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

Termination Without Cause or Termination for Good Reason. In the event (x) the Executive's employment hereunder is terminated by the Company without Cause, other than due to Disability or death, or (y) the Executive terminates his employment for Good Reason hereunder at his initiative within 60 days following the occurrence of a Good Reason which has not been cured by the Company within 20 calendar days of receipt of notice thereof from the Executive, the Executive shall be entitled to the following benefits: (i) Base Salary through the date of termination; (ii) a Pro-Rata annual incentive award for the year of termination, based on the target bonus for such year, payable promptly following such termination; (iii) a lump sum payment in an amount equal to two times the Executive's Base Salary, determined as provided in the last sentence of this Section 14(d), payable promptly following such termination; (iv) a lump sum payment in an amount equal to two times the Executive's target annual incentive award for the year of termination, payable promptly following such termination; (v) all outstanding stock options shall become fully vested and exercisable and shall remain exercisable for a period equal to the lesser of five years and the remainder of their originally scheduled terms; (vi) two additional years of service for the purpose of determining the supplemental pension benefit pursuant to Section 10; provided, however, that the total number of years of service taken into account in determining such benefit shall in no event exceed ten (10); and (vii) continued participation in all medical, dental, vision and hospitalization insurance coverage and benefits and in all other employee and senior-level executive welfare benefit plans, programs and arrangements in which he was participating on the date of the termination of his employment, on the same terms and conditions as if he had remained employed by the Company, for a period equal to 24 months following the termination of his employment; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described above shall be secondary to those provided under such other plan during such applicable period of eligibility, provided that, to the extent that the Company's plans, programs and arrangements do not permit such continuation of the Executive's participation following his termination, the Company shall provide the Executive, no less frequently than quarterly in advance with an amount which, after taxes, is sufficient for him to purchase equivalent benefits. For purposes of Section 14(d)(iv) above, Base Salary shall be determined by the Base Salary at the annualized rate in effect on the date of termination of the Executive's employment, provided however, if, prior to the termination of the Executive's employment pursuant to this Section 14(d), the Base Salary has been reduced without the Executive's consent, the Base Salary in effect on the date of termination of the Executive's employment shall be deemed to be the Base Salary as in effect prior to such reduction.

Termination Without Cause or Termination for Good Reason. In the event (x) of a Termination without Cause or a Termination for Good Reason, and subject to the Executive's employment hereunder is terminated by ’s entering into a Release Agreement with the Company without Cause, other than due to Disability or death, or in substantially the form attached hereto as Exhibit A (y) the Executive terminates his employment for Good Reason hereunder at his initiative within 60 days following the occurrence of a Good Reason which has not been cured by the Company within 20 calendar days of receipt of notice thereof from the Executive“Release”), the Executive shall be entitled have the right to receive the following benefitsfollowing: (i) the Base Salary through provided by Section 3(a) hereof for a period of eighteen (18) months from the date Termination Date (the “Severance Period”), such amount to be deemed liquidated damages and payable at the applicable payroll periods; provided, however, that in the event of terminationa breach by the Executive of Section 6, 7, 8, or 9 on or after the Termination Date, the provisions of Section 11 shall apply; (ii) a Pro-Rata annual incentive award pro rata amount of the Bonus, if any, which would have been payable to the Executive for the calendar year in which such termination occurs, determined after the end of terminationthe calendar year in which such termination occurs and equal to the amount which would have been payable to the Executive if Executive’s employment had not been terminated during such calendar year multiplied by a fraction, based on the target numerator of which is the number of whole months the Executive was employed by the Company during such calendar year and the denominator of which is 12. Any pro rata bonus for payable under this Section 5(b)(ii) shall be paid in substantially equal installments over the remaining term of the Severance Period following calculation of such year, payable promptly following such terminationpro rata bonus amount; (iii) a lump sum payment in an amount equal to two times the Executive's Base Salaryproduct of (A) the amount of the Bonus, determined as provided if any, paid or payable to the Executive in respect of the last sentence of this Section 14(d)most recently completed fiscal year ending on or prior to the Termination Date and (B) 1.5, payable promptly following such termination;to be paid in substantially equal installments over the Severance Period; and (iv) a lump sum payment in an amount equal to two times the Executive's target annual incentive award for the year any earned but unpaid Bonus in respect of termination, payable promptly following such termination; (v) all outstanding stock options shall become fully vested and exercisable and shall remain exercisable for a period equal to the lesser of five fiscal years and the remainder of their originally scheduled terms; (vi) two additional years of service for the purpose of determining the supplemental pension benefit pursuant to Section 10; provided, however, that the total number of years of service taken into account in determining such benefit shall in no event exceed ten (10); and (vii) continued participation in all medical, dental, vision and hospitalization insurance coverage and benefits and in all other employee and senior-level executive welfare benefit plans, programs and arrangements in which he was participating ending on the date of the termination of his employment, on the same terms and conditions as if he had remained employed by the Company, for a period equal to 24 months following the termination of his employment; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described above shall be secondary to those provided under such other plan during such applicable period of eligibility, provided that, to the extent that the Company's plans, programs and arrangements do not permit such continuation of the Executive's participation following his termination, the Company shall provide the Executive, no less frequently than quarterly in advance with an amount which, after taxes, is sufficient for him to purchase equivalent benefits. For purposes of Section 14(d)(iv) above, Base Salary shall be determined by the Base Salary at the annualized rate in effect on the date of termination of the Executive's employment, provided however, if, prior to the termination of the Executive's employment pursuant to this Section 14(d)Termination Date, the Base Salary has been reduced without the Executive's consent, the Base Salary in effect on the date of termination of the Executive's employment shall be deemed to be paid in substantially equal installments over the Base Salary as in effect prior to such reductionSeverance Period.

Termination Without Cause or Termination for Good Reason. In the event (x) The Corporation shall be permitted to terminate the Executive's employment hereunder is terminated without Cause and the Executive shall be permitted to terminate Executive's employment hereunder for Good Reason. For purposes of this Agreement, such a termination of employment by the Company Executive shall constitute a "Termination for Good Reason" only if effected in accordance with the notice provisions of Section 6.7(b). If the Corporation terminates the Executive's employment hereunder without Cause, other than due to Disability death or deathDisability, or (y) if the Executive terminates his employment effects a Termination for Good Reason hereunder at his initiative within 60 days following the occurrence of a Good Reason which has not been cured by the Company within 20 calendar days of receipt of notice thereof from the ExecutiveReason, the Executive shall be entitled to the following benefitsreceive: (ia) Base Salary the product of any annual bonus paid or payable (and annualized for any fiscal year consisting of less than 12 months) to Executive for the most recently completed fiscal year during the Term of Employment (unless in the case of termination by the Corporation without Cause, in which case, such product will be determined by reference to the highest annual bonus paid or payable under this Agreement during the Term of Employment)and a fraction, the numerator of which is the number of days in the current fiscal year through the date Date of termination;Termination, and the denominator of which is 365. (ii) a Pro-Rata annual incentive award for the year of termination, based on the target bonus for such year, payable promptly following such termination; (iiib) a lump sum payment in an amount equal to two times the Executive's present value of Base Salary, determined as provided in Salary owed through the last sentence later to occur of this Section 14(d), payable promptly following (i) the second anniversary of such termination, or (ii) the end of the Term of Employment; (ivc) a lump sum payment in an amount equal to two times any deferred compensation (including, without limitation, interest or other credits on the Executive's target annual incentive award for the year of termination, payable promptly following such terminationdeferred amounts) and any accrued vacation pay; (vd) all outstanding stock options shall become fully vested and exercisable and shall remain exercisable reimbursement for a period equal expenses incurred, but not paid prior to the lesser such termination of five years and the remainder of their originally scheduled terms; (vi) two additional years of service for the purpose of determining the supplemental pension benefit pursuant to Section 10; provided, however, that the total number of years of service taken into account in determining such benefit shall in no event exceed ten (10)employment; and (viie) continued participation any other compensation or benefits which may be owed or provided to the Executive in all medical, dental, vision and hospitalization insurance coverage and benefits and in all other employee and senior-level executive welfare benefit plans, programs and arrangements in which he was participating on accordance with the date of the termination of his employment, on the same terms and conditions as if he had remained employed provisions of any applicable agreements, plans and programs of or made by the Company, for a period equal to 24 months following Corporation and/or the termination of his employment; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described above shall be secondary to those provided under such other plan during such applicable period of eligibility, provided that, to the extent that the Company's plans, programs and arrangements do not permit such continuation of the Executive's participation following his termination, the Company shall provide the Executive, no less frequently than quarterly in advance with an amount which, after taxes, is sufficient for him to purchase equivalent benefits. For purposes of Section 14(d)(iv) above, Base Salary shall be determined by the Base Salary at the annualized rate in effect on the date of termination of the Executive's employment, provided however, if, prior to the termination of the Executive's employment pursuant to this Section 14(d), the Base Salary has been reduced without the Executive's consent, the Base Salary in effect on the date of termination of the Executive's employment shall be deemed to be the Base Salary as in effect prior to such reductionSubsidiary.

Termination Without Cause or Termination for Good Reason. In Subparagraph 6(b) of the event (x) the Executive's employment hereunder Employment Agreement is terminated by the Company without Cause, other than due to Disability or death, or (y) the Executive terminates his employment for Good Reason hereunder at his initiative within 60 days following the occurrence of a Good Reason which has not been cured by the Company within 20 calendar days of receipt of notice thereof from the Executive, the Executive shall be entitled to the following benefitshereby amended as follows: (ia) Base Salary through the date of termination;The existing language in subparagraph 6(b) shall be moved to a new subparagraph 6(b)(i). (iib) A new subparagraph 6(b)(ii) shall be inserted as follows: “Notwithstanding the foregoing, if the Employment Period ends early pursuant to paragraph 5 on account of a ProTermination Without Cause or a Termination For Good Reason, in each case, within the twenty-Rata annual incentive award for four (24)-month period immediately following a Change in Control (a “CIC Termination”), the year of termination, based on the target bonus for such year, payable promptly following such termination; (iii) a lump sum payment in Company shall pay Executive an amount equal to two times (2x) the sum of (A) Executive's ’s Base SalarySalary at the time of such termination, determined as provided plus (B) Executive’s annual bonus in effect for the year in which the Employment Period ends, based on the target level of performance, plus (C) the annualized amount (for the avoidance of doubt, twelve (12) months) of COBRA Continuation. Additionally, in the event of a CIC Termination, Executive shall be entitled to receive a pro rata amount of the bonus (if any) Executive would have otherwise received pursuant to paragraph 4(b) for the year in which the Employment Period ends (based on the number of days during such bonus year Executive was employed up to and including the last sentence day of this Section 14(dthe Employment Period), which such bonus amount (if any) shall be based on the extent to which the performance measures are met but assuming satisfaction of any personal objectives, and shall be payable promptly following such termination;at the same time as bonuses are paid to employees generally.” (ivc) Subparagraph 6(f) of the Employment Agreement is hereby deleted in its entirety and replaced with the following: “The amounts payable to Executive pursuant to subparagraph 6(b)(i) shall commence or become payable on the first regularly scheduled payroll date following the 60th day after the Termination Without Cause or Termination For Good Reason, subject to subparagraph 6(e), with the aggregate of any payments that would otherwise have been paid prior to such payroll date paid to Executive in a lump sum payment in an amount equal on such payroll date. The amounts payable to two times the Executive's target annual incentive award for the year of termination, payable promptly following such termination; (v) all outstanding stock options shall become fully vested and exercisable and shall remain exercisable for a period equal to the lesser of five years and the remainder of their originally scheduled terms; (vi) two additional years of service for the purpose of determining the supplemental pension benefit Executive pursuant to Section 10; provided, however, that the total number of years of service taken into account in determining such benefit subparagraph 6(b)(ii) shall in no event exceed ten (10); and (vii) continued participation in all medical, dental, vision paid as soon as practicable following Executive’s timely execution and hospitalization insurance coverage and benefits and in all other employee and senior-level executive welfare benefit plans, programs and arrangements in which he was participating on the date nonrevocation of the termination of his employment, on the same terms and conditions as if he had remained employed by the Company, for a period equal to 24 months following the termination of his employmentrelease described in subparagraph 6(e); provided, however, that if the Executive becomes re60-employed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided planday period described therein spans two calendar years, the medical and other welfare benefits described above amounts payable to Executive pursuant to subparagraph 6(b)(ii) shall be secondary to those provided under such other plan during such applicable period of eligibility, provided that, to made in the extent that the Company's plans, programs and arrangements do not permit such continuation of the Executive's participation following his termination, the Company shall provide the Executive, no less frequently than quarterly in advance with an amount which, after taxes, is sufficient for him to purchase equivalent benefits. For purposes of Section 14(d)(iv) above, Base Salary shall be determined by the Base Salary at the annualized rate in effect on the date of termination of the Executive's employment, provided however, if, prior to the termination of the Executive's employment pursuant to this Section 14(d), the Base Salary has been reduced without the Executive's consent, the Base Salary in effect on the date of termination of the Executive's employment shall be deemed to be the Base Salary as in effect prior to such reductionsecond calendar year.”

