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

Termination Without Cause or With Good Reason. If the Employment Period is terminated by the Company without Cause or by Executive with Good Reason, then Executive shall be entitled to receive: (i) Executive’s unpaid Base Salary through the Termination Date (payable in accordance with Section 3(a)) and any accrued but unpaid cash bonus with respect to a completed performance period; (ii) payment in respect of any unused paid time off and sick pay of Executive in such amounts as have accrued as of the Termination Date in accordance with the Company’s policies with respect thereto as in effect during the Employment Period, and reimbursement of any business expenses incurred by Executive but not reimbursed prior to the Termination Date in accordance with and reimbursable under the terms of the Company’s policies with respect thereto as in effect on the Termination Date (in each case, payable in a lump sum within ten (10) business days after the Termination Date) and all other payments, benefits or fringe benefits to which Executive shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement; (iii) an amount equal to the sum of Executive’s Base Salary and Target Bonus, payable in substantially equal installments in accordance with the Company’s general payroll practices (as in effect from time to time) during the 12-month period following the Termination Date; (iv) an amount equal to the actual annual cash bonus amount to which Executive would be entitled under Section 3(c) with respect to the calendar year in which the Termination Date occurs, determined based on achievement of the performance objectives specified in Executive’s bonus plan for such year (with any subjective performance criteria deemed achieved at target), as determined by the Board or the Compensation Committee consistent with other senior executives of the Company, which amount shall be prorated based on the actual number of days elapsed in such year prior to the Termination Date (payable at the same time it would have been paid pursuant to Section 3(c)); and (v) an amount equal to the after-tax cost of the premiums for continued health and dental insurance for Executive and/or Executive’s dependents in accordance with the Consolidated Budget Reconciliation Act of 1985 (“COBRA”) for the period commencing on the Termination Date and ending on the eighteen-month anniversary of the Termination Date (payable in monthly installments during and concurrently with Executive’s COBRA period). Notwithstanding the foregoing, Executive shall be entitled to receive such payments described in Section 4(b)(iii) through 4(b)(v) only so long as Executive has not breached any of the provisions of Sections 5, 6,7 and 8 hereof, and all amounts payable and benefits or additional rights provided pursuant to Section 4(b)(iii) through 4(b)(v) shall only be payable if Executive delivers to the Company and does not revoke a general release of claims in favor of the Company in substantially the form attached on Exhibit B hereto; such release shall be executed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following Executive’s termination (the “Release Requirement”).

Termination Without Cause or With Good Reason. If the Employment Period is terminated by the Company without Cause or by Executive with Good Reason, then Executive shall be entitled to receive: (i) Executive’s unpaid Base Salary through the Termination Date (payable in accordance with Section 3(a)) and any accrued but unpaid cash bonus with respect to a completed performance period, or such earlier date required by law); (ii) an amount equal to the actual annual cash bonus amount to which Executive would be entitled under Section 3(b) with respect to the calendar year in which the Termination Date occurs, determined based on achievement of the performance objectives specified in Executive’s bonus plan for such year, as determined by the Board or the Compensation Committee in its sole discretion, which amount shall be prorated based on the actual number of days elapsed in such year prior to the Termination Date (payable at the same time it would have been paid pursuant to Section 3(b)); (iii) an amount equal to one (1) times the target annual cash bonus amount to which Executive would be entitled under Section 3(b) with respect to the calendar year in which the Termination Date occurs, determined as if Executive, Acadia and the Subsidiaries have achieved all of the performance objectives specified in Executive’s bonus plan for such year at the target level, whether or not such objectives actually have been achieved as of the Termination Date (payable in a lump sum within ten (10) business days after the Termination Date); (iv) an amount equal to twelve (12) months of Executive’s Base Salary as in effect on the Termination Date (such 12-month period, the “Severance Period”), (payable in a lump sum within ten (10) business days after the Termination Date); (v) payment of the Annual Bonus for the prior year, as well as the Cash Award under Section 3(c), to the extent not previously paid; (vi) payment in respect of any unused paid time off and sick pay of Executive in such amounts as have accrued as of the Termination Date in accordance with the Company’s policies with respect thereto as in effect during the Employment Period, and reimbursement of any business expenses incurred by Executive but not reimbursed prior to the Termination Date in accordance with and reimbursable under the terms of the Company’s policies with respect thereto as in effect on the Termination Date (in each case, payable in a lump sum within ten (10) business days after the Termination Date) and all other payments, benefits or fringe benefits to which Executive shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement); (iiivii) an amount equal to the sum of Executive’s Base Salary and Target Bonus, payable in substantially equal installments in accordance with the Company’s general payroll practices (as in effect from time to time) during the 12-month period following the Termination Date; (iv) an amount equal to the actual annual cash bonus amount to which Executive would be entitled under Section 3(c) with respect to the calendar year in which the Termination Date occurs, determined based on achievement of the performance objectives specified in Executive’s bonus plan for such year (with any subjective performance criteria deemed achieved at target), as determined by the Board or the Compensation Committee consistent with other senior executives of the Company, which amount shall be prorated based on the actual number of days elapsed in such year prior to the Termination Date (payable at the same time it would have been paid pursuant to Section 3(c)); and (v) an amount equal to the after-tax cost of the premiums for continued health and dental insurance for Executive and/or Executive’s dependents in accordance with the Consolidated Budget Reconciliation Act of 1985 (“COBRA”) for the period commencing on the Termination Date and ending on the eighteen-month anniversary of date on which the Termination Date Severance Period expires (payable in monthly installments during and concurrently with Executive’s COBRA period); provided that if Executive’s COBRA period is terminated or expires prior to expiration of the Severance Period, then Executive shall be entitled to continue to receive an amount equal to the cost of the premiums for continued health and dental insurance for Executive and/or Executive’s dependents in accordance with COBRA (assuming such continued insurance coverage remained available at the same monthly cost) for the period commencing on the date of such termination or expiration and ending on the date on which the Severance Period expires; and (viii) all equity and equity-based awards granted to Executive during the Employment Period (the “Equity Awards”) shall be treated as set forth below: (A) the Equity Awards subject to time-based vesting requirements will fully vest on the Termination Date; and (B) the Equity Awards subject to performance-based vesting requirements will remain outstanding and eligible to vest based on actual achievement of the applicable performance conditions, subject to the terms and conditions (other than any term or condition requiring continued employment) set forth in the applicable award agreement and/or governing documentation. Notwithstanding the foregoing, Executive shall not be entitled to receive such payments described the benefits provided for in Section 4(b)(iiiSections 4(b)(ii) through 4(b)(v– 4(b)(viii) only so long above unless and until Executive signs and delivers and does not revoke the General Release substantially in the form attached hereto as Exhibit B; and provided further that Executive has not breached any of the provisions of Sections 5, 6,7 6 and 8 7 hereof, and all amounts payable and benefits or additional rights provided pursuant to Section 4(b)(iii) through 4(b)(v) shall only be payable if Executive delivers to the Company and does not revoke a general release of claims in favor of the Company in substantially the form attached on Exhibit B hereto; such release shall be executed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following Executive’s termination (the “Release Requirement”).

Termination Without Cause or With Good Reason. If the Employment Period is terminated by Company terminates the Company Executive’s employment without Cause (defined below) or by the Executive terminates employment with Good Reason, then subject to the Executive’s compliance with the restrictive covenants set forth in Section 4, in addition to the Accrued Benefits, the Executive shall be entitled to receive: (i) Executive’s unpaid Base Salary through the Termination Date Continuation for a period of nine (9) months following such termination payable in accordance with Section 3(a)) and any accrued but unpaid cash bonus with respect to a completed performance period; (ii) payment in respect of any unused paid time off and sick pay of Executive in such amounts as have accrued as of the Termination Date in accordance with the Company’s policies with respect thereto payroll practices; provided that to the extent that the payment of any amount constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (as defined in effect Section 18 hereof), any such payment scheduled to occur during the Employment Period, and reimbursement of any business expenses incurred by Executive but not reimbursed prior to the Termination Date in accordance with and reimbursable under the terms of the Company’s policies with respect thereto as in effect on the Termination Date (in each case, payable in a lump sum within ten (10) business days after the Termination Date) and all other payments, benefits or fringe benefits to which Executive shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement; (iii) an amount equal to the sum of Executive’s Base Salary and Target Bonus, payable in substantially equal installments in accordance with the Company’s general payroll practices (as in effect from time to time) during the 12-month period following the Termination Date; (iv) an amount equal to the actual annual cash bonus amount to which Executive would be entitled under Section 3(c) with respect to the calendar year in which the Termination Date occurs, determined based on achievement of the performance objectives specified in Executive’s bonus plan for such year (with any subjective performance criteria deemed achieved at target), as determined by the Board or the Compensation Committee consistent with other senior executives of the Company, which amount shall be prorated based on the actual number of days elapsed in such year prior to the Termination Date (payable at the same time it would have been paid pursuant to Section 3(c)); and (v) an amount equal to the after-tax cost of the premiums for continued health and dental insurance for Executive and/or Executive’s dependents in accordance with the Consolidated Budget Reconciliation Act of 1985 (“COBRA”) for the period commencing on the Termination Date and ending on the eighteen-month anniversary of the Termination Date (payable in monthly installments during and concurrently with Executive’s COBRA period). Notwithstanding the foregoing, Executive shall be entitled to receive such payments described in Section 4(b)(iii) through 4(b)(v) only so long as Executive has not breached any of the provisions of Sections 5, 6,7 and 8 hereof, and all amounts payable and benefits or additional rights provided pursuant to Section 4(b)(iii) through 4(b)(v) shall only be payable if Executive delivers to the Company and does not revoke a general release of claims in favor of the Company in substantially the form attached on Exhibit B hereto; such release shall be executed and delivered (and no longer subject to revocation, if applicable) within first sixty (60) days following the termination of employment shall not be paid until the first regularly scheduled pay period following the sixtieth (60th) day following such termination and shall include payment of any amount that was otherwise scheduled to be paid prior thereto. For the purposed of this Agreement, “Salary Continuation” includes the Executive’s base salary plus the Executive’s full Annual Incentive Plan target at 100% of his base salary (“AIP”); (ii) Prorated AIP for the current performance year based on actual results for such year (determined by multiplying the amount of such bonus which would be due for the full fiscal year by a fraction, the numerator of which is the number of days during the fiscal year of termination that the Executive is employed by the Company and the denominator of which is 365) payable at the same time bonuses for such year are paid to other senior executives of the Company (the “Release RequirementPro Rata Bonus”); (iii) Outplacement assistance, per the Company’s policy in effect on the date of termination; and (iv) Subject to: (A) the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), (B) the Executive’s continued copayment of premiums at the same level and cost to the Executive as if the Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), and (C) the Executive’s continued compliance with the restrictive covenant obligations in Section 4 hereof, continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for a period of nine (9) months, provided that the Executive is eligible and remains eligible for COBRA coverage; provided, further, that the Company may modify the continuation coverage contemplated by this Section 5(b)(iv) to the extent reasonably necessary to avoid the imposition of any excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (collectively, the “ACA”) (to the extent applicable) or any other applicable law; and provided, further, that in the event that the Executive obtains other employment that offers group health benefits, such continuation of coverage by the Company under this Section 5(b)(iv) shall immediately cease. Notwithstanding the foregoing, the payments and benefits described in Section 5(b) shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive breaches any of the restrictive covenants set forth in Section 4.

Termination Without Cause or With Good Reason. If the Employment Period is terminated by the Company without Cause or by Executive with Good Reason, then Executive shall be entitled to receive: (i) a lump sum payment within fifteen (15) calendar days after the Termination Date in an amount equal to the sum of: (A) Executive’s unpaid Base Salary through the Termination Date (payable in accordance with Section 3(a)) and any accrued but unpaid cash bonus with respect to a completed performance period;Date; plus (iiB) payment in respect of any bonus amounts under Section 3(c) to which Executive is entitled determined by reference to the calendar year that ended on or prior to the Termination Date; plus (C) any unused paid time off and sick pay of Executive in such amounts as have accrued as of the Termination Date in accordance with the Company’s policies with respect thereto as in effect during the Employment Period, and reimbursement the amount of any business expenses incurred by Executive but not reimbursed prior to the Termination Date in accordance with and reimbursable under the terms of the Company’s policies with respect thereto as in effect on the Termination Date Date; and (in each case, payable in ii) a lump sum payment (the “Severance Payment”) within ten fifteen (1015) business calendar days after the Termination Date) and all other payments, benefits or fringe benefits to which Executive shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement; (iii) Release Effective Date in an amount equal to the sum of Executive’s Base Salary and Target Bonus, payable in substantially equal installments in accordance with the Company’s general payroll practices (as in effect from time to time) during the 12-month period following the Termination Date;of: (ivA) an amount equal to the actual annual cash greater of (A) the maximum bonus amount to which Executive would be entitled under Section 3(c) with respect to the calendar year in which the Termination Date occurs, determined based on achievement as if Executive, Holdings and the Subsidiaries have exceeded all of the performance objectives specified in Executive’s bonus plan for such year (with any subjective performance criteria deemed year, whether or not such objectives actually have been achieved at target), as determined by the Board or the Compensation Committee consistent with other senior executives of the CompanyTermination Date, which amounts shall be prorated based on the actual number of days elapsed in such year prior to the Termination Date, and (B) if Executive’s bonus plan has not been determined for the calendar year in which the Termination Date occurs, the maximum bonus amount to which Executive would be entitled under Section 3(c) with respect to the calendar year that ended prior to the Termination Date, determined as if Executive, Holdings and the Subsidiaries have exceeded all of the performance objectives specified in Executive’s bonus plan for such year, whether or not such objectives actually have been achieved as of the Termination Date, which amount shall be prorated based on the actual number of days elapsed in such year prior to the Termination Date); plus (B) an amount equal to twelve (12) months of Executive’s Base Salary as in effect on the Termination Date (payable at such 12-month period, the same time it would have been paid pursuant to Section 3(c)“Severance Period”); and (viii) an amount equal to the after-tax cost of the premiums for continued health and dental insurance for Executive and/or Executive’s dependents in accordance with the Consolidated Budget Reconciliation Act of 1985 (“COBRA”) for the period commencing on the Termination Date and ending on the eighteen-month anniversary earlier of (A) the Termination Date date on which Executive’s COBRA period terminates or expires and (B) the date on which the Severance Period expires (payable in monthly installments during and concurrently with Executive’s COBRA period); provided that if Executive’s COBRA period is terminated prior to expiration of the Severance Period, then Executive shall be entitled to receive a lump sum payment within fifteen (15) calendar days after written notice of such termination or expiration from Executive to the Board in an amount equal to the cost of the premiums for continued health and dental insurance for Executive and/or Executive’s dependents in accordance with COBRA (assuming such continued insurance coverage remained available at the same monthly cost) for the period commencing on the date of such termination or expiration and ending on the date on which the Severance Period expires. Notwithstanding the foregoing, Executive shall not be entitled to receive such the Severance Payment or any payments described in pursuant to Section 4(b)(iii) through 4(b)(v(and Executive shall forfeit all rights to such payments) unless Executive has executed and delivered to the Company a general release substantially in form and substance as attached hereto as Exhibit A (the “General Release”), and such General Release remains in full force and effect, has not been revoked and is no longer subject to revocation, within sixty (60) days of the Termination Date, and Executive shall be entitled to receive the Severance Payment and such payments pursuant to Section 4(b)(iii) only so long as Executive has not breached any of the provisions of the General Release or Sections 5, 6,7 6 and 8 hereof, and all amounts payable and benefits or additional rights provided pursuant to Section 4(b)(iii) through 4(b)(v) shall only be payable if Executive delivers to 7 hereof (a “Fundamental Breach”). If the Company and does not revoke a general release of claims in favor of the Company in substantially the form attached on Exhibit B hereto; such release shall be General Release is executed and delivered (and no longer subject to revocationrevocation as provided in the preceding sentence, if applicablethen the following shall apply: (A) within sixty To the extent any such cash payment to be provided is not “deferred compensation” for purposes of Code Section 409A, then such payment shall commence upon the first scheduled payment date immediately after the date the General Release is executed and no longer subject to revocation (60) days the “Release Effective Date”). The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement applied as though such payments commenced immediately upon Executive’s termination of employment, and any payments made after the Release Effective Date shall continue as provided herein. The delayed payments shall in any event expire at the time such payments or benefits would have expired had such payments commenced immediately following Executive’s termination of employment. (B) To the extent any such cash payment to be provided is “deferred compensation” for purposes of Code Section 409A, then such payment shall be made or commence upon the sixtieth (60th) day following Executive’s termination of employment. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon Executive’s termination of employment, and any payments made after the sixtieth (60th) day following Executive’s termination of employment shall continue as provided herein. The delayed payments shall in any event expire at the time such payments or benefits would have expired had such payments commenced immediately following Executive’s termination of employment. Notwithstanding any other payment schedule provided herein to the contrary, if Executive is deemed on the Termination Date to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then any payment that is considered deferred compensation under Code Section 409A payable on account of a “separation from service” shall be made on the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive and (ii) the date of Executive’s death (the “Release RequirementDelay Period”)) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to the immediately preceding sentence (whether they otherwise would have been payable in a single sum or in installments in the absence of such delay) shall be paid to Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. In addition, if Executive is a “specified employee,” to the extent that welfare benefits to be provided to Executive pursuant to this Agreement are not “disability pay,” “death benefit” plans or non-taxable medical benefits within the meaning of Treasury Regulation Section 1.409A-1(a)(5) or other benefits not considered nonqualified deferred compensation within the meaning of that regulation, such provision of benefits shall be delayed until the end of the Delay Period. Notwithstanding the foregoing, to the extent that the previous sentence applies to the provision of any ongoing health or welfare benefits that would not be required to be delayed if the premiums were paid by Executive, Executive shall pay the full cost of the premiums for such benefits during the Delay Period and the Company shall pay Executive an amount equal to the amount of such premiums paid by Executive during the Delay Period within ten (10) days after the end of Delay Period.

