payment"). Notwithstanding the foregoing, payments specified under this Section 3.1(c)(ii) shall cease if the Company's statutory obligation to provide such COBRA healthcare continuation coverage terminates for any reason before the expiration of the COBRA Period”), with payments beginning as provided in 4.4 below;including but not limited to Executive's failure to timely elect continuation coverage under COBRA. (ciii) Acceleration of all vesting of any of Executive’s time-based only equity awards that remain unvested as of the termination date and, solely with respect to acceleration of vesting of any performance-based equity award, as determined in the discretion of the Compensation Committee. (d) The benefits described in subsections (i) and (ii) above (except with respect to the Bonus Severance) shall begin within thirty (30) days after expiration of the revocation period of the Release, provided Executive has timely executed and not revoked the Release; and provided that notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of Executive's execution of the Release, directly or indirectly, result in Executive's designating the calendar year of payment, and if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage a payment that is "nonqualified deferred compensation" as defined under Section 4980B 409A of the Code (“COBRA”), the Company will continue "Section 409A") is subject to pay the share execution of the premium for such coverage that it pays for active and similarly-situated employees who receive Release could be made in more than one taxable year of Executive, payment shall be made on the same type of coverage until earliest date permitted under the earlier of (i) the end terms of the Severance Period or (ii) Release in the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; andlater such taxable year. (de) Executive agrees and acknowledges that the Severance provided to the extent Executive pursuant to Section 3.l(c) is in lieu of, and is not previously paid or providedin addition to, the Company shall timely pay or provide any benefits to the which Executive any other amounts or benefits required to may otherwise be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment entitled under any Company severance plan, program, policy, practiceor program, contract other than the Guaranteed Payments. (f) Executive agrees and acknowledges that if Executive fails to comply with Section 5, 6, 7, or agreement of 8 below, all payments under Section 3.l(c) shall immediately cease and Executive shall be required to repay immediately any cash Severance previously paid by the Company (collectively, the “Other Benefits”)thereunder.

Termination Without Cause or Resignation for Good Reason. If the Company terminates Executive’s employment other than in conformity with Sections 5(A), 5(B) or 5(C) above, or if Executive terminates his employment for Good Reason, the Company is terminated by shall pay Executive the Accrued Amounts (and the unvested Option shall continue in full force and effect under its terms) and, additionally, subject to (x) Executive’s immediate return to the Company of all Company property, and (y) Executive’s execution and non-revocation of a waiver and release of claims agreement in a form reasonably satisfactory to the Company (other than for Cause, Disability or deatha “Release”) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, in accordance with the requirements in Section 4.4 below regarding release of claims18(C), the Company shallshall pay as a lump sum the prorated (based on the number of days Executive was employed during the calendar year) Bonus that would have been paid for the year of termination and any bonus for the year preceding termination, to the extent unpaid (with such Bonus being measured and payable as set forth in Section 4(C) above), and in addition: (ai) during the one (1) year period immediately following the termination of Executive’s employment (the “Severance Period”) pay to Executive an amount (the Executive “Severance Payment”) equal to, in the aggregate, one (1) year (two (2) years, in the event of a lump sum (iChange in Control Termination) any unpaid base of Executive’s annual salary of for the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by year in which such amounts were or are deferred)termination occurs, which Severance Payment shall be payable in each case of clauses (i) through (iv) through equal installments during the Date of Termination (collectivelySeverance Period, at the “Accrued Obligations”); (b) continue to provide to same time and in the same manner as Executive’s salary would have been paid had Executive remained in active employment during the Severance Period, in accordance with the Company’s ordinary standard payroll practicespractices as in effect on the date of such termination; provided that in the event of a Change in Control Termination (1) if such terminations occurs after the date of the Change in Control, the Severance Payment shall be paid in lump sum and (2) if such termination is prior to the Change in Control, half of the Severance Payment shall be paid in lump sum and the remainder shall be paid over the Severance Period. (ii) Solely in connection with a Change in Control Termination, with respect to the Option and any other outstanding equity awards time vesting (but not performance vesting, if any) shall accelerate and become vested and exercisable as to 100% of the then-unvested shares subject to the Option and other equity awards effective on the date that the Release becomes irrevocable and Executive shall have 360 days to exercise the Option (or, if earlier, until the expiration of the original term of the Option). (iii) During the Severance Period and for an additional one (1) year, in case of Change in Control Termination, subject to Executive’s base salary for a period timely election of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health continued coverage under Section 4980B the Consolidated Omnibus Budget Reconciliation Act of the Code 1985, as amended (“COBRA”), provide access to continued coverage under the Company will continue Company’s medical plan for Executive, and his eligible dependents (the “COBRA Severance Benefits”); provided that Executive shall pay to pay the share Company, on an after-tax basis, a monthly amount equal to the full premium cost of the premium COBRA Severance Benefits (determined in accordance with the methodology under COBRA, or such other methodology as required by the Internal Revenue Service under Section 105(h) of the Code) for such coverage that it pays for active and similarly-situated employees who receive the same type month and, within thirty (30) days of coverage until the earlier of (i) the end of each month during which Executive has COBRA coverage during the Severance Period or (ii) the date the Executive’s “COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or providedBenefit Period”), the Company shall timely pay or provide Executive in cash (less required withholding) a taxable amount equal to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement sum of the excess of (x) the full premium cost of the COBRA Severance Benefits for such month and (y) any premium amount that would have been payable by Executive if Executive had been actively employed by the Company for such month (collectively, the “Other COBRA Premium Benefits”). Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA Premium Benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, the Patient Protection and Affordable Care Act of 2010, as amended (the “ACA”)), the Company shall in lieu thereof pay Executive taxable cash amounts equal to the COBRA Premium Benefits, which payments shall be made regardless of whether the Executive or Executive’s eligible dependents elect COBRA continuation coverage or pay premiums for continued COBRA coverage (the “Health Care Benefit Payments”) and shall be made solely if permitted under the ACA and related administrative guidance. The Health Care Benefit Payments shall be paid to Executive in installments on the same schedule that the COBRA Premium Benefits would otherwise have been paid to Executive and shall be paid until the expiration of the COBRA Benefit Period. Executive shall be excused from providing services to the Company during the Severance Period. Notwithstanding the foregoing, no portion of the Severance Payment shall be paid nor COBRA Premium Benefits provided pursuant to this Section 6(D) following the date that the Board determines that the Executive first violates any of the restrictive covenants set forth in Section 7 and, upon such violation, Executive shall within 30 days of such violation repay the Company all previously paid Severance Payments and COBRA Premiums (less $100). The Company shall have the right to suspend such payments during the pendency of any proceedings relating to such legal determination provided that any such suspension is founded upon the Board’s good faith belief that any of the provisions identified herein have been breached. If legal proceedings determine that Executive committed no such breach, then within five (5) business days following the entry of a final judgment in any such proceeding, the Company shall pay to Executive all such suspended amounts and any amounts repaid to the Company by the Executive pursuant to this paragraph, without interest thereon. With respect to the compensation and benefits due pursuant to this Section 6(D), Executive shall not have any duty to mitigate his income loss by finding alternative employment, nor shall amounts Executive earns from other employment be offset against such compensation and benefits.

Termination Without Cause or Resignation for Good Reason. If the Company terminates Executive’s employment with the Company is terminated for a reason other than Cause (and not by reason of Executive’s death or Disability), or Executive resigns from employment with the Company (other than for Cause, Disability or death) or the Executive resigns for Good Reason during the TermReason, then the Executive shall be entitled to the following benefits, subject to complianceSection 7 of this Agreement, where applicable, with Executive will receive as severance from the requirements in Section 4.4 below regarding release of claims, the Company shall: (a) pay to the Executive in a lump sum Company: (i) any unpaid base salary continuing payments of Executive’s Base Salary as in effect on the date of Executive’s termination, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive payable in accordance with the Company’s ordinary standard payroll practices, the Executive’s base salary procedures for a period of time after the Date of Termination equal to 12 twelve (12) months (the “Severance Period”); (ii) the immediate vesting of each of Executive’s then-outstanding Equity Awards as to 50% of the then unvested number of shares subject to each such Equity Award (or, with payments beginning if such termination occurs within the Change in Control Period, the immediate vesting of each of Executive’s then-outstanding Equity Awards as to 100% of the then unvested number of shares subject to each such Equity Award); provided, however, that any Equity Award that, at any time such Equity Award was outstanding, was subject to performance-based vesting, will instead be treated as provided in 4.4 the award agreement related to such Equity Award; (iii) subject to Section 6(b) below; (c) if , the Company will either, at the Company’s election, reimburse Executive for the payments Executive makes, or pay directly to the insurance provider the premiums, for medical, vision and while the dental coverage for Executive and his or her family qualifies for and elects to participate in continuation health coverage Executive’s eligible dependents under Section 4980B Title X of the Code Consolidated Omnibus Budget Reconciliation Act of 1985, as amended or comparable state law (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of during the Severance Period or (ii) the date the Executive’s until Executive has secured other employment that provides group health insurance coverage, whichever occurs first provided Executive timely elects COBRA coverage, remains eligible for COBRA continuation coverage expiresand, unless the Company’s providing payments with respect to reimbursements, pays for COBRA will violate coverage; (iv) payment of a lump sum equal to (A) if Executive’s termination occurs outside of the nondiscrimination requirements Change in Control Period, a prorated portion of applicable lawthe Bonus Average (as defined below), with the proration based on the number of completed calendar months in such year for which Executive was employed by the Company as of the termination date, or (B) if Executive’s termination occurs within the Change in Control Period, 100% of Executive’s target Bonus amount for the year in which case this benefit Executive’s termination occurs; and (v) if Bonuses for the calendar year preceding the year in which the termination date occurs have not been paid as of the termination date and have not been determined to be zero for such year, a lump sum Bonus payment equal to the amount that would have been paid to Executive had Executive remained employed through the Bonus payment date, calculated based on actual performance and the terms of the applicable bonus plan (such Bonus payments in (iv) and (v), together, the “Bonus Payments”). With respect to Equity Awards granted on or after the Start Date, the same vesting acceleration provisions provided in the prior sentence will not apply; and (d) apply to such Equity Awards except to the extent not previously paid provided in the applicable equity award agreement by explicit reference to this Agreement or provided, the Company shall timely pay to a later employment or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)providing for similar vesting acceleration provisions.

Termination Without Cause or Resignation for Good Reason. If termination of the Employment Term occurs at any time due to termination by First Charter "Without Cause" or due to resignation by Executive "For Good Reason" other than that following a "Change in Control" (as defined in Section 7), and provided Executive complies with and continues to abide by the non-competition, confidentiality and other requirements set forth in Sections 8-10 of this Agreement and signs a release of any and all claims that Executive has or may then have against First Charter and its subsidiaries, and such entities' past and then current officers, directors and employees in connection with or relating to Executive’s 's employment or separation from employment with the Company is terminated First Charter and/or its subsidiaries (under this Agreement or otherwise) on a form to be prepared by the Company (other than for Cause, Disability or death) or the Executive resigns for Good Reason during the TermFirst Charter at such time, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall: (a) pay to the Executive in a lump sum (i) any all accrued, unpaid base salary Base Salary and unreimbursed expenses through the date of the Executive, such termination; (ii) any accrued prior year's annual incentive bonus earned but unused and unpaid vacation pay of the Executive, not yet paid; (iii) any earned and unpaid bonuses continued payment of Executive's Base Salary for the greater of the Executiveremainder of the Employment Term or two (2) years; (iii) an annual Bonus amount (calculated as the average of the Bonus awards/determinations for Executive for the three most recent annual award dates, and or such lesser historical annual award dates as may be applicable, including any years where there is no Bonus award earned) for the greater of the remainder of the Employment Term or two (2) years; (iv) continuation of health and welfare benefit coverage (including coverage for Executive's dependents to the amount extent such coverage is provided by First Charter for its employees generally) under such plans and programs to which an Executive was entitled to participate immediately prior to the date of any unpaid compensation previously deferred by the Executive end of his employment for the greater of the remainder of the Employment Term or two (together with any accrued interest or earnings thereon2) (years, provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for such continued participation is possible under the terms by which and provisions of such amounts were plans and programs; and (v) acceleration of vesting of all supplemental benefits, including but not limited to all awards, grants, and options under any First Charter or are deferred)Bank supplemental agreement, in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his stock option plan or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive grant notwithstanding any other amounts provision in such plan or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)grant.