Termination Without Cause or Termination for Good Reason. In Each of the event (xCompany and Executive is free to terminate this Agreement, and Executive’s employment with the Company, at any time, for any reason, in its or Executive’s absolute sole discretion. Except as otherwise provided in Section 4(c) the of this Agreement, if Executive's ’s employment hereunder is terminated by the Company without Cause, for any reason other than due to Disability (1) for Cause or death(2) by reason of his death or Disability, or (y) the if Executive’s employment is terminated by Executive terminates his employment for Good Reason hereunder at his initiative within 60 days following the occurrence of a Good Reason which has not been cured by the Company within 20 calendar days of receipt of notice thereof from the ExecutiveReason, the Executive shall only be entitled to the following benefitsto: (i) receive an amount equal to the sum of Executive’s annual Base Salary through as in effect on the date of termination and Executive’s target annual Performance Bonus for the fiscal year in which the date of termination occurs, less applicable withholdings, payable in substantially equal installments in accordance with the Company’s normal payroll procedures over twelve (12) months following the date of termination; (ii) a Proimmediate vesting of all outstanding equity-Rata annual incentive award for the year of termination, based awards that would otherwise have vested based solely on the target bonus passage of time if Executive’s employment had continued for such year, payable promptly a period of twelve (12) months following such terminationthe termination thereof; (iii) a lump sum payment in an amount equal with respect to two times the Executive's Base Salaryequity-based awards that would otherwise have vested based on performance, determined as provided Executive shall vest in the portion of such award (which shall not exceed 100% of such award) to which Executive would have been entitled had Executive remained employed until the last sentence day of this Section 14(d)the applicable performance period, payable promptly following such termination; multiplied by a fraction, the numerator of which shall be the number of full calendar months elapsed during the performance period through the date Executive’s employment terminated, plus twelve (iv12) a lump sum payment in an amount equal to two times the Executive's target annual incentive award for the year of terminationadditional months, payable promptly following such termination; (v) all outstanding stock options shall become fully vested and exercisable and shall remain exercisable for a period equal to the lesser of five years and the remainder denominator of their originally scheduled terms; (vi) two additional years of service for the purpose of determining the supplemental pension benefit pursuant to Section 10; provided, however, that which shall be the total number of years of service taken into account months in determining such benefit the applicable performance period, which awards shall in no event exceed ten (10); and (vii) continued participation in all medicalvest and be paid, dentalif and to the extent that the applicable performance conditions are met, vision and hospitalization insurance coverage and benefits at the same time and in all other employee and senior-level executive welfare benefit plans, programs and arrangements in which he was participating on the date of the termination of his employment, on the same terms and conditions manner as if he though Executive had remained employed by the Company; (iv) no later than March 15 following the end of the year in which such termination occurs, in lieu of any annual Performance Bonus for a period the year in which such termination occurs, payment of an amount equal to 24 months following (A) the annual Performance Bonus that would have been payable to Executive (based on actual Company performance, without any exercise of negative discretion disproportionate to any such exercise applicable to other bonus plan participants) had Executive remained employed by the Company during the entire year in which such termination of his employment; providedoccurred, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided planmultiplied by (B) a fraction, the medical numerator of which is the number of days Executive was employed in the year in which such termination occurs and other welfare benefits described above shall be secondary to those provided under the denominator of which is the total number of days in the year in which such other plan during such termination occurs, less applicable period of eligibility, provided that, to withholdings; and (v) the extent that the Company's plans, programs and arrangements do not permit such continuation of the Executive's participation following his termination, the Company shall provide the Executive, no less frequently than quarterly in advance with an amount which, after taxes, is sufficient for him to purchase equivalent benefits. For purposes of Section 14(d)(iv) above, Base Salary shall be determined by the Base Salary at the annualized rate in effect on the date of termination of the Executive's employment, provided however, if, prior to the termination of the Executive's employment pursuant to this Section 14(d), the Base Salary has been reduced without the Executive's consent, the Base Salary in effect on the date of termination of the Executive's employment shall be deemed to be the Base Salary as in effect prior to such reductionAccrued Obligations.

Termination Without Cause or Termination for Good Reason. In Subparagraph 7(b) of the event (x) the Executive's employment hereunder Employment Agreement is terminated by the Company without Cause, other than due to Disability or death, or (y) the Executive terminates his employment for Good Reason hereunder at his initiative within 60 days following the occurrence of a Good Reason which has not been cured by the Company within 20 calendar days of receipt of notice thereof from the Executive, the Executive shall be entitled to the following benefitshereby amended as follows: (ia) Base Salary through the date of termination;The existing language in subparagraph 7(b) shall be moved to a new subparagraph 7(b)(i). (iib) A new subparagraph 7(b)(ii) shall be inserted as follows: “Notwithstanding the foregoing, if the Employment Period ends early pursuant to paragraph 6 on account of a ProTermination Without Cause or a Termination For Good Reason, in each case, within the twenty-Rata annual incentive award for four (24)-month period immediately following a Change in Control (a “CIC Termination”), the year of termination, based on the target bonus for such year, payable promptly following such termination; (iii) a lump sum payment in Company shall pay Executive an amount equal to two times (2x) the sum of (A) Executive's ’s Base SalarySalary at the time of such termination, determined as provided plus (B) Executive’s annual bonus in effect for the year in which the Employment Period ends, based on the target level of performance, plus (C) the annualized amount (for the avoidance of doubt, twelve (12) months) of COBRA Continuation. Additionally, in the event of a CIC Termination, Executive shall be entitled to receive a pro rata amount of the bonus (if any) Executive would have otherwise received pursuant to paragraph 5(b) for the year in which the Employment Period ends (based on the number of days during such bonus year Executive was employed up to and including the last sentence day of this Section 14(dthe Employment Period), which such bonus amount (if any) shall be based on the extent to which the performance measures are met but assuming satisfaction of any personal objectives, and shall be payable promptly following such termination;at the same time as bonuses are paid to employees generally.” (ivc) Subparagraph 7(f) of the Employment Agreement is hereby deleted in its entirety and replaced with the following: “The amounts payable to Executive pursuant to subparagraph 7(b)(i) shall commence or become payable on the first regularly scheduled payroll date following the 60th day after the Termination Without Cause or Termination For Good Reason, subject to subparagraph 7(e), with the aggregate of any payments that would otherwise have been paid prior to such payroll date paid to Executive in a lump sum payment in an amount equal on such payroll date. The amounts payable to two times the Executive's target annual incentive award for the year of termination, payable promptly following such termination; (v) all outstanding stock options shall become fully vested and exercisable and shall remain exercisable for a period equal to the lesser of five years and the remainder of their originally scheduled terms; (vi) two additional years of service for the purpose of determining the supplemental pension benefit Executive pursuant to Section 10; provided, however, that the total number of years of service taken into account in determining such benefit subparagraph 7(b)(ii) shall in no event exceed ten (10); and (vii) continued participation in all medical, dental, vision paid as soon as practicable following Executive’s timely execution and hospitalization insurance coverage and benefits and in all other employee and senior-level executive welfare benefit plans, programs and arrangements in which he was participating on the date nonrevocation of the termination of his employment, on the same terms and conditions as if he had remained employed by the Company, for a period equal to 24 months following the termination of his employmentrelease described in subparagraph 7(e); provided, however, that if the Executive becomes re60-employed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided planday period described therein spans two calendar years, the medical and other welfare benefits described above amounts payable to Executive pursuant to subparagraph 7(b)(ii) shall be secondary to those provided under such other plan during such applicable period of eligibility, provided that, to made in the extent that the Company's plans, programs and arrangements do not permit such continuation of the Executive's participation following his termination, the Company shall provide the Executive, no less frequently than quarterly in advance with an amount which, after taxes, is sufficient for him to purchase equivalent benefits. For purposes of Section 14(d)(iv) above, Base Salary shall be determined by the Base Salary at the annualized rate in effect on the date of termination of the Executive's employment, provided however, if, prior to the termination of the Executive's employment pursuant to this Section 14(d), the Base Salary has been reduced without the Executive's consent, the Base Salary in effect on the date of termination of the Executive's employment shall be deemed to be the Base Salary as in effect prior to such reductionsecond calendar year.”

Termination Without Cause or Termination for Good Reason. In Each of the event (xCompany and Executive is free to terminate this Agreement, and Executive’s employment with the Company, at any time, for any reason, in its or Executive’s absolute sole discretion. Except as otherwise provided in Section 4(c) the of this Agreement, if Executive's ’s employment hereunder is terminated by the Company without Cause, for any reason other than due to Disability (1) for Cause or death(2) by reason of his death or Disability, or (y) the if Executive’s employment is terminated by Executive terminates his employment for Good Reason hereunder at his initiative within 60 days following the occurrence of a Good Reason which has not been cured by the Company within 20 calendar days of receipt of notice thereof from the ExecutiveReason, the Executive shall be entitled to the following benefitsto: (i) receive an amount equal to the sum of Executive’s annual rate of Base Salary as in effect on the date of termination and Executive’s target annual Performance Bonus for the fiscal year in which the date of termination occurs, less applicable withholdings, with such amount payable in a single lump sum cash payment within thirty (30) days following the date of termination (or, with respect to the portion thereof, if any, that the Company reasonably determines would be subject to Section 409A of the Code under the terms of the Prior Agreement, payable at the time and in the form set forth in the Prior Agreement); (ii) immediate vesting of all outstanding equity-based awards that would otherwise have vested based solely on the passage of time if Executive’s employment had continued for a period of twelve (12) months following the termination thereof; (iii) with respect to equity-based awards that would otherwise have vested based on performance, Executive shall vest in the portion of such award (which shall not exceed 100% of such award) to which Executive would have been entitled had Executive remained employed until the last day of the applicable performance period, multiplied by a fraction, the numerator of which shall be the number of full calendar months elapsed during the performance period through the date Executive’s employment terminated, plus twelve (12) additional months, and the denominator of which shall be the total number of months in the applicable performance period, which awards shall vest and be paid, if and to the extent that the applicable performance conditions are met, at the same time and in the same manner as though Executive had remained employed by the Company; (iv) receive, in lieu of any annual Performance Bonus for the year in which such termination occurs, an amount equal to (A) Executive’s target annual Performance Bonus for the fiscal year in which the date of termination occurs, multiplied by (B) a fraction, the numerator of which is the number of days Executive was employed in the year in which such termination occurs and the denominator of which is the total number of days in the year in which such termination occurs, less applicable withholdings, with such amount payable in a single lump sum within thirty (30) days following the date of termination; (iiv) if Executive timely elects to receive continued coverage under the Company’s group health care plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will continue to pay the employer portion of applicable premium payments for Executive’s and his eligible dependents’ continued COBRA coverage under such plan (as in effect or amended from time to time) (the “COBRA Subsidy”) until the earlier of: (I) twelve (12) months following the effective date of Executive’s termination of employment, or (II) the date upon which Executive obtains or becomes eligible for other health care coverage from a Pro-Rata annual incentive award new employer or otherwise (such period referred to as the “COBRA Subsidy Period”). Executive shall promptly inform the Company in writing when he obtains or becomes eligible for any such other health care coverage. Executive shall be responsible for paying a share of such COBRA premiums during the COBRA Subsidy Period at active employee rates as in effect from time to time, and shall be responsible for the year full unsubsidized costs of termination, based on such COBRA coverage thereafter. Executive will be deemed to receive income attributable to the target bonus for such year, payable promptly following such termination; (iii) a lump sum payment in an amount equal to two times the Executive's Base Salary, determined as provided in the last sentence of this Section 14(d), payable promptly following such termination; (iv) a lump sum payment in an amount equal to two times the Executive's target annual incentive award for the year of termination, payable promptly following such termination; (v) all outstanding stock options shall become fully vested and exercisable COBRA Subsidy and shall remain exercisable be responsible for a period equal to the lesser of five years any and the remainder of their originally scheduled terms;all applicable tax liability arising from such benefit; and (vi) two additional years of service for the purpose of determining the supplemental pension benefit pursuant to Section 10; provided, however, that the total number of years of service taken into account in determining such benefit shall in no event exceed ten (10); and (vii) continued participation in all medical, dental, vision and hospitalization insurance coverage and benefits and in all other employee and senior-level executive welfare benefit plans, programs and arrangements in which he was participating on the date of the termination of his employment, on the same terms and conditions as if he had remained employed by the Company, for a period equal to 24 months following the termination of his employment; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described above shall be secondary to those provided under such other plan during such applicable period of eligibility, provided that, to the extent that the Company's plans, programs and arrangements do not permit such continuation of the Executive's participation following his termination, the Company shall provide the Executive, no less frequently than quarterly in advance with an amount which, after taxes, is sufficient for him to purchase equivalent benefits. For purposes of Section 14(d)(iv) above, Base Salary shall be determined by the Base Salary at the annualized rate in effect on the date of termination of the Executive's employment, provided however, if, prior to the termination of the Executive's employment pursuant to this Section 14(d), the Base Salary has been reduced without the Executive's consent, the Base Salary in effect on the date of termination of the Executive's employment shall be deemed to be the Base Salary as in effect prior to such reductionAccrued Obligations.

