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

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b) below, upon termination of the Employee’s employment with the Company by the Company without Cause (as defined in Section 5(f) below) or by the Employee for Good Reason (as defined in Section 5(f) below), other than as a result of death or Disability, the Company shall pay to or provide the Employee the following: (1) any unpaid base salary the Employee has earned through the date of termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on the number of days in the year completed through the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount equal to the Employee’s target bonus for the year of termination, (6) the costs of COBRA continuation coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be provided pursuant to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stock.

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b) If the Company should terminate the Period of Employment without Cause as defined below, upon termination of the Employee’s employment with the Company by the Company without Cause (as defined in Section 5(f) below) or by if the Employee should terminate the Period of Employment for Good Reason (as defined in Section 5(f) below), in addition to all other than compensation and benefits, if any, payable as a result of death or Disabilityprovided for hereunder, the Company shall pay to or provide the Employee the following: an amount equal to (1i) (A) any unpaid base salary the Employee has earned Base Salary through the date of terminationTermination plus (B) an amount designed to approximate the annual bonus under Section 5(b) accrued to the date of Termination, which shall be deemed to be the prior year's annual bonus multiplied by a fraction, the numerator of which is the number of days from the beginning of such fiscal year through such Date of Termination and the denominator of which is 365, plus (2C) any unpaid annual bonus that the Employee has earned with respect to a year ending previously vested benefits, such as previously vested retirement benefits, plus (D) any deferred compensation (including, without limitation, interest or other credits on such deferred amounts), any accrued vacation pay and any reimbursement for expenses incurred but not yet paid prior to such terminationDate of Termination (collectively, the "Accrued Obligations"); (3ii) 12 months a lump sum in cash paid within five (5) business days following the Date of Termination, equal to the Employee’s number of years (including fractions thereof) remaining in the Period of Employment (without taking into account such early termination thereof) multiplied by the sum of (x) his then current base salary paid on the Company’s normal payroll dates, plus (4y) the pro-rated portion (based on the number of days in the year completed through the date of termination) of the Employee’s target his annual bonus received for the year prior to which such Date of termination Termination occurs (paid on determined without regard to any performance goals); and (iii) a payment under the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount Long Term Performance Award Plan equal to the Employee’s target bonus for the year of termination, (6) the costs of COBRA continuation coverage for the amount Employee and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, received as if applicable, exercisable by the first anniversary of his Retirement Date were the date of his termination Termination of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be provided pursuant to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common StockEmployment.

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b) belowThe Company may terminate the Executive’s employment at any time without Cause, upon termination of for any reason or no reason and the EmployeeExecutive may terminate the Executive’s employment with the Company by for Good Reason. If the Company without Cause (as defined or the Executive terminates the Executive’s employment and such termination is not described in Section 5(f4 or Section 5.1 through Section 5.5, (i) belowthe Executive shall receive the Executive’s Annual Salary earned and accrued under this Agreement prior to the Effective Date of the Termination, any bonus for the prior year which has been awarded but not yet paid, and other benefits, including payment for accrued but unused vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination) or by and an amount equal to the Employee product of (x) the Executive’s target annual bonus for Good Reason the fiscal year of the Executive’s termination of employment and (as defined in Section 5(fy) below), other than as a result of death or Disabilityfraction, the Company shall pay to or provide the Employee the following: (1) any unpaid base salary the Employee has earned through the date numerator of termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on which is the number of days in the current fiscal year completed through the date of termination) Effective Date of the Employee’s target bonus for Termination, and the year denominator of termination which is 365; (paid on ii) the normal date for the Executive shall receive a cash payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount equal to the EmployeeSeverance Payment payable no later than 30 days after the Effective Date of the Termination; (iii) for 18 months after the Effective Date of the Termination, the Company shall continue medical, prescription and dental benefits to the Executive and/or the Executive’s target bonus for family at least equal to those which would have been provided to them in accordance with the year welfare benefit plans, practices, policies and programs provided by the Company to the extent applicable generally to other peer employees of terminationthe Company and its affiliated companies, (6) as if the costs of COBRA continuation coverage for the Employee and his dependents from the date the EmployeeExecutive’s employment terminates through had not been terminated; provided, however, that if the earlier Executive becomes reemployed with another employer and is eligible to receive medical, prescription and dental benefits under another employer provided plan, the medical, prescription and dental benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility; (Aiv) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives Equity Awards held by the Employee immediately prior Executive shall become fully vested and exercisable (notwithstanding anything to the termination contrary contained in any plan); and (v) this Agreement shall otherwise terminate upon the Effective Date of the Employee’s employment that, but for Termination and the termination of the Employee’s employment, would Executive shall have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be further rights hereunder (except as provided pursuant to this in Section 5(b) until the Employee has executed a release and waiver agreement (substantially in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stock7.13).