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated at any time by the Company (other than for Cause, Disability without Cause or death) or the by Executive resigns for Good Reason during the TermReason, then the subject to Section 6.6 hereof, Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shallto: (a) pay to the Executive in a lump sum within ten (i10) any unpaid base salary business days following such termination, payment of the Executive, (ii) any ’s accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the ExecutiveBase Salary, and (iv) the amount reimbursement of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to expenses under Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), 7 hereof in each case of clauses (i) through (iv) accrued through the Date date of Termination (collectively, the “Accrued Obligations”)termination; (b) continue provided that the Company actually achieves performance goals for the applicable performance period necessary for participants in the PBP to provide receive cash bonuses pursuant to the PBP with respect to such performance period and that such cash bonuses are actually paid (and deeming any individual performance criteria to have been achieved at target), a pro-rata portion of Executive’s bonus under the PBP for the fiscal year in which Executive’s termination occurs (determined by multiplying the amount of such bonus, which would be due for the full fiscal year based on actual performance by a fraction, the numerator of which is the number of days during the fiscal year of termination that Executive is employed with the Company and the denominator of which is 365), payable on the date that bonuses under the PBP with respect to such fiscal year are payable to other senior executives of the Company in the fiscal year following the fiscal year to which the bonus relates; (c) subject to Section 12.7(b) hereof, payment in equal installments, in accordance with the Company’s ordinary normal payroll practices, practices as in effect on the date of termination of Executive’s base salary for a employment, over the two (2) year period following Executive’s termination of time after the Date of Termination equal to 12 months employment (the “Severance Period”), with payments beginning of an aggregate amount equal to two times the sum of (i) the Base Salary as of the date of termination and disregarding any reduction in such Base Salary constituting Good Reason, and (ii) the Target Bonus; provided in 4.4 belowthat the first payment shall be made on the next regularly scheduled payroll date following the sixtieth (60th) day after Executive’s “separation from service” and shall include payment of any amounts that would otherwise be due prior thereto; (cd) if subject to Section 12.7(b) hereof, continuation of health and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of life insurance coverage until the earlier of (i) the end expiration of the Severance Period Period, or (ii) the date Executive becomes eligible to receive comparable health and life insurance coverage from a subsequent employer; (e) with respect to each equity or equity-based award held by Executive on the date of termination that is (1) subject to performance-based vesting criteria (X) which has been achieved as of such date, each such award shall be fully vested and payable and (Y) which has not been achieved as of such date, a pro rata portion of each such award (determined by multiplying the total number of shares of Common Stock subject to each such award by a fraction, the numerator of which is the number of days during the performance period that Executive is employed with the Company and the denominator of which is the total number of days in the performance period) shall remain outstanding and eligible to vest following termination of employment subject only to the achievement of the applicable performance criteria over the performance period specified for each such award and, to the extent that the applicable performance objectives are not achieved, the applicable portion of such award shall be forfeited for no consideration; provided, however, that if Executive breaches his obligations pursuant to Section 8 hereof any unvested award that remains outstanding pursuant to this Section 6.1(e)(1) shall be immediately forfeited without consideration; (2) subject only to time-based vesting criteria, the portion of each such award that would have vested on the next regularly scheduled vesting date if Executive’s COBRA continuation coverage expiresemployment had not terminated shall become immediately vested on the date of termination, unless provided, however, that if Executive’s employment is terminated on or within forty-five (45) days of such next regularly scheduled vesting date, then the Companyportion of each such award that would have vested on the next two regularly-scheduled vesting dates if Executive’s providing payments for COBRA will violate employment had not terminated shall become immediately vested on the nondiscrimination requirements date of applicable lawtermination; and (3) an award of Options and is or becomes vested on the date of termination shall remain exercisable until the earliest of (i) expiration of the ten (10) year term of such Options, in which case this benefit will not apply(ii) the six (6) month anniversary of the date of termination, or (iii) the date Executive breaches his obligations pursuant to Section 8 hereof; and (df) to the extent not previously paid (i) all other accrued or provided, the Company shall timely pay or provide to the Executive any other vested amounts or benefits required due to Executive in accordance with the Company’s benefit plans, programs or policies including without limitation any accrued vacation earned during the year of termination (other than severance) and (ii) any bonus earned under the PBP with respect to a fiscal year ending prior to the date of such termination but unpaid as of such date, payable at the same time in the year of termination as such payment would be made if Executive continued to be paid or provided or which employed by the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)Company.

Termination Without Cause or Resignation for Good Reason. If Upon termination of the Executive’s employment with Xxxxxx, the Company and Holdings during the Employment Period either (i) by Xxxxxx, the Company and Holdings without Cause or (ii) by the Executive’s resignation for Good Reason, and subject to the Executive’s execution and non-revocation of a release in substantially such reasonable form as is terminated provided by the Company (other than for Causesuch release shall include provisions regarding non-disparagement of Xxxxxx, Disability or death) or the Company and Holdings, the Executive’s cooperation with legal claims, and the Executive’s compliance with the covenants set forth in Article VIII of this Agreement), the Executive resigns for Good Reason during will receive in twelve (12) monthly installments an amount equal to one times the Termsum of: (i) Base Salary and (ii) the Target Annual Bonus. In addition to the above payments, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall: receive (a) pay to upon termination of employment, a Prorata Annual Bonus at the time the Annual Bonus would have otherwise been payable had Executive’s employment not terminated; and (b) the continuation of health, dental, life, and disability benefits under Company sponsored plans for the Executive in a lump sum (i) any unpaid base salary and his dependents to which Executive is entitled as of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectivelyfor 12 months, provided that such benefits shall cease upon the Executive becoming eligible for comparable benefits from a new employer. Further, the “Accrued Obligations”); (b) continue to provide unvested Options provided to the Executive pursuant to the Option Agreement attached as Exhibit B to the Prior Agreement shall immediately become fully vested. As an alternative to continuing Executive’s welfare benefits the Company may elect to pay Executive in accordance with lieu of such coverage an amount equal to Executive’s after tax cost of continuing such coverage, where such coverage may not be provided under or will negatively affect the legal or tax status of the Company’s ordinary payroll practiceswelfare plan(s). The COBRA continuation period shall run concurrently with the foregoing benefits period. Notwithstanding the foregoing, the Executive’s base salary for if Executive is a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage specified employee” under Section 4980B 409A of the Code (“COBRA”)Code, and any payments described above would result in the Company will continue to pay the share imposition of an additional tax under that section, then any of the premium for such coverage that it pays for active above payments due during the six months following the termination of employment shall be accumulated and similarly-situated employees who receive paid on the same type day following the six month anniversary of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)employment.

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 4.2(d) below regarding release of claims, the Company shall: (ai) the Company shall pay to the Executive the following amounts: (1) in a lump sum in cash in the next regularly scheduled pay cycle following the Date of Termination or on such earlier date as applicable law requires, the sum of: (iA) any the Executive’s unpaid base salary and accrued but unused vacation pay, each through the Date of Termination, (B) any final sales or similar commission payments in accordance with, and subject to the terms and conditions of the commission or similar plan then applicable to the Executive, and (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (ivC) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (), provided that this clause (ivC) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case to the extent not previously paid (the sum of the amounts described in clauses (iA), (B) through and (ivC) through the Date of Termination (collectively, shall be hereinafter referred to as the “Accrued Obligations”);; and (b2) continue to the Company shall pay or provide to the Executive in accordance with the Company’s ordinary payroll practices, greater of (x) 50% of the Executive’s highest annual base salary during the two fiscal year period prior to the Date of Termination and (y) 50% of the Executive’s then current annual base salary (such amount shall be hereinafter referred to as the “Severance Payment”), in a lump sum in cash in the next regularly scheduled pay cycle beginning following the Effective Release Date (as defined below). (ii) for a period of time 12 months after the Date of Termination equal to 12 months (Termination, or such longer period as may be provided by the “Severance Period”)terms of the appropriate plan, with payments beginning as provided in 4.4 below; (c) program, practice or policy, if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Code Section 4980B of the Code (“COBRA”), the Company will continue to shall pay the share same percentage of the coverage premium for such during the COBRA coverage that period as it pays for active and similarly-situated employees who receive executives then actively employed with the same type of coverage until individual or family coverage, with payments beginning after the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expiresEffective Release Date, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit coverage will be made available at the Executive’s expense; (iii) the vesting of each outstanding option, restricted share unit, restricted stock award or other equity award of the Company held by the Executive that is not applyfully vested on the Date of Termination shall accelerate by 6 months on the Date of Termination, such that such award shall be exercisable on and following the Date of Termination in accordance with its terms as if the Executive had completed a further 6 months of service to the Company as of the Date of Termination; and (div) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (collectively, such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).

Termination Without Cause or Resignation for Good Reason. If the Company terminates Executive’s employment without Cause or Executive resigns from his employment with the Company is terminated by the Company (other than for Cause, Disability or death) or the Executive resigns for Good Reason during the TermReason, then the in lieu of any damages or other severance entitlements under any Company plan or policy, Executive shall will be entitled to the following: (i) Except as otherwise provided in section 9(c), below, a lump sum payment equal to (I) the average of the Executive’s annual Base Salary and bonuses paid by the Company to the Executive over the five (5) years prior to the time of such termination, multiplied by (II) three (3), payable not later than thirty (30) days after the date of termination; (ii) continuation of Executive’s participation in the Company’s Benefit Plans for eighteen (18) months following benefitssuch termination at the highest level provided to Executive during the period beginning immediately prior to the termination, and at no greater cost to the Executive than the cost Executive was paying immediately prior to the termination; provided, however, that if Executive becomes employed by a new employer, Executive’s coverage under the applicable Company Benefit Plans shall continue, but Executive’s coverage thereunder shall be secondary to (i.e., reduced by) any benefits provided under like plans of such new employer. (iii) 100% of any options to purchase shares of common stock of the Company then held by Executive, which options are then subject to vesting or limitations on exercisability (excluding options that would vest, if at all, upon the attainment of performance goals or any criteria other than the passage of time or continued performance of services by Executive), shall, notwithstanding any contrary provision in the option agreement or stock option plan pursuant to which such options had been granted, be accelerated and become fully vested and exercisable on the date immediately preceding the effective termination date, and shall survive for their stated term. All other terms of Executive’s options shall remain in full force and effect. (iv) If, on the date immediately preceding the termination date, Executive then holds shares of common stock of the Company that are subject to restrictions on transfer (“Restricted Stock”), which shares were issued to Executive in a transaction other than pursuant to the exercise of a stock option, then, notwithstanding any contrary provision in the relevant stock purchase agreement or other instrument pursuant to which Executive acquired such shares of Restricted Stock, such restrictions (including without limitation for future or Company repurchase rights) shall expire in their entirety on the date immediately preceding the termination date and all of such shares of common stock shall become transferable free of restriction, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release applicable provisions of claims, the Company shall: (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused federal and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount state securities laws. All other terms of any unpaid compensation previously deferred by the Executive (together with any accrued interest existing stock purchase agreement or earnings thereon) (provided that this clause (iv) similar document shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), remain in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if full force and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)effect.