Termination Without Cause or With Good Reason. (1) If the Employment Period Executive’s employment under this Agreement is terminated by the Company without Cause or by reason of the Disability of the Executive, or by the Executive for Good Reason (whether or not in connection with Good Reasona change of control), then or by reason of the Executive’s death (each, a “Qualified Termination”), the Executive shall be entitled to receivereceive the following: (i) Executive’s unpaid Base Salary earned through the Termination Date (payable in accordance with Section 3(a)) and any accrued but unpaid cash bonus with respect to a completed performance periodDate; (ii) payment in respect of Bonus amounts earned for any unused paid time off prior year or period and sick pay of Executive in such amounts as have accrued as of the Termination Date not yet paid; (iii) Other benefits, if any, in accordance with the Company’s policies with respect thereto as in effect during the Employment Period, and reimbursement of any business expenses incurred by Executive but not reimbursed prior to the Termination Date in accordance with and reimbursable under the terms of the Company’s policies with respect thereto as in effect on the Termination Date (in each case, payable in a lump sum within ten (10) business days after the Termination Date) and all other payments, benefits or fringe benefits to which Executive shall be entitled under the applicable terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this AgreementCompany Arrangement. (iv) Prompt payment when due of an amount equal to 200% of his annual Base Salary at the time of the Qualified Termination; (iiiv) (x) if a Qualified Termination occurs on or prior to the second anniversary of the Commencement Date, payment of (A) an amount equal to the sum pro-rata portion (determined by multiplying the relevant amount by a fraction, the numerator of Executive’s Base Salary which shall equal the number of days the Executive was employed in the year of termination and Target Bonus, payable in substantially equal installments in accordance with the Company’s general payroll practices denominator of which is 365) of the IC Award (as defined in effect from time Annex I) otherwise payable to timethe Executive for the year in which such termination occurs, determined using a Target Percentage (as defined in Annex I) during of 100% and (B) an amount equal to 200% of the 12-month period following IC Award (as defined in Annex I) otherwise payable to the Executive for the full year in which such termination occurs, determined using a Target Percentage (as defined in Annex I) of 100%, and (y) if a Qualified Termination occurs after the second anniversary of the Commencement Date; , payment of (ivA) an amount equal to the pro-rata portion (determined by multiplying the relevant amount by a fraction, the numerator of which shall equal the number of days the Executive was employed in the year of termination and the denominator of which is 365) of the IC Award (as defined in Annex I) otherwise payable to the Executive for the year in which such termination occurs, determined using the actual annual cash bonus Target Percentage (as defined in Annex I) achieved in the year in which the termination occurs and (B) an amount equal to which 200% of the IC Award actually paid to the Executive would be entitled under Section 3(c) with respect to the calendar last full fiscal year of his employment hereunder. Notwithstanding the foregoing, if the Qualified Termination occurs during 2004, the amount payable pursuant to clause (x)(A) above shall be no less than the 2004 Guaranteed Amount, and if the Qualified Termination occurs during 2005, the amount payable pursuant to clause (x)(A) above shall be no less than the 2005 Guaranteed Amount (each as defined in which Annex I); (vi) An amount equal to the Termination Date occurs, determined based on achievement MB that would have been earned by the Executive for the year of the performance objectives specified in Executive’s bonus plan for such year (with any subjective performance criteria deemed achieved at target)termination had his employment not terminated, as determined by the Board or the Compensation Committee consistent with other senior executives in its discretion in good faith, but prorated (by multiplying that amount by a fraction, the numerator of which shall equal the Company, which amount shall be prorated based on the actual number of days elapsed the Executive was employed in such the year prior of termination and the denominator of which is 365) to reflect his termination. (vii) If a Qualified Termination occurs at any time during or after the Termination Date (payable at second year of any two year period in respect of which the same time it SB would have been paid pursuant earned had the Executive’s employment not terminated, the Executive will be entitled to Section 3(c)); and (v) an amount equal to the after-tax cost SB amount otherwise payable to the Executive multiplied by a fraction, the numerator of which shall equal the number of days the Executive was employed during the two years in respect of which the SB would have been earned and the denominator of which is 730. For avoidance of doubt, if the employment of the premiums Executive is terminated for continued health any reason prior to commencement of such second year, the Executive shall not be entitled to any portion of the SB. Any amounts payable pursuant to clause (i) of this paragraph (B) shall be paid promptly after the Termination Date with respect to the Qualified Termination; and dental insurance for Executive and/or Executive’s dependents amounts payable pursuant to clause (ii) of this paragraph (B) shall be paid in accordance with the Consolidated Budget Reconciliation Act payment terms specified herein or in the annexes hereto; any amounts payable under clause (iii) of 1985 this paragraph (“COBRA”B) for the period commencing on the Termination Date and ending on the eighteen-month anniversary of the Termination Date (payable in monthly installments during and concurrently with Executive’s COBRA period). Notwithstanding the foregoing, Executive shall be entitled paid, promptly when due; any amounts payable pursuant to clause (iv) of this paragraph (B) shall be paid in 24 equal monthly installments, commencing the month after the termination occurs; any amounts payable pursuant to clause (vii) of this paragraph (B) shall be paid as described in Annex II; any other amounts payable under this paragraph (B) shall be payable no later than March 31st in the year following the year in which the Qualified Termination occurs. In order to receive such any payments described in or benefits under Section 4(b)(iii3(B) through 4(b)(v) only so long as of this Agreement, the Executive has not breached any of the provisions of Sections 5, 6,7 must execute and 8 hereof, and all amounts payable and benefits or additional rights provided pursuant to Section 4(b)(iii) through 4(b)(v) shall only be payable if Executive delivers deliver to the Company and does not revoke a general release of claims in favor of the Company in substantially the form attached on of Exhibit B hereto; such A, which release shall become effective only if it is countersigned by an authorized officer of the Company, and returned to the Executive, within ten business days after it is received by the Company. All amounts payable hereunder shall be executed without interest if paid when due. In addition, in the event of a Qualified Termination, the unexercised portion of the Option whether or not vested, shall become vested and delivered (immediately exercisable for a period of two years from the Qualified Termination or the remainder of the ten-year term of the Option, whichever is shorter, notwithstanding anything to the contrary in the Company’s 2004 Stock Option, Restricted and no longer subject Non-Restricted Stock Plan. As of the termination date, except as set forth above, the rights of the Executive to revocationthe accrual, if applicable) within sixty (60) days following Executive’s termination (the “Release Requirement”)payment and/or receipt of any other compensation or benefits described under Section 2 of this Agreement shall immediately cease.

Termination Without Cause or With Good Reason. If (i) The Board may immediately terminate Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Employment Period is terminated by Board, terminate this Agreement at any time within 90 days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Company without Cause Bank will have 30 days to cure the “Good Reason” condition, but the Bank may waive its right to cure. In the event of termination as described under Section 4(e)(i) during the Term and subject to the requirements of Section 4(e)(iii), the Bank will pay or by provide Executive with Good Reason, then Executive shall be entitled to receivethe following: (iA) Executive’s unpaid Base Salary through the Termination Date (payable in accordance with Section 3(a)) and any accrued but unpaid cash bonus with respect to a completed performance periodAccrued Obligations; (iiB) payment in respect of any unused paid time off and sick pay of Executive in such amounts as have accrued as of the Termination Date in accordance with the Company’s policies with respect thereto as in effect during the Employment Period, and reimbursement of any business expenses incurred by Executive but not reimbursed prior to the Termination Date in accordance with and reimbursable under the terms of the Company’s policies with respect thereto as in effect on the Termination Date (in each case, payable in a lump sum within ten (10) business days after the Termination Date) and all other payments, benefits or fringe benefits to which Executive shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement; (iii) an amount equal to the sum of Executive’s annual Base Salary and Target Bonusaverage annual cash incentive compensation awarded under the STIP, which would include any percentage of the award that is tax-deferred and payable in substantially equal installments in accordance with pursuant to the CompanyRhinebeck Executive Long-Term Incentive and Retention Plan (the “LTIP”) (or any other comparable cash incentive plan) for three most recent annual performance periods immediately prior to Executive’s general payroll practices date of termination, divided by 12 (as in effect from time the “Severance Payment”). The Severance Payment will be payable to time) Executive each month during the 12a 36-month period (the “Benefit Period”), with the first payment to be made on the first day of the second month immediately following the Termination DateExecutive’s date of termination; (ivC) an amount equal non-taxable medical and dental insurance coverage substantially comparable (and on substantially the same terms and conditions) to the actual annual cash bonus amount coverage maintained by the Bank for Executive immediately prior to Executive’s termination under the same cost-sharing arrangements that apply for active employees of the Bank as of Executive’s date of termination. Such continued coverage shall cease upon the earlier of: (A) the completion of the Benefit Period; (B) the date on which Executive would be becomes a full-time employee of another employer, provided Executive is entitled under Section 3(c) with respect to benefits that are substantially similar to the calendar year in which health and welfare benefits provided by the Termination Date occurs, determined based on achievement Bank; or (C) Executive’s death (provided that benefits payable to Executive’s spouse and designated beneficiaries will continue until the end of the performance objectives specified in Executive’s bonus plan for such year (with any subjective performance criteria deemed achieved at target), as determined Benefit Period. The period of continued health coverage required by the Board or the Compensation Committee consistent with other senior executives Section 4980B(f) of the Company, which amount shall be prorated based on Code will run concurrently with the actual number of days elapsed in such year prior to the Termination Date (payable at the same time it would have been paid pursuant to Section 3(c))coverage period provided herein; and (vD) an amount equal to the after-tax reimbursement for the reasonable cost of the premiums for continued health and dental insurance for Executive and/or Executive’s dependents in accordance with the Consolidated Budget Reconciliation Act outplacement services, up to a maximum amount of 1985 (“COBRA”) for the period commencing on the Termination Date and ending on the eighteen-month anniversary of the Termination Date (payable in monthly installments during and concurrently with Executive’s COBRA period). Notwithstanding the foregoing, Executive shall be entitled to receive such payments described in Section 4(b)(iii) through 4(b)(v) only so long as Executive has not breached any of the provisions of Sections 5, 6,7 and 8 hereof, and all amounts payable and benefits or additional rights provided pursuant to Section 4(b)(iii) through 4(b)(v) shall only be payable if Executive delivers to the Company and does not revoke a general release of claims in favor of the Company in substantially the form attached on Exhibit B hereto; such release shall be executed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following Executive’s termination (the “Release Requirement”)$5,000.

Termination Without Cause or With Good Reason. If (i) Executive is terminated without Cause pursuant to Section 6(a)(iv) above, or (ii) Executive shall terminate his employment hereunder with Good Reason pursuant to Section (6)(b)(ii) above, then the Employment Period is terminated by shall terminate as of the Company without Cause or by Executive with Good Reason, then effective date set forth in the written notice of such termination (the "Termination Date") and Executive shall be entitled to receivethe following benefits: (i) The Employer shall continue to pay Executive’s unpaid 's Base Salary through (at the Termination Date (payable in accordance with Section 3(a)) and any accrued but unpaid cash bonus with respect to a completed performance period; (ii) payment in respect of any unused paid time off and sick pay of Executive in such amounts as have accrued as of the Termination Date in accordance with the Company’s policies with respect thereto as in effect during the Employment Period, and reimbursement of any business expenses incurred by Executive but not reimbursed prior to the Termination Date in accordance with and reimbursable under the terms of the Company’s policies with respect thereto as rate in effect on the Termination Date date of his termination) and annual performance bonus (based on the amount paid for the immediately preceding year or, if the termination takes place prior to a bonus having been previously so paid, the sum of $150,000.00) for the remaining term of the Employment Period after the date of Executive's termination, on the same periodic payment dates as payment would have been made to Executive had the Employment Period not been terminated for the remaining term of the Employment Period after the date of Executive's termination; PROVIDED, HOWEVER, that if such termination occurs upon or following a Change-in-Control, the Employer shall continue to pay Executive's Base Salary (at the rate in effect on the date of his termination) and annual performance bonus (based on the highest amount paid for the three preceding years or, if the termination takes place prior to a bonus having been previously so paid, the sum of $150,000) for the remaining term of the Employment Period after the date of Executive's termination. It is expressly agreed that the Executive shall receive a bonus for each case, payable remaining year of this Agreement and that the bonus will be paid in a lump sum within ten thirty (1030) business days after the Termination DateExecutive's termination. (ii) For the remaining term of the Employment Period, Executive shall continue to receive all benefits described in Section 3 existing on the date of termination, including, but not limited to, any bonuses or equity awards described in Section 3 of this Agreement, subject to the terms and all other paymentsconditions upon which such benefits may be offered. For purposes of the application of such benefits, benefits or fringe benefits to which Executive shall be entitled under treated as if he had remained in the terms employ of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreementthe Employer with a Base Salary at the rate in effect on the date of termination; (iii) Any unvested shares of restricted stock granted to the Executive by the Employer shall become vested on the date of the Executive's termination, any unexercisable stock options granted to the Executive by the Employer shall become exercisable on the date of the Executive's termination, and any unexercised stock options granted to the Executive by the Employer shall remain exercisable until the earlier of (A) the date on which the term of such stock options otherwise would have expired, or (B) the second January 1 after the date of the Executive's termination; (iv) If Executive obtains other employment, or receives any wages for services rendered to any person or entity during the remaining term of Employment Period after the date of Executive's termination, the payments due under Section 7(a)(i) will be reduced by the amount of such wages, except that in no event shall the payment due under Section 7(a)(i) be reduced to less than the amount of such payments that would have been received by Executive over a twelve-month period. Executive shall give prompt notice to the Employer of any such employment undertaken or services rendered by him, which notice shall include a description of the wages he will receive, the date of receipt, and a copy of each relevant agreement or contract. Executive shall also give prompt notice to the Employer of any changes in such employment or wages. (v) If in the opinion of tax counsel selected by the Executive and reasonably acceptable to the Employer, the Executive has or will receive any compensation (including without limitation as a result of the accelerated vesting of equity awards) or recognize any income (whether or not pursuant to this Agreement or any plan or other arrangement of the Employer and whether or not the Employment Period or the Executive's employment with the Employer has terminated) which will constitute an "excess parachute payment" within the meaning of Section 280G(b)(l) of the Internal Revenue Code (the "Code") (or for which a tax is otherwise payable under Section 4999 of the Code or any successor provision thereto), then the Employer shall pay the Executive an additional amount (the "Additional Amount") equal to the sum of Executive’s Base Salary and Target Bonus, (i) all taxes payable in substantially equal installments in accordance with by the Company’s general payroll practices (as in effect from time to time) during the 12-month period following the Termination Date; (iv) an amount equal to the actual annual cash bonus amount to which Executive would be entitled under Section 3(c) 4999 of the Code with respect to the calendar year in which the Termination Date occursall such excess parachute payments and any such Additional Amount, determined based on achievement of the performance objectives specified in Executive’s bonus plan for plus (ii) all federal, state and local income taxes payable by Executive with respect to any such year (with any subjective performance criteria deemed achieved at target), as determined by the Board or the Compensation Committee consistent with other senior executives of the Company, which amount shall be prorated based on the actual number of days elapsed in such year prior to the Termination Date (Additional Amount. Any amounts payable at the same time it would have been paid pursuant to Section 3(c)); and this paragraph (v) an amount equal shall be paid by the Employer to the after-tax cost Executive within 30 days of each written request therefor made by the premiums for continued health and dental insurance for Executive and/or Executive’s dependents in accordance with the Consolidated Budget Reconciliation Act of 1985 (“COBRA”) for the period commencing on the Termination Date and ending on the eighteen-month anniversary of the Termination Date (payable in monthly installments during and concurrently with Executive’s COBRA period). Notwithstanding the foregoing, Executive shall be entitled to receive such payments described in Section 4(b)(iii) through 4(b)(v) only so long as Executive has not breached any of the provisions of Sections 5, 6,7 and 8 hereof, and all amounts payable and benefits or additional rights provided pursuant to Section 4(b)(iii) through 4(b)(v) shall only be payable if Executive delivers to the Company and does not revoke a general release of claims in favor of the Company in substantially the form attached on Exhibit B hereto; such release shall be executed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following Executive’s termination (the “Release Requirement”).