Termination Without Cause or Termination for Good Reason. In the event (x) The Company may terminate the Executive's ’s employment hereunder is terminated by without Cause and the Executive may terminate his employment hereunder for “Good Reason” (as defined below). If the Company terminates the Executive’s employment hereunder without Cause, other than due to Disability death or deathDisability, or (y) if the Executive terminates his employment for Good Reason hereunder Reason, the Executive shall be paid in one lump sum payment as soon as practicable following the Termination Date: (1) if such termination shall have occurred prior to July 1, 2008, (A) an amount equal to the total of all Base Compensation and all Level One Incentive Compensation that could have been earned by the Executive for the period beginning on the Commencement Date through December 31, 2008 ($2,666,666) less all Base Compensation and Level One Incentive Compensation previously paid to the Executive, plus (B) the amount of any Additional Incentive Compensation to which he would have been entitled for the full year in which such termination occurs; (2) if such termination shall have occurred on or after July 1, 2008, and on or before December 31, 2008, (A) the amount payable to the Executive pursuant to subsection 8(a)(iii)(1) above plus, (B) a lump sum payment equal to the product of six (6) times the “Monthly Salary Amount” (as defined below); and (3) if such termination shall have occurred on or after January 1, 2009, (A) an amount equal to Executive’s Base Compensation at his initiative the rate in effect at the time of termination of employment through the Termination Date plus, (B) the amount of any Additional Incentive Compensation to which he would have been entitled through the Termination Date for the year in which such termination occurs, plus (C) a lump sum payment equal to the product of six (6) times the Monthly Salary Amount. In addition to the amount payable to the Executive pursuant to the preceding sentence, the Executive shall be paid: (i) any accrued vacation pay; (ii) continuation, for the remainder of the scheduled Employment Term as of such date (or, if longer, for the one-year period ending on the first anniversary of the Termination Date), of the health and welfare benefits of the Executive and any long-term disability insurance generally provided to senior executives of the Company in accordance with Section 4(a) of this Agreement (or the Company shall provide the economic equivalent thereof on an after-tax basis); provided, however, if the Executive obtains new employment and such employment makes the Executive eligible for health and welfare or long-term disability benefits which are equal to or greater in scope then the benefits then being offered by the Company, then the Company shall no longer be required to provide such corresponding benefits to the Executive from and after the date of the Executive’s eligibility for such benefits; and (iii) any other compensation and benefits as may be provided in accordance with the terms and provisions of any applicable plans or programs of the Company. Notwithstanding anything to the contrary contained herein, if within 60 days one (1) year following the occurrence of a Good Reason which has not been cured by Change in Control (as defined in Section 8(a)(iv) below): (a) the Company within 20 calendar days of receipt of notice thereof from should terminate the Executive’s employment hereunder without Cause; or (b) the Executive should terminate his employment for Good Reason, then the Executive shall be entitled paid an amount as determined in accordance with the provisions of Section 8(a)(iv) hereof, and no payment shall be due pursuant to this Section. In addition, all options and shares of restricted stock previously granted to the following benefits: (i) Base Salary through Executive which are unvested as of the date of termination; (ii) a Pro-Rata annual incentive award for the year of termination, based on the target bonus for such year, payable promptly following such termination; (iii) a lump sum payment in an amount equal to two times the Executive's Base Salary, determined as provided in the last sentence of this Section 14(d), payable promptly following such termination; (iv) a lump sum payment in an amount equal to two times the Executive's target annual incentive award for the year of termination, payable promptly following such termination; (v) all outstanding stock options termination shall become immediately and fully vested and vested, exercisable and all restrictions thereupon shall remain exercisable for a period equal to the lesser of five years and the remainder of their originally scheduled terms; (vi) two additional years of service for the purpose of determining the supplemental pension benefit pursuant to Section 10; providedlapse, however, that the total number of years of service taken into account in determining upon such benefit shall in no event exceed ten (10); and (vii) continued participation in all medical, dental, vision and hospitalization insurance coverage and benefits and in all other employee and senior-level executive welfare benefit plans, programs and arrangements in which he was participating on the date of the termination of his employment, on the same terms and conditions as if he had remained employed by the Company, for a period equal to 24 months following the termination of his employment; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described above shall be secondary to those provided under such other plan during such applicable period of eligibility, provided that, to the extent that the Company's plans, programs and arrangements do not permit such continuation of the Executive's participation following his termination, the Company shall provide the Executive, no less frequently than quarterly in advance with an amount which, after taxes, is sufficient for him to purchase equivalent benefits. For purposes of Section 14(d)(iv) above, Base Salary shall be determined by the Base Salary at the annualized rate in effect on the date of termination of the Executive's employment, provided however, if, prior to the termination of the Executive's employment pursuant to this Section 14(d), the Base Salary has been reduced without the Executive's consent, the Base Salary in effect on the date of termination of the Executive's employment shall be deemed to be the Base Salary as in effect prior to such reduction.

Termination Without Cause or Termination for Good Reason. In the event (x) the Executive's employment hereunder is terminated by that the Company terminates Executive’s employment without Cause, Cause (other than due to Disability Total Disability) or death, or (y) the Executive terminates his her employment for Good Reason hereunder at his initiative within 60 days following Reason, in either case, during the occurrence of a Good Reason which has not been cured by the Company within 20 calendar days of receipt of notice thereof from the ExecutiveEmployment Period, the Executive shall be entitled to receive, in addition to the following benefitsbenefits set forth in Section 8(b)(i) above and contingent upon Executive’s execution of a general waiver and release of claims in form and substance satisfactory to the Company, such that such waiver and release is effective, with all revocation periods having expired unexercised, by no later than the 60th day after such termination: (i1) Base Salary through continued base salary for the date lesser of termination12 months (commencing after the Notice Period) or the remainder of the Employment Period (if any, after the Notice Period ends) (such lesser period, the “Severance Period”), (2) reimbursement for COBRA premiums during the Severance Period; (ii3) any bonus earned in a prior completed fiscal year that has not been paid as of Executive’s termination date; (4) a Pro-Rata bonus for the year of termination equal to the bonus payable under the Company’s annual incentive award bonus plan for such year based on the achievement of the actual performance criteria for such year (but in no event greater than Executive’s target bonus amount for the year of termination, based on the target bonus for such year, payable promptly following such termination; (iii) a lump sum payment in an amount equal to two times the Executive's Base Salary, determined as provided in the last sentence of this Section 14(d), payable promptly following such termination; (iv) a lump sum payment in an amount equal to two times the Executive's target annual incentive award pro-rated for the number of days actually worked by Executive in such year of termination, termination over 365 and payable promptly following such termination; (v) all outstanding stock options shall become fully vested and exercisable and shall remain exercisable for a period equal to the lesser of five years and the remainder of their originally scheduled terms; (vi) two additional years of service for the purpose of determining the supplemental pension benefit pursuant to Section 10; provided, however, that the total number of years of service taken into account in determining such benefit shall in no event exceed ten (10)when other senior executives are paid; and (vii5) continued participation in all medicalany Performance-Contingent Deferred Stock Award (or portion thereof) that was fully earned, dental, vision and hospitalization insurance coverage and benefits and in all other employee and senior-level executive welfare benefit plans, programs and arrangements in which he was participating on the date of the termination of his employment, on the same terms and conditions as if he had remained employed by the Company, for a period equal to 24 months following the termination of his employment; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described above shall be secondary to those provided under such other plan during such applicable period of eligibility, provided that, to the extent that the Company's plans, programs and arrangements do but not permit such continuation of the Executive's participation following his termination, the Company shall provide the Executive, no less frequently than quarterly in advance with an amount which, after taxes, is sufficient for him to purchase equivalent benefits. For purposes of Section 14(d)(iv) above, Base Salary shall be determined by the Base Salary at the annualized rate in effect on the date of termination of the Executive's employment, provided however, ifsettled, prior to the termination of date, with such award to be settled on the Executive's employment pursuant to this Section 14(dfirst payroll date coincident with or next following the 60th day after such termination. Notwithstanding the foregoing, any amounts under clauses (1), (3), (4) and (5) above that would otherwise be paid to Executive prior to the Base Salary has been reduced without 60th day after her termination of employment shall instead be withheld and paid on the Executive's consentfirst payroll date coincident with or next following the 60th day after her termination of employment. In addition, the Base Salary Company’s obligation to provide the severance benefits set forth in effect clauses (1) and (2) above shall terminate on the date of termination of the Executive's employment shall be deemed to be the Base Salary as in effect prior to such reductionon which Executive becomes employed by a new employer.

Termination Without Cause or Termination for Good Reason. In Each of the event (xCompany and Executive is free to terminate this Agreement, and Executive’s employment with the Company, at any time, for any reason, in its or Executive’s absolute sole discretion. Except as otherwise provided in Section 4(c) the of this Agreement, if Executive's ’s employment hereunder is terminated by the Company without Cause, for any reason other than due to Disability (1) for Cause or death(2) by reason of her death or disability, or (y) the if Executive’s employment is terminated by Executive terminates his employment for Good Reason hereunder at his initiative within 60 days following the occurrence of a Good Reason which has not been cured by the Company within 20 calendar days of receipt of notice thereof from the ExecutiveReason, the Executive shall be entitled to the following benefitsto: (i) receive an amount equal to the sum of Executive’s annual rate of Base Salary as in effect on the date of termination and Executive’s target annual Performance Bonus for the fiscal year in which the date of termination occurs, less applicable withholdings, with such amount payable in a single lump sum cash payment within thirty (30) days following the date of termination (or, with respect to the portion thereof, if any, that the Company reasonably determines would be subject to Section 409A of the Code under the terms of the Prior Agreement, payable at the time and in the form set forth in the Prior Agreement); (ii) full immediate vesting of the Initial Equity Grant (as such term was defined in the Prior Agreement); (iii) immediate vesting of all outstanding equity-based awards which would otherwise have vested based solely on the passage of time if Executive’s employment had continued for a period of twelve (12) months following the termination; (iv) with respect to equity-based awards that would otherwise have vested based on performance, Executive shall vest in the portion of such award (which shall not exceed 100% of such award) Executive would have been entitled to had Executive remained employed until the last day of the applicable performance period multiplied by a fraction, the numerator of which shall be the number of full calendar months elapsed during the performance period through the date Executive’s employment terminated plus twelve (12) additional months and the denominator of which shall be the total number of months in the applicable performance period, which awards shall vest and be paid, if and to the extent that the applicable performance conditions are met, at the same time and in the same manner as though Executive had remained employed by the Company; (v) receive, in lieu of any annual Performance Bonus for the year in which such termination occurs, an amount equal to (A) Executive’s target annual Performance Bonus for the fiscal year in which the date of termination occurs, multiplied by (B) a fraction, the numerator of which is the number of days Executive was employed in the year in which such termination occurs and the denominator of which is the total number of days in the year in which such termination occurs, less applicable withholdings, with such amount payable in a single lump sum within thirty (30) days following the date of termination; (iivi) if Executive timely elects to receive continued coverage under the Company’s group health care plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will continue to pay the employer portion of applicable premium payments for Executive’s and his eligible dependents’ continued COBRA coverage under such plan (as in effect or amended from time to time) (the “COBRA Subsidy”) until the earlier of: (I) twelve (12) months following the effective date of Executive’s termination of employment, or (II) the date upon which Executive obtains or becomes eligible for other health care coverage from a Pro-Rata annual incentive award new employer or otherwise (such period referred to as the “COBRA Subsidy Period”). Executive shall promptly inform the Company in writing when he obtains or becomes eligible for any such other health care coverage. Executive shall be responsible for paying a share of such COBRA premiums during the COBRA Subsidy Period at active employee rates as in effect from time to time, and shall be responsible for the year full unsubsidized costs of termination, based on such COBRA coverage thereafter. Executive will be deemed to receive income attributable to the target bonus for such year, payable promptly following such termination; (iii) a lump sum payment in an amount equal to two times the Executive's Base Salary, determined as provided in the last sentence of this Section 14(d), payable promptly following such termination; (iv) a lump sum payment in an amount equal to two times the Executive's target annual incentive award for the year of termination, payable promptly following such termination; (v) all outstanding stock options shall become fully vested and exercisable COBRA Subsidy and shall remain exercisable be responsible for a period equal to the lesser of five years any and the remainder of their originally scheduled terms; (vi) two additional years of service for the purpose of determining the supplemental pension benefit pursuant to Section 10; provided, however, that the total number of years of service taken into account in determining all applicable tax liability arising from such benefit shall in no event exceed ten (10)benefit; and (vii) continued participation in all medical, dental, vision and hospitalization insurance coverage and benefits and in all other employee and senior-level executive welfare benefit plans, programs and arrangements in which he was participating on the date of the termination of his employment, on the same terms and conditions as if he had remained employed by the Company, for a period equal to 24 months following the termination of his employment; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described above shall be secondary to those provided under such other plan during such applicable period of eligibility, provided that, to the extent that the Company's plans, programs and arrangements do not permit such continuation of the Executive's participation following his termination, the Company shall provide the Executive, no less frequently than quarterly in advance with an amount which, after taxes, is sufficient for him to purchase equivalent benefits. For purposes of Section 14(d)(iv) above, Base Salary shall be determined by the Base Salary at the annualized rate in effect on the date of termination of the Executive's employment, provided however, if, prior to the termination of the Executive's employment pursuant to this Section 14(d), the Base Salary has been reduced without the Executive's consent, the Base Salary in effect on the date of termination of the Executive's employment shall be deemed to be the Base Salary as in effect prior to such reductionAccrued Obligations.