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment is terminated by the Company without Cause (as defined below), other than due to Disability, or by the Executive for Good Reason (as defined below) the provisions of this Section 8 shall apply. (a) The Company may terminate the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or at any time without Cause with prior written notice to the Executive resigns and the Executive may resign for Good Reason during (as defined below). (b) Unless the TermExecutive complies with the Release Requirement (as defined below), then no other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to the following benefitsany amounts earned, subject to complianceaccrued and owing, where applicablebut not yet paid under Section 2, any benefits accrued and due in accordance with the requirements in Section 4.4 below regarding release terms of claims, any applicable benefit plans and programs of the Company shall: (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”). (c) Notwithstanding the provisions of Section 8(b), upon termination under Section 8(a) above, subject to the Release Requirement, and so long as the Executive continues to comply with the provisions of Section 15 below, in addition to the Accrued Obligations, the Executive shall be entitled to receive: (i) Continuation of the Executive’s Base Salary for eighteen (18) months (the “Severance Term”), at the rate in effect for the year in which the Executive’s date of termination occurs (but no less than the amount scheduled to be in effect when a payment is made pursuant to Section 2), which amount shall be paid in regular payroll installments over the applicable period following the Executive’s termination date; and (ii) A prorated Annual Bonus for the year in which the Executive’s termination of employment occurs, which shall be determined by multiplying the Executive’s Annual Bonus, determined based on actual performance of Company goals, without negative discretion, and provided that any personal goals shall be considered to be fulfilled, by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the year in which the termination date occurs and the denominator of which is 365. The prorated Annual Bonus, if any, shall be paid at the same time as bonuses are paid to other employees of the Company, but not later than March 15 of the fiscal year following the fiscal year for which it was earned; (biii) continue If applicable, any Annual Bonus amount earned in the year prior to provide to the Executive Executive’s termination, but not yet paid in accordance with the Company’s ordinary payroll practicesannual bonus plan terms; provided that any such bonus shall be paid at the same time as bonuses are paid to other employees of the company, but not later than March 15th of the Executive’s base salary fiscal year following the fiscal year for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 belowwhich it was earned; (civ) If applicable, for any termination under Section 8(a) above occurring after the third anniversary of the Effective Date, any Special Cash Incentive amount earned (if and while any) prior to Executive’s termination (based on Executive’s employment through the third anniversary of the Effective Date), but not yet paid in accordance with Section 3(d)(i) above; provided that any such bonus shall be paid not later than March 15th of the fiscal year following the fiscal year for which it was earned; (v) If the Executive timely and his or her family qualifies for and properly elects to participate in health continuation health coverage under Section 4980B the Consolidated Omnibus Budget Reconciliation Act of the Code 1985 (“COBRA”), then continued health (including hospitalization, medical, dental, vision etc.) insurance coverage substantially similar in all material respects as the Company will continue coverage provided to the Company’s then other active senior executives for eighteen (18) months; provided that the Executive shall pay an amount equal to the share of the premium amount active employees pay for such coverage per month as of the date of the Executive’s termination and the period of COBRA health care continuation coverage provided under section 4980B of the Internal Revenue Code, as amended and the regulations and guidance promulgated thereunder (the “Code”) shall run concurrently with the period; provided further that, notwithstanding the foregoing, the amount of any benefits provided by this Section 8(c)(v) shall be reduced or eliminated to the extent the Executive becomes entitled to duplicative benefits by virtue of the Executive’s subsequent or other employment. The Executive acknowledges that it pays the payments pursuant to this Section 8(c)(i)-(v) are taxable and subject to applicable withholding and payroll taxes. (d) Notwithstanding the provisions of Section 8(b) and subject to (1) the Executive’s employment being in good standing through his termination date and (2) the Release Requirement, upon the Company’s termination of the Executive’s employment without Cause or, solely for active Sections 8(d)(i) and similarly-situated employees who receive 8(d)(iii) below, the same type Executive’s resignation due to an Adverse Employment Action, and so long as the Executive continues to comply with the provisions of coverage until Section 15 below, in addition to the earlier of above, the Executive shall be entitled to receive: (i) If the end Executive’s employment terminates prior to the first (1st) anniversary of the Severance Period or Effective Date, the Executive shall be eligible to receive the Signing Bonus (less any portion already paid) which shall be paid within 30 days of the Release Effective Date (as defined below) and the last sentence of Section 3(b) shall not apply; (ii) the date If the Executive’s COBRA continuation coverage expiresemployment terminates after the 30-month anniversary of the Effective Date and prior to the third (3rd) anniversary of the Effective Date, unless then, subject to the Executive’s achievement through such termination date of performance acceptable to the Board (or the Compensation Committee) in its sole discretion (in consultation with the CEOs of the Company’s providing payments for COBRA will violate ), the nondiscrimination requirements Executive shall be eligible to receive a prorated portion of applicable lawthe Special Cash Incentive, in which case this benefit will not applyshall be paid within 30 days of the Release Effective Date (with such proration based on whole months worked versus 36 months); and (diii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following If the Executive’s employment terminates prior to the grant of either of the 2021 Equity Grant or the Sign-on Equity Grant, then Executive shall receive a cash payment equal in value (determined as of termination date) to any portions of such awards that would have vested in connection with such termination of employment under any planemployment, program, policy, practice, contract or agreement of had the Company (collectively, applicable equity award been granted to Executive on the “Other Benefits”)Effective Date.

Termination Without Cause or Resignation for Good Reason. If In the Executiveevent that Officer resigns for Good Reason or Officer’s employment with the Company hereunder is terminated by the Company (Bank other than for CauseCause in accordance with Section 6(b), Disability or death) or the Executive resigns for Good Reason during the Term, then the Executive Officer shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shalla “Severance Package” consisting of: (i) a “Severance Payment” equal to the sum of (a) pay to two-times the Executive Officer’s annual Base Salary (as in effect on the Termination Date), (b) two-times the Officer’s Target Annual Bonus, and (c) two-times the target Special Incentive Bonus, as applicable, for the year in which the Termination Date occurs, which shall be aggregated and paid in a lump sum cash payment within sixty (i60) any unpaid base salary of days following the ExecutiveTermination Date, and subject to required deductions for state and federal withholding tax, social security and all other applicable employment taxes and required deductions; (ii) any accrued but unused and unpaid vacation pay if such termination under this 6(c) occurs on or after six (6) months following the commencement of the Executivefiscal year to which annual bonuses relate, a “Pro-Rata Bonus Payment” equal to the product of (iiix) any the annual bonus described in Section 4(c)(i) above and the Special Incentive Bonus, if any, that Officer would have earned and unpaid bonuses for the fiscal year in which the Termination Date occurs based on achievement of the Executive, applicable performance goals for such year and (ivy) a fraction, the amount numerator of any unpaid compensation previously deferred which is the number of days that Officer was employed by the Executive Company during the fiscal year of termination and the denominator of which is the total number of days in such fiscal year. The Pro-Rata Bonus Payment shall be paid, notwithstanding any service requirement, following the last day of the applicable bonus period, not later than the date that annual bonuses are paid to similarly situated executives and in no event later than March 15th of the calendar year immediately following the fiscal year in which the Termination Date occurs (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued ObligationsPro-Rata Bonus Payment Date”); (biii) continue vesting of all unvested stock options and stock appreciation rights granted by the Company to provide Officer; (iv) all outstanding equity compensation awards, other than stock options and stock appreciation rights, that were granted by Company to Officer and that are intended to constitute performance-based compensation under Code Section 162(m)(4)(C) and that would otherwise were scheduled to vest in a year subsequent to the Executive in accordance with year of termination of Officer’s employment, shall remain outstanding and fully vest upon satisfaction of the Companyapplicable performance requirements underlying such awards notwithstanding any service requirement; (v) accelerated vesting of any outstanding equity-based compensation awards, other than stock options and stock appreciation rights, that were granted by Company to Officer and that are not intended to qualify as performance-based compensation under Code Section 162(m)(4)(C); and (vi) payment of the premiums required to continue Officer’s ordinary payroll practicesgroup health care coverage (i.e. medical, dental and vision, to the Executive’s base salary extent applicable) for a period of time after up to eighteen (18) months following Officer’s Termination Date, under the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B applicable provisions of the Code Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided that Officer elects to continue and remains eligible for these benefits under COBRA, and does not become eligible for such health coverage through another employer during this period; provided further, that, if Bank determines, in its sole discretion that the Company will continue to pay the share payment of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end COBRA premiums would result in a violation of the Severance Period nondiscrimination rules under Code Section 105(h) or (iiof any statute or regulation of similar effect or other adverse tax or legal consequences to the Bank, then, the parties agree to take such reasonable best efforts to reform this Section 6(c)(vi) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will in such manner as is necessary as to not violate the nondiscrimination requirements rules under Code Section 105(h) or of applicable law, in which case this benefit will not apply; andany statute or regulation of similar effect or cause such adverse consequences. (dvii) Officer will only receive the Severance Package if Officer: (a) complies with all surviving provisions of this Agreement; and (b) executes a separation and release agreement in a form reasonably acceptable to the extent not previously paid Company, releasing all claims, known or providedunknown, that Officer may have against the Company, its Subsidiaries and Affiliates (the “Company Group”) and such other parties as reasonably included therein and releasing all claims, known or unknown, that the Company shall timely pay Group may have against the Officer, (with customary carveouts, as may be applicable, including carveouts for vested benefits and any D&O insurance and indemnification rights that survive termination pursuant to their terms) arising out of or provide any way related to the Executive any other amounts Officer’s employment or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of with the Company (the “Release”), and such release has become effective in accordance with its terms prior to the sixtieth (60th) day following the Termination Date (collectively, the “Other BenefitsRelease Conditions”); provided that the Company shall not release Officer from (i) fraud, (ii) material violation of law, (iii) willful misconduct or acts of bad faith, (iv) any right to clawback compensation under applicable law, regulation, or bilateral agreement or Company policy (including, without claim Section 16(f) of this Agreement), or (v) the right to enforce post-termination restrictive covenants to which Officer is subject. For purposes of complying with Section 409A, (I) any payment or benefit described in Section 6(c) of this Agreement shall not be due and payable until the date that the Release becomes fully effective and non-revocable (such date, the “Release Effective Date”), (II) to the extent any payments are delayed pursuant to clause (I) of this sentence, such delayed amounts shall be paid in a lump-sum promptly following the Release Effective Date, (III) all payments due after the payment made pursuant to clause (II) of this sentence shall be made at the time prescribed in Sections 6(c) of this Agreement, and (IV) notwithstanding the clauses (II) and (III) of this sentence, to the extent the amounts described in Sections 6(c) of this Agreement constitute “non-qualified deferred compensation” that is subject to Section 409A, (A) to the extent Officer’s termination of employment with the Company occurs on or after November 2 of any calendar year, no amounts shall be paid pursuant to Section 6(c) of this Agreement until the calendar year following the year in which the Termination Date occurs, (B) to the extent any payments are delayed pursuant to clause (IV)(A) of this sentence, such delayed amounts shall be paid in a lump-sum promptly following (and, subject to the remainder of this subsection (vii), in no event later than thirty (30) days following) the later of the Release Effective Date and January 1 of the calendar year following the calendar year in which the Termination Date occurred, and (C) all payments due after the payment made pursuant to clause (IV)(B) of this sentence shall be made at the time prescribed in Sections 6(c) of this Agreement. All other Bank obligations to Officer pursuant to this Agreement will be automatically terminated and completely extinguished, except as otherwise provided in Section 8 below. Officer shall have no entitlement to any separation pay or termination benefits in connection with any termination described in this Section 6(c) as may be provided under any other Company plan, program or arrangement.

Termination Without Cause or Resignation for Good Reason. If In addition to the Executiveapplicable Accrued Obligations, if the Company terminates the Employee’s employment with the Company is terminated by the Company (other than for without Cause, Disability or death) or the Executive Employee resigns for with Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall: (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred)Reason, in each case of clauses (i) through (iv) through during the Date of Termination (collectivelyInitial Term, the “Accrued Obligations”); Company shall pay Employee and Employee shall be entitled to: (bA) continue to provide an amount equal to the Executive in accordance with the Company’s ordinary payroll practices, the ExecutiveEmployee’s base salary immediately preceding the termination for a period of time thirty-six (36) months if the termination occurs within one (1) year of the anniversary of the Closing, to be paid in equal monthly installments; or (B) an amount equal to the Employee’s base salary immediately preceding the termination for a period of twenty-four (24) months if the termination occurs after the Date one (1) year anniversary of Termination the Closing but before the two (2) year anniversary of the Closing, to be paid in equal monthly installments; or (C) an amount equal to 12 months (Employee’s base salary immediately preceding the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while termination for the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier lesser of (i) the period of time remaining until the end of the Severance Period Initial Term or (ii) eighteen (18) months following the date Date of Termination, to be paid in equal monthly installments if the Executive’s termination occurs after the two (2) year anniversary of the Closing but before the expiration of the Initial Term; and (D) payment, on an after tax basis, of the portion of the applicable COBRA premiums equal to the employer portion of the health care premium paid by the Company on behalf of similarly situated active employees of the Company, for the lesser of (i) the period of time remaining until the end of the Initial Term or (ii) eighteen (18) months following the Date of Termination for the Employee (or, at the election of the Company, a lump-sum amount equivalent to such payments, based on the employer portion of the health care premium applicable at the time of the Notice of Termination) if the termination occurs before the expiration of the Initial Term (the benefits described in clauses (A), (B) or (C) and (D), the “Severance Benefits”). For the avoidance of doubt, with respect to any continuation health care coverage, the Employee is responsible for the remaining portion of the applicable COBRA premium including any administrative fees, and any such period of continuation coverage expiresdescribed above shall run concurrently with any applicable COBRA period. The Severance Benefits (for the avoidance of doubt, unless the commencement thereof) are subject to the Employee’s timely execution and non-revocation of the release of claims and separation agreement substantially in the form attached as Exhibit A hereto (which the Company and Employee must execute and which may be updated at the Company’s providing payments reasonable discretion for COBRA will violate the nondiscrimination requirements of changes in applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectivelylaw and/or interpretations thereof, the “Other BenefitsRelease”)) within the sixty (60) day period following the Date of Termination. Any such Severance Benefits will commence in the month following the month in which the Release becomes irrevocable and such first payment will include any amounts that would have been paid but for the Release requirement, provided that if such 60 day period overlaps two calendar years that any Severance Benefits shall commence in the later calendar year.