Termination Without Cause or With Good Reason. If (i) Executive is terminated without Cause pursuant to Section 6(a)(iv) above, or (ii) Executive shall terminate his employment hereunder with Good Reason pursuant to Section (6)(b)(ii) above, then the Employment Period is terminated by shall terminate as of the Company without Cause or by Executive with Good Reason, then effective date set forth in the written notice of such termination (the "Termination Date") and Executive shall be entitled to receivethe following benefits: (i) The Employer shall continue to pay Executive’s unpaid 's Base Salary through (at the Termination Date (payable in accordance with Section 3(a)) and any accrued but unpaid cash bonus with respect to a completed performance period; (ii) payment in respect of any unused paid time off and sick pay of Executive in such amounts as have accrued as of the Termination Date in accordance with the Company’s policies with respect thereto as in effect during the Employment Period, and reimbursement of any business expenses incurred by Executive but not reimbursed prior to the Termination Date in accordance with and reimbursable under the terms of the Company’s policies with respect thereto as rate in effect on the Termination Date date of his termination) and annual performance bonus (based on the amount paid for the immediately preceding year or, if the termination takes place prior to a bonus having been previously so paid, the sum of $100,000) for the remaining term of the Employment Period after the date of Executive's termination, on the same periodic payment dates as payment would have been made to Executive had the Employment Period not been terminated for the remaining term of the Employment Period after the date of Executive's termination; PROVIDED, HOWEVER, that if such termination occurs upon or following a Change-in-Control, the Employer shall continue to pay Executive's Base Salary (at the rate in effect on the date of his termination) and annual performance bonus (based on the highest amount paid for the three preceding years or, if the termination takes place prior to a bonus having been previously so paid, the sum of $100,000) for the remaining term of the Employment Period after the date of Executive's termination. It is expressly agreed that the Executive shall receive a bonus for each case, payable remaining year of this Agreement and that the bonus will be paid in a lump sum within ten thirty (1030) business days after the Termination DateExecutive's termination. (ii) For the remaining term of the Employment Period, Executive shall continue to receive all benefits described in Section 3 existing on the date of termination, including, but not limited to, any bonuses or equity awards described in Section 3 of this Agreement, subject to the terms and all other paymentsconditions upon which such benefits may be offered. For purposes of the application of such benefits, benefits or fringe benefits to which Executive shall be entitled under treated as if he had remained in the terms employ of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement;the Employer with a Base Salary at the rate in effect on the date of termination. (iii) Any unvested shares of restricted stock granted to the Executive by the Employer shall become vested on the date of the Executive's termination. (iv) If Executive obtains other employment, or receives any wages for services rendered to any person or entity during the remaining term of Employment Period after the date of Executive's termination, the payments due under Section 7(a)(i) will be reduced by the amount of such wages. Executive shall give prompt notice to the Employer of any such employment undertaken or services rendered by him, which notice shall include a description of the wages he will receive, the date of receipt, and a copy of each relevant agreement or contract. Executive shall also give prompt notice to the Employer of any changes in such employment or wages. (v) If in the opinion of tax counsel selected by the Executive and reasonably acceptable to the Employer, the Executive has or will receive any compensation (including without limitation as a result of the accelerated vesting of equity awards) or recognize any income (whether or not pursuant to this Agreement or any plan or other arrangement of the Employer and whether or not the Employment Period or the Executive's employment with the Employer has terminated) which will constitute an "excess parachute payment" within the meaning of Section 280G(b)(1) of the Internal Revenue Code (the "Code") (or for which a tax is otherwise payable under Section 4999 of the Code or any successor provision thereto), then the Employer shall pay the Executive an additional amount (the "Additional Amount") equal to the sum of Executive’s Base Salary and Target Bonus, (i) all taxes payable in substantially equal installments in accordance with by the Company’s general payroll practices (as in effect from time to time) during the 12-month period following the Termination Date; (iv) an amount equal to the actual annual cash bonus amount to which Executive would be entitled under Section 3(c) 4999 of the Code with respect to the calendar year in which the Termination Date occursall such excess parachute payments and any such Additional Amount, determined based on achievement of the performance objectives specified in Executive’s bonus plan for plus (ii) all federal, state and local income taxes payable by Executive with respect to any such year (with any subjective performance criteria deemed achieved at target), as determined by the Board or the Compensation Committee consistent with other senior executives of the Company, which amount shall be prorated based on the actual number of days elapsed in such year prior to the Termination Date (Additional Amount. Any amounts payable at the same time it would have been paid pursuant to Section 3(c)); and this paragraph (v) an amount equal shall be paid by the Employer to the after-tax cost Executive within 30 days of each written request therefor made by the premiums for continued health and dental insurance for Executive and/or Executive’s dependents in accordance with the Consolidated Budget Reconciliation Act of 1985 (“COBRA”) for the period commencing on the Termination Date and ending on the eighteen-month anniversary of the Termination Date (payable in monthly installments during and concurrently with Executive’s COBRA period). Notwithstanding the foregoing, Executive shall be entitled to receive such payments described in Section 4(b)(iii) through 4(b)(v) only so long as Executive has not breached any of the provisions of Sections 5, 6,7 and 8 hereof, and all amounts payable and benefits or additional rights provided pursuant to Section 4(b)(iii) through 4(b)(v) shall only be payable if Executive delivers to the Company and does not revoke a general release of claims in favor of the Company in substantially the form attached on Exhibit B hereto; such release shall be executed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following Executive’s termination (the “Release Requirement”).

Termination Without Cause or With Good Reason. If the Employment Period is terminated by the Company without Cause or by Executive with Good Reason, then Executive shall be entitled to receive: (i) Executive’s unpaid Base Salary through the Termination Date (payable in accordance with Section 3(a)) and any accrued but unpaid cash bonus with respect to a completed performance period); (ii) an amount equal to the actual annual cash bonus amount to which Executive would be entitled under Section 3(c) with respect to the calendar year in which the Termination Date occurs, determined based on achievement of the performance objectives specified in Executive’s bonus plan for such year, as determined by the Board or the Compensation Committee in its sole discretion (provided such discretion would not have resulted in the payment failing to be considered performance-based compensation under Code Section 162(m) if the Executive were a covered employee), which amount shall be prorated based on the actual number of days elapsed in such year prior to the Termination Date (payable at the same time it would have been paid pursuant to Section 3(c)); (iii) an amount equal to the target annual cash bonus amount to which Executive would be entitled under Section 3(c) with respect to the calendar year in which the Termination Date occurs, determined as if Executive, Acadia and the Subsidiaries have achieved all of the performance objectives specified in Executive’s bonus plan for such year at the target level, whether or not such objectives actually have been achieved as of the Termination Date (payable in a lump sum within ten (10) business days after the Termination Date); (iv) an amount equal to twelve (12) months of Executive’s Base Salary as in effect on the Termination Date (such 12-month period, the “Severance Period”), (payable in a lump sum within ten (10) business days after the Termination Date); (v) payment in respect of any unused paid time off and sick pay of Executive in such amounts as have accrued as of the Termination Date in accordance with the Company’s policies with respect thereto as in effect during the Employment Period, and reimbursement of any business expenses incurred by Executive but not reimbursed prior to the Termination Date in accordance with and reimbursable under the terms of the Company’s policies with respect thereto as in effect on the Termination Date (in each case, payable in a lump sum within ten (10) business days after the Termination Date) and all other payments, benefits or fringe benefits to which Executive shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement); (iiivi) an amount equal to the sum of Executive’s Base Salary and Target Bonus, payable in substantially equal installments in accordance with the Company’s general payroll practices (as in effect from time to time) during the 12-month period following the Termination Date; (iv) an amount equal to the actual annual cash bonus amount to which Executive would be entitled under Section 3(c) with respect to the calendar year in which the Termination Date occurs, determined based on achievement of the performance objectives specified in Executive’s bonus plan for such year (with any subjective performance criteria deemed achieved at target), as determined by the Board or the Compensation Committee consistent with other senior executives of the Company, which amount shall be prorated based on the actual number of days elapsed in such year prior to the Termination Date (payable at the same time it would have been paid pursuant to Section 3(c)); and (v) an amount equal to the after-tax cost of the premiums for continued health and dental insurance for Executive and/or Executive’s dependents in accordance with the Consolidated Budget Reconciliation Act of 1985 (“COBRA”) for the period commencing on the Termination Date and ending on the eighteen-month anniversary of date on which the Termination Date Severance Period expires (payable in monthly installments during and concurrently with Executive’s COBRA period); provided that if Executive’s COBRA period is terminated or expires prior to expiration of the Severance Period, then Executive shall be entitled to continue to receive an amount equal to the cost of the premiums for continued health and dental insurance for Executive and/or Executive’s dependents in accordance with COBRA (assuming such continued insurance coverage remained available at the same monthly cost) for the period commencing on the date of such termination or expiration and ending on the date on which the Severance Period expires; (vii) cause each stock option of Executive, to the extent that it shall not otherwise have become vested and exercisable, to automatically become fully and immediately vested and exercisable, without regard to any otherwise applicable vesting requirement; and (viii) cause each restricted stock or other equity-based award of Executive, to the extent that it shall not otherwise have become vested and exercisable, to automatically become fully and immediately vested and exercisable, without regard to any otherwise applicable vesting requirement, and all forfeiture and transfer restrictions thereon shall lapse. Notwithstanding the above, in the case of an equity-based incentive other than an option or stock appreciation right (e.g., a grant of performance-based shares) where such incentive was intended to qualify as performance-based compensation under Code Section 162(m), the forfeiture restrictions related to pre-established goals shall not lapse until the results of the related goals have been determined and certified by the Compensation Committee. Notwithstanding the foregoing, Executive shall not be entitled to receive such payments described unless and until Executive signs and delivers the General Release substantially in Section 4(b)(iii) through 4(b)(v) only so long the form attached hereto as Exhibit A; and provided further that Executive has not breached any of the provisions of Sections 5, 6,7 6 and 8 7 hereof. Notwithstanding any other payment schedule provided herein to the contrary, if Executive is deemed on the Termination Date to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then any payment that is considered deferred compensation under Code Section 409A payable on account of a “separation from service” shall be made on the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive and (ii) the date of Executive’s death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to the immediately preceding sentence (whether they otherwise would have been payable in a single sum or in installments in the absence of such delay) shall be paid to Executive in a lump sum, and all amounts payable and remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. In addition, if Executive is a “specified employee,” to the extent that welfare benefits or additional rights to be provided to Executive pursuant to this Agreement are not “disability pay,” “death benefit” plans or non-taxable medical benefits within the meaning of Treasury Regulation Section 4(b)(iii1.409A-1(a)(5) through 4(b)(v) or other benefits not considered nonqualified deferred compensation within the meaning of that regulation, such provision of benefits shall only be payable if Executive delivers delayed until the end of the Delay Period. Notwithstanding the foregoing, to the Company and does extent that the previous sentence applies to the provision of any ongoing health or welfare benefits that would not revoke a general release of claims in favor be required to be delayed if the premiums were paid by Executive, Executive shall pay the full cost of the premiums for such benefits during the Delay Period and the Company in substantially shall pay Executive an amount equal to the form attached on Exhibit B hereto; amount of such release shall be executed and delivered premiums paid by Executive during the Delay Period within ten (and no longer subject to revocation, if applicable) within sixty (6010) days following Executive’s termination (after the “Release Requirement”)end of Delay Period.