Termination Without Cause or Termination for Good Reason. In the event If (x) the Company terminates the Executive's ’s employment hereunder is terminated by the Company without Cause, other than due to Disability for Cause (but not by reason of death or death, Disability) or (y) the Executive terminates his employment for Good Reason hereunder at his initiative within 60 days following the occurrence of a Good Reason which has not been cured by Reason, then, subject to Section 6(c): (i) the Company within 20 calendar days shall pay or provide to or in respect of receipt of notice thereof from the Executive, the Executive shall be entitled to the following amounts and benefits: (iA) Base Salary through the date of termination; (ii) a Pro-Rata annual incentive award for the year of termination, based on the target bonus for such year, payable promptly following such termination; (iii) in a lump sum payment in cash, within ten (10) days after the Date of Termination, or such earlier date as required by law, an amount equal to two times the sum of (1) the Executive's ’s Annual Base SalarySalary earned but unpaid for the pay period in which the Date of Termination occurs, determined and (2) any compensation for unused vacation time for which the Executive is eligible in accordance with the plans, policies, programs, and practices of the Company, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1) and (2) shall be hereinafter referred to as provided in the last sentence of this Section 14(d“Accrued Obligations”), payable promptly following such termination; (ivB) a lump sum any accrued but unpaid Annual Bonus for any completed calendar year in the Employment Period, as determined pursuant to Section 2(b)(ii) but without regard to the requirement that the Executive be employed on the payment in date, which shall be paid at the time that Annual Bonuses are otherwise paid pursuant to Section 2(b)(ii); (C) an amount equal to two times the Executive's target annual incentive award sum of (1) the Annual Base Salary plus (2) the Target Annual Bonus for the year in which the Date of terminationTermination occurs, which shall be payable promptly in pro-rated-installments over a twelve (12) month period in accordance with the Company’s normal payroll policy, with the first such installment commencing within sixty (60) days following such terminationthe Date of Termination; (vD) all outstanding stock options shall become fully vested and exercisable and shall remain exercisable for a period an amount equal to the lesser of five years and the remainder of their originally scheduled terms; (vi) two additional years of service Executive’s Target Annual Bonus for the purpose year including the Date of determining Termination, which amount shall be payable in installments in the supplemental pension benefit pursuant to same manner and timeframe as the payments set forth in Section 10; provided4(a)(i)(C) above, however, that and which amount shall be pro-rated through and including the total Date of Termination (based on the ratio of the number of years of service taken into account in determining days the Executive was employed by the Company during such benefit shall in no event exceed ten (10calendar year to 365); and (viiE) continued participation in all medical, dental, vision and hospitalization insurance coverage and benefits and in all other employee and senior-level executive welfare benefit plans, programs and arrangements in which he was participating on the date effective as of the Date of Termination, (1) immediate vesting and exercisability of, and termination of his employmentany restrictions on sale or transfer (other than any such restriction arising by operation of law) with respect to, on each and every stock option, restricted stock award, restricted stock unit award and other equity-based award, and performance award other than any Units awarded under the same terms Limited Liability Company Agreement of Xxxxx Park Management LLC, dated as of June 18, 2013 (the “CPM LLC Agreement”) (each, a “Compensatory Award”) that is outstanding as of a time immediately prior to the Date of Termination and conditions as if he had remained employed (2) unless a longer post-employment term is provided in the applicable award agreement, the extension of the term during which each and every Compensatory Award that is an option or stock appreciation right may be exercised by the Company, for a period equal to 24 months following Executive until the termination earlier of his employment; provided, however, that if (x) the first anniversary of the Date of Termination or (y) the maximum original term of the Compensatory Award. (ii) provided the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described above shall be secondary to those provided under such other plan during such applicable period of eligibility, provided that, timely elects health continuation coverage pursuant to the extent that the Company's plans, programs and arrangements do not permit such continuation Consolidated Omnibus Budget Reconciliation Act of the Executive's participation following his termination1985 (“COBRA”), the Company shall provide reimburse the Executive for the difference between the monthly COBRA premium paid by the Executive for himself and his eligible dependents and the monthly premium amount paid by similarly situated active executives. Such reimbursement shall be paid b the Executive no later than the final day of the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of (A) the date that is eighteen (18)-months after the Date of Termination; (B) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer or other source (and any such eligibility shall be promptly reported to the Company by the Executive). Notwithstanding the foregoing, no less frequently than quarterly in advance with an amount which, after taxes, is sufficient for him to purchase equivalent benefits. For purposes of Section 14(d)(iv) above, Base Salary shall be determined by if the Base Salary at the annualized rate in effect on the date of termination of the Executive's employment, provided however, if, prior to the termination of the Executive's employment pursuant to Company’s payments under this Section 14(d4(a)(ii) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”) or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the Base Salary has been reduced without the Executive's consent, the Base Salary parties agree to reform this Section 4(a)(ii) in effect on the date of termination of the Executive's employment shall be deemed a manner as is necessary to be the Base Salary as in effect prior to such reductioncomply with the-ACA.

Termination Without Cause or Termination for Good Reason. In the event (x) of a Termination without Cause or a Termination for Good Reason, and subject to the Executive's employment hereunder is terminated by ’s entering into a Release Agreement with the Company without Cause, other than due to Disability or death, or in substantially the form attached hereto as Exhibit A (y) the Executive terminates his employment for Good Reason hereunder at his initiative within 60 days following the occurrence of a Good Reason which has not been cured by the Company within 20 calendar days of receipt of notice thereof from the Executive“Release”), the Executive shall be entitled have the right to receive the following benefits: (i) following: the Base Salary through the date of termination; (iiprovided by Section 3(a) a Pro-Rata annual incentive award for the year of termination, based on the target bonus for such year, payable promptly following such termination; (iii) a lump sum payment in an amount equal to two times the Executive's Base Salary, determined as provided in the last sentence of this Section 14(d), payable promptly following such termination; (iv) a lump sum payment in an amount equal to two times the Executive's target annual incentive award for the year of termination, payable promptly following such termination; (v) all outstanding stock options shall become fully vested and exercisable and shall remain exercisable hereof for a period equal of eighteen (18) months from the Termination Date (the “Severance Period”), such amount to be deemed liquidated damages and payable at the lesser of five years and the remainder of their originally scheduled terms; (vi) two additional years of service for the purpose of determining the supplemental pension benefit pursuant to Section 10applicable payroll periods; provided, however, that in the total event of a breach by the Executive of Section 6, 7, 8, or 9 on or after the Termination Date, the provisions of Section 11 shall apply; a pro rata amount of the Bonus, if any, which would have been payable to the Executive for the calendar year in which such termination occurs, determined after the end of the calendar year in which such termination occurs and equal to the amount which would have been payable to the Executive if Executive’s employment had not been terminated during such calendar year multiplied by a fraction, the numerator of which is the number of years of service taken into account in determining such benefit shall in no event exceed ten (10); and (vii) continued participation in all medical, dental, vision and hospitalization insurance coverage and benefits and in all other employee and senior-level executive welfare benefit plans, programs and arrangements in which he whole months the Executive was participating on the date of the termination of his employment, on the same terms and conditions as if he had remained employed by the Company, for a period Company during such calendar year and the denominator of which is 12. Any pro rata bonus payable under this Section 5(b)(ii) shall be paid in substantially equal installments over the remaining term of the Severance Period following calculation of such pro rata bonus amount; an amount equal to 24 months following the termination product of his employment; provided(A) the amount of the Bonus, howeverif any, that if paid or payable to the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described above shall be secondary to those provided under such other plan during such applicable period of eligibility, provided that, to the extent that the Company's plans, programs and arrangements do not permit such continuation in respect of the Executive's participation following his termination, the Company shall provide the Executive, no less frequently than quarterly in advance with an amount which, after taxes, is sufficient for him to purchase equivalent benefits. For purposes of Section 14(d)(iv) above, Base Salary shall be determined by the Base Salary at the annualized rate in effect most recently completed fiscal year ending on the date of termination of the Executive's employment, provided however, if, or prior to the termination of the Executive's employment pursuant to this Section 14(d)Termination Date and (B) 1.5, the Base Salary has been reduced without the Executive's consent, the Base Salary in effect on the date of termination of the Executive's employment shall be deemed to be paid in substantially equal installments over the Base Salary as Severance Period; and an amount equal to any earned but unpaid Bonus in effect respect of fiscal years ending on or prior to such reductionthe Termination Date, to be paid in substantially equal installments over the Severance Period.

Termination Without Cause or Termination for Good Reason. BENEFITS. In the event (x) the Executive's employment hereunder there is terminated a termination by the Company without Cause, other than due to Disability or death, or (y) the if Executive terminates his employment for Good Reason hereunder at his initiative within 60 days following the occurrence of (a Good Reason which has not been cured by the Company within 20 calendar days of receipt of notice thereof from the Executive"Termination Event"), the this Agreement shall terminate and Executive shall be entitled to the following severance benefits: (i1) For a period of twelve (12) months after the Termination Date (unless the remainder of the Basic Term is less than twelve (12) months, in which case, for an amount of time equal to the remainder of the Basic Term), Base Salary through (as defined in Paragraph 3(a)), at the date rate and payable quarterly unless such termination is by the Company without Cause, in which event such amount of termination; (ii) a Pro-Rata annual incentive award for the year of termination, based on the target bonus for such year, payable promptly following such termination; (iii) Base Salary shall be paid in a lump sum payment in an amount equal to two times within ten (10) days of the Executive's Base Salary, determined as provided in the last sentence of this Section 14(d), payable promptly following such termination;Termination Event. (iv2) If there is a lump sum payment in an amount equal to two times Change of Control or termination by the Executive's target annual incentive award Company without Cause or by Executive for the year of termination, payable promptly following such termination; (v) all outstanding Good Reason any stock options and other stock-related grants ("Stock Awards") which Executive has received under any of the HCC stock plans shall become fully vested and exercisable and shall remain exercisable for a period equal to the lesser of five years and the remainder of their originally scheduled terms; (vi) two additional years of service for the purpose of determining the supplemental pension benefit pursuant to Section 10vest immediately; provided, however, that the total number options provided for in Paragraph 3(c)(2) shall be granted as of years the Termination Date and shall be priced at the closing price of service HCC shares as of such date. If there is a termination for Good Reason or by the Company other than for Cause, all options shall be exercisable for one year or the remainder of their term, whichever is less. (3) To the extent not theretofore paid or provided, the Company shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or which Executive is eligible to receive under any plan, program, policy or practice, or contract or agreement of the Company and its affiliated companies for the period of time equal to the remainder of the Basic Term (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). Without limiting the preceding sentence, through December 31, 2002 the Company, at its sole expense, shall continue to provide (through its own plan and/or individual policies) Executive (and Executive's dependents) with health benefits no less favorable than the group health plan benefits provided during such period to any senior executive officer of the Company or any affiliated company (to the extent any such coverage or benefits are taxable to Executive by reason of being provided under a self-insured health plan of the Company or an affiliate, the Company shall make Executive "whole" for the same on an after-tax basis). In any event, the Other Benefits provided for pursuant to this Paragraph shall be secondary to any benefits and coverage Executive (or his dependents) receive from another employer. (4) If any such Termination occurs on or after October 1 of any year, such cash and/or stock bonus that Executive otherwise would have received if such Termination had not taken place. (5) If Executive receives any payments whether or not pursuant to this Agreement which are subject to an excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended, or any similar tax imposed under federal, state, or local law (collectively, "Excise Taxes"), the Company shall pay to Executive (on or before the date on which the Company is required to withhold such Excise Taxes), 1) an additional amount equal to all Excise Taxes then due and payable, and 2) the amount necessary to defray Executive's increased (federal, state, and local) tax liability arising due to payment of the amount specified in this Subsection (5) which shall include any costs and expenses, including penalties and interest incurred by Executive in connection with any audit, proceedings, etc. related to the payment of such Excise Taxes or this payment. For purposes of calculating the amount payable to Executive under this EMPLOYMENT AGREEMENT - Page 7 Paragraph, the federal and state income tax rates used shall be the highest marginal federal and state rates applicable to ordinary income in Executive's state of residence, taking into account in determining any federal income tax deductions or credits available to Executive for state income taxes. The Company shall cause its independent auditors to calculate such benefit shall in no event exceed amount and provide Executive a copy of such calculation at least ten (10)) days prior to the date specified above for payment of such amount. It is the intent of the Parties that this Subsection (5) shall place Executive in the same net after-tax position Executive would have been in had no payment been subject to an Excise Tax and, notwithstanding anything herein to the contrary, it shall be construed to effectuate said result. (6) All accrued compensation and unreimbursed expenses through the Termination Date. Such amounts shall be paid to Executive in a lump sum in cash within thirty (30) days after the Termination Date; and (vii7) continued participation in all medical, dental, vision and hospitalization insurance coverage and benefits and in all other employee and senior-level executive welfare benefit plans, programs and arrangements in which he was participating on the date of the termination of his employment, on the same terms and conditions as if he had remained employed by the Company, for a period equal to 24 months following the termination of his employment; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described above shall be secondary free to those provided under accept other employment during such period, and there shall be no offset of any employment compensation earned by Executive in such other plan employment during such applicable period of eligibilityagainst payments due Executive under this Paragraph (4), provided that, to the extent that the Company's plans, programs and arrangements do not permit such continuation of the Executive's participation following his termination, the Company shall provide the Executive, no less frequently than quarterly in advance with an amount which, after taxes, is sufficient for him to purchase equivalent benefits. For purposes of Section 14(d)(iv) above, Base Salary there shall be determined by no offset in any compensation received from such other employment against the Base Salary at the annualized rate in effect on the date of termination of the Executive's employment, provided however, if, prior to the termination of the Executive's employment pursuant to this Section 14(d), the Base Salary has been reduced without the Executive's consent, the Base Salary in effect on the date of termination of the Executive's employment shall be deemed to be the Base Salary as in effect prior to such reductionset forth above.