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated at any time during the Term by the Company (other than for Cause, Disability without Cause or death) or the by Executive resigns for Good Reason during the TermReason, then the subject to Section 6.6 hereof, Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shallto: (a) pay to the Executive in a lump sum within ten (i10) any unpaid base salary business days following such termination, payment of the Executive, (ii) any ’s accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the ExecutiveBase Salary, and (iv) the amount reimbursement of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to expenses under Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), 7 hereof in each case of clauses (i) through (iv) accrued through the Date date of Termination (collectively, the “Accrued Obligations”)termination; (b) continue provided that the Company actually achieves performance goals for the applicable performance period necessary for participants in the PBP to provide receive cash bonuses pursuant to the PBP with respect to such performance period and that such cash bonuses are actually paid (and deeming any individual performance criteria to have been achieved at target), a pro-rata portion of Executive’s bonus under the PBP for the fiscal year in which Executive’s termination occurs (determined by multiplying the amount of such bonus, which would be due for the full fiscal year based on actual performance by a fraction, the numerator of which is the number of days during the fiscal year of termination that Executive is employed with the Company and the denominator of which is 365), payable on the date that bonuses under the PBP with respect to such fiscal year are payable to other senior executives of the Company in the fiscal year following the fiscal year to which the bonus relates; (c) subject to Section 12.7(b) hereof, payment in equal installments, in accordance with the Company’s ordinary normal payroll practices, practices as in effect on the date of termination of Executive’s base salary for a employment, over the two (2) year period following Executive’s termination of time after the Date of Termination equal to 12 months employment (the “Severance Period”), with payments beginning of an aggregate amount equal to two times the sum of (i) the Base Salary as of the date of termination and disregarding any reduction in such Base Salary constituting Good Reason, and (ii) the Target Bonus; provided in 4.4 belowthat the first payment shall be made on the next regularly scheduled payroll date following the sixtieth (60th) day after Executive’s “separation from service” and shall include payment of any amounts that would otherwise be due prior thereto; (cd) if subject to Section 12.7(b) hereof, continuation of health and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of life insurance coverage until the earlier of (i) the end expiration of the Severance Period Period, or (ii) the date Executive becomes eligible to receive comparable health and life insurance coverage from a subsequent employer; (e) with respect to each equity or equity-based award granted on or after the Effective Date and held by Executive on the date of termination that is (1) subject to performance-based vesting criteria, a pro rata portion of each such award (determined by multiplying the total number of shares of Common Stock subject to each such award by a fraction, the numerator of which is the number of days during the performance period that Executive is employed with the Company and the denominator of which is the total number of days in the performance period) shall remain outstanding and eligible to vest following termination of employment, subject to the achievement of the applicable performance criteria over the performance period specified for each such award and, to the extent that the applicable performance objectives are not achieved, the applicable portion of such award shall be forfeited for no consideration; provided, however, that if Executive breaches his obligations pursuant to Section 8 hereof any unvested award that remains outstanding pursuant to this Section 6.1(e)(1) shall be immediately forfeited without consideration; (2) subject only to time-based vesting criteria, the portion of each such award that would have vested on the next regularly scheduled vesting date if Executive’s COBRA continuation coverage expiresemployment had not terminated shall become immediately vested on the date of termination; and (3) an award of Options and is or becomes vested on the date of termination shall remain exercisable until the earliest of (i) expiration of the ten (10) year term of such Options, unless (ii) the Company’s providing payments for COBRA will violate six (6) month anniversary of the nondiscrimination requirements date of applicable lawtermination, in which case this benefit will not applyor (iii) the date Executive breaches his obligations pursuant to Section 8 hereof; and (df) to the extent not previously paid (i) all other accrued or provided, the Company shall timely pay or provide to the Executive any other vested amounts or benefits required due to Executive in accordance with the Company’s benefit plans, programs or policies including without limitation any accrued vacation earned during the year of termination (other than severance), (ii) any bonus earned under the PBP with respect to a fiscal year ending prior to the date of such termination but unpaid as of such date, payable at the same time in the year of termination as such payment would be made if Executive continued to be paid employed by the Company, and (iii) treatment of each equity or provided or which equity-based award granted prior to the Effective Date and held by Executive is eligible to receive following on the Executive’s date of termination of employment under any plan, program, policy, practice, contract or in accordance with the equity plan and award agreement of the Company (collectively, the “Other Benefits”)applicable thereto.

Termination Without Cause or Resignation for Good Reason. If (i) Prior to January 1, 2015. In addition to the payments and benefits provided in Section 9(a) and subject to the provisions of Section 9(f), if the Executive’s employment with the Company is terminated (x) by the Company without Cause or (other than for Cause, Disability or deathy) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall: (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred)Good Reason, in each either case prior to January 1, 2015 and prior to the occurrence of clauses a Change in Control: (i) through (iv) through 1)the Company shall pay the Executive an amount equal to 12 months’ Base Salary, which shall be payable in the form of salary continuation and which shall commence within 60 days following the Executive’s Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary regular payroll practicespractice; provided, that if the Release Execution Period (as defined below) begins in one calendar year and ends in another calendar year, payments shall not begin until the beginning of the second calendar year, (2)the Executive shall be entitled, if applicable, to a pro-rated bonus for the year of termination (other than 2013) (calculated at the end of the fiscal year and then pro-rated through the Date of Termination), provided that the applicable performance targets have been met and bonuses are paid generally to similarly situated executives at the Company, and any such payments shall be made when otherwise due in accordance with the provisions of Section 3 and Section 4 of this Agreement, (3)the Company shall immediately vest fifty percent (50%) of any outstanding unvested Restricted Stock Units, and any such accelerated Restricted Stock Units shall be settled within 30 days after Executive’s base salary “separation from service” as defined for a purposes of Section 409A, (4)the period for determining whether the performance conditions for vesting of time any outstanding unvested Performance Restricted Stock Units have been satisfied shall be extended to the eighteen (18) month anniversary of the Date of Termination, and any Performance Restricted Stock Units which satisfy the performance conditions during such period shall be vested and settled within 30 days after the performance conditions have been satisfied, (5)the employment condition for vesting of any outstanding unvested Performance Options shall be deemed satisfied, and the period for exercise of any Performance Options (to the extent otherwise exercisable) shall not expire until (i) the eighteen (18) month anniversary of the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the if later, such date as the Executive’s COBRA continuation coverage expires, unless Service (as defined in the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (dOmnibus Plan) to the extent not previously paid or provided, with the Company shall timely pay or provide to terminate (but in no event beyond the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement remaining term of the Company (collectivelyoption), the “Other Benefits”).and 9

Termination Without Cause or Resignation for Good Reason. If the Executive’s 's employment with the Company is terminated by the Company (other than for Cause, Disability or death) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall: (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “"Accrued Obligations”"); (b) continue to provide to the Executive in accordance with the Company’s 's ordinary payroll practices, the Executive’s 's base salary for a period of time after the Date of Termination equal to 12 months (the “"Severance Period”"), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“"COBRA”"), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s 's COBRA continuation coverage expires, unless the Company’s 's providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s 's termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “"Other Benefits”").

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with shall terminate without Cause pursuant to Section 3(a)(iv) or upon Executive’s resignation from the Company is terminated by the Company (other than for Cause, Disability or death) or the Executive resigns for Good Reason during the Termpursuant to Section 3(a)(vi), then the Executive shall be entitled to the following benefitsthen, subject to compliance, where applicable, with Executive signing on or before the requirements in Section 4.4 below regarding release of claims, the Company shall: (a) pay to the Executive in a lump sum (i) any unpaid base salary of the 21st day following Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A ’s Separation from Service (as defined below) if not provided for under the terms by which such amounts were or are deferred), and not revoking, a release of claims in each case of clauses the form attached as Exhibit A to this Agreement (the “Release”), and Executive’s continued compliance with the Confidentiality Agreement (as defined below), Executive shall receive, in addition to the Company Arrangements set forth in Section 3(c), the following: (i) through an amount in cash equal to one (iv1) through times the Annual Base Salary of Executive as of the Date of Termination Termination, payable in the form of salary continuation in regular installments over the twelve-month period following the date of Executive’s Separation from Service (collectively, the “Accrued ObligationsSeverance Period”); (b) continue to provide to the Executive in accordance with the Company’s ordinary normal payroll practices, ; (ii) an amount equal to any accrued and earned annual bonus for the Executive’s base salary for a period of time after completed fiscal year immediately preceding the Date of Termination equal to 12 months (that has been declared by the “Severance Period”), with payments beginning Board or the Compensation Committee but is not yet paid as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code Date of Termination (“COBRA”to be paid when such annual bonuses are paid to similarly situated employees), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (diii) reimbursement (or direct payment to the carrier), for the Severance Period, for a portion of the premium costs incurred by Executive (and his spouse and dependents, where applicable) to obtain COBRA coverage pursuant to one of the extent not previously paid group health plans sponsored by the Company, which reimbursement (or provided, direct payment) shall equal the premium costs incurred by the Company for the Severance Period, on behalf of a similarly-situated employee, to obtain coverage under the same group health plan sponsored by the Company. Notwithstanding the foregoing, if reimbursement or direct payment of health care premium violates any applicable health care laws, then Executive shall timely pay or provide be entitled to a monthly payment of such amount payment, less applicable taxes and withholding, in lieu of such reimbursement. Notwithstanding the foregoing, in the event Executive is entitled to the Executive any other amounts payments and benefits set forth in this Section 4(b) as a result of a termination or benefits required resignation of employment that occurs on, immediately prior to or within one (1) year following a Change in Control, then the such payments in subparagraphs (i), and (ii) shall be paid or provided or made in lump-sum on the first business day following the date on which the Executive Release shall be non-revocable by Executive, if such Release is eligible to receive following required, if not required, on the Executive’s termination Date of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)Termination.

Termination Without Cause or Resignation for Good Reason. a. If the Executive’s employment with the Company Xxxxxxx is terminated by the Company without Cause (other than for Cause, Disability or deathas defined in Paragraph 10) or the Executive resigns for Good Reason during the Term(as defined in Paragraph 11), then University shall pay Xxxxxxx: i. The remaining balance of the Executive Base Salary described in Paragraph 4 through the end of the term of this Agreement. The Base Salary shall be entitled fixed at the date of termination and shall not be increased for any salary adjustment that might have occurred at a future date. ii. The total amount of Base Salary, incentive salary, or other compensation or amounts owed, if any, that has or have already been earned or are owing but that is or are unpaid as of the date of termination. b. If Xxxxxxx is terminated without Cause or resigns for Good Reason and has not otherwise waived his rights to the following benefitspayment of the balance of his Base Salary pursuant to the provisions of Paragraph 12.a.i. immediately above, Xxxxxxx agrees that he has a duty to use commercially reasonable efforts to obtain comparable professional employment to mitigate the University’s obligations under Paragraph 12.a.i. above. In recognition of this duty, the parties expressly agree any payment required by Paragraph 12.a.i. above shall be made in monthly payments, in accordance with and subject to compliancethe University’s normal payroll process from the date of termination through the stated term of this Agreement. Each monthly payment shall be reduced by any base pay amounts Xxxxxxx receives in that month for services for comparable professional employment by Xxxxxxx, where applicableincluding, with for example, employment in the requirements position of a university president, chancellor, or other administrator, employment as a faculty member at any university, employment as a speaker, consultant, or advisor, employment as an executive in Section 4.4 below regarding release any business or enterprise, or self- employment. If Xxxxxxx accepts employment for comparable professional employment, signs an employment agreement or otherwise agrees to perform such services, he shall promptly give notice to the Regents of claimssuch employment, the Company shall: (a) pay to the Executive in a lump sum (i) any unpaid base salary effective date of the Executive, (ii) any accrued but unused such employment and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid all compensation previously deferred provided or to be provided in the future, if known, for duties performed during the period when Xxxxxxx would have been employed by the Executive (together with University under this Agreement had it not been terminated. c. To the extent Xxxxxxx is employed in comparable professional employment as described above in Paragraph 12.b., Xxxxxxx must be paid actual market rate in new position. If Xxxxxxx accepts any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectivelyemployment described above, the “Accrued Obligations”);actual market rate shall be defined as the average base pay for the similarly situated positions as published in sources like the Chronicle of Higher Education or by using compensation analyses prepared by entities such as Xxxxxx LLC or Aon PLC. If Xxxxxxx is not paid actual market rate, the University reserves the right to adjust the compensation due and owing if Xxxxxxx’x new compensation appears contrived to rely upon payments to Xxxxxxx by the University. Examples would include, but are not limited to, if Xxxxxxx’x new position apportions compensation so that it increases or balloons after the University’s payments to Xxxxxxx cease, or if the subsequent employment arrangement otherwise attempts to avoid the intended net effect of this provision. The University shall assign a reasonable and supportable market value of compensation to Xxxxxxx’x new position based upon its assessment of similar positions. (b) continue to provide d. Financial obligations of the University payable after the current fiscal year are contingent upon funds being appropriated, budgeted and otherwise made available by the State of Colorado. The Regents represent that historically funds have been appropriated to the Executive University and that, provided such an appropriation is made, Xxxxxxx’x salary will be paid in accordance with the Company’s ordinary payroll practicesterms of this Agreement. If no such appropriation is made by the State of Colorado to the University, the Executive’s base salary for a period Regents may, but are not required to, terminate the Agreement without penalty. The Regents agree that, before exercising any right of time after the Date of Termination equal to 12 months (the “Severance Period”)termination otherwise permitted under this provision, with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable lawthey shall, in which case this benefit will not apply; and (d) to the extent not previously paid or providedgood faith, the Company shall timely pay or provide to the Executive any other amounts or benefits required to determine whether Xxxxxxx’x salary can be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)through other available revenues.