Termination Without Cause or With Good Reason. If the Employment Period is terminated by the Company without Cause or by Executive with Good Reason, then Executive shall be entitled to receive: (i) Executive’s unpaid Base Salary through the Termination Date (payable in accordance with Section 3(a)) and any accrued but unpaid cash bonus with respect to a completed performance period, or such earlier date required by law); (ii) an amount equal to the actual annual cash bonus amount to which Executive would be entitled under Section 3(b) with respect to the calendar year in which the Termination Date occurs, determined based on achievement of the performance objectives specified in Executive’s bonus plan for such year, as determined by the Board or the Compensation Committee in its sole discretion, which amount shall be prorated based on the actual number of days elapsed in such year prior to the Termination Date (payable at the same time it would have been paid pursuant to Section 3(b)); (iii) an amount equal to one (1) times the target annual cash bonus amount to which Executive would be entitled under Section 3(b) with respect to the calendar year in which the Termination Date occurs, determined as if Executive, Acadia and the Subsidiaries have achieved all of the performance objectives specified in Executive’s bonus plan for such year at the target level, whether or not such objectives actually have been achieved as of the Termination Date (payable in a lump sum within ten (10) business days after the Termination Date); (iv) an amount equal to twelve (12) months of Executive’s Base Salary as in effect on the Termination Date (such 12-month period, the “Severance Period”), (payable in a lump sum within ten (10) business days after the Termination Date); (v) payment of the Annual Bonus for the prior year, to the extent not previously paid; (vi) payment in respect of any unused paid time off and sick pay of Executive in such amounts as have accrued as of the Termination Date in accordance with the Company’s policies with respect thereto as in effect during the Employment Period, and reimbursement of any business expenses incurred by Executive but not reimbursed prior to the Termination Date in accordance with and reimbursable under the terms of the Company’s policies with respect thereto as in effect on the Termination Date (in each case, payable in a lump sum within ten (10) business days after the Termination Date) and all other payments, benefits or fringe benefits to which Executive shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement); (iiivii) an amount equal to the sum of Executive’s Base Salary and Target Bonus, payable in substantially equal installments in accordance with the Company’s general payroll practices (as in effect from time to time) during the 12-month period following the Termination Date; (iv) an amount equal to the actual annual cash bonus amount to which Executive would be entitled under Section 3(c) with respect to the calendar year in which the Termination Date occurs, determined based on achievement of the performance objectives specified in Executive’s bonus plan for such year (with any subjective performance criteria deemed achieved at target), as determined by the Board or the Compensation Committee consistent with other senior executives of the Company, which amount shall be prorated based on the actual number of days elapsed in such year prior to the Termination Date (payable at the same time it would have been paid pursuant to Section 3(c)); and (v) an amount equal to the after-tax cost of the premiums for continued health and dental insurance for Executive and/or Executive’s dependents in accordance with the Consolidated Budget Reconciliation Act of 1985 (“COBRA”) for the period commencing on the Termination Date and ending on the eighteen-month anniversary of date on which the Termination Date Severance Period expires (payable in monthly installments during and concurrently with Executive’s COBRA period); provided that if Executive’s COBRA period is terminated or expires prior to expiration of the Severance Period, then Executive shall be entitled to continue to receive an amount equal to the cost of the premiums for continued health and dental insurance for Executive and/or Executive’s dependents in accordance with COBRA (assuming such continued insurance coverage remained available at the same monthly cost) for the period commencing on the date of such termination or expiration and ending on the date on which the Severance Period expires; and (viii) all equity and equity-based awards granted to Executive during the Employment Period (the “Equity Awards”) shall be treated as set forth below: (A) the Equity Awards subject to time-based vesting requirements will fully vest on the Termination Date; and (B) the Equity Awards subject to performance-based vesting requirements will remain outstanding and eligible to vest based on actual achievement of the applicable performance conditions, subject to the terms and conditions (other than any term or condition requiring continued employment) set forth in the applicable award agreement and/or governing documentation. Notwithstanding the foregoing, Executive shall not be entitled to receive such payments described the benefits provided for in Section 4(b)(iiiSections 4(b)(ii) through 4(b)(v– 4(b)(viii) only so long above unless and until Executive signs and delivers and does not revoke the General Release substantially in the form attached hereto as Exhibit B; and provided further that Executive has not breached any of the provisions of Sections 5, 6,7 6 and 8 7 hereof, and all amounts payable and benefits or additional rights provided pursuant to Section 4(b)(iii) through 4(b)(v) shall only be payable if Executive delivers to the Company and does not revoke a general release of claims in favor of the Company in substantially the form attached on Exhibit B hereto; such release shall be executed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following Executive’s termination (the “Release Requirement”).

Termination Without Cause or With Good Reason. If In consideration of Executive’s agreement to be bound by the Employment Period restrictive covenants set forth in Section 7 of this Agreement, if Executive’s employment is terminated by the Company without Cause or by Executive with Good Reason, then Executive shall be entitled to receiveto: (i) a lump sum payment from the Company within fifteen (15) calendar days after the Termination Date in an amount equal to the sum of: (A) Executive’s unpaid Base Salary through the Termination Date (payable in accordance with Section 3(a)) and any accrued but unpaid cash bonus with respect to a completed performance period;Date; plus (iiB) payment in respect of any bonus amounts under Section 3(c) to which Executive is entitled determined by reference to the calendar year that ended on or prior to the Termination Date; plus (C) any unused paid time off and sick pay of Executive in such amounts as have accrued as of the Termination Date in accordance with the Company’s policies with respect thereto as in effect during the Employment PeriodTerm, and reimbursement the amount of any business expenses incurred by Executive but not reimbursed prior to the Termination Date in accordance with and reimbursable under the terms of the Company’s policies with respect thereto as in effect on the Termination Date Date; and (in each case, payable in ii) a lump sum payment from the Company (the “Severance Payment”) within ten fifteen (1015) business calendar days after the Release Effective Date in an amount equal to the Base Salary that would otherwise have been paid to Executive for the longer of: (A) the twelve (12) month period following the Termination DateDate or (B) the number of months from beginning on the Termination Date and ending on the Expiration Date (the longer of the periods described in subsections (A) and all other payments, benefits or fringe benefits to which Executive (B) above shall be entitled under referred to as the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement;“Severance Period”); and (iii) an amount equal to the sum of Executive’s Base Salary and Target Bonus, payable in substantially equal installments in accordance with the Company’s general payroll practices (as in effect from time to time) during the 12-month period following the Termination Date; (iv) an amount equal to the actual annual cash bonus amount to which Executive would be entitled under Section 3(c) with respect to the calendar year in which the Termination Date occurs, determined based on achievement of the performance objectives specified in Executive’s bonus plan for such year (with any subjective performance criteria deemed achieved at target), as determined by the Board or the Compensation Committee consistent with other senior executives of the Company, which amount shall be prorated based on the actual number of days elapsed in such year prior to the Termination Date (payable at the same time it would have been paid pursuant to Section 3(c)); and (v) an amount equal to the after-tax cost of the premiums for continued health health, vision and dental insurance for Executive and/or Executive’s dependents in accordance with the Consolidated Budget Reconciliation Act of 1985 (“COBRA”) for the period commencing on the Termination Date and ending on the eighteen-month anniversary earlier of (A) the Termination Date date on which Executive’s COBRA period terminates or expires and (B) the date on which the Severance Period expires (payable in monthly installments during and concurrently with Executive’s COBRA period); provided that if Executive’s COBRA period is terminated prior to expiration of the Severance Period, then Executive shall be entitled to receive a lump sum payment within fifteen (IS) calendar days after written notice of such termination or expiration from Executive to the Board in an amount equal to the cost of the premiums for continued health, vision and dental insurance for Executive and/or Executive’s dependents in accordance with COBRA (assuming such continued insurance coverage remained available at the same monthly cost) for the period commencing on the date of such termination or expiration and ending on the date on which the Severance Period expires; and (iv) a lump sum payment from the Company within fifteen (15) calendar days after the Termination Date in an amount equal to the greater of (A) the maximum bonus amount to which Executive would be entitled under Section 3(c) with respect to the calendar year in which the Termination Date occurs, determined as if Executive, the Company and the Subsidiaries (as applicable) have exceeded all of the performance objectives and criteria specified in Executive’s bonus plan for such year, whether or not such objectives actually have been achieved as of the Termination Date, which amounts shall be prorated based on the actual number of days elapsed in such year prior to the Termination Date, and (B) if Executive’s bonus plan has not been determined for the calendar year in which the Termination Date occurs, the maximum bonus amount to which Executive would be entitled under Section 3(c) with respect to the calendar year that ended prior to the Termination Date, determined as if Executive, the Company and the Subsidiaries (as applicable) have exceeded all of the performance objectives and criteria specified in Executive’s bonus plan for such year, whether or not such objectives actually have been achieved as of the Termination Date, which amount shall be prorated based on the actual number of days elapsed in such year prior to the Termination Date; and (v) continued use of (and payment by the Company of all lease payments associated with) the automobile currently leased by the Company for Executive until the scheduled expiration date of that lease. Notwithstanding the foregoing, Executive shall not be entitled to receive the Severance Payment or any payments pursuant to Sections 4(b)(iii)-(v) (and Executive shall forfeit all rights to such payments) unless Executive has executed and delivered to the Company a general release substantially in form and substance as attached hereto as Exhibit A (the “General Release”), and such General Release remains in full force and effect, has not been revoked and is no longer subject to revocation, within sixty (60) days of the Termination Date, and Executive shall be entitled to receive the Severance Payment and such payments described in pursuant to Section 4(b)(iii) through 4(b)(v4(b)(iii)-(v) only so long as Executive has not breached any of the provisions of the General Release or Sections 5, 6,7 6 and 8 hereof, and all amounts payable and benefits or additional rights provided pursuant to Section 4(b)(iii) through 4(b)(v) shall only be payable if Executive delivers to 7 hereof (a “Fundamental Breach”). If the Company and does not revoke a general release of claims in favor of the Company in substantially the form attached on Exhibit B hereto; such release shall be General Release is executed and delivered (and no longer subject to revocationrevocation as provided in the preceding sentence, if applicablethen the following shall apply: (A) within sixty To the extent any such cash payment to be provided is not “deferred compensation” for purposes of Code Section 409A, then such payment shall commence upon the first scheduled payment date immediately after the date the General Release is executed and no longer subject to revocation (60) days the “Release Effective Date”). The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement applied as though such payments commenced immediately upon Executive’s termination of employment, and any payments made after the Release Effective Date shall continue as provided herein. The delayed payments shall in any event expire at the time such payments or benefits would have expired had such payments commenced immediately following Executive’s termination of employment. (B) To the extent any such cash payment to be provided is “deferred compensation” for purposes of Code Section 409A, then such payment shall be made or commence upon the sixtieth (60th) day following Executive’s termination of employment. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon Executive’s termination of employment, and any payments made after the sixtieth (60th) day following Executive’s termination of employment shall continue as provided herein. The delayed payments shall in any event expire at the time such payments or benefits would have expired had such payments commenced immediately following Executive’s termination of employment. Notwithstanding any other payment schedule provided herein to the contrary, if Executive is deemed on the Termination Date to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then any payment that is considered deferred compensation under Code Section 409A payable on account of a “separation from service” shall be made on the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive and (ii) the date of Executive’s death (the “Release RequirementDelay Period”)) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to the immediately preceding sentence (whether they otherwise would have been payable in a single sum or in installments in the absence of such delay) shall be paid to Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. In addition, if Executive is a “specified employee,” to the extent that welfare benefits to be provided to Executive pursuant to this Agreement are not “disability pay,” “death benefit” plans or non-taxable medical benefits within the meaning of Treasury Regulation Section 1.409A-1(a)(5) or other benefits not considered nonqualified deferred compensation within the meaning of that regulation, such provision of benefits shall be delayed until the end of the Delay Period. Notwithstanding the foregoing, to the extent that the previous sentence applies to the provision of any ongoing health or welfare benefits that would not be required to be delayed if the premiums were paid by Executive, Executive shall pay the full cost of the premiums for such benefits during the Delay Period and the Company shall pay Executive an amount equal to the amount of such premiums paid by Executive during the Delay Period within ten (10) days after the end of Delay Period.

Termination Without Cause or With Good Reason. If In the Employment Period is terminated by event the --------------------------------------------- Company without Cause terminates Executive's employment other than for Cause, death, or by disability, or in the event Executive with terminates his employment for Good Reason, then Executive shall be entitled to receive: (i) Executive’s unpaid Base Salary through the Termination Date (payable in accordance with Section 3(a)) and any accrued but unpaid cash bonus with respect to a completed performance period; (ii) payment in respect of any unused paid time off and sick pay of Executive in such amounts Reason as have accrued as of the Termination Date in accordance with the Company’s policies with respect thereto as in effect during the Employment Period, and reimbursement of any business expenses incurred by Executive but not reimbursed prior to the Termination Date in accordance with and reimbursable under the terms of the Company’s policies with respect thereto as in effect on the Termination Date (in each case, payable in a lump sum within ten (10) business days after the Termination Date) and all other payments, benefits or fringe benefits to which Executive shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement; (iii) an amount equal to the sum of Executive’s Base Salary and Target Bonus, payable in substantially equal installments in accordance with the Company’s general payroll practices (as in effect from time to time) during the 12-month period following the Termination Date; (iv) an amount equal to the actual annual cash bonus amount to which Executive would be entitled under Section 3(c) with respect to the calendar year in which the Termination Date occurs, determined based on achievement of the performance objectives specified in Executive’s bonus plan for such year (with any subjective performance criteria deemed achieved at target), as determined by the Board or the Compensation Committee consistent with other senior executives of the Company, which amount shall be prorated based on the actual number of days elapsed in such year prior to the Termination Date (payable at the same time it would have been paid pursuant to Section 3(c)); and (v) an amount equal to the after-tax cost of the premiums for continued health and dental insurance for Executive and/or Executive’s dependents in accordance with the Consolidated Budget Reconciliation Act of 1985 (“COBRA”) for the period commencing on the Termination Date and ending on the eighteen-month anniversary of the Termination Date (payable in monthly installments during and concurrently with Executive’s COBRA period). Notwithstanding the foregoingdefined below, Executive shall be entitled to receive such payments the earned but unpaid portion of any salary and bonus and any accrued but unused vacation through the Termination Date, and all vested accrued benefits to which the Executive or any of his dependents or beneficiaries is entitled under and plan described in Section 4(b)(iii2(d), plus continuation coverage under any applicable health benefit plans as required by law, with all amounts payable less standard withholdings for tax and social security purposes. In addition, Executive shall be entitled to the equivalent of 12 months' acceleration of option vesting, with all options so vested remaining exercisable for 180 days, plus: (i) through 4(b)(vIf such termination occurs within the first 18 months of Executive's employment, then Executive shall receive a lump-sum payment equivalent to two years' base salary and bonus at his then-current rate, less applicable withholdings and deductions; (ii) only so long If such termination occurs more than 18 but less than 24 months after the start of Executive's employment, then Executive shall receive the lump sum payment described in Section 4(d)(i) reduced by one month's base salary and bonus for each months of Executive's actual employment beyond the first 18 months; (iii) If such termination occurs after the first 24 months of Executive's employment, then Executive shall receive a lump-sum payment equivalent to 18 months' base salary and bonus at his then-current rate, less applicable withholdings and deductions, plus the equivalent of six months' acceleration of option vesting. Except as Executive has not breached set forth above, the Company shall have no further obligation to make any other payment or obligation of any kind whether under this Agreement or otherwise. For purposes of this Section, Good Reason shall mean the occurrence of any of the provisions following: (i) the material failure of Sections 5, 6,7 and 8 hereof, and all amounts payable and benefits the Company to perform a material obligation under this Agreement that remains uncured after 30 days following written notice thereof by Executive to the Company; (ii) repeated breach by the Company of any material obligation under this Agreement as to which Executive has previously given notice pursuant to the preceding clause; (iii) the Company's failure to grant Executive compensation increases or additional rights provided pursuant stock options on an equivalent basis as other Company executives where performance and merit are similar; (iv) material reduction in Executive's title, duties, responsibilities, or base and potential bonus compensation; or (v) involuntary relocation of the site of Executive's work without his consent to Section 4(b)(iii) through 4(b)(v) a location more than 15 miles from his current home. In the event of termination by Executive for Good Reason, the Termination Date shall only be payable if Executive delivers the date upon which written notice is given to the Company and does not revoke a general release of claims in favor by Executive of the Company in substantially the form attached on Exhibit B hereto; circumstances leading to such release shall be executed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following Executive’s termination (the “Release Requirement”)termination.