Termination Without Cause or Termination for Good Reason. In Each of the event (x) Company and Executive is free to terminate this Agreement, and Executive’s employment with the Company, at any time, for any reason, in its or Executive's ’s absolute sole discretion. Except as otherwise provided in Section 5 of this Agreement, if Executive’s employment hereunder is terminated by the Company without Cause, for any reason other than due to Disability (1) for Cause or death(2) by reason of his death or Disability, or (y) the if Executive’s employment is terminated by Executive terminates his employment for Good Reason hereunder at his initiative within 60 days following the occurrence of a Good Reason which has not been cured by the Company within 20 calendar days of receipt of notice thereof from the ExecutiveReason, the Executive shall be entitled to the following benefitsto: (i) receive an amount equal to two (2) times the product of the Service Multiple (defined below) multiplied by the sum of (A) Executive’s annual rate of Base Salary through as in effect on the date of termination, and (B) Executive’s target annual Performance Bonus for the fiscal year in which the date of termination occurs, less applicable witholdings, with such amount payable in a single lump sum cash payment within thirty (30) days following the date of termination of Executive’s employment (or, with respect to the portion thereof, if any, that the Company reasonably determines would be subject to Section 409A of the Code under the terms of the Prior Agreement, payable at the time and in the form set forth in the Prior Agreement); (ii) receive in lieu of any annual Performance Bonus for the year in which such termination occurs, an amount equal to (A) Executive’s target annual Performance Bonus for the fiscal year in which the date of termination occurs, multiplied by (B) a fraction, the numerator of which is the number of days Executive was employed in the year in which such termination occurs and the denominator of which is the total number of days in the year in which such termination occurs, less applicable withholdings, with such amount payable in a single lump sum within thirty (30) days following the date of termination; (iiiii) a Proimmediate vesting of all outstanding equity-Rata annual incentive award for the year of termination, based awards which would otherwise have vested based solely on the target bonus passage of time if Executive’s employment had continued for such year, payable promptly a period of twenty-four (24) months following such termination; (iii) a lump sum payment in an amount equal to two times the Executive's Base Salary, determined as provided in the last sentence of this Section 14(d), payable promptly following such termination; (iv) with respect to equity-based awards which would otherwise vest based on performance, Executive shall vest in the portion of such award (which shall not exceed 100% of such award) Executive would have been entitled to had Executive remained employed until the last day of the applicable performance period multiplied by a lump sum payment in an amount equal to two times fraction, the numerator of which shall be the number of full calendar months elapsed during the performance period through the date Executive's target annual incentive award for the year of termination, payable promptly following such termination; ’s employment terminated plus twenty-four (v24) all outstanding stock options shall become fully vested and exercisable and shall remain exercisable for a period equal to the lesser of five years additional months and the remainder denominator of their originally scheduled terms; (vi) two additional years of service for the purpose of determining the supplemental pension benefit pursuant to Section 10; provided, however, that which shall be the total number of years of service taken into account months in determining such benefit the applicable performance period, which awards shall in no event exceed ten (10); and (vii) continued participation in all medicalvest and be paid, dentalif and to the extent that the applicable performance conditions are met, vision and hospitalization insurance coverage and benefits at the same time and in all other employee and senior-level executive welfare benefit plans, programs and arrangements in which he was participating on the date of the termination of his employment, on the same terms and conditions manner as if he though Executive had remained employed by the Company; (v) full immediate vesting of the unvested portion of the Signing Grant (as such term was defined in the Prior Agreement); (vi) if Executive timely elects to receive continued coverage under the Company’s group health care plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will continue to pay the employer portion of applicable premium payments for a period equal Executive’s and his eligible dependents’ continued COBRA coverage under such plan (as in effect or amended from time to 24 time) (the “COBRA Subsidy”) until the earlier of: (I) twenty-four (24) months following the effective date of Executive’s termination of his employment; provided, however, that if or (II) the date upon which Executive obtains or becomes re-employed with another eligible for other health care coverage from a new employer and is or otherwise (such period referred to as the “COBRA Subsidy Period”). Executive shall promptly inform the Company in writing when he obtains or becomes eligible to receive medical or for any such other welfare benefits under another employer-provided plan, the medical and other welfare benefits described above health care coverage. Executive shall be secondary responsible for paying a share of such COBRA premiums during the COBRA Subsidy Period at active employee rates as in effect from time to those provided under such other plan during such applicable period of eligibilitytime, provided that, to the extent that the Company's plans, programs and arrangements do not permit such continuation of the Executive's participation following his termination, the Company shall provide the Executive, no less frequently than quarterly in advance with an amount which, after taxes, is sufficient for him to purchase equivalent benefits. For purposes of Section 14(d)(iv) above, Base Salary shall be determined by responsible for the Base Salary at the annualized rate in effect on the date full unsubsidized costs of termination of the Executive's employment, provided however, if, prior to the termination of the Executive's employment pursuant to this Section 14(d), the Base Salary has been reduced without the Executive's consent, the Base Salary in effect on the date of termination of the Executive's employment shall such COBRA coverage thereafter. Executive will be deemed to receive income attributable to the COBRA Subsidy and shall be the Base Salary as in effect prior to responsible for any and all applicable tax liability arising from such reduction.benefit; and

Termination Without Cause or Termination for Good Reason. In Each of the event (x) Company and Executive is free to terminate this Agreement, and Executive’s employment with the Company, at any time, for any reason, in its or Executive's ’s absolute sole discretion. Except as otherwise provided in Section 5 of this Agreement, if Executive’s employment hereunder is terminated by the Company without Cause, for any reason other than due to Disability (1) for Cause or death(2) by reason of his death or Disability, or (y) the if Executive’s employment is terminated by Executive terminates his employment for Good Reason hereunder at his initiative within 60 days following the occurrence of a Good Reason which has not been cured by the Company within 20 calendar days of receipt of notice thereof from the ExecutiveReason, the Executive shall be entitled to the following benefitsto: (i) Base Salary through the date of termination; (ii) a Pro-Rata annual incentive award for the year of termination, based on the target bonus for such year, payable promptly following such termination; (iii) a lump sum payment in receive an amount equal to two times the sum of (A) Executive's Base Salary, determined as provided in the last sentence ’s annual rate of this Section 14(d), payable promptly following such termination; (iv) a lump sum payment in an amount equal to two times the Executive's target annual incentive award for the year of termination, payable promptly following such termination; (v) all outstanding stock options shall become fully vested and exercisable and shall remain exercisable for a period equal to the lesser of five years and the remainder of their originally scheduled terms; (vi) two additional years of service for the purpose of determining the supplemental pension benefit pursuant to Section 10; provided, however, that the total number of years of service taken into account in determining such benefit shall in no event exceed ten (10); and (vii) continued participation in all medical, dental, vision and hospitalization insurance coverage and benefits and in all other employee and senior-level executive welfare benefit plans, programs and arrangements in which he was participating on the date of the termination of his employment, on the same terms and conditions as if he had remained employed by the Company, for a period equal to 24 months following the termination of his employment; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described above shall be secondary to those provided under such other plan during such applicable period of eligibility, provided that, to the extent that the Company's plans, programs and arrangements do not permit such continuation of the Executive's participation following his termination, the Company shall provide the Executive, no less frequently than quarterly in advance with an amount which, after taxes, is sufficient for him to purchase equivalent benefits. For purposes of Section 14(d)(iv) above, Base Salary shall be determined by the Base Salary at the annualized rate in effect on the date of termination of the Executive's employment, provided however, if, prior to the termination of the Executive's employment pursuant to this Section 14(d), the Base Salary has been reduced without the Executive's consent, the Base Salary in effect on the date of termination, and (B) Executive’s target annual Performance Bonus for the fiscal year in which the date of termination occurs, less applicable withholdings, with such amount payable in a single lump sum cash payment within thirty (30) days following the date of termination (or, with respect to the portion thereof, if any, that the Company reasonably determines would be subject to Section 409A of the Code under the terms of the Prior Agreement, payable at the time and in the form set forth in the Prior Agreement); (ii) receive in lieu of any annual Performance Bonus for the year in which such termination occurs, an amount equal to (A) the Executive’s target annual Performance Bonus for the fiscal year in which the date of termination occurs, multiplied by (B) a fraction, the numerator of which is the number of days Executive was employed in the year in which such termination occurs and the denominator of which is the total number of days in the year in which such termination occurs, less applicable withholdings, with such amount payable in a single lump sum within (30) days following the date of termination; (iii) immediate vesting of all outstanding equity-based awards that would otherwise have vested based solely on the passage of time if Executive’s employment had continued for a period of twelve (12) months following the termination thereof; (iv) with respect to equity-based awards that would otherwise have vested based on performance, Executive shall vest in the portion of such award (which shall not exceed 100% of such award) to which Executive would have been entitled had Executive remained employed until the last day of the applicable performance period, multiplied by a fraction, the numerator of which shall be the number of full calendar months elapsed during the performance period through the date Executive’s employment terminated, plus twelve (12) additional months, and the denominator of which shall be the total number of months in the applicable performance period, which awards shall vest and be paid, if and to the extent that the applicable performance conditions are met, at the same time and in the same manner as though Executive had remained employed by the Company; (v) if Executive timely elects to receive continued coverage under the Company’s group health care plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will continue to pay the employer portion of applicable premium payments for Executive’s and his eligible dependents’ continued COBRA coverage under such plan (as in effect or amended from time to time) (the “COBRA Subsidy”) until the earlier of: (I) twelve (12) months following the effective date of Executive’s termination of employment, or (II) the Executive's employment date upon which Executive obtains or becomes eligible for other health care coverage from a new employer or otherwise (such period referred to as the “COBRA Subsidy Period”). Executive shall promptly inform the Company in writing when he obtains or becomes eligible for any such other health care coverage. Executive shall be responsible for paying a share of such COBRA premiums during the COBRA Subsidy Period at active employee rates as in effect from time to time, and shall be responsible for the full unsubsidized costs of such COBRA coverage thereafter. Executive will be deemed to receive income attributable to the COBRA Subsidy and shall be responsible for any and all applicable tax liability arising from such benefit; and (vi) the Base Salary as in effect prior to such reductionAccrued Obligations.

Termination Without Cause or Termination for Good Reason. In the event (x) the Executive's If Xxxxxxxxxx’ employment hereunder is terminated by the Company without Cause, for any reason other than due to Disability for Cause or deathby reason of her death or disability, or (y) the Executive terminates his if Xxxxxxxxxx’ employment is terminated by Georgiadis for Good Reason hereunder at his initiative within 60 days following the occurrence of a Good Reason which has not been cured by the Company within 20 calendar days of receipt of notice thereof from the ExecutiveReason, the Executive Xxxxxxxxxx shall be entitled to any earned and unpaid Base Salary, any earned and unpaid Annual Bonus for the following benefitsCompany fiscal year prior to the year of her termination, and any accrued and unused paid time off, and shall: (i) receive continued payment of her Base Salary through (as in effect prior to any diminution constituting Good Reason), less applicable withholding, in accordance with the date Company’s normal payroll procedures, for a period of terminationtwelve (12) months following the termination of Xxxxxxxxxx’ employment; (ii) receive as a Pro-Rata annual incentive award lump sum an amount equal to one hundred percent (100%) of the Xxxxxxxxxx’ Annual Bonus target for the Company fiscal year of termination, based on the target bonus for such year, payable promptly following such terminationin which termination occurs; (iii) a lump receive immediate vesting of the sum payment (not in an amount equal excess of the total number of RSUs subject to two times the Executive's Base Salary, Additional RSU Award) of (A) 12/56 of the number of RSUs subject to the Additional RSU Award and (B) the positive difference between (x) the number of RSUs that would have vested under the Additional RSU Award to the date of such termination of employment had vesting been determined as provided at the rate of 1/56 of the total number of RSUs subject to the Additional RSU Award for each month of Xxxxxxxxxx’ employment measured from the Effective Date and (y) the number of RSUs that actually have vested under the Additional RSU Award to the date of such termination of employment determined in the last sentence of this accordance with Section 14(d), payable promptly following such termination;5(a)(ii) above; and (iv) a lump sum receive continued Company provided medical and other insurance benefits with the costs borne by Company for Xxxxxxxxxx and her dependents until such time as she has secured insurance benefits through another organization’s benefits program, not to exceed twelve (12) months, provided that the Company may provide such medical benefits through the reimbursement of premiums paid by Xxxxxxxxxx for continued health care coverage in accordance with the Consolidated Omnibus Reconciliation Act of 1985. Notwithstanding anything to the contrary herein, no payments shall be due under this Section 6(b) (other than payment in an amount equal of any earned and unpaid Base Salary, any earned and unpaid Annual Bonus for the Company fiscal year prior to two times the Executive's target annual incentive award for the year of her termination, payable promptly and any accrued and unused paid time off) unless and until Xxxxxxxxxx shall have executed a general release and waiver of claims against the Company in the form attached hereto as Exhibit D and consistent with Section 9 below, and such release has become effective in accordance with its terms on or before the 60th day following Xxxxxxxxxx’ termination of employment. Subject to such effective release, (x) payment of the severance payments described in Section 6(b)(i) shall begin on the first regular payroll date following such termination; (v) all outstanding stock options shall become fully vested and exercisable and shall remain exercisable for a period equal to the lesser of five years 60th day, and the remainder initial payment shall include that portion of their originally scheduled terms; such severance payments that would otherwise have been payable on the Company’s regular payroll dates occurring between the date of Xxxxxxxxxx’ termination of employment and the initial severance payment date; and (viy) two additional years payment of service for the purpose of determining the supplemental pension benefit pursuant to amount described in Section 10; provided, however, that the total number of years of service taken into account in determining such benefit 6(b)(ii) shall in no event exceed be made within ten (10) days following such 60th day. The execution of such general release and waiver shall be a condition to Xxxxxxxxxx’ rights under this Section 6(b) (other than as described above); and . The Company also agrees to cooperate with Xxxxxxxxxx in good faith to draft announcements (viiboth for internal Company and external dissemination) continued participation in all medical, dental, vision that will be communicated following termination of her employment with the Company under Section 6(b). The Company agrees to provide a Mutual Release of Claims between Xxxxxxxxxx and hospitalization insurance coverage and benefits and in all other employee and senior-level executive welfare benefit plans, programs and arrangements in which he was participating on the date Company simultaneously with Xxxxxxxxxx’ execution of the termination of his employmentRelease attached hereto as Exhibit D, on the same terms and conditions as if he had remained employed by the Company, for a period equal to 24 months following the termination of his employment; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described above shall be secondary to those provided under such other plan during such applicable period of eligibility, provided that, to the extent that the Company's plans, programs and arrangements do not permit such continuation of the Executive's participation following his termination, the Company shall provide the Executive, has no less frequently than quarterly in advance with an amount which, after taxes, is sufficient for him to purchase equivalent benefits. For purposes of Section 14(d)(iv) above, Base Salary shall be determined by the Base Salary at the annualized rate in effect on the date of termination of the Executive's employment, provided however, if, prior to the termination of the Executive's employment pursuant to this Section 14(d), the Base Salary has been reduced without the Executive's consent, the Base Salary in effect on the date of termination of the Executive's employment shall be deemed to be the Base Salary as in effect prior to such reductionclaim against her.