Termination Without Cause or Resignation for Good Reason. If the (a) The Company may terminate Executive’s employment with the Company is terminated by the Company hereunder at any time without Cause (other than for Cause, Disability or deathby reason of Disability) or the upon thirty (30) days written notice to Executive. Executive resigns may terminate his employment hereunder for Good Reason during the Term, then the Executive shall be entitled upon written notice to the following benefits, subject to compliance, where applicable, Company in accordance with the requirements in Section 4.4 below regarding release of claims, the Company shall: (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”);definition thereof. (b) continue If Executive’s employment is terminated pursuant to Section 5.1(a), the Company shall have no further obligation to make or provide to Executive, and Executive shall have no further right to receive or obtain from the Company, any payments or benefits except: (i) the Company shall pay to Executive the Accrued Obligations; (ii) the Company shall pay to Executive (A) an amount equal to the Executive’s Base Salary (as in effect immediately prior to the date of termination) and (B) $500,000, which amounts shall be payable, subject to Section 5.1(d) and Section 5.5, in equal installments over the twelve (12) month period following the Termination Date in accordance with the Company’s ordinary then-customary payroll practicespractices for executives; (iii) Executive shall be entitled to exercise outstanding options and, if exercisable, other equity-based awards granted by the Company to Executive in accordance with the terms of the applicable incentive plan and award agreements; and (iv) subject to (A) Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and (B) Executive’s continued copayment of premiums at the same level and cost to Executive as if Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), the ExecutiveCompany shall provide for continued participation in the Company’s base salary group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive for a period of time after twelve (12) months at the Date of Termination equal to 12 months (the “Severance Period”)Company’s expense, with payments beginning as provided in 4.4 below;that Executive is eligible and remains eligible for COBRA coverage. (c) if Notwithstanding the provisions of Section 5.1(b)(ii), in the event a termination covered by Section 5.1(a) occurs (A) during the six (6) month period prior to a Change in Control that is initiated by the Company in contemplation of the Change in Control, then the provisions of Section 5.1(b)(ii) shall apply, except that upon the occurrence of a Change in Control within six (6) months following the Termination Date, the Company shall, subject to Section 5.1(d) and while Section 5.5, pay to Executive the Executive balance of the unpaid amounts due pursuant to Section 5.1(b)(ii); plus (x) an amount equal to the difference between the amount equal to eighteen (18) months of Executive’s Base Salary as in effect immediately prior to the date of termination and his the amount equal to the Executive’s Base Salary (as in effect immediately prior to the date of termination) and (y) $250,000, which amounts shall be paid in a single lump sum on or her family qualifies for within 60 days following the date of the Change in Control; or (B) on the date of a Change in Control or during the six (6) month period following a Change in Control, the amounts payable pursuant to Section 5.1(b)(ii) (of which the amount payable pursuant to clause (A) thereof shall be increased to be an amount equal to eighteen (18) months of Executive’s Base Salary as in effect immediately prior to the date of termination and elects the amount payable pursuant to participate clause (B) thereof shall be increased to be $750,000) shall all be paid in a single lump sum on or within sixty (60) days following the Termination Date; and in each case, (whether subsection (A) or (B) above applies) the length of Executive’s continuation health coverage under COBRA pursuant to Section 4980B 5.1(b)(iv) shall be extended to last for a period of eighteen (18) months rather than twelve (12) months. If the sixty (60) day period referred to in the preceding sentence begins in one calendar year and ends in another, the lump sum payment shall, to the extent required to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “COBRACode”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following in such second calendar year (and for sake of clarity not later than sixty (60) days after the Executive’s termination of employment under any planemployment). (d) With the exceptions of the Accrued Obligations, programthe Company’s payment of the amounts set forth in Section 5.1(b)(ii) or Section 5.1(c)(i), policyif applicable (the “Severance Payments”), practiceand the benefits provided in Section 5.1(b)(iv), contract or agreement Section 5.1(c), if applicable, shall be contingent upon Executive executing the Release described in Section 7.12 below, which must be executed by Executive and become non-revocable by Executive within sixty (60) days after the Termination Date. Subject to Section 5.5 hereof, the payments pursuant to Section 5.1(b)(ii) shall commence on the first regular payroll date of the Company that occurs after the date that is sixty (collectively60) days after the Termination Date, and the first such payment shall include the cumulative amount of payments that would have been paid to Executive during the period of time between the Termination Date and the commencement date had such payments commenced immediately following the Termination Date. With the exception of the Accrued Obligations, the “Other Benefits”)Company shall have no obligation to provide the Severance Payments in the event that Executive breaches the provisions of ARTICLE 6 of this Agreement.

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability without Cause or death) or the if Executive resigns for with Good Reason during the TermReason, then the Executive shall will be entitled to receive the following benefitspayments and benefits (“Severance Benefits”), subject provided that Employee shall not be entitled to compliance, where applicable, with receive any of the requirements in Section 4.4 below regarding Severance Benefits unless he executes and does not revoke a full release of claimsclaims against Company, in form and substance reasonably acceptable to Company, within forty-five (45) days following the Company shalleffective date of the termination of his employment: (aA) pay a gross amount equal to the Executive in a lump sum (i) any unpaid base salary 1.99 years of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary at the rate in effect at the date of termination, less applicable withholdings and deductions; (B) a gross amount equal to any quarterly bonus target applicable to Executive during the quarter in which his employment is terminated and, if Executive is terminated following the end of a completed quarter but prior to the determination of any bonus for that quarter, a bonus in a gross amount equal to the target bonus applicable to that quarter; (C) accelerated vesting of all outstanding but unvested stock options, which will remain exercisable for a period of time no less than three (3) months after termination (unless subject to a Company imposed black out period, which will extend the Date of Termination equal to 12 months (the “Severance Period”exercise period), with payments beginning subject to the maximum original term of such options, and the lapse of all restrictions on stock based awards (such as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”restricted stock awards), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (dD) for a period of up to twelve (12) months or, if shorter, until such time as Executive becomes eligible for health benefits provided by a subsequent employer, Company will (i) either directly pay Executive’s monthly premiums for continuation of health coverage pursuant to COBRA (including medical, dental and vision benefits, if Executive is covered under such benefits at the extent not previously paid or provided, time of the Company shall timely pay termination of his employment) or provide to Executive a monthly payment in an amount equivalent to Executive’s monthly premiums for such COBRA coverage and (ii) provide monthly premium payments or an amount equivalent to the then-existing monthly premiums on Executive’s term life insurance. One-half of the severance payments described in (A) and (B) above will be paid to Executive any other amounts or benefits required within forty-five (45) days following the effective date of the termination of Executive’s employment, with the remainder to be paid or provided or which on the Executive is eligible to receive following next business day after the Executive’s six-month anniversary of the employment termination date, provided, however, that if at the time of termination of employment under any plan, program, policy, practice, contract or agreement Executive is a “specified employee” pursuant to Section 409A(a)(2)(B)(i) of the Company (collectivelyInternal Revenue Code, no payment will be made earlier than the “Other Benefits”)six-month anniversary of the termination date, and the full amount of the payment will be made on the next business day after the six-month anniversary of the termination date.

Termination Without Cause or Resignation for Good Reason. If Upon termination without Cause of the Executive’s employment with the Company is terminated Employee by the Company (other than for Cause, Disability or death) or should the Executive resigns Employee resign for Good Reason during Reason, the Term, then the Executive Employee shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shallfollowing: (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary Company will for a period of time after three months following the Date date of Termination equal to 12 months the notice of termination (the “Severance Period”), with payments beginning as provided ) pay the Employee the base salary at the applicable rate specified in 4.4 belowparagraph 4.A. herein; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date Company will, to the Executive’s COBRA continuation coverage expiresextent permitted by the terms hereof, unless provide the Company’s providing payments for COBRA will violate Employee the nondiscrimination requirements of Benefits specified in paragraph 7 herein and, to the extent permitted by applicable law, ail other employee benefit plans, programs or arrangements in which case this benefit will not apply; and the Employee was participating at any time during the six (d6) month period preceding such termination (provided however that to the extent not previously paid or providedpermitted by applicable law, if for any reason during the Severance Period the Company is unable to maintain the health insurance plan in which Employee was participating, the Company shall timely pay or provide reimburse Employee for costs of COBRA health benefit coverage through the Severance Period); (iii) if there has not been a Change of Control of the Company, the unvested shares of the Option granted to the Executive any other amounts Employee shall continue to vest during the Post Employment Non Compete Period pursuant to the vesting schedule set forth in this Agreement, with all remaining unvested shared of Option vesting on the expiration of the Post Employment Non Compete Period provided however if the Employee breaches the terms of this Agreement during the Post Employment Non Compete Period all unvested shares of the Option as of the date of such breach shall be immediately cancelled and forfeited; further provided that the Employee’s period for exercising the options shall be extended to the earlier of the expiration of the Employee’s option agreement or benefits required to be paid or provided or which the Executive is eligible to receive 90-days following the Executive’s termination of employment under the Post Employment Non Compete Period to exercise any planvested stock options; (iv) if there has been a Change of Control of the Company, programthen all non-vested shares of Option and the Option granted to the Employee shall immediately accelerate and become exercisable or non-forfeitable upon the termination of the Employee without Cause or a resignation by the Employee for Good Reason, policyin both cases within one year following a Change of Control of the Company, practice, contract or agreement It is understood that continued vesting may disqualify the shares options from being treated as incentive stock options. Any obligation of the Company to provide Employee Severance Payments shall be conditioned upon Employee’s signing a general release of claims in the form provided by the Company; provided that no payment shall be made unless and until Employee executes, delivers and does not revoke such release (collectivelyall before the 30th calendar day after termination of employment) and [that Severance Payment shall be made on the 31st day following such event]. For purposes of payments under the Agreement that are subject to (and not exempt from) Section 409A that are payable upon the Employee’s “termination of employment,” such term shall instead mean ‘separation from service” within the meaning of Section 409A and the Treasury Regulations promulgated thereunder. In the event that any payment or benefit received or to be received by Employee in connection with the termination of Employee’s employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, or any person affiliated with the Company or such person) (“Parachute Payments”) would not be deductible (in whole or part) as a result of Section 280G of the Internal Revenue Code of 1986, as amended, by the Company, an affiliate or other person making such payment or providing such benefit, the “Other Benefits”).Company shall use its commercially reasonable efforts to obtain the requisite shareholder approval necessary to avoid the application of such Section 280G.