Termination Without Cause or With Good Reason. If the Employment Period is terminated by the Company without Cause or by Executive with Good Reason, then Executive shall be entitled to receive: (i) Executive’s unpaid Base Salary through the Termination Date (payable in accordance with Section 3(a)) and any accrued but unpaid cash bonus with respect to a completed performance period; (ii) payment in respect of any unused paid time off and sick pay of Executive in such amounts as have accrued as of the Termination Date in accordance with the Company’s policies with respect thereto as in effect during the Employment Period, and reimbursement of any business expenses incurred by Executive but not reimbursed prior to the Termination Date in accordance with and reimbursable under the terms of the Company’s policies with respect thereto as in effect on the Termination Date (in each case, payable in a lump sum within ten (10) business days after the Termination Date) and all other payments, benefits or fringe benefits to which Executive shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement; (iii) an amount equal to the sum of Executive’s Base Salary and Target Bonus, payable in substantially equal installments in accordance with the Company’s general payroll practices (as in effect from time to time) during the 12-month period following the Termination Date; (iv) an amount equal to the actual annual cash bonus amount to which Executive would be entitled under Section 3(c) with respect to the calendar year in which the Termination Date occurs, determined based on achievement of the performance objectives specified in Executive’s bonus plan for such year (with any subjective performance criteria deemed achieved at target), as determined by the Board or the Compensation Committee consistent with other senior executives of the Company, which amount shall be prorated based on the actual number of days elapsed in such year prior to the Termination Date (payable at the same time it would have been paid pursuant to Section 3(c)); and (v) an amount equal to the after-tax cost of the premiums for continued health and dental insurance for Executive and/or Executive’s dependents in accordance with the Consolidated Budget Reconciliation Act of 1985 (“COBRA”) for the period commencing on the Termination Date and ending on the eighteen-month anniversary of the Termination Date (payable in monthly installments during and concurrently with Executive’s COBRA period). Notwithstanding the foregoing, Executive shall be entitled to receive such payments described in Section 4(b)(iii) through 4(b)(v4(b)(vii) only so long as Executive has not breached any of the provisions of Sections 5, 6,7 6 and 8 7 hereof, and all amounts payable and benefits or additional rights provided pursuant to Section 4(b)(iii) through 4(b)(v4(b)(vii) shall only be payable if Executive delivers to the Company and does not revoke a general release of claims in favor of the Company in substantially the form attached on Exhibit B hereto; such release shall be executed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following Executive’s termination (the “Release Requirement”).

Termination Without Cause or With Good Reason. If the Employment Period is terminated by the Company without Cause or by Executive with Good Reason, then Executive shall be entitled to receive: (i) Executive’s unpaid Base Salary through the Termination Date (payable in accordance with Section 3(a)) and any accrued but unpaid cash bonus with respect to a completed performance period, or such earlier date required by law); (ii) an amount equal to the actual annual cash bonus amount to which Executive would be entitled under Section 3(b) with respect to the calendar year in which the Termination Date occurs, determined based on achievement of the performance objectives specified in Executive’s bonus plan for such year, as determined by the Board or the Compensation Committee in its sole discretion, which amount shall be prorated based on the actual number of days elapsed in such year prior to the Termination Date (payable at the same time it would have been paid pursuant to Section 3(b)); (iii) an amount equal to one (1) times the target annual cash bonus amount to which Executive would be entitled under Section 3(b) with respect to the calendar year in which the Termination Date occurs, determined as if Executive, Acadia and the Subsidiaries have achieved all of the performance objectives specified in Executive’s bonus plan for such year at the target level, whether or not such objectives actually have been achieved as of the Termination Date (payable in a lump sum within ten (10) business days after the Termination Date); (iv) an amount equal to twelve (12) months of Executive’s Base Salary as in effect on the Termination Date (such 12-month period, the “Severance Period”), (payable in a lump sum within ten (10) business days after the Termination Date); (v) payment of the Annual Bonus for the prior year, as well as the Cash Award under Section 3(c), to the extent not previously paid; (vi) payment in respect of any unused paid time off and sick pay of Executive in such amounts as have accrued as of the Termination Date in accordance with the Company’s policies with respect thereto as in effect during the Employment Period, and reimbursement of any business expenses incurred by Executive but not reimbursed prior to the Termination Date in accordance with and reimbursable under the terms of the Company’s policies with respect thereto as in effect on the Termination Date (in each case, payable in a lump sum within ten (10) business days after the Termination Date) and all other payments, benefits or fringe benefits to which Executive shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement;); and (iiivii) an amount equal to the sum of Executive’s Base Salary and Target Bonus, payable in substantially equal installments in accordance with the Company’s general payroll practices (as in effect from time to time) during the 12-month period following the Termination Date; (iv) an amount equal to the actual annual cash bonus amount to which Executive would be entitled under Section 3(c) with respect to the calendar year in which the Termination Date occurs, determined based on achievement of the performance objectives specified in Executive’s bonus plan for such year (with any subjective performance criteria deemed achieved at target), as determined by the Board or the Compensation Committee consistent with other senior executives of the Company, which amount shall be prorated based on the actual number of days elapsed in such year prior to the Termination Date (payable at the same time it would have been paid pursuant to Section 3(c)); and (v) an amount equal to the after-tax cost of the premiums for continued health and dental insurance for Executive and/or Executive’s dependents in accordance with the Consolidated Budget Reconciliation Act of 1985 (“COBRA”) for the period commencing on the Termination Date and ending on the eighteen-month anniversary of date on which the Termination Date Severance Period expires (payable in monthly installments during and concurrently with Executive’s COBRA period); provided that if Executive’s COBRA period is terminated or expires prior to expiration of the Severance Period, then Executive shall be entitled to continue to receive an amount equal to the cost of the premiums for continued health and dental insurance for Executive and/or Executive’s dependents in accordance with COBRA (assuming such continued insurance coverage remained available at the same monthly cost) for the period commencing on the date of such termination or expiration and ending on the date on which the Severance Period expires. (viii) all equity and equity-based awards granted to Executive during the Employment Period (the “Equity Awards”) shall be treated as set forth below: (A) the Equity Awards subject to time-based vesting requirements will be deemed fully vested on the Termination Date; and (B) the Equity Awards subject to performance-based vesting requirements will remain outstanding and eligible to vest based on actual achievement of the applicable performance conditions, subject to the terms and conditions set forth in the applicable award agreement and/or governing documentation. Notwithstanding the foregoing, Executive shall not be entitled to receive such payments described the benefits provided for in Section 4(b)(iiiSections 4(b)(ii) through 4(b)(v– 4(b)(viii) only so long above unless and until Executive signs and delivers and does not revoke the General Release substantially in the form attached hereto as Exhibit B; and provided further that Executive has not breached any of the provisions of Sections 5, 6,7 6 and 8 7 hereof, and all amounts payable and benefits or additional rights provided pursuant to Section 4(b)(iii) through 4(b)(v) shall only be payable if Executive delivers to the Company and does not revoke a general release of claims in favor of the Company in substantially the form attached on Exhibit B hereto; such release shall be executed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following Executive’s termination (the “Release Requirement”).

Termination Without Cause or With Good Reason. If the Employment Period is terminated by (i) in breach of this Agreement, the Company without shall terminate the Employee's employment other than (A) for Cause or by Executive with ('3) because of Disability or (ii) the Employee shall terminate his employment for Good Reason, then Executive shall be entitled to receive; then: (i1) Executive’s unpaid Base Salary The Company shall pay the Employee his salary and a pro rata portion of the bonus specified in Section 2(b) hereof based upon the bonus paid in respect of the preceding year) through the Termination Date (payable in accordance with Section 3(a)) and any accrued but all other unpaid cash bonus with respect and pro rata amounts to a completed performance period; (ii) payment in respect of any unused paid time off and sick pay of Executive in such amounts as have accrued which the Employee is entitled as of the Termination Date in accordance with the Company’s policies with respect thereto as in effect during the Employment Period, and reimbursement of under any business expenses incurred by Executive but not reimbursed prior to the Termination Date in accordance with and reimbursable under the terms compensation plan or program of the Company’s policies with respect thereto , including, without limitation, any incentive performance bonus and all accrued va~4tiOn time; (2) The Company shall pay as liquidated damages to the Employee, and in effect on the Termination Date (in each case, payable in a lump sum within ten (10) business days lieu of any further salary payments hereunder for periods after the Termination Date) and all other payments, benefits or fringe benefits to which Executive shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement; Employee's then current salary (iii) an amount equal to the sum of Executive’s Base Salary and Target Bonus, payable in substantially equal installments in accordance with the Company’s general 's normal payroll practices practices) for the remainder of the scheduled term of employment and the product of (as A) the sum of (i) the Employee's annual bonus specified in effect from time to timeSection 2(b) during hereof (based upon the 12-month period following bonus paid in respect of the Termination Date; preceding year) and (ivii) an the maximum annual bonus amount equal that could have been paid to the actual annual cash Employee under the Company's performance incentive bonus amount to which Executive would be entitled under Section 3(c) with respect to plan for the calendar year in which the Termination Date occurs, determined based on achievement and (B) the number of years (and any fraction of a year) remaining in the term of this Agreement under Section 5 hereof as of the performance objectives specified in Executive’s bonus plan for such year (with any subjective performance criteria deemed achieved at target), as determined by the Board or the Compensation Committee consistent with other senior executives of the CompanyTermination Date, which amount shall be prorated based payable in equal monthly installments during the remainder of the scheduled term of employment; (3) In addition to the liquidated amounts that &e payable to the Employee, the following shall apply: (A) the Employee shall continue to participate in, and accrue benefits under, all retirement, pension, profit sharing, employee stock ownership, thrift and other deferred compensation plans of the Company for the remaining term of this Agreement as if the tenn1.~ation of employment of the Employee had not occurred (with the Employee being deemed to receive annually for the purposes of such plans the Employee's then current salary and bonus (at the time of his termination) under Section 2(a) and (b) of this Agreement), except to the extent that such continued participation and accrual is expressly prohibited by law or to the extent such plan constitutes a "qualified plan" under Section 401 of the Internal Revenue Code of 1986, as amended ("Code"), by the terms of the plan, in which case the Company shall provide the Employee a substantially equivalent, unfunded, non-qualified benefit; (B) the Employee shall be entitled to continue to receive all other employee benefits and then existing fringe benefits referred to in Section 4(a) and (b) hereof for the remaining term of this Agreement as if the termination of employment had not occurred; and (C) all insurance or other provisions for indemnification, defense or hold-harmless of officers or directors of the Company that are in effect on the actual number date the Notice of days elapsed in such year prior Termination is sent to the Termination Date (payable at Employee shall continue for the same time it would have been paid pursuant benefit of the Employee with respect to Section 3(c))all of his acts and omissions while an officer or director as fully and completely as if such termination had not occurred, and until the final expiration or running of all periods of limitation against action which may be applicable to such acts or omissions; and (v4) an The liquidated amount equal to and other benefits provided for in this Section 8(c) shall not be reduced by any compensation or benefits that the after-tax cost Employee may receive for other employment with another employer or through self employment after termination of the premiums for continued health and dental insurance for Executive and/or Executive’s dependents in accordance employment with the Consolidated Budget Reconciliation Act of 1985 (“COBRA”) for the period commencing on the Termination Date and ending on the eighteen-month anniversary of the Termination Date (payable in monthly installments during and concurrently with Executive’s COBRA period). Notwithstanding the foregoing, Executive shall be entitled to receive such payments described in Section 4(b)(iii) through 4(b)(v) only so long as Executive has not breached any of the provisions of Sections 5, 6,7 and 8 hereof, and all amounts payable and benefits or additional rights provided pursuant to Section 4(b)(iii) through 4(b)(v) shall only be payable if Executive delivers to the Company and does not revoke a general release of claims in favor of the Company in substantially the form attached on Exhibit B hereto; such release shall be executed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following Executive’s termination (the “Release Requirement”)Company.

Termination Without Cause or With Good Reason. If the Employment Period your employment with Bancorp is terminated (other than for Disability or upon your death) by the Company Bancorp without Cause or by Executive you with Good Reason, then Executive subject to the limitations set forth in Sections 7 and 12, Bancorp shall be entitled to receive:pay you, upon demand, the following amounts ("Severance Payments"): (i) Executive’s unpaid Base Salary your full base salary through the Date of Termination Date (payable at the rate in accordance with Section 3(a)) and any accrued but unpaid cash bonus with respect to a completed performance period;effect on the date the Change in Control occurs; 10 Mr. Xxxxx X. Xxxxxxx - 10 - June 23, 1995 (ii) payment in respect lieu of any unused paid time off and sick pay of Executive in such amounts as have accrued as of the Termination Date in accordance with the Company’s policies with respect thereto as in effect during the Employment Period, and reimbursement of any business expenses incurred by Executive but not reimbursed prior further salary payments to you for periods subsequent to the Termination Date in accordance with and reimbursable under of Termination, an amount of severance pay equal to three times the terms sum of (A) your annual base salary, at the Company’s policies with respect thereto as rate in effect on the Termination Date date the Change in Control occurs, plus (B) the average annual incentive compensation (if any) paid to you or accrued to your benefit (prior to any deferrals) in each case, payable respect of the two fiscal years last ended prior to the fiscal year in a lump sum within ten (10) business days after which the Termination Date) and all other payments, benefits or fringe benefits to which Executive shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this AgreementChange in Control occurs; (iii) an amount equal all legal fees and expenses incurred by you as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to the sum of Executive’s Base Salary and Target Bonus, payable in substantially equal installments in accordance with the Company’s general payroll practices (as in effect from time to time) during the 12-month period following the Termination Date; (iv) an amount equal to the actual annual cash bonus amount to which Executive would be entitled under Section 3(c) with respect to the calendar year in which the Termination Date occurs, determined based on achievement of the performance objectives specified in Executive’s bonus plan for such year (with obtain or enforce any subjective performance criteria deemed achieved at target), as determined right or benefit provided by the Board or the Compensation Committee consistent with other senior executives of the Company, which amount shall be prorated based on the actual number of days elapsed in such year prior to the Termination Date (payable at the same time it would have been paid pursuant to Section 3(c)this Agreement); and (viv) an reimbursement in full of all reasonable amounts paid or incurred by you for outplacement services in connection with obtaining other employment. The amount equal of Severance Payments otherwise payable pursuant to the after-tax cost of the premiums for continued health and dental insurance for Executive and/or Executive’s dependents in accordance with the Consolidated Budget Reconciliation Act of 1985 (“COBRA”) for the period commencing on the Termination Date and ending on the eighteen-month anniversary of the Termination Date (payable in monthly installments during and concurrently with Executive’s COBRA period). Notwithstanding the foregoing, Executive this Agreement shall be entitled reduced by (A) amounts payable to receive such you pursuant to Bancorp's Severance Benefits Plan or any successor plan providing severance benefits to Bancorp employees and (B) amounts payable to you (after any adjustment or reduction to reflect payments described in Section 4(b)(iiiclause (A)) through 4(b)(v) only so long as Executive has not breached salary continuation and incentive compensation pursuant to any employment agreement between you and Bancorp which is in effect as of the provisions Date of Sections 5Termination. The payments provided for in this paragraph shall be made not later than the fifth day following the Date of Termination; provided, 6,7 and 8 hereofhowever, that if the amounts of such payments cannot be finally determined on or before such day, Bancorp shall pay to you on such day an estimate, as determined in good faith by Bancorp, of the minimum amount of such payments, and all amounts payable and benefits or additional rights provided pursuant to Section 4(b)(iiishall pay the remainder of such payments (together with interest at the rate of 10 percent per annum) through 4(b)(v) shall only as soon as the amount thereof can be payable if Executive delivers to determined but in no event later than the Company and does not revoke a general release 30th day after the Date of claims in favor Termination. In the event that the amount of the Company in substantially estimated 11 Mr. Xxxxx X. Xxxxxxx - 11 - June 23, 1995 payments exceeds the form attached amount subsequently determined to have been due, such excess shall constitute a loan by Bancorp to you, payable on Exhibit B hereto; such release shall be executed and delivered the fifth day after demand by Bancorp (and no longer subject to revocation, if applicable) within sixty (60) days following Executive’s termination (together with interest at the “Release Requirement”rate of 10 percent per annum).