Termination Without Cause or Termination for Good Reason. In the event (xIf ITG terminates Executive’s employment without Cause pursuant to Section 8.1(B) the Executive's employment hereunder is terminated by the Company without Cause, other than due to Disability or death, or (y) the if Executive terminates his employment for Good Reason hereunder at pursuant to Section 8.2, Executive shall receive severance pay equal to (A) one (1) times his initiative within 60 days following Base Salary; (B) one (1) times the occurrence average of a Good Reason which has not been cured Executive’s previous three (3) years annual bonus (or if Executive was employed for less than three (3) years, the average of Executive’s bonus during the actual employment term); and (C) medical and dental coverage under the plan(s) in effect under the COBRA eligibility period for Executive and any eligible dependents with the costs absorbed by the Company within 20 calendar days on a tax protected basis to Executive for the period of receipt of notice thereof time Executive and/or dependents(s) remain eligible for COBRA but not to exceed one (1) years from the Executive, the Executive Termination Date. Said severance shall be entitled to the following benefits: (i) Base Salary through the date of termination; (ii) a Pro-Rata annual incentive award for the year of termination, based on the target bonus for such year, payable promptly following such termination; (iii) a lump sum payment in an amount equal to two times the Executive's Base Salary, determined as provided installments commencing in the last sentence of this Section 14(d), payable promptly month following such termination; (iv) a lump sum payment in an amount equal to two times the Executive's target annual incentive award for the year of termination, payable promptly following such termination; (v) all outstanding stock options shall become fully vested and exercisable and shall remain exercisable for a period equal to the lesser of five years and the remainder of their originally scheduled terms; (vi) two additional years of service for the purpose of determining the supplemental pension benefit pursuant to Section 10; provided, however, that the total number of years of service taken into account in determining such benefit shall in no event exceed ten (10); and (vii) continued participation in all medical, dental, vision and hospitalization insurance coverage and benefits and in all other employee and senior-level executive welfare benefit plans, programs and arrangements in which he was participating on the date of the termination of his employment, on the same terms and conditions as if he had remained employed by the Company, for a period equal to 24 months following the termination of his employment; provided, however, that if the payment to the Executive becomes re-employed with another employer would constitute a “deferral of compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the Executive could constitute a “specified employee” (as such phrase is eligible to receive medical or other welfare benefits under another employer-provided plandefined in Section 409A of the Code), the medical first six monthly installments will be delayed and other welfare benefits described above shall be secondary to those provided under such other plan during such applicable period of eligibility, provided that, to payable no sooner than the extent that the Company's plans, programs and arrangements do not permit such continuation six month anniversary of the Executive's participation following his termination, ’s “separation from services” with the Company shall provide the Executive, no less frequently than quarterly (as such phrase is defined in advance with an amount which, after taxes, is sufficient for him to purchase equivalent benefits. For purposes of Section 14(d)(iv) above, Base Salary shall be determined by the Base Salary at the annualized rate in effect on the date of termination 409A of the Executive's employment, provided however, if, prior Code) or as soon as reasonably practicable thereafter. Executive agrees that he shall not be entitled to the termination of the Executive's employment pursuant to any additional compensation or benefits other than what is set out in this Section 14(d9.4. Executive and ITG agree that the receipt of severance benefits as defined in this Section 9.4 are conditioned upon and subject to Executive and ITG executing a valid mutual release agreement releasing any and all claims which either of them have or may have against the other arising out of Executive’s employment (other than enforcement of this Agreement), the Base Salary has been reduced without the Executive's consent, the Base Salary in effect on the date of termination of the Executive's employment shall be deemed to be the Base Salary as in effect prior to such reduction.

Termination Without Cause or Termination for Good Reason. In 8.3.1 Upon the event (x) termination of the Executive's Employee’s employment hereunder is terminated by pursuant to a Termination Without Cause or a Termination for Good Reason, neither the Employee nor his beneficiary or estate will have any further rights or claims against the Company without Cause, other than due or any of its Affiliates under this Agreement except to Disability or death, or receive the following (y) in the Executive terminates his employment for Good Reason hereunder at his initiative within 60 days following the occurrence of a Good Reason which has not been cured by the Company within 20 calendar days of receipt of notice thereof from the Executiveaggregate, the Executive shall be entitled to the following benefits:“Severance Payments”): (i) Base Salary through the date of terminationFinal Compensation in accordance with Section 8.1; (ii) a Pro-Rata annual incentive award an aggregate amount equal to the Base Salary for twelve (12) months (the year of termination, based on the target bonus for such year“Severance Period”), payable promptly following from the effective date of such terminationtermination in accordance with the Company’s normal payroll policies and at the same rate and in the same manner as set forth in Sections 3.1 and 3.4 hereof, plus any additional compensation as may be expressly required under applicable law; (iii) a lump sum payment COBRA Continuation Benefits during the Severance Period, provided that if the Company determines in an amount equal to two times its sole discretion that it cannot pay the Executive's Base SalaryCOBRA Premiums without potentially violating applicable law (including, determined as provided in without limitation, Section 2716 of the last sentence of this Section 14(dPublic Health Service Act), the Company will in lieu thereof provide to the Employee a taxable monthly payment payable promptly following such termination;at the same time that the Base Salary payments are made under subsection (ii) above; and (iv) a lump sum payment in an amount equal to two times the Executive's target annual incentive award a pro-rated Target Bonus for the year of terminationsuch employment termination (determined by multiplying the Target Bonus by a fraction, the numerator of which is the number of days during the fiscal year of termination that the Employee is employed by the Company and the denominator of which is three hundred and sixty-five (365)), payable promptly following at the same time bonuses for such termination; year are paid to other senior executives of the Company (v) all outstanding stock options shall become fully vested and exercisable and shall remain exercisable for a period equal to the lesser of five years and the remainder of their originally scheduled terms; (vi) two additional years of service for the purpose of determining the supplemental pension benefit pursuant to Section 10; provided, however, that the total number of years of service taken into account in determining such benefit shall in no event exceed ten (10“Pro-rated Bonus”); and (viiv) continued participation Subject to Sections 8.5, 14 and 15, Severance Payments (other than Final Compensation) will be provided in all medicalthe form of salary continuation, dentalpayable in equal installments in accordance with the Company’s normal payroll practices, vision and hospitalization insurance coverage and benefits and in all other employee and senior-level executive welfare benefit plansduring the Severance Period, programs and arrangements in which he was participating provided that the first such payment will be made on the next regular pay day following the date on which the Release of Claims (as defined below) becomes effective and irrevocable and will be retroactive to effective date of the termination of his the Employee’s employment, on the same terms and conditions as if he had remained employed by the Company, for a period equal to 24 months following the termination of his employment; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described above shall be secondary to those provided under such other plan during such applicable period of eligibility, provided that, to the extent that the Company's plans, programs and arrangements do not permit such continuation of the Executive's participation following his termination, the Company shall provide the Executive, no less frequently than quarterly in advance with an amount which, after taxes, is sufficient for him to purchase equivalent benefits. For purposes of Section 14(d)(iv) above, Base Salary shall be determined by the Base Salary at the annualized rate in effect on the date of termination of the Executive's employment, provided however, if, prior to the termination of the Executive's employment pursuant to this Section 14(d), the Base Salary has been reduced without the Executive's consent, the Base Salary in effect on the date of termination of the Executive's employment shall be deemed to be the Base Salary as in effect prior to such reduction.

Termination Without Cause or Termination for Good Reason. In Each of the event (x) Company and Executive is free to terminate this Agreement, and Executive’s employment with the Company, at any time, for any reason, in its or Executive's ’s absolute sole discretion. Except as otherwise provided in Section 5 of this Agreement, if Executive’s employment hereunder is terminated by the Company without Cause, for any reason other than due to Disability (1) for Cause or death(2) by reason of his death or Disability, or (y) the if Executive’s employment is terminated by Executive terminates his employment for Good Reason hereunder at his initiative within 60 days following the occurrence of a Good Reason which has not been cured by the Company within 20 calendar days of receipt of notice thereof from the ExecutiveReason, the Executive shall only be entitled to the following benefitsto: (i) Base Salary through the date of termination; (ii) a Pro-Rata annual incentive award for the year of termination, based on the target bonus for such year, payable promptly following such termination; (iii) a lump sum payment in receive an amount equal to two times the sum of (A) Executive's Base Salary, determined as provided in the last sentence of this Section 14(d), payable promptly following such termination; (iv) a lump sum payment in an amount equal to two times the Executive's target ’s annual incentive award for the year of termination, payable promptly following such termination; (v) all outstanding stock options shall become fully vested and exercisable and shall remain exercisable for a period equal to the lesser of five years and the remainder of their originally scheduled terms; (vi) two additional years of service for the purpose of determining the supplemental pension benefit pursuant to Section 10; provided, however, that the total number of years of service taken into account in determining such benefit shall in no event exceed ten (10); and (vii) continued participation in all medical, dental, vision and hospitalization insurance coverage and benefits and in all other employee and senior-level executive welfare benefit plans, programs and arrangements in which he was participating on the date of the termination of his employment, on the same terms and conditions as if he had remained employed by the Company, for a period equal to 24 months following the termination of his employment; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described above shall be secondary to those provided under such other plan during such applicable period of eligibility, provided that, to the extent that the Company's plans, programs and arrangements do not permit such continuation of the Executive's participation following his termination, the Company shall provide the Executive, no less frequently than quarterly in advance with an amount which, after taxes, is sufficient for him to purchase equivalent benefits. For purposes of Section 14(d)(iv) above, Base Salary shall be determined by the Base Salary at the annualized rate in effect on the date of termination of the Executive's employment, provided however, if, prior to the termination of the Executive's employment pursuant to this Section 14(d), the Base Salary has been reduced without the Executive's consent, the Base Salary in effect on the date of termination, and (B) Executive’s target annual Performance Bonus for the fiscal year in which the date of termination occurs, payable in substantially equal installments over a twelve (12) month period following the termination of Executive’s employment in accordance with the Company’s normal payroll procedures and subject to applicable withholdings; (ii) no later than March 15 following the end of the year in which such termination occurs, in lieu of any annual Performance Bonus for the year in which such termination occurs, payment of an amount equal to (A) the annual Performance Bonus that would have been payable to Executive (based on actual Company performance, without any exercise of negative discretion disproportionate to any such exercise applicable to other bonus plan participants) had Executive remained employed by the Company during the entire year in which such termination occurred, multiplied by (B) a fraction, the numerator of which is the number of days Executive was employed in the year in which such termination occurs and the denominator of which is the total number of days in the year in which such termination occurs, less applicable withholdings; (iii) immediate vesting of all outstanding equity-based awards that would otherwise have vested based solely on the passage of time if Executive's ’s employment had continued for a period of twelve (12) months following the termination thereof; (iv) with respect to equity-based awards that would otherwise have vested based on performance, Executive shall vest in the portion of such award (which shall not exceed 100% of such award) to which Executive would have been entitled had Executive remained employed until the last day of the applicable performance period, multiplied by a fraction, the numerator of which shall be deemed to the number of full calendar months elapsed during the performance period through the date Executive’s employment terminated, plus twelve (12) additional months, and the denominator of which shall be the Base Salary total number of months in the applicable performance period, which awards shall vest and be paid, if and to the extent that the applicable performance conditions are met, at the same time and in the same manner as in effect prior to such reductionthough Executive had remained employed by the Company; and (v) the Accrued Obligations.