Termination Without Cause or Resignation for Good Reason. If If, during the Employment Period, the Company terminates the Executive’s employment with the Company is terminated by the Company (other than for Cause, Cause or Disability or death) or the Executive resigns from his employment for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shallReason: (ai) the Company shall pay to the Executive in a lump sum in cash within 30 days following the Date of Termination the aggregate of the following amounts: (A) the Accrued Obligations payable to the Executive under Section 4(a), except that the portion of the Accrued Obligations attributable to the Annual Bonus shall be paid at the time described in Section 4(b)(i) notwithstanding the timing of payment set forth in Section 4(a) and assuming for purposes of determining such bonus the achievement of target performance through the Date of Termination; and (B) a separate lump sum supplemental retirement benefit equal to the difference between (1) the aggregate value of the Profit Sharing Contribution Account and Matching Contribution Account (as defined in the CSR America, Inc. Profit Sharing 401(k) Plan or any successor plan thereto (the “401(k) Plan”)) and the Company Account (as defined in the SERP) under the SERP that the Executive would receive if (i) any unpaid base salary of the Executive’s employment continued at the compensation level provided for in Sections 3(a) and (b) of this Agreement (but assuming that such salary and bonus each increase 4% per annum) for two years following the Date of Termination, (ii) the Executive made pre-tax contributions at the highest permissible rate (disregarding any accrued but unused limitations imposed by the Code, which may or may not be set forth in the 401(k) Plan) for such two year period, and unpaid vacation pay (iii) the Profit Sharing Contribution Account, Matching Contribution Account, and Company Account were fully vested, and (2) the actual aggregate value of the vested portions of the Executive’s Profit Sharing Contribution Account, (iii) any earned and unpaid bonuses of the ExecutiveMatching Contribution Account, and Company Account, if any, under the 401(k) Plan and the SERP; (ivii) the amount of any unpaid compensation previously deferred by Company shall pay to the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment for a period of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through 24 months following the Date of Termination his then Annual Base Salary and Annual Bonus assuming for purposes of determining such bonus the achievement of the Target Bonus. Such Annual Base Salary shall be paid at the time contemplated by Section 3(a) and such Annual Bonus shall be paid at the time contemplated by Section 3(b). In the event of the Executive’s death before all amounts due under the Subsection (collectivelyb)(ii) have been paid to the Executive, the “Accrued Obligations”)amounts payable to the Executive under this Subsection (b)(ii) shall be paid to the Executive’s Beneficiary; (biii) continue to provide to for the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a 24 month period of time after following the Date of Termination equal to 12 months or such longer period as any plan, program, practice or policy may provide (the “Severance Benefit Continuation Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will shall continue on the same terms and conditions the benefits to pay the share Executive and/or the Executive’s family provided to them under the plans, programs, practices and policies described in Section 3(e) as may be in effect from time to time with respect to other peer executives of the premium for such coverage Company and their families; provided, however, that it pays for active if the Executive becomes re-employed with another employer and similarly-situated employees who is eligible to receive medical or other welfare benefits under another employer provided plan, the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) medical and other welfare benefits described herein shall cease on the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, Executive becomes a participant in which case this benefit will not applysuch other plan; and (div) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required with up to be paid or $10,000 for outplacement services commensurate with those provided or which to terminated executives of comparable level made available through and at the Executive is eligible to receive following the Executive’s termination facilities of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)a reputable and experienced vendor.

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or deathshall terminate without Cause pursuant to Section 4(a)(iv) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled pursuant to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims4(a)(v), the Company shall, subject to the Executive’s execution and non-revocation of a general release of claims against Rexnord and its stockholders and affiliates on customary terms and conditions: (ai) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary regular payroll practicespractice following the Date of Termination, an amount equal to the Executive’s base salary Annual Base Salary that the Executive would have been entitled to receive if the Executive had continued his employment hereunder for a period of time after 18 months following the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (dii) subject to Section 5(e), continue to provide during the Severance Period, to the extent not previously paid or provided, the Company shall timely pay or provide provided to the Executive as of the Date of Termination, coverage for the Executive and any other amounts or benefits required to be paid or provided or dependents under all Company group health benefit plans (including health, dental and vision coverage) in which the Executive is eligible and any dependents were entitled to receive following participate immediately prior to the Date of Termination, to the extent permitted thereunder; provided that, in the event that the Executive’s termination of employment under any planby the Company without Cause or by the Executive for Good Reason occurs within 18 months after a Change in Control, programthe Executive also will be entitled to receive the following: (iii) the bonus the Executive would have received if the Executive remained employed with the Company through the end of the bonus performance period in which the Date of Termination occurs, policywhich bonus, practiceto the extent bonuses are paid by the Company for such performance period, contract or agreement shall be based on the Company’s performance in relation to the performance targets set forth in the bonus plan applicable to the Executive (such amount to be determined in good faith by the Compensation Committee), which shall be paid at the end of such bonus performance period when the year-end performance of the Company has been determined and bonuses otherwise would be payable to executives in the ordinary course; and (collectivelyiv) payments equal to eighteen (18) months of the premium cost for life insurance coverage (excluding supplemental life insurance coverage) under the Company’s life insurance plan in effect for the Executive immediately prior to the date of termination, payable over the “Other Benefits”)Severance Period at regular intervals in accordance with the Company’s customary payroll procedures.

Termination Without Cause or Resignation for Good Reason. (1) If the Executive’s 's employment with the Company is terminated by the Company (other than for Cause, Disability or deathshall terminate without Cause pursuant to Section 4(a)(iv) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled pursuant to the following benefits, subject to compliance, where applicable, with the requirements Section 4(a)(v) (and such termination constitutes a "separation from service" as defined in Section 4.4 below regarding release of claimsTreasury Regulation 1.409A-1(h) ("Separation")), the Company shall: (i) Continue to pay, in separate and distinct equal installment payments in accordance with normal payroll practices at the time of the Separation, the Executive's Annual Base Salary for the period beginning on the date of Separation and ending on the earliest to occur of (a) pay to the twelve month anniversary of the date of Separation, (b) the first date the Executive violates any covenant contained in a lump sum Section 6, (c) the fifth (5th) day following the date of Separation in the event the Company has not received by that date the Executive's executed general waiver and release of claims in the Company's customary form and voluntary waiver of any review period, or (d) the first date of the Executive's revocation of the general waiver and release; and (ii) Continue coverage (at the Company's expense), for the period set forth in clause (i) above, for the Executive and any unpaid base salary dependents under the Company group health benefit plan in which the Executive and any dependents were entitled to participate immediately prior to the date of the ExecutiveSeparation, (ii) any accrued but unused and unpaid vacation pay of the Executive, excluding Exec-U-Care or similar supplemental coverage policies for senior executives; and (iii) Pay you a pro-rated performance compensation payment for the year of Separation, which except for the pro-ration shall be pursuant to the terms and conditions set forth in the Performance Compensation Plan and shall be paid in the calendar year following the calendar year in which the Separation occurs at such time as such payments are paid to other executive officers who participate therein. (2) This Section 5(c)(2) shall apply only to the extent that any earned and unpaid bonuses payment under this Agreement constitutes "nonqualified deferred compensation" for purposes of Section 409A of the ExecutiveInternal Revenue Code of 1986, as amended (the "Code") and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided not to payments that this clause (iv) shall not cause accelerated payment of amounts subject to are exempt from Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”due to, for example, application of the short term deferral rule or separation pay exceptions). To the extent any such payment of any amount constitutes "nonqualified deferred compensation" and the Executive is deemed on the date of termination to be a "specified employee" within the meaning of Code Section 409A(a)(2)(B), the Company will continue any amounts to pay the share of the premium for such coverage which Executive is entitled under this Section 5 that it pays for active constitute "non-qualified deferred compensation" under Code Section 409A and similarly-situated employees who receive the same type of coverage until would otherwise be payable prior to the earlier of (i) the end 6-month anniversary of the Severance Period or Executive's Separation and (ii) the date of the Executive’s COBRA continuation coverage expires, unless 's death (the Company’s providing payments for COBRA will violate "Delay Period") shall instead be paid in a lump sum immediately upon (and not before) the nondiscrimination requirements expiration of applicable law, in which case this benefit will not apply; and (d) the Delay Period to the extent not previously paid or provided, such delay is required under Section 409A of the Company Code. Any lump sum payment of delayed payments under this Section 5(c)(2) shall timely pay or provide to the Executive any other amounts or benefits required to be paid or with interest to reflect the period of delay, with such interest to accrue at the prime rate in effect at Citibank, N.A. at the time of the Separation. Any remaining payments due under the Agreement shall be paid as otherwise provided or which herein. The determination of whether the Executive is eligible to receive following the Executive’s termination a "specified employee" for purposes of employment under any plan, program, policy, practice, contract or agreement Code Section 409A(a)(2)(B)(i) as of the time of Separation shall made by the Company in accordance with the terms of Code Section 409A and applicable guidance thereunder (collectively, the “Other Benefits”including without limitation Treasury Regulation Section 1.409A-1(i) and any successor provision thereto).

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability without Cause or death) or the by Executive resigns for Good Reason during the TermReason, then the Executive shall be entitled to the following benefitsthen, subject to complianceSection 7 and 8, where applicable, with Executive will receive: (i) continued payment of Base Salary for the requirements period of twelve (12) months following the date of the termination (the “Continuance Period”) (such that the amount paid in Section 4.4 below regarding each month shall be the same but if the separation agreement and release of claims are not complete within the first sixty (60) days that the initial payment shall include any other payments that would have been made prior to the completion of the separation agreement and release of claims, the Company shall: (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive), (ii) any accrued a lump-sum payment equal to one hundred percent (100%) of Executive’s then current Target Bonus, paid at the time fiscal year bonuses are paid to other executives, but unused in no event later than two and unpaid vacation pay one-half (2-1/2) months following the end of the performance year in which the Executive’s employment is terminated, (iii) reimbursement for any earned applicable premiums Executive pays to continue coverage for Executive and unpaid bonuses of Executive’s eligible dependents under the ExecutiveCompany’s Benefit Plans for the Continuance Period, or, if earlier, until Executive is eligible for similar benefits from another employer (provided Executive validly elects to continue coverage under applicable law), and (iv) immediate vesting of all unvested equity awards that would have vested had Executive otherwise remained an employee for the amount 12 month period commencing on his termination date. Notwithstanding any contrary provision of any unpaid compensation previously deferred by the Executive preceding sentence, if a termination described in the preceding sentence occurs within the period beginning three months prior to a Change of Control and ending 12 months following a Change of Control, then in applying the preceding sentence: (together with any accrued interest or earnings thereonA) in clause (provided that this i), eighteen (18) months will be substituted for twelve (12) months, (B) in clause (ii), one hundred fifty percent (150%) will be substituted for one hundred percent (100%), and (C) in clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue immediate vesting will be provided with respect to provide to the Executive all unvested equity awards. Executive’s vested equity awards will remain exercisable in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B terms of the Code (“COBRA”), applicable Company equity compensation plan and the Company corresponding award agreements and thereafter will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) expire to the extent not previously paid or providedexercised. If Executive’s employment is terminated prior to a Change of Control and Executive is entitled to receive severance under this Section 6(a), the Company shall timely pay or provide Executive’s unvested equity awards will remain outstanding for three months (subject to the Executive any other amounts or benefits required to be paid or provided or which maximum term stated in the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”applicable award agreement).”