Termination Without Cause or With Good Reason. If the Employment Period Executive's employment with Employer is terminated (other than for Disability or upon Executive's death) by the Company Employer without Cause or by Executive with Good Reason, then Executive subject to the limitations set forth in Section 6 and Section 10, Employer shall be entitled to receive:pay Executive, upon demand, the following amounts ("Severance Payments"): (i) Executive’s unpaid Base Salary 's full base salary through the Date of Termination Date (payable at the rate in accordance with Section 3(a)) and any accrued but unpaid cash bonus with respect to a completed performance periodeffect on the date the Change in Control occurs; (ii) payment in respect lieu of any unused paid time off and sick pay of further salary payments to Executive in such amounts as have accrued as of the Termination Date in accordance with the Company’s policies with respect thereto as in effect during the Employment Period, and reimbursement of any business expenses incurred by Executive but not reimbursed prior for periods subsequent to the Termination Date in accordance with and reimbursable under of Termination, an amount of severance pay equal to two times the terms sum of (A) Executive's annual base salary, at the Company’s policies with respect thereto as rate in effect on the Termination Date date the Change in Control occurs, plus (B) the average annual incentive compensation (if any) paid to Executive or accrued to Executive's benefit (prior to any deferrals) in each case, payable respect of the two fiscal years last ended prior to the fiscal year in a lump sum within ten (10) business days after which the Termination Date) and all other payments, benefits or fringe benefits to which Executive shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this AgreementChange in Control occurs; (iii) an amount equal all reasonable legal fees and expenses incurred by Executive as a result of such termination (including all such reasonable fees and expenses, if any, incurred in contesting or disputing in good faith any such termination or in seeking in good faith to the sum of Executive’s Base Salary and Target Bonus, payable in substantially equal installments in accordance with the Company’s general payroll practices (as in effect from time to time) during the 12-month period following the Termination Date; (iv) an amount equal to the actual annual cash bonus amount to which Executive would be entitled under Section 3(c) with respect to the calendar year in which the Termination Date occurs, determined based on achievement of the performance objectives specified in Executive’s bonus plan for such year (with obtain or enforce any subjective performance criteria deemed achieved at target), as determined right or benefit provided by the Board or the Compensation Committee consistent with other senior executives of the Company, which amount shall be prorated based on the actual number of days elapsed in such year prior to the Termination Date (payable at the same time it would have been paid pursuant to Section 3(c)this Agreement); and (viv) an reimbursement in full of all reasonable amounts paid or incurred by Executive for outplacement services in connection with obtaining other employment. The amount equal of Severance Payments otherwise payable pursuant to the after-tax cost of the premiums for continued health and dental insurance for Executive and/or Executive’s dependents in accordance with the Consolidated Budget Reconciliation Act of 1985 (“COBRA”) for the period commencing on the Termination Date and ending on the eighteen-month anniversary of the Termination Date (payable in monthly installments during and concurrently with Executive’s COBRA period). Notwithstanding the foregoing, Executive this Agreement shall be entitled reduced by (A) amounts payable to receive such Executive pursuant to any plan providing severance benefits to Employer's employees and (B) amounts payable to Executive (after any adjustment or reduction to reflect payments described in Section 4(b)(iiiclause (A)) through 4(b)(v) only so long as salary continuation and incentive compensation pursuant to any employment agreement between Executive has not breached any and Employer which is in effect as of the provisions Date of Sections 5Termination. The payments provided for in this paragraph shall be made not later than the fifth day following the Date of Termination; provided, 6,7 and 8 hereofhowever, that if the amounts of such payments cannot be finally determined on or before such day, Employer shall pay to Executive on such day an estimate, as determined in good faith by Employer, of the minimum amount of such payments, and all amounts payable and benefits or additional rights provided pursuant to Section 4(b)(iii) through 4(b)(v) shall only be payable if Executive delivers to pay the Company and does not revoke a general release remainder of claims in favor of such payments (together with interest at the Company in substantially the form attached on Exhibit B hereto; such release shall be executed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following Executive’s termination (the “Release Requirement”).rate of

Termination Without Cause or With Good Reason. If In the Employment Period event that Executive’s employment is terminated by the Company QTS LLC without Cause or by Executive with for Good Reason, then Executive shall be entitled to receive: (ia) Executive’s unpaid Base Salary through QTS LLC shall pay all Accrued Obligations to Executive in a lump sum in cash within twenty (20) days after the Termination Date (payable in accordance with Section 3(a)) and any accrued but unpaid cash bonus with respect to a completed performance periodor on such earlier date required by law; (iib) payment QTS LLC shall pay to Executive, in respect of a lump sum in cash within twenty (20) days after the Termination Date or on such earlier date required by law, any unused performance bonus or discretionary bonus under Section 2.2 that has been earned or declared for a bonus period ending before the Termination Date but not paid time off before the Termination Date; (c) If not previously vested in full, the Equity Award and sick pay of any other equity awards granted to Executive in such amounts as have accrued following the date hereof shall fully vest as of the Termination Date Date; (d) QTS LLC shall pay to Executive, in accordance with a lump sum in cash on the Company’s policies with respect thereto as in effect during the Employment Period, and reimbursement of any business expenses incurred by Executive but not reimbursed prior to first payroll date following sixty (60) days after the Termination Date in accordance with and reimbursable under the terms of the CompanyDate, an amount equal to two (2) times Executive’s policies with respect thereto annual salary as in effect on the Termination Date Date; (in each casee) QTS LLC shall pay to Executive, payable in a lump sum within ten in cash on the first payroll date following sixty (1060) business days after the Termination Date) and all other payments, benefits or fringe benefits to which Executive shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement; (iii) Date an amount equal to the sum of two (2) times Executive’s Base Salary and Target Bonus, payable in substantially equal installments in accordance with the Company’s general payroll practices Annual Bonus (as defined below) for the year in effect from time which the termination occurs; and (f) QTS LLC shall, to timethe extent permitted by law or the terms of such health insurance plans, continue to cover Executive and Executive’s Family under the Quality Companies’ health insurance plans that covered such individuals immediately prior to the Termination Date for up to twenty-four (24) during the 12-month period months following the Termination Date; (iv) an amount equal , or, to the actual annual cash bonus amount extent the same is not so permitted, pay or reimburse the cost of substantially similar coverage for Executive and his Family for up to which twenty-four (24) months following the Termination Date. To the extent the same is not so permitted by law or the terms of its health insurance plans, the Company shall provide Extended Family Coverage to Executive’s Extended Family for up to twenty-four (24) months following the Termination Date, and Executive would shall reimburse the Company for such Extended Family Coverage in the manner provided in Section 3.2. Any reimbursement under this Section 4.3.2(f) that is taxable to Executive or any of his Family members shall be entitled under Section 3(cmade (subject to the provisions of such health care plans that may require earlier payment) with respect to by December 31 of the calendar year following the calendar year in which Executive or any member of Executive’s Family incurred the Termination Date occurs, determined based on achievement expense. Executive shall provide appropriate HIPPA releases necessary to determine cost and reimbursement requirements associated with Family and Extended Family coverage. QTS LLC’s delivery of any notice under Section 1.2 of this Agreement that the Agreement will not be renewed and any subsequent termination of Executive’s employment at the expiration of such Term of the performance objectives specified in Executive’s bonus plan for such year (with any subjective performance criteria deemed achieved at target)Agreement shall not be considered a termination without Cause, as determined by the Board or the Compensation Committee consistent with other senior executives of the Company, which amount shall be prorated based on the actual number of days elapsed in such year prior to the Termination Date (payable at the same time it would have been paid pursuant to Section 3(c)); and (v) an amount equal to the after-tax cost of the premiums for continued health and dental insurance for Executive and/or Executive’s dependents in accordance with the Consolidated Budget Reconciliation Act of 1985 (“COBRA”) for the period commencing on the Termination Date and ending on the eighteen-month anniversary of the Termination Date (payable in monthly installments during and concurrently with Executive’s COBRA period). Notwithstanding the foregoing, Executive shall not be entitled to receive any payments or benefits under this Section 4.3.2 under such payments described in Section 4(b)(iii) through 4(b)(v) only so long as Executive has not breached any of the provisions of Sections 5, 6,7 and 8 hereof, and all amounts payable and benefits or additional rights provided pursuant to Section 4(b)(iii) through 4(b)(v) shall only be payable if Executive delivers to the Company and does not revoke a general release of claims in favor of the Company in substantially the form attached on Exhibit B hereto; such release shall be executed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following Executive’s termination (the “Release Requirement”)circumstance.

Termination Without Cause or With Good Reason. If the Employment Period is terminated by the Company without Cause or by Executive with Good Reason, then Executive shall be entitled to receive: (i) Executive’s unpaid Base Salary through the Termination Date (payable in accordance with Section 3(a)) and any accrued but unpaid cash bonus with respect to a completed performance period); (ii) an amount equal to the actual annual cash bonus amount to which Executive would be entitled under Section 3(c) with respect to the calendar year in which the Termination Date occurs, determined based on achievement of the performance objectives specified in Executive’s bonus plan for such year, as determined by the Board or the Compensation Committee in its sole discretion (provided such discretion would not have resulted in the payment failing to be considered performance-based compensation under Code Section 162(m) if the Executive were a covered employee), which amount shall be prorated based on the actual number of days elapsed in such year prior to the Termination Date (payable at the same time it would have been paid pursuant to Section 3(c)); (iii) an amount equal to three (3) times the target annual cash bonus amount to which Executive would be entitled under Section 3(c) with respect to the calendar year in which the Termination Date occurs, determined as if Executive, Acadia and the Subsidiaries have achieved all of the performance objectives specified in Executive’s bonus plan for such year at the target level, whether or not such objectives actually have been achieved as of the Termination Date (payable in a lump sum within ten (10) business days after the Termination Date); (iv) an amount equal to thirty-six (36) months of Executive’s Base Salary as in effect on the Termination Date (such 36-month period, the “Severance Period”), (payable in a lump sum within ten (10) business days after the Termination Date); (v) payment in respect of any unused paid time off and sick pay of Executive in such amounts as have accrued as of the Termination Date in accordance with the Company’s policies with respect thereto as in effect during the Employment Period, and reimbursement of any business expenses incurred by Executive but not reimbursed prior to the Termination Date in accordance with and reimbursable under the terms of the Company’s policies with respect thereto as in effect on the Termination Date (in each case, payable in a lump sum within ten (10) business days after the Termination Date) and all other payments, benefits or fringe benefits to which Executive shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement); (iiivi) an amount equal to the sum of Executive’s Base Salary and Target Bonus, payable in substantially equal installments in accordance with the Company’s general payroll practices (as in effect from time to time) during the 12-month period following the Termination Date; (iv) an amount equal to the actual annual cash bonus amount to which Executive would be entitled under Section 3(c) with respect to the calendar year in which the Termination Date occurs, determined based on achievement of the performance objectives specified in Executive’s bonus plan for such year (with any subjective performance criteria deemed achieved at target), as determined by the Board or the Compensation Committee consistent with other senior executives of the Company, which amount shall be prorated based on the actual number of days elapsed in such year prior to the Termination Date (payable at the same time it would have been paid pursuant to Section 3(c)); and (v) an amount equal to the after-tax cost of the premiums for continued health and dental insurance for Executive and/or Executive’s dependents in accordance with the Consolidated Budget Reconciliation Act of 1985 (“COBRA”) for the period commencing on the Termination Date and ending on the eighteen-month anniversary of date on which the Termination Date Severance Period expires (payable in monthly installments during and concurrently with Executive’s COBRA period); provided that if Executive’s COBRA period is terminated or expires prior to expiration of the Severance Period, then Executive shall be entitled to continue to receive an amount equal to the cost of the premiums for continued health and dental insurance for Executive and/or Executive’s dependents in accordance with COBRA (assuming such continued insurance coverage remained available at the same monthly cost) for the period commencing on the date of such termination or expiration and ending on the date on which the Severance Period expires; (vii) cause each stock option of Executive, to the extent that it shall not otherwise have become vested and exercisable, to automatically become fully and immediately vested and exercisable, without regard to any otherwise applicable vesting requirement; and (viii) cause each restricted stock or other equity-based award of Executive, to the extent that it shall not otherwise have become vested and exercisable, to automatically become fully and immediately vested and exercisable, without regard to any otherwise applicable vesting requirement, and all forfeiture and transfer restrictions thereon shall lapse. Notwithstanding the above, in the case of an equity-based incentive other than an option or stock appreciation right (e.g., a grant of performance-based shares) where such incentive was intended to qualify as performance-based compensation under Code Section 162(m), the forfeiture restrictions related to pre-established goals shall not lapse until the results of the related goals have been determined and certified by the Compensation Committee. Notwithstanding the foregoing, Executive shall be entitled to receive such payments described in Section 4(b)(iii) through 4(b)(v) only so long as Executive has not breached any of the provisions of Sections 5, 6,7 6 and 8 7 hereof. Notwithstanding any other payment schedule provided herein to the contrary, if Executive is deemed on the Termination Date to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then any payment that is considered deferred compensation under Code Section 409A payable on account of a “separation from service” shall be made on the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive and (ii) the date of Executive’s death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to the immediately preceding sentence (whether they otherwise would have been payable in a single sum or in installments in the absence of such delay) shall be paid to Executive in a lump sum, and all amounts payable and remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. In addition, if Executive is a “specified employee,” to the extent that welfare benefits or additional rights to be provided to Executive pursuant to this Agreement are not “disability pay,” “death benefit” plans or non-taxable medical benefits within the meaning of Treasury Regulation Section 4(b)(iii1.409A-1(a)(5) through 4(b)(v) or other benefits not considered nonqualified deferred compensation within the meaning of that regulation, such provision of benefits shall only be payable if Executive delivers delayed until the end of the Delay Period. Notwithstanding the foregoing, to the Company and does extent that the previous sentence applies to the provision of any ongoing health or welfare benefits that would not revoke a general release of claims in favor be required to be delayed if the premiums were paid by Executive, Executive shall pay the full cost of the premiums for such benefits during the Delay Period and the Company in substantially shall pay Executive an amount equal to the form attached on Exhibit B hereto; amount of such release shall be executed and delivered premiums paid by Executive during the Delay Period within ten (and no longer subject to revocation, if applicable) within sixty (6010) days following Executive’s termination (after the “Release Requirement”)end of Delay Period.