Termination Without Cause or Termination for Good Reason. In the event (x) the Executive's If Xxxxxx’ employment hereunder is terminated by the Company without Cause, other than due to Disability or death, or (y) the Executive terminates his if Xxxxxx’ employment is terminated by Xxxxxx for Good Reason hereunder at his initiative within 60 days following the occurrence of a Good Reason which has not been cured by the Company within 20 calendar days of receipt of notice thereof from the ExecutiveReason, the Executive Xxxxxx shall be entitled to the following benefitsto: (i) Base Salary through the date of termination; (ii) a Pro-Rata annual incentive award for the year of termination, based on the target bonus for such year, payable promptly following such termination; (iii) a lump sum payment in receive an amount equal to two times the Executive's Base Salary, determined sum of (A) Xxxxxx’ base salary as provided in the last sentence of this Section 14(d), payable promptly following such termination; (iv) a lump sum payment in an amount equal to two times the Executive's target annual incentive award for the year of termination, payable promptly following such termination; (v) all outstanding stock options shall become fully vested and exercisable and shall remain exercisable for a period equal to the lesser of five years and the remainder of their originally scheduled terms; (vi) two additional years of service for the purpose of determining the supplemental pension benefit pursuant to Section 10; provided, however, that the total number of years of service taken into account in determining such benefit shall in no event exceed ten (10); and (vii) continued participation in all medical, dental, vision and hospitalization insurance coverage and benefits and in all other employee and senior-level executive welfare benefit plans, programs and arrangements in which he was participating on the date of the termination of his employment, on the same terms and conditions as if he had remained employed by the Company, for a period equal to 24 months following the termination of his employment; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described above shall be secondary to those provided under such other plan during such applicable period of eligibility, provided that, to the extent that the Company's plans, programs and arrangements do not permit such continuation of the Executive's participation following his termination, the Company shall provide the Executive, no less frequently than quarterly in advance with an amount which, after taxes, is sufficient for him to purchase equivalent benefits. For purposes of Section 14(d)(iv) above, Base Salary shall be determined by the Base Salary at the annualized rate in effect on the date of termination termination, and (B) the average of the Executive's employmentthree most recent annual Performance Bonuses received by Xxxxxx preceding the date of his termination, provided however, if, prior to payable in equal installments over a twelve (12) month period following the termination of Xxxxxx’ employment in accordance with the Executive's Company’s normal payroll procedures, provided, however, that for purposes of this Section 5(b)(i), Xxxxxx shall be considered to have received a Performance Bonus of $0 for any year in which a Performance Bonus is not actually paid; (ii) immediate vesting of such portion of outstanding unvested equity awards as would have vested had Xxxxxx remained employed for an additional twelve (12) months following the date of termination, unless the applicable award agreement(s) provides for more favorable vesting treatment in the event of a termination described in this Section 5(b), in which case the terms of the applicable award agreement shall apply and supersede this Section 5(b)(ii); and (iii) if Xxxxxx qualifies for and elects COBRA continuation coverage with respect to health benefits for Xxxxxx and his dependents, Xxxxxx shall receive cash payments equal to the amount of such COBRA premiums for the period ending on the earlier of: (A) twelve (12) months following the termination, (B) the date Xxxxxx has secured comparable benefits through another organization’s benefits program or (C) the date Xxxxxx otherwise becomes ineligible for continuation coverage pursuant to COBRA. Notwithstanding the foregoing, this Section 5(b)(iii) shall cease to apply as of the effective date of any regulation or other guidance under which payment of such component would be deemed to violate any nondiscrimination requirements under the Patient Protection and Affordable Care Act. For the avoidance of doubt, (i) vested equity awards issued under the 2008 Plan on or following the Effective Date and held by Xxxxxx as of the date of termination (including awards that vested upon Xxxxxx’ termination of employment pursuant to this Agreement) shall otherwise remain subject to the terms and conditions of the applicable award agreement(s) and the 2008 Plan, and (ii) the treatment of equity awards issued under the 2008 Plan (or any predecessor plan) prior to the Effective Date shall be governed by the terms and conditions of the applicable award agreement(s) and plan. Notwithstanding anything to the contrary herein, no payments shall be due under this Section 14(d5(b) unless and until Xxxxxx shall have executed a general release and waiver of claims against the Company (the “Release”), in a form reasonably satisfactory to the Base Salary has been reduced without Company, and the Executive's consentexecution of such Release shall be a condition to Xxxxxx’ rights under this Section 5(b). Such Release shall be delivered to Xxxxxx within ten (10) business days of Xxxxxx’ termination of employment, the Base Salary in effect on and no payments pursuant to Section 5(b) shall be made prior to the date of termination of that both (i) Xxxxxx has delivered an original, signed Release to the Executive's employment shall be deemed to be Company and (ii) the Base Salary as in effect revocability period (if any) has elapsed; provided however, that any payments that would otherwise have been made prior to such reductiondate but for the fact that Xxxxxx had not yet delivered an original, signed Release (or the revocability period had not yet elapsed) shall be made as soon as administratively practicable but not later than the seventy-fourth (74th) day following Xxxxxx’ termination of employment. Xxxxxx must deliver an original, signed Release to the Company within ten (10) business days (or such longer period if required by law) after receipt of the same from the Company as a condition to receiving any payments or benefits described in Section 5(b).

Termination Without Cause or Termination for Good Reason. BENEFITS. In the event (x) the Executive's employment hereunder there is terminated a termination by the Company without Cause, other than due to Disability or death, or (y) the if Executive terminates his employment for Good Reason hereunder at his initiative within 60 one hundred eighty (180) days following the occurrence after a Change of Control (a Good Reason which has not been cured by the Company within 20 calendar days of receipt of notice thereof from the Executive"Termination Event"), the this Agreement shall terminate and Executive shall be entitled to the following severance benefits: (i1) For a period of twelve (12) months after the Termination Date (unless the remainder of the Basic Term is less than twelve (12) months, in which case, for an amount of time equal to the remainder of the Basic Term), Base Salary through (as defined in Paragraph 3(a)), at the rate and payable quarterly unless such termination is by the Company without Cause, in which event such amount of Base Salary shall be paid in a lump sum within ten (10) days of the Termination Event. (2) If there is a Change of Control or a Termination Event any stock options ("Stock Awards") which Executive has received under this Agreement shall vest immediately, and if there is a Termination Event, all such Stock Awards shall be exercisable for thirty (30) days from the date of termination; (ii) a Pro-Rata annual incentive award for the year of termination, based on the target bonus for such year, payable promptly following such termination; (iii) a lump sum payment in an amount equal to two times the Executive's Base Salary, determined as provided in the last sentence of this Section 14(d), payable promptly following such termination; (iv) a lump sum payment in an amount equal to two times the Executive's target annual incentive award for the year of termination, payable promptly following such termination; (v) all outstanding stock options shall become fully vested and exercisable and shall remain exercisable for a period equal to the lesser of five years and Termination Event or the remainder of their originally scheduled terms;term, whichever is less. (vi3) two additional years of service for To the purpose of determining the supplemental pension benefit pursuant to Section 10; extent not theretofore paid or provided, however, that the total number of years of service taken into account in determining such benefit Company shall in no event exceed ten (10); and (vii) continued participation in all medical, dental, vision and hospitalization insurance coverage and timely pay or provide to Executive any other amounts or benefits and in all other employee and senior-level executive welfare benefit plans, programs and arrangements in required to be paid or provided or which he was participating on the date of the termination of his employment, on the same terms and conditions as if he had remained employed by the Company, for a period equal to 24 months following the termination of his employment; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided any plan, program, policy or practice, or contract or agreement of the medical Company and its affiliated companies for the period of time equal to the remainder of the Basic Term (such other welfare amounts and benefits described above shall be secondary hereinafter referred to those as the "Other Benefits"). Without limiting the preceding sentence and without limiting any other provision of this Agreement, through December 31, 2002 the Company, at its sole expense, shall continue to provide (through its own plan and/or individual policies) Executive (and Executive's dependents) with health benefits no less favorable than the group health plan benefits provided under such other plan during such applicable period to any senior executive officer of eligibility, provided that, the Company or any affiliated company (to the extent that the Company's plans, programs and arrangements do not permit any such continuation of the Executive's participation following his termination, the Company shall provide the Executive, no less frequently than quarterly in advance with an amount which, after taxes, is sufficient for him to purchase equivalent benefits. For purposes of Section 14(d)(iv) above, Base Salary shall be determined by the Base Salary at the annualized rate in effect on the date of termination of the Executive's employment, provided however, if, prior to the termination of the Executive's employment pursuant to this Section 14(d), the Base Salary has been reduced without the Executive's consent, the Base Salary in effect on the date of termination of the Executive's employment shall be deemed to be the Base Salary as in effect prior to such reduction.coverage

Termination Without Cause or Termination for Good Reason. In Each of the event (x) Company and Executive is free to terminate this Agreement, and Executive’s employment with the Company, at any time, for any reason, in its or Executive's ’s absolute sole discretion. If Executive’s employment hereunder is terminated by the Company without Cause, for any reason other than due to Disability (1) for Cause or death(2) by reason of his death or disability, or (y) the if Executive’s employment is terminated by Executive terminates his employment for Good Reason hereunder at his initiative within 60 days following the occurrence of a Good Reason which has not been cured by the Company within 20 calendar days of receipt of notice thereof from the ExecutiveReason, the Executive shall only be entitled to the following benefitsto: (i) receive an amount equal to the sum of (A) Executive’s annual Base Salary through as in effect on the date of termination, and (B) Executive’s target annual Performance Bonus for the fiscal year in which the date of termination occurs, payable in equal installments over a twelve (12) month period following the termination of Executive’s employment in accordance with the Company’s normal payroll procedures; (ii) a Pro-Rata no later than March 15 following the end of the year in which such termination occurs, in lieu of any annual incentive award Performance Bonus for the year in which such termination occurs, payment of terminationan amount equal to (A) the annual Performance Bonus which would have been payable to Executive had Executive remained in employment with the Company during the entire year in which such termination occurred, based on multiplied by (B) a fraction, the target bonus for numerator of which is the number of days Executive was employed in the year in which such year, payable promptly following termination occurs and the denominator of which is the total number of days in the year in which such terminationtermination occurs; (iii) immediate vesting of all outstanding equity-based awards which would otherwise have vested based solely on the passage of time if Executive’s employment had continued for a lump sum payment in an amount equal to two times period of twenty-four (24) months following the Executive's Base Salarytermination, determined as provided in and immediate vesting of the last sentence any unvested portion of this Section 14(d), payable promptly following such terminationthe Signing Grant; (iv) with respect to equity-based awards which would otherwise vest based on performance, Executive shall vest in the portion of such award (which shall not exceed 100% of such award) Executive would have been entitled to had Executive remained employed until the last day of the applicable performance period multiplied by a lump sum payment in an amount equal to two times fraction, the numerator of which shall be the number of full calendar months elapsed during the performance period through the date Executive's target annual incentive award for the year of termination, payable promptly following such termination; ’s employment terminated plus twenty-four (v24) all outstanding stock options shall become fully vested and exercisable and shall remain exercisable for a period equal to the lesser of five years additional months and the remainder denominator of their originally scheduled terms; (vi) two additional years of service for the purpose of determining the supplemental pension benefit pursuant to Section 10; provided, however, that which shall be the total number of years of service taken into account months in determining such benefit the applicable performance period, which awards shall in no event exceed ten (10); and (vii) continued participation in all medicalvest and be paid, dentalif the applicable performance conditions are met, vision and hospitalization insurance coverage and benefits at the same time and in all other employee and senior-level executive welfare benefit plans, programs and arrangements in which he was participating on the date of the termination of his employment, on the same terms and conditions manner as if he though Executive had remained employed by the Company, for a period equal to 24 months following the termination of his employment; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described above shall be secondary to those provided under such other plan during such applicable period of eligibility, provided that, to the extent that the Company's plans, programs and arrangements do not permit such continuation of the Executive's participation following his termination, the Company shall provide the Executive, no less frequently than quarterly in advance with an amount which, after taxes, is sufficient for him to purchase equivalent benefits. For purposes of Section 14(d)(iv) above, Base Salary shall be determined by the Base Salary at the annualized rate in effect on the date of termination of the Executive's employment, provided however, if, prior to the termination of the Executive's employment pursuant to this Section 14(d), the Base Salary has been reduced without the Executive's consent, the Base Salary in effect on the date of termination of the Executive's employment shall be deemed to be the Base Salary as in effect prior to such reduction.and

Termination Without Cause or Termination for Good Reason. In Each of the event (x) Company and Executive is free to terminate this Agreement, and Executive’s employment with the Company, at any time, for any reason, in its or Executive's ’s absolute sole discretion. If Executive’s employment hereunder is terminated by the Company without Cause, for any reason other than due to Disability (1) for Cause or death(2) by reason of his death or disability, or (y) the if Executive’s employment is terminated by Executive terminates his employment for Good Reason hereunder at his initiative within 60 days following the occurrence of a Good Reason which has not been cured by the Company within 20 calendar days of receipt of notice thereof from the ExecutiveReason, the Executive shall only be entitled to the following benefitsto: (i) receive an amount equal to the product of two (2) times the sum of (A) Executive’s annual Base Salary through as in effect on the date of termination, and (B) Executive’s target annual Performance Bonus for the fiscal year in which the date of termination occurs, payable in equal installments over a twenty-four (24) month period following the termination of Executive’s employment in accordance with the Company’s normal payroll procedures; (ii) a Pro-Rata no later than March 15 following the end of the year in which such termination occurs, in lieu of any annual incentive award Performance Bonus for the year in which such termination occurs, payment of terminationan amount equal to (A) the annual Performance Bonus which would have been payable to Executive had Executive remained in employment with the Company during the entire year in which such termination occurred, based on multiplied by (B) a fraction, the target bonus for numerator of which is the number of days Executive was employed in the year in which such year, payable promptly following termination occurs and the denominator of which is the total number of days in the year in which such terminationtermination occurs; (iii) immediate vesting of all outstanding equity-based awards which would otherwise have vested based solely on the passage of time if Executive’s employment had continued for a lump sum payment in an amount equal to two times period of twenty-four (24) months following the Executive's Base Salary, determined as provided in the last sentence of this Section 14(d), payable promptly following such termination; (iv) with respect to equity-based awards which would otherwise vest based on performance, Executive shall vest in the portion of such award (which shall not exceed 100% of such award) Executive would have been entitled to had Executive remained employed until the last day of the applicable performance period multiplied by a lump sum payment in an amount equal to two times fraction, the numerator of which shall be the number of full calendar months elapsed during the performance period through the date Executive's target annual incentive award for the year of termination, payable promptly following such termination; ’s employment terminated plus twenty-four (v24) all outstanding stock options shall become fully vested and exercisable and shall remain exercisable for a period equal to the lesser of five years additional months and the remainder denominator of their originally scheduled terms; (vi) two additional years of service for the purpose of determining the supplemental pension benefit pursuant to Section 10; provided, however, that which shall be the total number of years of service taken into account months in determining such benefit the applicable performance period, which awards shall in no event exceed ten (10); and (vii) continued participation in all medicalvest and be paid, dentalif the applicable performance conditions are met, vision and hospitalization insurance coverage and benefits at the same time and in all other employee and senior-level executive welfare benefit plans, programs and arrangements in which he was participating on the date of the termination of his employment, on the same terms and conditions manner as if he though Executive had remained employed by the Company, for a period equal to 24 months following the termination of his employment; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described above shall be secondary to those provided under such other plan during such applicable period of eligibility, provided that, to the extent that the Company's plans, programs and arrangements do not permit such continuation of the Executive's participation following his termination, the Company shall provide the Executive, no less frequently than quarterly in advance with an amount which, after taxes, is sufficient for him to purchase equivalent benefits. For purposes of Section 14(d)(iv) above, Base Salary shall be determined by the Base Salary at the annualized rate in effect on the date of termination of the Executive's employment, provided however, if, prior to the termination of the Executive's employment pursuant to this Section 14(d), the Base Salary has been reduced without the Executive's consent, the Base Salary in effect on the date of termination of the Executive's employment shall be deemed to be the Base Salary as in effect prior to such reduction.and