Termination Without Cause or Resignation for Good Reason. If In the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability event of a Termination Without Cause or death) or the Executive resigns Resignation for Good Reason during the Term, then subject to the effectiveness of Executive’s execution of a general release of claims against Employer and its affiliates in the form attached hereto as Exhibit B no later than 54 days after the Date of Termination (as described in Section 7): (i) Employer shall continue to pay to Executive the Base Salary (as in effect on the Date of Termination) for the remainder of the Term (the “Continuation Period”) in equal installments in accordance with Employer’s normal payroll practices, commencing with the first regular payroll following the date on which the general release of claims becomes effective and irrevocable as described in Section 7, provided that, for the avoidance of doubt, such equal installments shall be calculated based on the Base Salary payable from the Date of Termination through the remainder of the Term; (ii) Employer shall pay to Executive the ICP Standard (as in effect on the Date of Termination) Executive would have had the opportunity to receive if Executive had remained employed during the Continuation Period, to the extent not previously paid, on April 30th of the year following the calendar year to which the ICP relates, provided that, if (A) Executive was reasonably expected by Olin to be a “covered employee” (within the meaning of Section 162(m) of the Code) for the taxable year of Olin in which the Date of Termination occurs and (B) the ICP Standard that Executive would have been eligible to receive for such year was originally intended by Olin to satisfy the performance-based exception under Section 162(m) of the Code (without regard to any entitlement to payment upon termination of employment), the reference above to Executive’s ICP Standard shall be replaced by (1) $150,000 in the event the Date of Termination occurs prior to the first anniversary of the Effective Time and (2) the product of (x) Executive’s Base Salary as of the Date of Termination and (y) a fraction, the numerator of which is Executive’s ICP Standard for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs and the denominator of which is Executive’s Base Salary for such fiscal year, in the event the Date of Termination occurs on or after the first anniversary of the Effective Time; (iii) during the 12-month period following the Date of Termination, or, in the case of medical plans, until Executive becomes eligible for comparable coverage under the medical health plans of a successor employer, if earlier, Employer shall (A) if benefits under Employer’s medical and dental benefit plans, or materially equivalent plans maintained by Employer in replacement thereof (the “Health Plans”) will not be taxable to Executive, continue to provide coverage at Employer’s expense under the Health Plans, or (B) if benefits under the Health Plans will be taxable to Executive, reimburse Executive’s premiums for continued coverage under the Health Plans in the amount of the cost of such coverage, in either case for the Executive and Executive’s dependents at the level provided to Executive immediately prior to the Date of Termination; (iv) Executive shall continue to receive retirement contributions during the Continuation Period under Employer’s qualified and non-qualified defined contribution plans for which Executive was eligible as of the Date of Termination based on the aggregate amount payable pursuant to Sections 6(a)(i) and (ii). Such contributions shall be applied to Employer’s qualified defined contribution plan to the extent permitted under then-applicable law, otherwise such contributions shall be applied to Employer’s non-qualified defined contribution plan, if applicable. Payments under such non-qualified plan shall be due at the times and in the manner payments are due Executive under such non-qualified plan, it being understood that Executive shall be entitled permitted to receive payments from Employer’s plan (assuming Executive otherwise qualifies to receive such payments, is permitted to do so under the applicable plan terms and elects to do so), during the Continuation Period; (v) Olin shall treat all outstanding equity awards held by Executive in accordance with the terms of the applicable equity plan and individual award agreements evidencing such awards, provided that the Performance RSUs granted pursuant to Section 4(c) shall become vested and nonforfeitable as of the Date of Termination on a pro rata basis based on the extent to which the performance goals applicable to the Performance RSUs have been achieved as of the last completed month preceding the Date of Termination as certified by the Compensation Committee. Such vested Performance RSUs shall be settled no later than 60 days following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release Date of claimsTermination. To illustrate the foregoing, the Company shall: (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) Compensation Committee would certify the amount of any unpaid compensation previously deferred by synergies that had been achieved from the Executive Effective Time until the end of the month preceding the Termination Without Cause or Resignation for Good Reason, as applicable (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject such amount to Section 409A (as defined below) if not provided for under the terms by which be calculated based on such amounts were or are deferredachieved synergies on an annualized “run-rate” basis), in each case and would calculate a percentage the numerator of clauses which is such amount and the denominator of which is the total synergy performance goal (ii.e., $30 million). Executive would then be entitled to have vested and made nonforfeitable as of the Date of Termination the product of the number of Performance RSUs multiplied by such percentage. For example, if synergies of $15 million had been achieved (based on such achieved synergies on an annualized “run-rate” basis) through as of the end of the month preceding the Termination Without Cause or Resignation for Good Reason, as applicable, then Executive would have vested and made nonforfeitable 50% of the total number of Performance RSUs (ivi.e., 50,000 restricted stock units), and the remainder would be forfeited; and (vi) to the extent not theretofore paid or provided, Employer shall pay to Executive the Base Salary through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after and any accrued and unused vacation through the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or provided, the Company Employer shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the that Executive is eligible to receive following pursuant to the terms and conditions of the employee benefit plans and programs of Employer and its affiliates through the Date of Termination at the time such payments are due (if any) (such payments and benefits shall be hereinafter referred to as the “Accrued Benefits”) ; provided, however, that, if, at any time during the Continuation Period, Executive fails to comply in any material respect with Executive’s termination of employment obligations under any planSection 8 or 9, program, policy, practice, contract or agreement of Employer shall no longer be required to provide the Company (collectively, the “Other Benefits”payments and benefits specified in this Section 6(a).

Termination Without Cause or Resignation for Good Reason. If during the Employment Term Executive’s 's employment with the Company is terminated by the Company (other than for Cause, Disability without Cause or death) or the if Executive resigns for Good Reason during the TermReason, then the Executive shall be entitled to the following benefitsthen, subject to compliance, where applicable, with Sections 9 and 10 and the requirements requirement to delay certain payments in Section 4.4 below regarding release of claims25, the Company shall: (a) pay to the Executive in a lump sum will receive: (i) any unpaid base salary a severance amount equal to $1,320,000 which shall be paid in equal amounts over the course of the two (2) year period beginning after Executive, 's employment is terminated in accordance with the Company's normal payroll policies; (ii) any accrued but unused and unpaid vacation pay an additional severance payment determined by taking the current year's Annual Incentive pro-rated to the date of termination, with such pro-rated amount to be calculated by multiplying the current year's Annual Incentive target incentive compensation by a fraction with a numerator equal to the number of days between the start of the Executivecurrent fiscal year and the date of termination and a denominator equal to 365, (iii) for a period of two (2) years, if the Executive or any earned of her dependents is eligible for and unpaid bonuses elects COBRA continuation coverage (as described in Section 4980B of the ExecutiveInternal Revenue Code of 1986, as amended (the "Code")) under any Company group medical or dental plan, Executive will not be charged any premiums for such coverage; provided, however, Executive will be responsible for any income tax due with respect to such premiums, and (iv) restricted share units granted under the amount LTIP as part of any unpaid compensation previously deferred by Annual Awards or the Executive Special Grant that (together with any accrued interest or earnings thereonA) (provided that this clause (iv) shall not cause accelerated payment of amounts are subject to Section 409A performance vesting will be fully earned and the actual number of restricted share units which will be considered vested (as defined below) if not provided for under the terms by in addition to those which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive vested in accordance with their terms) will be determined (1) by actual performance for any completed performance period through the Company’s ordinary payroll practicesdate of Executive's termination and (2) by actual performance, as specified in the applicable Award Agreement, for any incomplete or remaining performance periods after Executive’s base salary for a period of time after the Date of Termination equal to 12 months 's termination (the “Severance Period”vested restricted share units will be settled in shares of Company common stock on the original settlement date as forth in the Award Agreement (without regard to such termination)), with payments beginning and (B) are subject to time based vesting shall be considered fully vested and will be settled promptly thereafter as provided in 4.4 below; (c) if and while by the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)Award Agreement.

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company 's Employment is terminated by the Company (other than for Cause, Disability without Cause or death) or the by Executive resigns for Good Reason during Reason, then, subject to Section 7, Executive (or Executive's heirs or estate in the Term, then the event of Executive's death after Executive shall be has become entitled to the following payments and benefits, subject to compliance, where applicable, with ) will receive from the requirements in Section 4.4 below regarding release of claims, the Company shallCompany: (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred6(a)(vi), in each case continued payment of clauses Executive's then Base Salary for a period of 12 months (ithe "Continuance Period") through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive payable in accordance with the Company’s ordinary 's regular payroll practices; (ii) a cash lump sum payment, paid at the time the Annual Bonus is generally paid, (but in no event later than 90 days after the end of the Company's fiscal year), equal to the then Target Bonus percentage multiplied by Executive’s base salary 's then Base Salary; (iii) for any such termination occurring within 90 days after an Annual Period, but prior to the payment of any Annual Bonus for such Annual Period, an Annual Bonus with respect to such preceding Annual Period (payable within 90 days following the end of such Annual Period), provided that Executive would have otherwise received an Annual Bonus if he had remained employed as of the date of the payment of such Annual Bonus for such Annual Period; (iv) reimbursement for any applicable premiums Executive pays to continue coverage for Executive and Executive's eligible dependents under the Company's Group Health benefit plans under COBRA for a period of time after the Date of Termination equal eighteen months, or, if earlier, until Executive is eligible for similar benefits from another employer (all provided Executive validly elects to 12 months (the “Severance Period”continue coverage under applicable law), with payments beginning as provided in 4.4 below; (cv) if Executive will be paid any accrued but unpaid salary, accrued but unused vacation, expense reimbursements and while other benefits due to Executive through his termination date under any Company-provided or paid plans, policies, and arrangements in accordance with and subject to the Executive terms of such plans, policies and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not applyarrangements; and (dvi) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s if a termination of employment under any plandescribed in this Section 6(a) occurs within 12 months after a Change in Control, program, policy, practice, contract then (x) Executive's stock options (or agreement other unvested compensatory equity) shall all be immediately and fully vested and exercisable and (y) the payment specified in Section 6(a)(i) will instead be paid in a single cash lump sum payment to Executive within 10 days after the effective date of the Company (collectively, the “Other Benefits”separation agreement and release of claims referenced in Section 7(a).

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) without Cause or the Executive resigns for Good Reason, then the Company shall pay the Executive any earned but unpaid Base Salary accrued through the date of termination, at the rates then in effect, less standard deductions and withholdings. In addition, if the Executive furnishes to the Company an executed waiver and release of claims in a form to be provided by the Company, which may include an obligation for the Executive to provide reasonable transition assistance (the “Release”) that is nonrevocable prior to the Release Date, and if the Executive allows the Release to become effective in accordance with its terms, then the Executive shall receive the following benefits: (a) The Company shall pay the Executive an amount equal to one times (1x) the sum of (i) the Executive’s then current Base Salary and (ii) the Executive’s Annual Performance Bonus in respect of the fiscal year in which the termination of employment occurs, at target level. Said amount shall be paid to the Executive in a single lump sum within ten (10) days following the Release Date and will be subject to required withholding; (b) If the Executive is eligible for and timely elects COBRA continuation coverage, the Company will reimburse COBRA premiums for the first twelve (12) months of COBRA coverage; provided, however, that if the Executive ceases to be eligible for COBRA or becomes eligible to enroll in the group health insurance plan of another employer, the Executive will immediately notify the Company and the Company’s obligation to provide the COBRA premium benefits shall immediately cease. Further, notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums on the Executive’s behalf, the Company will pay the Executive on a monthly basis a fully taxable cash payment equal to the COBRA premium for that month, subject to applicable tax withholding. This payment may be, but need not be, used by Executive to pay for COBRA premiums; and (c) The Executive shall be eligible to become fully vested in 25% of the Executive’s then unvested and outstanding equity awards, including the Executive’s then remaining unvested portion of the Initial Option, the Initial RSUs and any Annual Equity Grants or other equity grants awarded. However, if the termination without Cause or resignation for Good Reason during occurs on or before the Termeighteen (18)-month anniversary of a Change of Control (but not before a Change of Control), then the Executive shall be entitled eligible to the following benefits, subject to compliance, where applicable, with the requirements become fully vested in Section 4.4 below regarding release of claims, the Company shall: (a) pay to the Executive in a lump sum (i) any unpaid base salary 100% of the Executive’s then unvested and outstanding equity awards, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, including the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B then remaining unvested portion of the Code (“COBRA”)Initial Option, the Company will continue to pay the share of the premium for such coverage that it pays for active Initial RSUs and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period any Annual Equity Grants or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)equity grants awarded.