Termination Without Cause or With Good Reason. (i) If the Employment Period Executive’s employment is terminated by Intervoice for any reason other than death, Inability to Perform, or Cause, or is terminated by the Company without Cause or by Executive with for Good Reason, then Intervoice will continue to pay to the Executive, at the time and in the manner provided in Paragraph 7(e)(ii), his Base Salary for 18 months from the Employment Termination Date if, within 60 days after the Employment Termination Date, the Executive shall be entitled has signed a general release agreement in a form acceptable to receiveIntervoice and the Executive does not revoke such an agreement; provided, however, that Intervoice’s obligation under this Paragraph 7(e) is limited as follows: (iA) ExecutiveIf, in the reasonable judgment of Intervoice, the Executive engages in any conduct that violates Paragraph 8 or engages in any of the Restricted Activities described in Paragraph 9, Intervoice’s unpaid Base Salary through obligation to make payments to the Termination Date Executive under this Paragraph 7(e), if any such obligation remains, shall end as of the date Intervoice so notifies the Executive in writing; and (payable in accordance B) if the Executive is arrested or indicted for any felony, other criminal offense punishable by imprisonment or jail term of one year or more, or any violation of federal or state securities laws, or has any civil enforcement action brought against him by any regulatory agency, for actions or omissions related to his employment with Section 3(a)Intervoice or any of its Affiliates, or if Intervoice reasonably believes that the Executive has committed any act or omission that would have entitled Intervoice to terminate his employment for Cause, whether such act or omission was committed during his employment with Intervoice or any of its Affiliates or thereafter, Intervoice may suspend any payments remaining under this Paragraph 7(e) and any accrued but unpaid cash bonus until the final resolution of such criminal or civil proceedings or until such earlier date on which the Board has made a final determination as to whether the Executive committed such an act or omission. If the Executive is found guilty or enters into a plea agreement, consent decree, or similar arrangement with respect to any such criminal or civil proceedings, or if the Board determines that the Executive has committed such an act or omission, (1) Intervoice’s obligation to provide the payments set out in this Paragraph 7(e) shall immediately end, and (2) the Executive shall repay to Intervoice any amounts paid to him pursuant to this Paragraph 7(e) within 30 days after a completed performance period;written request to do so by Intervoice. If any such criminal or civil proceedings do not result in a finding of guilt or the entry of a plea agreement or consent decree or similar arrangement, or the Board determines that the Executive has not committed such an act or omission, Intervoice shall pay to the Executive any payments that it has suspended, with interest on such suspended payments at its cost of funds, and shall make any remaining payments due under this Paragraph 7(e). (ii) payment The Base Salary payments provided for under this Paragraph 7(e) shall be paid at the time and in respect the manner such Base Salary would have been paid had there been no termination of any unused paid time off and sick pay of Executive in employment unless such amounts as have accrued as payments may not be begun before the date that is six months after the date of the Termination Date in accordance with Executive’s separation from service (or, if earlier, the Company’s policies with respect thereto as in effect during the Employment Period, and reimbursement date of any business expenses incurred by Executive but not reimbursed prior to the Termination Date in accordance with and reimbursable under the terms death of the Company’s policies with respect thereto Executive) as provided in effect on the Termination Date (in each case, payable in a lump sum within ten (10Section 409A(a)(2) business days after the Termination Date) and all other payments, benefits or fringe benefits to which Executive shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement; (iii) an amount equal to the sum of Executive’s Base Salary and Target Bonus, payable in substantially equal installments in accordance with the Company’s general payroll practices (as in effect from time to time) during the 12-month period following the Termination Date; (iv) an amount equal to the actual annual cash bonus amount to which Executive would be entitled under Section 3(c) with respect to the calendar year in which the Termination Date occurs, determined based on achievement of the performance objectives specified Internal Revenue Code of 1986, as amended (the “Code”) in Executive’s bonus plan for such year (with any subjective performance criteria deemed achieved at target)order to meet the requirements of Section 409A of the Code, as determined by Intervoice in its sole judgment, in which case the Board or the Compensation Committee consistent with other senior executives sum of the Company, which amount payments that otherwise would have been made during such six-month period shall be prorated based on paid in a single lump-sum payment as soon as administratively practicable following the actual number date that is six months after the date of days elapsed in such year prior to the Termination Date Executive’s separation from service (payable or, if earlier, the date of death of the Executive) and any remaining payments provided for under this Paragraph 7(e) shall be paid at the same time it and in the manner such Base Salary would have been paid pursuant to Section 3(c)); and (v) an amount equal to the after-tax cost had there been no termination of the premiums for continued health and dental insurance for Executive and/or Executive’s dependents in accordance with the Consolidated Budget Reconciliation Act of 1985 (“COBRA”) for the period commencing on the Termination Date and ending on the eighteen-month anniversary of the Termination Date (payable in monthly installments during and concurrently with Executive’s COBRA period). Notwithstanding the foregoing, Executive shall be entitled to receive such payments described in Section 4(b)(iii) through 4(b)(v) only so long as Executive has not breached any of the provisions of Sections 5, 6,7 and 8 hereof, and all amounts payable and benefits or additional rights provided pursuant to Section 4(b)(iii) through 4(b)(v) shall only be payable if Executive delivers to the Company and does not revoke a general release of claims in favor of the Company in substantially the form attached on Exhibit B hereto; such release shall be executed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following Executive’s termination (the “Release Requirement”)employment.

Termination Without Cause or With Good Reason. If the Employment Period is terminated by the Company without Cause or by Executive with Good Reason, then Executive shall be entitled to receive: (i) Executive’s unpaid Base Salary through the Termination Date (payable in accordance with Section 3(a)) and any accrued but unpaid cash bonus with respect to a completed performance period); (ii) an amount equal to the actual annual cash bonus amount to which Executive would be entitled under Section 3(c) with respect to the calendar year in which the Termination Date occurs, determined based on achievement of the performance objectives specified in Executive’s bonus plan for such year, as determined by the Board or the Compensation Committee in its sole discretion (provided such discretion would not have resulted in the payment failing to be considered performance-based compensation under Code Section 162(m) if the Executive were a covered employee), which amount shall be prorated based on the actual number of days elapsed in such year prior to the Termination Date (payable at the same time it would have been paid pursuant to Section 3(c)); an amount equal to two (2) times the target annual cash bonus amount to which Executive would be entitled under Section 3(c) with respect to the calendar year in which the Termination Date occurs, determined as if Executive, Acadia and the Subsidiaries have achieved all of the performance objectives specified in Executive’s bonus plan for such year at the target level, whether or not such objectives actually have been achieved as of the Termination Date (payable in a lump sum within ten (10) business days after the Termination Date); an amount equal to twenty-four (24) months of Executive’s Base Salary as in effect on the Termination Date (such 24-month period, the “Severance Period”), (payable in a lump sum within ten (10) business days after the Termination Date); (iii) payment in respect of any unused paid time off and sick pay of Executive in such amounts as have accrued as of the Termination Date in accordance with the Company’s policies with respect thereto as in effect during the Employment Period, and reimbursement of any business expenses incurred by Executive but not reimbursed prior to the Termination Date in accordance with and reimbursable under the terms of the Company’s policies with respect thereto as in effect on the Termination Date (in each case, payable in a lump sum within ten (10) business days after the Termination Date) and all other payments, benefits or fringe benefits to which Executive shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement; (iii) an amount equal to the sum of Executive’s Base Salary and Target Bonus, payable in substantially equal installments in accordance with the Company’s general payroll practices (as in effect from time to time) during the 12-month period following the Termination Date); (iv) an amount equal to the actual annual cash bonus amount to which Executive would be entitled under Section 3(c) with respect to the calendar year in which the Termination Date occurs, determined based on achievement of the performance objectives specified in Executive’s bonus plan for such year (with any subjective performance criteria deemed achieved at target), as determined by the Board or the Compensation Committee consistent with other senior executives of the Company, which amount shall be prorated based on the actual number of days elapsed in such year prior to the Termination Date (payable at the same time it would have been paid pursuant to Section 3(c)); and (v) an amount equal to the after-tax cost of the premiums for continued health and dental insurance for Executive and/or Executive’s dependents in accordance with the Consolidated Budget Reconciliation Act of 1985 (“COBRA”) for the period commencing on the Termination Date and ending on the eighteen-month anniversary of date on which the Termination Date Severance Period expires (payable in monthly installments during and concurrently with Executive’s COBRA period); provided that if Executive’s COBRA period is terminated or expires prior to expiration of the Severance Period, then Executive shall be entitled to continue to receive an amount equal to the cost of the premiums for continued health and dental insurance for Executive and/or Executive’s dependents in accordance with COBRA (assuming such continued insurance coverage remained available at the same monthly cost) for the period commencing on the date of such termination or expiration and ending on the date on which the Severance Period expires; (v) cause each stock option of Executive, to the extent that it shall not otherwise have become vested and exercisable, to automatically become fully and immediately vested and exercisable, without regard to any otherwise applicable vesting requirement; and (vi) cause each restricted stock or other equity-based award of Executive, to the extent that it shall not otherwise have become vested and exercisable, to automatically become fully and immediately vested and exercisable, without regard to any otherwise applicable vesting requirement, and all forfeiture and transfer restrictions thereon shall lapse. Notwithstanding the above, in the case of an equity-based incentive other than an option or stock appreciation right (e.g., a grant of performance-based shares) where such incentive was intended to qualify as performance-based compensation under Code Section 162(m), the forfeiture restrictions related to pre-established goals shall not lapse until the results of the related goals have been determined and certified by the Compensation Committee. Notwithstanding the foregoing, Executive shall not be entitled to receive such payments described unless and until Executive signs and delivers the General Release substantially in Section 4(b)(iii) through 4(b)(v) only so long the form attached hereto as Exhibit A; and provided further that Executive has not breached any of the provisions of Sections 5, 6,7 6 and 8 7 hereof. Notwithstanding any other payment schedule provided herein to the contrary, if Executive is deemed on the Termination Date to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then any payment that is considered deferred compensation under Code Section 409A payable on account of a “separation from service” shall be made on the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive and (ii) the date of Executive’s death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to the immediately preceding sentence (whether they otherwise would have been payable in a single sum or in installments in the absence of such delay) shall be paid to Executive in a lump sum, and all amounts payable and remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. In addition, if Executive is a “specified employee,” to the extent that welfare benefits or additional rights to be provided to Executive pursuant to this Agreement are not “disability pay,” “death benefit” plans or non-taxable medical benefits within the meaning of Treasury Regulation Section 4(b)(iii1.409A-1(a)(5) through 4(b)(v) or other benefits not considered nonqualified deferred compensation within the meaning of that regulation, such provision of benefits shall only be payable if Executive delivers delayed until the end of the Delay Period. Notwithstanding the foregoing, to the Company and does extent that the previous sentence applies to the provision of any ongoing health or welfare benefits that would not revoke a general release of claims in favor be required to be delayed if the premiums were paid by Executive, Executive shall pay the full cost of the premiums for such benefits during the Delay Period and the Company in substantially shall pay Executive an amount equal to the form attached on Exhibit B hereto; amount of such release shall be executed and delivered premiums paid by Executive during the Delay Period within ten (and no longer subject to revocation, if applicable) within sixty (6010) days following Executive’s termination (after the “Release Requirement”)end of Delay Period.

Termination Without Cause or With Good Reason. If In consideration of Executive’s agreement to be bound by the Employment Period restrictive covenants set forth in Section 7 of this Agreement, if Executive’s employment is terminated by the Company without Cause or by Executive with Good Reason, then Executive shall be entitled to receiveto: (i) a lump sum payment from the Company within fifteen (15) calendar days after the Termination Date in an amount equal to the sum of: (A) Executive’s unpaid Base Salary through the Termination Date (payable in accordance with Section 3(a)) and any accrued but unpaid cash bonus with respect to a completed performance period;Date; plus (iiB) payment in respect of any bonus amounts under Section 3(c) to which Executive is entitled determined by reference to the calendar year that ended on or prior to the Termination Date; plus (C) any unused paid time off and sick pay of Executive in such amounts as have accrued as of the Termination Date in accordance with the Company’s policies with respect thereto as in effect during the Employment PeriodTerm, and reimbursement the amount of any business expenses incurred by Executive but not reimbursed prior to the Termination Date in accordance with and reimbursable under the terms of the Company’s policies with respect thereto as in effect on the Termination Date Date; and (in each case, payable in ii) a lump sum payment from the Company (the “Severance Payment”) within ten fifteen (1015) business calendar days after the Release Effective Date in an amount equal to the Base Salary that would otherwise have been paid to Executive for the longer of: (A) the twelve (12) month period following the Termination DateDate or (B) the number of months from beginning on the Termination Date and ending on the Expiration Date (the longer of the periods described in subsections (A) and all other payments, benefits or fringe benefits to which Executive (B) above shall be entitled under referred to as the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement;“Severance Period”); and (iii) an amount equal to the sum of Executive’s Base Salary and Target Bonus, payable in substantially equal installments in accordance with the Company’s general payroll practices (as in effect from time to time) during the 12-month period following the Termination Date; (iv) an amount equal to the actual annual cash bonus amount to which Executive would be entitled under Section 3(c) with respect to the calendar year in which the Termination Date occurs, determined based on achievement of the performance objectives specified in Executive’s bonus plan for such year (with any subjective performance criteria deemed achieved at target), as determined by the Board or the Compensation Committee consistent with other senior executives of the Company, which amount shall be prorated based on the actual number of days elapsed in such year prior to the Termination Date (payable at the same time it would have been paid pursuant to Section 3(c)); and (v) an amount equal to the after-tax cost of the premiums for continued health health, vision and dental insurance for Executive and/or Executive’s dependents in accordance with the Consolidated Budget Reconciliation Act of 1985 (“COBRA”) for the period commencing on the Termination Date and ending on the eighteen-month anniversary earlier of (A) the Termination Date date on which Executive’s COBRA period terminates or expires and (B) the date on which the Severance Period expires (payable in monthly installments during and concurrently with Executive’s COBRA period); provided that if Executive’s COBRA period is terminated prior to expiration of the Severance Period, then Executive shall be entitled to receive a lump sum payment within fifteen (15) calendar days after written notice of such termination or expiration from Executive to the Board in an amount equal to the cost of the premiums for continued health, vision and dental insurance for Executive and/or Executive’s dependents in accordance with COBRA (assuming such continued insurance coverage remained available at the same monthly cost) for the period commencing on the date of such termination or expiration and ending on the date on which the Severance Period expires; and (iv) a lump sum payment from the Company within fifteen (15) calendar days after the Termination Date in an amount equal to the greater of (A) the maximum bonus amount to which Executive would be entitled under Section 3(c) with respect to the calendar year in which the Termination Date occurs, determined as if Executive, the Company and the Subsidiaries (as applicable) have exceeded all of the performance objectives and criteria specified in Executive’s bonus plan for such year, whether or not such objectives actually have been achieved as of the Termination Date, which amounts shall be prorated based on the actual number of days elapsed in such year prior to the Termination Date, and (B) if Executive’s bonus plan has not been determined for the calendar year in which the Termination Date occurs, the maximum bonus amount to which Executive would be entitled under Section 3(c) with respect to the calendar year that ended prior to the Termination Date, determined as if Executive, the Company and the Subsidiaries (as applicable) have exceeded all of the performance objectives and criteria specified in Executive’s bonus plan for such year, whether or not such objectives actually have been achieved as of the Termination Date, which amount shall be prorated based on the actual number of days elapsed in such year prior to the Termination Date. Notwithstanding the foregoing, Executive shall not be entitled to receive the Severance Payment or any payments pursuant to Sections 4(b)(iii)-(iv) (and Executive shall forfeit all rights to such payments) unless Executive has executed and delivered to the Company a general release substantially in form and substance as attached hereto as Exhibit A (the “General Release”), and such General Release remains in full force and effect, has not been revoked and is no longer subject to revocation, within sixty (60) days of the Termination Date, and Executive shall be entitled to receive the Severance Payment and such payments described in pursuant to Section 4(b)(iii) through 4(b)(v4(b)(iii)-(iv) only so long as Executive has not breached any of the provisions of the General Release or Sections 5, 6,7 6 and 8 7 hereof, and all amounts payable and benefits or additional rights provided pursuant to Section 4(b)(iii) through 4(b)(v) shall only be payable if Executive delivers to (a “Fundamental Breach”). If the Company and does not revoke a general release of claims in favor of the Company in substantially the form attached on Exhibit B hereto; such release shall be General Release is executed and delivered (and no longer subject to revocationrevocation as provided in the preceding sentence, if applicablethen the following shall apply: (A) within sixty To the extent any such cash payment to be provided is not “deferred compensation” for purposes of Code Section 409A, then such payment shall commence upon the first scheduled payment date immediately after the date the General Release is executed and no longer subject to revocation (60) days the “Release Effective Date”). The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement applied as though such payments commenced immediately upon Executive’s termination of employment, and any payments made after the Release Effective Date shall continue as provided herein. The delayed payments shall in any event expire at the time such payments or benefits would have expired had such payments commenced immediately following Executive’s termination of employment. (B) To the extent any such cash payment to be provided is “deferred compensation” for purposes of Code Section 409A, then such payment shall be made or commence upon the sixtieth (60th) day following Executive’s termination of employment. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon Executive’s termination of employment, and any payments made after the sixtieth (60th) day following Executive’s termination of employment shall continue as provided herein. The delayed payments shall in any event expire at the time such payments or benefits would have expired had such payments commenced immediately following Executive’s termination of employment. Notwithstanding any other payment schedule provided herein to the contrary, if Executive is deemed on the Termination Date to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then any payment that is considered deferred compensation under Code Section 409A payable on account of a “separation from service” shall be made on the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive and (ii) the date of Executive’s death (the “Release RequirementDelay Period”)) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to the immediately preceding sentence (whether they otherwise would have been payable in a single sum or in installments in the absence of such delay) shall be paid to Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. In addition, if Executive is a “specified employee,” to the extent that welfare benefits to be provided to Executive pursuant to this Agreement are not “disability pay,” “death benefit” plans or non-taxable medical benefits within the meaning of Treasury Regulation Section 1.409A-1(a)(5) or other benefits not considered nonqualified deferred compensation within the meaning of that regulation, such provision of benefits shall be delayed until the end of the Delay Period. Notwithstanding the foregoing, to the extent that the previous sentence applies to the provision of any ongoing health or welfare benefits that would not be required to be delayed if the premiums were paid by Executive, Executive shall pay the full cost of the premiums for such benefits during the Delay Period and the Company shall pay Executive an amount equal to the amount of such premiums paid by Executive during the Delay Period within ten (10) days after the end of Delay Period.