Termination Without Cause or Termination for Good Reason. In the event (x) The Company may terminate the Executive's employment hereunder is terminated by without Cause and the Executive may terminate his employment hereunder for "Good Reason" (as defined below). If the Company terminates the Executive's employment hereunder without Cause, other than due to Disability death or deathDisability, or (y) if the Executive terminates his employment for Good Reason hereunder at his initiative within 60 days following the occurrence of a Good Reason which has not been cured by the Company within 20 calendar days of receipt of notice thereof from the ExecutiveReason, the Executive shall be entitled to the following benefits: paid: (i) his Base Salary Compensation at the rate in effect at the time of termination through the date of termination; Termination Date; (ii) a Prohis Base Compensation at the rate in effect at the time of termination from the Termination Date to the end of the Severance Period (as hereinafter defined), payable in (A) one lump sum on the Termination Date if the Severance Period is six (6) months or less or (B) in two lump sums, each equal to one-half of such aggregate amount, the first payable on the Termination Date and the second on the date which is one day after the six month anniversary of the Termination Date; (iii) his Pro Rata annual incentive award Share of any Incentive Compensation to which he would have been entitled for the year of terminationin which such termination occurs, based payable on the target bonus for later of (A) the date which is one day after the six month anniversary of the Termination Date or (B) the date on which such year, payable promptly following such termination; (iii) a lump sum payment in an amount equal to two times the Executive's Base Salary, determined as provided in the last sentence of this Section 14(d), payable promptly following such termination; would ordinarily be paid; (iv) a lump sum payment in an amount equal to two times any deferred compensation (including, without limitation, interest or other credits on the Executive's target annual incentive award for the year of termination, payable promptly following such termination; deferred amounts) and any accrued vacation pay; (v) all outstanding stock options continuation until the expiration of the Severance Period, of the health and welfare benefits of the Executive (as provided for by Section 4 of this Agreement) (or the Company shall become fully vested and exercisable and shall remain exercisable for a period equal to provide the lesser of five years and the remainder of their originally scheduled terms; (vi) two additional years of service for the purpose of determining the supplemental pension benefit pursuant to Section 10economic equivalent thereof); provided, however, that if the total number of years of service taken into account in determining Executive obtains new employment and such benefit shall in no event exceed ten (10); and (vii) continued participation in all medical, dental, vision employment makes the Executive eligible for health and hospitalization insurance coverage and welfare or long-term disability benefits and in all other employee and senior-level executive welfare benefit plans, programs and arrangements in which he was participating on the date of the termination of his employment, on the same terms and conditions as if he had remained employed substantially equivalent to those provided by the Company, for a period equal to 24 months following the termination of his employment; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described above shall be secondary to those provided under such other plan during such applicable period of eligibility, provided that, to the extent that the Company's plans, programs and arrangements do not permit such continuation of the Executive's participation following his termination, then the Company shall no longer be required to provide such benefits to the Executive, no less frequently than quarterly ; and (vi) any other compensation and benefits as may be provided in advance accordance with an amount which, after taxes, is sufficient for him to purchase equivalent benefits. For purposes the terms and provisions of Section 14(d)(iv) above, Base Salary shall be determined by the Base Salary at the annualized rate in effect on the date of termination any applicable plans or programs of the Executive's employment, provided however, if, prior to the termination of the Executive's employment pursuant to this Section 14(d), the Base Salary has been reduced without the Executive's consent, the Base Salary in effect on the date of termination of the Executive's employment shall be deemed to be the Base Salary as in effect prior to such reductionCompany.

Termination Without Cause or Termination for Good Reason. In Each of the event (x) Company and Executive is free to terminate this Agreement, and Executive’s employment with the Company, at any time, for any reason, in its or Executive's ’s absolute sole discretion. Except as otherwise provided in Section 5 of this Agreement, if Executive’s employment hereunder is terminated by the Company without Cause, for any reason other than due to Disability (1) for Cause or death(2) by reason of his death or Disability, or (y) the if Executive’s employment is terminated by Executive terminates his employment for Good Reason hereunder at his initiative within 60 days following the occurrence of a Good Reason which has not been cured by the Company within 20 calendar days of receipt of notice thereof from the ExecutiveReason, the Executive shall only be entitled to the following benefitsto: (i) receive an amount equal to two (2) times the product of the Service Multiple (defined below) multiplied by the sum of (A) Executive’s annual Base Salary through as in effect on the date of termination, and (B) Executive’s target annual Performance Bonus for the fiscal year in which the date of termination occurs, payable in equal installments over a twenty-four (24) month period following the termination of Executive’s employment in accordance with the Company’s normal payroll procedures; (ii) a Pro-Rata no later than March 15 following the end of the year in which such termination occurs, in lieu of any annual incentive award Performance Bonus for the year in which such termination occurs, payment of termination, an amount equal to (A) the annual Performance Bonus which would have been payable to Executive (based on actual Company performance, without any exercise of negative discretion disproportionate to any such exercise applicable to other bonus plan participants) had Executive remained in employment with the target bonus for Company during the entire year in which such yeartermination occurred, payable promptly following multiplied by (B) a fraction, the numerator of which is the number of days Executive was employed in the year in which such terminationtermination occurs and the denominator of which is the total number of days in the year in which such termination occurs; (iii) immediate vesting of all outstanding equity-based awards which would otherwise have vested based solely on the passage of time if Executive’s employment had continued for a lump sum payment in an amount equal to two times period of twenty-four (24) months following the Executive's Base Salary, determined as provided in the last sentence of this Section 14(d), payable promptly following such termination; (iv) with respect to equity-based awards which would otherwise vest based on performance, Executive shall vest in the portion of such award (which shall not exceed 100% of such award) Executive would have been entitled to had Executive remained employed until the last day of the applicable performance period multiplied by a lump sum payment in an amount equal to two times fraction, the numerator of which shall be the number of full calendar months elapsed during the performance period through the date Executive's target annual incentive award for the year of termination, payable promptly following such termination; ’s employment terminated plus twenty-four (v24) all outstanding stock options shall become fully vested and exercisable and shall remain exercisable for a period equal to the lesser of five years additional months and the remainder denominator of their originally scheduled terms; (vi) two additional years of service for the purpose of determining the supplemental pension benefit pursuant to Section 10; provided, however, that which shall be the total number of years of service taken into account months in determining such benefit the applicable performance period, which awards shall in no event exceed ten (10); and (vii) continued participation in all medicalvest and be paid, dentalif the applicable performance conditions are met, vision and hospitalization insurance coverage and benefits at the same time and in all other employee and senior-level executive welfare benefit plans, programs and arrangements in which he was participating on the date of the termination of his employment, on the same terms and conditions manner as if he though Executive had remained employed by the Company, for a period equal to 24 months following the termination of his employment; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described above shall be secondary to those provided under such other plan during such applicable period of eligibility, provided that, to the extent that the Company's plans, programs and arrangements do not permit such continuation ; (v) full immediate vesting of the Executive's participation following his termination, the Company shall provide the Executive, no less frequently than quarterly in advance with an amount which, after taxes, is sufficient for him to purchase equivalent benefits. For purposes of Section 14(d)(iv) above, Base Salary shall be determined by the Base Salary at the annualized rate in effect on the date of termination unvested portion of the Executive's employment, provided however, if, prior to the termination of the Executive's employment pursuant to this Section 14(d), the Base Salary has been reduced without the Executive's consent, the Base Salary in effect on the date of termination of the Executive's employment shall be deemed to be the Base Salary as in effect prior to such reduction.Signing Grant; and

Termination Without Cause or Termination for Good Reason. In If SED terminates the event (x) the Executive's Employee’s employment hereunder is terminated by the Company without Cause, other than due to Disability death or deathDisability, or (y) if the Executive Employee terminates his her employment for “Good Reason hereunder at his initiative within 60 days following the occurrence of a Good Reason which has not been cured by the Company within 20 calendar days of receipt of notice thereof from the ExecutiveReason” (as defined below), the Executive Employee shall be entitled to the following benefits: (i) Base Salary through the date of termination; (ii) a Pro-Rata annual incentive award for the year of termination, based on the target bonus for such year, payable promptly paid in one lump sum payment as soon as practicable following such termination; : (iii1) a lump sum payment in an amount equal to two times the Executive's Base Salaryaggregate present value (as determined in accordance with Section 280G(d)(4) of the Code) of all annual salary, determined as provided in Incentive Compensation and any other benefits pursuant to Section 3 hereof from the last sentence effective date of this Section 14(d), payable promptly following such termination; (iv) a lump sum payment in an amount equal to two times the Executive's target annual incentive award for the year of termination, payable promptly following such termination; (v) all outstanding stock options shall become fully vested and exercisable and shall remain exercisable for a period equal to the lesser of five years and termination hereunder through the remainder of their originally scheduled terms; (vi) two additional years of service for the purpose of determining the supplemental pension benefit pursuant to Section 10Initial Term; provided, however, that in the total number of years of service taken into account in determining such benefit shall in no event exceed ten (10); and (vii) continued participation in all medical, dental, vision and hospitalization insurance coverage and benefits and in all other employee and senior-level executive welfare benefit plans, programs and arrangements in which he was participating on the period from the date of Employee's termination hereunder through the remainder of the Initial Term is less than twelve (12) months, then the Employee shall receive a lump sum payment equal to the sum of the present value (as determined in accordance with Section 280G(d)(4) of the Code) of (i) the current annual salary and the value of the Incentive Compensation and all other benefits payable to the Employee annualized for a twelve (12) month period, and (ii) an amount equal to any bonus that would have been paid for such period of less than twelve (12) months in accordance with the terms of any such bonus arrangement between the Employee and SED. This payment shall be in addition to and shall not be offset or reduced by (i) any other amounts that have been earned or accrued or that have otherwise become payable or will become payable to the Employee or her beneficiaries, but have not been paid by SED at the time of termination including, without limitation, salary, bonuses, severance pay, consulting fees, disability benefits, termination benefits, retirement benefits, life and health insurance benefits or any other compensation or benefit payment that is part of his employmentany previous, on current or future contract, plan or agreement, written or oral, and (ii) any indemnification payments that may have accrued but not paid or that may thereafter become payable to the same terms Employee pursuant to the provisions of SED's and conditions as the Subsidiary's, if he had remained employed necessary, Charter, Bylaws or similar policies, plans or agreements relating to indemnification of directors and officers of SED and the Subsidiary under certain circumstances. Notwithstanding the foregoing, all amounts received by the Company, for a period equal to 24 months following Employee and constituting the termination of his employment; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described above lump sum payment shall be secondary to those provided under such other plan during such applicable period of eligibility, provided that, reduced by mitigation to the extent that the Company's plans, programs and arrangements do not permit such continuation of the ExecutiveEmployee's participation following his termination, earned income (within the Company shall provide the Executive, no less frequently than quarterly in advance with an amount which, after taxes, is sufficient for him to purchase equivalent benefits. For purposes meaning of Section 14(d)(iv911(d)(2)(A) above, Base Salary shall be determined by of the Base Salary at Code) during the annualized rate remainder of the period in which this Agreement would have been in effect on had the date of termination Employee's employment hereunder not been terminated without Cause or for Good Reason. Any earned income received by Employee during the remainder of the Executiveperiod in which this Agreement would have been in effect had the Employee's employment, provided however, if, prior employment hereunder not been terminated without Cause or for Good Reason shall promptly be forwarded to SED to mitigate the amount of the lump sum payment so paid to the termination Employee until the earlier of (i) the lump sum payment is repaid in full, or (ii) the expiration of the Executive's employment pursuant to term of this Section 14(d), the Base Salary has been reduced without the Executive's consent, the Base Salary Agreement had it so remained in effect on the date of termination of the Executive's employment shall be deemed to be the Base Salary as in effect prior to such reductioneffect.