Termination Without Cause or Resignation for Good Reason. (a) If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability without Cause or death) or the Executive resigns for Good Reason during Reason, in either case, prior to a Change in Control or more than twelve (12) months following a Change in Control, then the TermCompany shall pay Executive any earned but unpaid Base Salary accrued through the date of termination, at the rates then in effect, less standard deductions and withholdings. In addition, if Executive furnishes to the Company an executed waiver and release of claims in a form to be provided by the Company, which may include an obligation for Executive to provide reasonable transition assistance (the “Release”) that is non-revocable prior to the Release Date, and if Executive allows such Release to become effective in accordance with its terms, then the Executive shall be entitled to receive the following benefits: (i) The Company shall pay Executive an amount equal to one (1) times the sum of the Executive’s then current Base Salary (without regard to any reduction in Base Salary that would otherwise constitute Good Reason), the pro-rated amount of Executive’s annual target bonus (as determined under Section 2.2 above, prior to any reduction in such annual target bonus opportunity that otherwise constitutes Good Reason, if applicable) in respect of the fiscal year in which the termination of employment occurs, and any unpaid annual bonus amount with respect to the fiscal year ended prior to the termination of Executive’s employment. Said amount shall be paid to Executive in a single lump sum on the next normal payroll cycle following the date that is ten (10) days following the Release Date and will be subject to required withholding; and (ii) If Executive is eligible for and timely elects COBRA continuation coverage, the Company will reimburse COBRA premiums for the first twelve (12) months of COBRA coverage; provided, however, that if Executive ceases to be eligible for COBRA or becomes eligible to enroll in the group health insurance plan of another employer, Executive will immediately notify the Company and the Company’s obligation to provide the COBRA premium benefits shall immediately cease. Further, notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums on Executive’s behalf, the Company will pay Executive on a monthly basis a fully taxable cash payment equal to the COBRA premium for that month, subject to complianceapplicable tax withholding. This payment may be, where applicablebut need not be, with the requirements in Section 4.4 below regarding release of claims, the Company shall: (a) used by Executive to pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”);COBRA premiums. (b) continue to provide If Executive’s employment with the Company is terminated without Cause or Executive resigns for Good Reason, in either case, upon or on or before the twelve-month anniversary of a Change in Control (but not before a Change in Control), then the Company shall pay Executive any earned but unpaid Base Salary accrued through the date of termination, at the rates then in effect, less standard deductions and withholdings. In addition, if Executive furnishes to the Company an executed Release that is non-revocable prior to the Release Date, and if Executive allows such Release to become effective in accordance with its terms, then the Company’s ordinary payroll practices, Executive shall receive the following benefits: (i) The Company shall pay Executive an amount equal to 1.5 times the sum of the Executive’s base salary for a period of time after the Date of Termination equal then current Base Salary (without regard to 12 months (the “Severance Period”any reduction in Base Salary that would otherwise constitute Good Reason), the full amount of Executive’s annual target bonus (as determined under Section 2.2 above, prior to any reduction in such annual target bonus opportunity that otherwise constitutes Good Reason, if applicable) in respect of the fiscal year in which the termination of employment occurs, and any unpaid annual bonus amount with payments beginning as provided respect to the fiscal year ended prior to the termination of Executive’s employment. Said amount shall be paid to Executive in 4.4 below;a single lump sum on the next normal payroll cycle following the date that is ten (10) days following the Release Date and will be subject to required withholding; and (cii) if and while the If Executive and his or her family qualifies is eligible for and timely elects to participate in COBRA continuation health coverage under Section 4980B of the Code (“COBRA”)coverage, the Company will continue reimburse COBRA premiums for the first eighteen (18) months of COBRA coverage; provided, however, that if Executive ceases to be eligible for COBRA or becomes eligible to enroll in the group health insurance plan of another employer, Executive will immediately notify the Company and the Company’s obligation to provide the COBRA premium benefits shall immediately cease. Further, notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums on Executive’s behalf, the Company will pay Executive on a monthly basis a fully taxable cash payment equal to the COBRA premium for that month, subject to applicable tax withholding. This payment may be, but need not be, used by Executive to pay for COBRA premiums. (iii) Executive acknowledges and agrees that the share Company is actively searching for CEO candidates, and Executive is serving as the Company’s Interim CEO during that time. Upon the hire of a non-interim CEO by the Company, Executive agrees that he will no longer be Interim CEO effective as of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type first day of coverage until the earlier of (i) the end employment of the Severance Period or (ii) non-interim CEO hire. During the date time Executive is serving as Interim CEO, if Executive becomes eligible for severance under this Section 4(b), in lieu of a payment equal to 1.5 times the sum of the Executive’s COBRA continuation coverage expiresthen current Base Salary (without regard to any reduction in Base Salary that would otherwise constitute Good Reason) as set forth in Section 4(b)(i), unless Executive will be eligible for a payment equal to two (2) times the Company’s providing payments for COBRA will violate the nondiscrimination requirements sum of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination then current Base Salary (without regard to any reduction in Base Salary that would otherwise constitute Good Reason). All other aspects of Executive’s severance entitlement set forth in Section 4(b)(i) shall remain unchanged. For the avoidance of doubt, Executive’s eligibility for a payment equal to two (2) times the sum of Executive’s current Base Salary in the event Executive becomes eligible for severance pursuant to Section 4(b) will cease upon the first date of employment under any planof a non-interim CEO hired by the Company. Notwithstanding anything to the contrary in this Section 4(b), programif a non-interim CEO is hired within three (3) months prior to the effective time of a Change in Control, policy, practice, contract or agreement Executive will remain eligible for a payment equal to two (2) times the sum of the Executive’s then current Base Salary (without regard to any reduction in Base Salary that would otherwise constitute Good Reason) in the event Executive’s employment with the Company is terminated without Cause or Executive resigns for Good Reason, in either case, upon the effective time of a Change in Control or on or before the date that is twelve (collectively, 12) months following the “Other Benefits”)effective time of a Change in Control.

Termination Without Cause or Resignation for Good Reason. If the Executive’s Except -------------------------------------------------------- as provided in Section 10E, below, if Xx. Xxxxxxxxx'x employment with the Company is terminated by the Company (other than for without Cause, Disability or death) or if Xx. Xxxxxxxxx resigns as an employee of the Executive resigns Company for Good Reason during the TermReason, then the Executive such termination shall be entitled deemed a "Termination Without Cause" and Xx. Xxxxxxxxx shall be entitled, on such date, to all of the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shallfollowing: (a) pay to the Executive in a lump sum (i) any unpaid base salary of the ExecutiveAll accrued salary, (ii) any accrued but unused benefits and unpaid vacation pay of the Executive, (iii) any vesting earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date date of Termination (collectively, the “Accrued Obligations”)termination or resignation; (b) continue All accrued bonuses earned through such date. If the date of termination or resignation is prior to provide January 1, 2000, the bonus set forth in Section 3.4(b) shall be paid pro rata based on time employed with the Company prior to January 1, 2000. If the date of termination or resignation is prior to July 1, 2000, the bonus set forth in Section 3.4(c) shall be paid pro rata based on time employed with the Company prior to July 1, 2000. If the date of termination or resignation occurs prior to the Executive in accordance with date of any other bonus for which Xx. Xxxxxxxxx may become eligible, then such bonus shall be payable pro rata based on the Company’s ordinary payroll practices, amount of the Executive’s base salary for a applicable bonus period worked by Xx. Xxxxxxxxx prior to the date of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 belowtermination or resignation; (c) if and while the Executive and Continued payment of Xx. Xxxxxxxxx'x salary at his Base Salary rate, less applicable withholding, for one (1) year following his termination or her family qualifies for and elects to participate in continuation health coverage under Section 4980B resignation ; (d) Continued payment of the Code Housing Loan for one (“COBRA”1) year after the date of termination or resignation; (e) Termination of any conditional obligation that Xx. Xxxxxxxxx may have to repay any part of the Housing Loan he has received or will receive based on Section 10.4(d), the Company will continue above, and any related Gross Up Payments; (f) Termination of any obligation Xx. Xxxxxxxxx shall have to pay the share repay any portion of the premium for Loans; (g) Removal of any "cliff date" in calculating the number of Stock Options or underlying shares vested upon such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not applydate; and (dh) to An additional six (6) months vesting in the extent not previously paid Stock Options (or providedunderlying shares), the Company shall timely pay or provide to the Executive any other amounts options (or benefits required underlying shares) granted to be paid or provided or which Xx. Xxxxxxxxx by the Executive is eligible Board, as if Xx. Xxxxxxxxx continued to receive following vest in the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)options for an additional six months.

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) without Cause or the Executive resigns for Good Reason during (as defined below), then the TermCompany shall pay the Executive any earned but unpaid Base Salary and unused vacation accrued (if applicable) through the date of termination, at the rates then in effect, less standard deductions and withholdings. In addition, if the Executive furnishes to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (the “Release”) and if the Executive allows the Release to become effective in accordance with its terms, then the Executive shall be entitled to receive the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall: (a) The Company shall pay the Executive severance in an amount equal to one times (1x) the sum of the (i) Executive’s then current Base Salary and (ii) the Executive’s target Annual Performance Bonus opportunity in respect of the calendar year in which the termination of employment occurs. Said amount shall be paid to the Executive in a single lump sum within five (i5) any unpaid base salary days following the Release becoming effective and irrevocable and will be subject to required withholding. Notwithstanding the foregoing, if such severance amounts are being paid upon a termination under this Section 5.1 within twenty-four (24) months following the consummation of a Change of Control, the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that multiplier set forth in this clause (ivSection 5.1(a) shall not cause accelerated payment of amounts subject to Section 409A be two times (as defined below) if not provided for under the terms by which such amounts were or are deferred2x), in each case of clauses rather than one times (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”1x);. (b) continue to provide to If the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies is eligible for and timely elects to participate in COBRA continuation health coverage under Section 4980B of the Code federal COBRA law or applicable state law (collectively, “COBRA”), the Company will continue reimburse COBRA premiums for the first thirty-six (36) months of COBRA coverage; provided, however, that if the Executive ceases to pay be eligible for COBRA under applicable law or becomes eligible to enroll in the share group health insurance plan of another employer, the Executive shall immediately notify the Company and the Company’s obligation to provide the COBRA premium for such coverage benefits shall immediately cease. Further, notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it pays for active and similarly-situated employees who receive cannot provide the same type COBRA premium benefits without potentially incurring financial costs or penalties under applicable law, then in lieu of coverage until the earlier of (i) the end of the Severance Period or (ii) the date paying COBRA premiums on the Executive’s behalf, the Company will pay the Executive on a monthly basis a fully taxable cash payment equal to the COBRA continuation coverage expirespremium for that month, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of subject to applicable law, in which case this benefit will not apply; andtax withholding. (dc) The Option Awards, including the Anti-Dilution Options, but only to the extent not the share raising “performance condition” under the Anti-Dilution Options has previously paid or providedbeen satisfied, the Company shall timely pay or provide and any other equity incentive awards granted to the Executive any other amounts or benefits required that are subject solely to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)time-based vesting conditions shall all vest in full upon such termination.

Termination Without Cause or Resignation for Good Reason. (1) If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or deathshall terminate without Cause pursuant to Section 4(a)(iv) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled pursuant to the following benefits, subject to compliance, where applicable, with the requirements Section 4(a)(v) (and such termination constitutes a “separation from service” as defined in Section 4.4 below regarding release of claimsTreasury Regulation 1.409A-1(h) (“Separation”)), the Company shall: (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject Continue to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred)pay, in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive separate and distinct equal installment payments in accordance with normal payroll practices at the Company’s ordinary payroll practicestime of the Separation, the Executive’s base salary Annual Base Salary for the period beginning on the date of Separation and ending on the earliest to occur of (a) the twelve month anniversary of the date of Separation, (b) the first date the Executive violates any covenant contained in Section 6, (c) the fifth (5th) day following the date of Separation in the event the Company has not received by that date the Executive’s executed general waiver and release of claims in the Company’s customary form and voluntary waiver of any review period, (d) the first date of the Executive’s revocation of the general waiver and release, or (e) the first date of the Executive’s employment or consultancy (whether as an employee, independent contractor, or otherwise) with another company based on more than twenty (20) hours per week (and the Executive hereby agrees to inform the Company immediately upon his becoming such an employee or consultant with another company); and (ii) Continued coverage (at the Company’s expense), for the period set forth in clause (i) above, for the Executive and any dependents under the Company group health benefit plan in which the Executive and any dependents were entitled to participate immediately prior to the date of Separation, excluding Exec-U-Care or similar supplemental coverage policies for senior executives; and (iii) Pay you a period pro-rated bonus for the year of Separation, which except for the pro-ration shall be pursuant to the terms and conditions set forth in the Bonus Plan and shall be paid in the calendar year following the calendar year in which the Separation occurs at such time after as bonuses are paid to other executive officers who participate therein; and (2) This Section 5(c)(2) shall apply only to the Date extent that any payment under this Agreement constitutes “nonqualified deferred compensation” for purposes of Termination equal to 12 months Section 409A of the Internal Revenue Code of 1986, as amended (the “Severance PeriodCode”), with ) and not to payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under that are exempt from Section 4980B 409A of the Code (due to, for example, application of the short term deferral rule or separation pay exceptions). To the extent any such payment of any amount constitutes “COBRA”nonqualified deferred compensation” and the Executive is deemed on the date of termination to be a “specified employee” within the meaning of Code Section 409A(a)(2)(B), the Company will continue any amounts to pay the share of the premium for such coverage which Executive is entitled under this Section 5 that it pays for active constitute “non-qualified deferred compensation” under Code Section 409A and similarly-situated employees who receive the same type of coverage until would otherwise be payable prior to the earlier of (i) the end 6-month anniversary of the Severance Period or Executive’s Separation and (ii) the date of the Executive’s COBRA continuation coverage expires, unless death (the Company’s providing payments for COBRA will violate “Delay Period”) shall instead be paid in a lump sum immediately upon (and not before) the nondiscrimination requirements expiration of applicable law, in which case this benefit will not apply; and (d) the Delay Period to the extent not previously paid or provided, such delay is required under Section 409A of the Company Code. Any lump sum payment of delayed payments under this Section 5(c)(2) shall timely pay or provide to the Executive any other amounts or benefits required to be paid or with interest to reflect the period of delay, with such interest to accrue at the prime rate in effect at Citibank, N.A. at the time of the Separation. Any remaining payments due under the Agreement shall be paid as otherwise provided or which herein. The determination of whether the Executive is eligible to receive following the Executive’s termination a “specified employee” for purposes of employment under any plan, program, policy, practice, contract or agreement Code Section 409A(a)(2)(B)(i) as of the time of Separation shall made by the Company in accordance with the terms of Code Section 409A and applicable guidance thereunder (collectivelyincluding without limitation Treasury Regulation Section 1.409A-1(i) and any successor provision thereto). In the event the Company modifies the terms of the severance benefits applicable to Senior Vice Presidents of the Company, the “Other Benefits”).severance benefits described in this Section 5 will be modified on a consistent basis