Termination Without Cause or With Good Reason. If In the Employment Period event that Executive's employment is terminated by the Company Corporation without Cause or by Executive with for Good Reason, then Executive shall be entitled to receive: (ia) The Corporation shall pay all Accrued Obligations to Executive in a lump sum in cash within ten (10) days the Termination Date; (b) The Corporation shall pay to Executive’s unpaid Base Salary through , in a lump sum in cash no later than the Severance Payment Deadline (as defined in Section 4.3.4), an amount equal to two (2) times (or, if the Termination Date (payable in accordance with Section 3(a)) and any accrued but unpaid cash bonus with respect to a completed performance period; (ii) payment in respect of any unused paid time off and sick pay of Executive in such amounts as have accrued as occurs on or after the first anniversary of the Termination Date in accordance with Effective Date, one (1) times) the Company’s policies with respect thereto as in effect during the Employment Period, and reimbursement sum of any business expenses incurred by Executive but not reimbursed prior to the Termination Date in accordance with and reimbursable under the terms of the Company’s policies with respect thereto (a) Executive's annual salary as in effect on the Termination Date and (in each caseb) the greater of (i) Executive's target bonus for the fiscal year during which the Termination Date occurs or (ii) the highest performance bonus earned by Executive with respect to any preceding fiscal year; (c) The vesting of all of Executive's Incentive Awards shall be accelerated such that the Incentive Awards are vested as of the Termination Date to the same extent that the Incentive Awards would have been vested had Executive's employment continued for twenty-four (24) months (or, payable in a lump sum within ten if the Termination Date occurs on or after the first anniversary of the Effective Date, twelve (1012) business days months) after the Termination Date; and (d) For a period of twenty-four (24) months (or, if the Termination Date occurs on or after the first anniversary of the Effective Date, twelve (12) months) after the Termination Date, the Corporation shall continue to provide medical, dental and all other payments, benefits or fringe vision care and life insurance benefits to which Executive shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement; (iii) an amount and/or Executive's family at least equal to the sum of Executive’s Base Salary and Target Bonus, payable in substantially equal installments those which would have been provided to them in accordance with the Company’s general payroll practices (as in effect from time Section 3.2; provided, further, that Executive agrees to time) during the 12-month period following the Termination Date; (iv) an amount equal elect COBRA coverage to the actual annual cash bonus amount extent available under the Corporation's health insurance plans (and the Corporation shall reimburse the cost of any premiums for such coverage on an after-tax basis). Any payment or reimbursement under this Section 4.3.2(d) that is taxable to which Executive would or any of his family members shall be entitled under Section 3(cmade (subject to the provisions of such health care plans that may require earlier payment) with respect to by December 31 of the calendar year following the calendar year in which Executive or such family member incurred the Termination Date occurs, determined based on achievement of the performance objectives specified in Executive’s bonus plan for such year (with any subjective performance criteria deemed achieved at target), as determined by the Board or the Compensation Committee consistent with other senior executives of the Company, which amount shall be prorated based on the actual number of days elapsed in such year prior to the Termination Date (payable at the same time it would have been paid pursuant to Section 3(c)); and (v) an amount equal to the after-tax cost of the premiums for continued health and dental insurance for Executive and/or Executive’s dependents in accordance with the Consolidated Budget Reconciliation Act of 1985 (“COBRA”) for the period commencing on the Termination Date and ending on the eighteen-month anniversary of the Termination Date (payable in monthly installments during and concurrently with Executive’s COBRA period). Notwithstanding the foregoing, Executive shall be entitled to receive such payments described in Section 4(b)(iii) through 4(b)(v) only so long as Executive has not breached any of the provisions of Sections 5, 6,7 and 8 hereof, and all amounts payable and benefits or additional rights provided pursuant to Section 4(b)(iii) through 4(b)(v) shall only be payable if Executive delivers to the Company and does not revoke a general release of claims in favor of the Company in substantially the form attached on Exhibit B hereto; such release shall be executed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following Executive’s termination (the “Release Requirement”)expense.

Termination Without Cause or With Good Reason. If the Employment Period Executive’s employment is terminated by the Company without Cause or by Executive with Good Reason, then Executive shall be entitled to receive: (i) Executive’s unpaid Base Salary through the Termination Date (payable in accordance with Section 3(a)) and any accrued but unpaid cash bonus with respect to a completed performance period; (ii) payment in respect of any unused paid time off and sick pay of Executive in such amounts as have accrued as of the Termination Date in accordance with the Company’s policies with respect thereto as in effect during the Employment Period, and reimbursement of any business expenses incurred by Executive but not reimbursed prior to the Termination Date in accordance with and reimbursable under the terms of the Company’s policies with respect thereto as in effect on the Termination Date (in each case, payable in a lump sum within ten (10) business days after the Termination Date) and all other payments, benefits or fringe benefits to which Executive shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement; (iii) an amount equal to continued payment of the sum of Executive’s Base Salary and Target BonusSalary, payable in substantially equal installments in accordance with the Company’s general payroll practices (as in effect from time to time) during the 12-month period following from the Termination DateDate through December 31, 2021, as if Executive had continued to be employed during such period; (iv) an amount equal to the actual annual cash bonus amount to which Executive would be entitled under Section 3(c) with respect to the 2021 calendar year in which the Termination Date occursyear, determined based on achievement of the performance objectives specified in Executive’s bonus plan for such year (with any subjective performance criteria other than the Board Objectives deemed achieved at targettarget and the achievement of the Board Objectives to be determined in good faith by the Board based on Executive’s achievement against the Board Objectives in a manner consistent with how achievement is measured for other executive officers of the Company), as determined by the Board or the Compensation Committee consistent with other senior executives of the Company, which amount shall not be prorated based on the actual number of days elapsed in such year prior to the Termination Date and paid as if Executive had remained employed through December 31, 2021 (payable at the same time it would have been paid pursuant to Section 3(c)); and; (v) an amount equal to the after-tax cost of the premiums for continued health and dental insurance for Executive and/or Executive’s dependents in accordance with the Consolidated Budget Reconciliation Act of 1985 (“COBRA”) for the period commencing on the Termination Date and ending on the eighteen-month anniversary of the Termination Date (payable in monthly installments during and concurrently with Executive’s COBRA period; (vi) with respect to the 2021 Award, to the extent that it shall not otherwise have become vested, (A) the service-based vesting requirement shall be deemed satisfied; and (B) the 2021 Award will remain outstanding and eligible to vest based on actual achievement of the applicable performance conditions (with any subjective performance criteria other than the Board Objectives deemed achieved at target and the achievement of the Board Objectives to be determined in good faith by the Board based on Executive’s achievement against the Board Objectives in a manner consistent with how achievement is measured for other executive officers). Notwithstanding the foregoing, Executive shall be entitled to receive such payments described in Section 4(b)(iii) through 4(b)(v4(b)(vi) only so long as Executive has not breached any of the provisions of Sections 5, 6,7 6 and 8 7 hereof, and all amounts payable and benefits or additional rights provided pursuant to Section 4(b)(iii) through 4(b)(v4(b)(vi) shall only be payable if Executive delivers to the Company and does not revoke a general release of claims in favor of the Company in substantially the form attached on Exhibit B hereto; such release shall be executed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following Executive’s termination (the “Release Requirement”).

Termination Without Cause or With Good Reason. If (i) The Board may immediately terminate Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Employment Period is terminated by Board, terminate this Agreement at any time within 90 days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Company without Cause Bank will have 30 days to cure the “Good Reason” condition, but the Bank may waive its right to cure. In the event of termination as described under Section 4(e)(i) during the Term and subject to the requirements of Section 4(e)(iii), the Bank will pay or by provide Executive with Good Reason, then Executive shall be entitled to receivethe following: (iA) Executive’s unpaid Base Salary through the Termination Date (payable in accordance with Section 3(a)) and any accrued but unpaid cash bonus with respect to a completed performance periodAccrued Obligations; (iiB) payment in respect of any unused paid time off and sick pay of Executive in such amounts as have accrued as of the Termination Date in accordance with the Company’s policies with respect thereto as in effect during the Employment Period, and reimbursement of any business expenses incurred by Executive but not reimbursed prior to the Termination Date in accordance with and reimbursable under the terms of the Company’s policies with respect thereto as in effect on the Termination Date (in each case, payable in a lump sum within ten (10) business days after the Termination Date) and all other payments, benefits or fringe benefits to which Executive shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement; (iii) an amount equal to the sum of Executive’s annual Base Salary and Target Bonusaverage annual cash incentive compensation awarded under the STIP, which would include any percentage of the award that is tax-deferred and payable in substantially equal installments in accordance with pursuant to the CompanyRhinebeck Executive Long-Term Incentive and Retention Plan (the “LTIP”) (or any other comparable cash incentive plan) for three most recent annual performance periods immediately prior to Executive’s general payroll practices date of termination, divided by 12 (as in effect from time the “Severance Payment”). The Severance Payment will be payable to time) Executive each month during the 12a 24-month period (the “Benefit Period”), with the first payment to be made on the first day of the second month immediately following the Termination DateExecutive’s date of termination; (ivC) an amount equal non-taxable medical and dental insurance coverage substantially comparable (and on substantially the same terms and conditions) to the actual annual cash bonus amount coverage maintained by the Bank for Executive immediately prior to Executive’s termination under the same cost-sharing arrangements that apply for active employees of the Bank as of Executive’s date of termination. Such continued coverage shall cease upon the earlier of: (A) the completion of the Benefit Period; (B) the date on which Executive would be becomes a full-time employee of another employer, provided Executive is entitled under Section 3(c) with respect to benefits that are substantially similar to the calendar year in which health and welfare benefits provided by the Termination Date occurs, determined based on achievement Bank; or (C) Executive’s death (provided that benefits payable to Executive’s spouse and designated beneficiaries will continue until the end of the performance objectives specified in Executive’s bonus plan for such year (with any subjective performance criteria deemed achieved at target), as determined Benefit Period. The period of continued health coverage required by the Board or the Compensation Committee consistent with other senior executives Section 4980B(f) of the Company, which amount shall be prorated based on Code will run concurrently with the actual number of days elapsed in such year prior to the Termination Date (payable at the same time it would have been paid pursuant to Section 3(c))coverage period provided herein; and (vD) an amount equal to the after-tax reimbursement for the reasonable cost of the premiums for continued health and dental insurance for Executive and/or Executive’s dependents in accordance with the Consolidated Budget Reconciliation Act outplacement services, up to a maximum amount of 1985 (“COBRA”) for the period commencing on the Termination Date and ending on the eighteen-month anniversary of the Termination Date (payable in monthly installments during and concurrently with Executive’s COBRA period). Notwithstanding the foregoing, Executive shall be entitled to receive such payments described in Section 4(b)(iii) through 4(b)(v) only so long as Executive has not breached any of the provisions of Sections 5, 6,7 and 8 hereof, and all amounts payable and benefits or additional rights provided pursuant to Section 4(b)(iii) through 4(b)(v) shall only be payable if Executive delivers to the Company and does not revoke a general release of claims in favor of the Company in substantially the form attached on Exhibit B hereto; such release shall be executed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following Executive’s termination (the “Release Requirement”)$5,000.

Termination Without Cause or With Good Reason. If the Employment Period is terminated by Executive terminates his employment for Good Reason (herein defined) or the Company without Cause terminates Executive's employment (other than due to Executive's death or by Executive Disability or with Good ReasonCause), then Executive shall be entitled to receivethe Company will pay Executive: (i) in one lump sum Executive’s 's accrued but unpaid Base Salary (the "Accrued Salary"), which will equal the sum of (1) any portion of Base Salary through the Termination Date that has not yet been paid and (payable in accordance with Section 3(a)2) and any accrued but unpaid cash bonus with respect to a completed performance periodvacation pay under the Guidelines; (ii) payment subject to Executive satisfying the condition precedent set forth in respect Section 6, severance pay in the amount of any unused paid time off and sick pay of Executive in such amounts as have accrued as of the Termination Date in accordance with the Company’s policies with respect thereto as in effect during the Employment Period, and reimbursement of any business expenses incurred by Executive but not reimbursed prior to the Termination Date in accordance with and reimbursable under the terms of the Company’s policies with respect thereto as in effect his Base Salary on the Termination Date payable, less applicable withholding and deductions, in twelve (in each case, payable in a lump sum within ten (1012) business days equal monthly installments beginning one month after the Termination Date) and all other payments, benefits or fringe benefits to which Executive shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this AgreementDate ("Severance"); (iii) subject to Executive satisfying the condition precedent set forth in Section 6, an amount "Allocable Bonus Amount" for the year in which Executive's employment is terminated equal to the sum amount of Executive’s Base Salary and Target the Bonus, payable in substantially equal installments in accordance with if any, to which Executive may have become entitled (if he was employed to the Award Date) based on the Company’s general payroll practices 's then current Plan for Executive multiplied by a fraction, (as x) the numerator of which is the number of days in effect from time year which Executive was employed and (y) the denominator of which is 365. The Allocable Bonus Amount will be calculated and paid only on the Award Date and subject to time) during the 12-month period following terms and conditions of the Termination Plan (other than the requirement that Executive be an employee on the Award Date;), and (iv) subject to Executive satisfying the condition precedent set forth in Section 6, only if the Termination Date is during 2003, an amount "Allocable Special Bonus Amount" equal to the actual annual cash bonus amount of the Special Bonus, if any, to which Executive would be may have been entitled under Section 3(c) with respect to (if he had been employed for the calendar year in which the Termination Date occurs, determined based on achievement of the performance objectives specified in Executive’s bonus plan for such year (with any subjective performance criteria deemed achieved at target), as determined by the Board or the Compensation Committee consistent with other senior executives of the Company, which amount shall be prorated based entire Incentive Period and on the actual Award Date) multiplied by a fraction, (x) the numerator of which is the number of days elapsed in such year prior Incentive Period for which Executive was employed and (y) the denominator of which is 1,095. The Allocable Special Bonus Amount will be calculated and paid only on the Award Date for the 2003 Bonus and subject to the Termination Date terms and conditions of this Agreement (payable at other than the same time it would have been paid pursuant to Section 3(c)); and (v) requirement that Executive be an amount equal to the after-tax cost of the premiums for continued health and dental insurance for Executive and/or Executive’s dependents in accordance with the Consolidated Budget Reconciliation Act of 1985 (“COBRA”) for the period commencing employee on the Termination Date and ending on the eighteen-month anniversary of the Termination Date (payable in monthly installments during and concurrently with Executive’s COBRA period). Notwithstanding the foregoing, Executive shall be entitled to receive such payments described in Section 4(b)(iii) through 4(b)(v) only so long as Executive has not breached any of the provisions of Sections 5, 6,7 and 8 hereof, and all amounts payable and benefits or additional rights provided pursuant to Section 4(b)(iii) through 4(b)(v) shall only be payable if Executive delivers to the Company and does not revoke a general release of claims in favor of the Company in substantially the form attached on Exhibit B hereto; such release shall be executed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following Executive’s termination (the “Release Requirement”Award Date).