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b(a) below, upon termination of the The Company may terminate Employee’s employment with hereunder at any time, for any reason or for no reason, without Cause, effective upon the Company date designated by the Company without Cause (as defined in Section 5(f) below) or by upon written notice to the Employee. In addition, the Employee may voluntarily terminate his employment for Good Reason (as defined in below) following sixty (60) days prior written notice to the Board. (b) If Employee’s employment is terminated pursuant to Section 5(f5.4(a) below)at any time during the Term, other than Employee shall be entitled to: (i) receive all accrued but unpaid (as a result of death or Disability, the Termination Date) Salary and Benefits and (ii) the Company shall will continue to pay to or provide the Employee the following: (1) any unpaid base salary the Employee has earned through the date of termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months of the Employee’s his then current base salary paid Salary in effect on the Termination Date in accordance with the Company’s normal regular payroll dates, (4) practices during the pro-rated portion (based period beginning on the number of days in Termination Date and ending on the year completed through the date of termination) last day of the Employee’s target bonus for sixth (6th) month following the year of termination Termination Date; subject to all withholding obligations; provided, however, that the payments outlined in this subsection (paid on the normal date for the payment of the bonus), such amount to ii) shall be paid only if contingent upon the Employee has met his pro-rated objective performance targets through the date executing and not revoking a release of termination, (5) an amount equal to the Employee’s target bonus for the year of termination, (6) the costs of COBRA continuation coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be provided claims pursuant to this Section 5(b) until the Employee has executed a release Separation Agreement and waiver agreement (Release substantially in the form attached hereto as Schedule C) releasing Exhibit A. All Benefits and waiving Bonuses shall cease at the time of such termination, subject to the terms of any claims against benefit or compensation plan then in force and applicable to Employee. Except as specifically set forth in this Section 5.4(b), the Company shall have no liability or obligation hereunder by reason of such termination. (c) For purposes of this Agreement, the term “Good Reason” shall mean the date of any substantial and in which adverse alteration by the Company releases and waives claims against of Employee’s functions, duties or responsibilities that is not consented to by the Employee and is not remedied by the Company within thirty (30) days after receiving written notice from the Employee of such material alteration; provided, further, that the Employee’s consent to any event which would otherwise constitute “Good Reason” shall be conclusively presumed if the Employee is serving as a Director does not exercise his rights hereunder within thirty (30) days of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stockevent.

Termination Without Cause; Termination for Good Reason. Subject In addition to Section 6(b) belowthe salary, upon termination benefits and expense reimbursement described in Paragraph 7A, if the Executive’s services are terminated pursuant to Xxxxxxxxx 0X or 6D at any time prior to the end of the Employee’s employment Term, the Executive also shall be entitled to (i) the continuation of his Base Salary (as determined in Paragraph 4A, at the rate in effect immediately prior to the date of such termination) (“Salary Continuation”) for a period of six (6) months (the “Severance Period”) payable in accordance with the Company by payroll policies from time to time in effect, but in no event less frequently than monthly, commencing on the Company without Cause payroll date next following the sixtieth (as defined in Section 5(f60th) below) or by day following the Employee for Good Reason date of such termination (as defined in Section 5(f) below), other than as but with the first payment being a result lump-sum payment covering all payment periods from the date of death or Disability, the Company shall pay to or provide the Employee the following: (1) any unpaid base salary the Employee has earned termination through the date of terminationsuch first payment), but in no event later than ninety (290) any unpaid annual bonus that days following the Employee has earned with respect to a year ending prior to date of such termination, (3ii) 12 months of any earned but unpaid bonus under the Employee’s then current base salary paid on Incentive Plan for any previously completed performance period under the Company’s normal payroll dates, Incentive Plan (4) the pro-rated portion (based on the number of days in the year completed through the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus“Accrued Bonus”), such amount to be paid only if at the Employee has met his pro-rated objective performance targets through same time that bonuses are otherwise paid to employees under the date of termination, Incentive Plan; (5iii) an amount equal to the Employee’s target bonus for under the Incentive Plan in the year of termination multiplied by one half (½) (the “Severance Bonus”), payable in a lump sum within sixty (60) days following the date of such termination; (iv) a pro-rated bonus under the Incentive Plan, to the extent such plan is still in effect on the date the Executive’s employment terminates, to be paid at the same time that bonuses are otherwise paid to employees under the Incentive Plan (6the “Pro-Rated Bonus”); and (v) if the costs Executive elects COBRA continuation coverage, the Company shall pay for such health insurance coverage through the Severance Period (or, if shorter, until the date the Executive becomes eligible for coverage under another group health plan) at the same rate as it pays for health insurance coverage for its active employees (with the Executive required to pay for any employee-paid portion of such coverage). After the Severance Period concludes, the Executive shall be responsible for the payment of all premiums attributable to COBRA continuation coverage. Nothing herein provided, however, shall be construed to extend the period of time over which such COBRA continuation coverage otherwise may be provided to the Executive and his dependents. The Pro-Rated Bonus shall be calculated by the Company by multiplying the actual bonus, if any, earned by the Executive under the Incentive Plan (based on actual financial results for the Employee and his dependents from Company through the date full twelve (12) month (performance period in which the EmployeeExecutive’s employment terminates through with the earlier Company terminates) by a fraction, the numerator of (A) which shall equal the first anniversary number of such termination and (B) complete calendar days the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held Executive was employed by the Employee immediately prior to Company during such performance period and the termination denominator of which shall equal the Employee’s employment that, but for number of complete calendar days in the termination of full performance period under the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisableIncentive Plan. No Such amount shall be payable and no benefits shall be provided pursuant paid to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially in Executive at the form attached hereto as Schedule C) releasing and waiving any claims against same time that bonuses are otherwise paid to employees under the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common StockIncentive Plan.

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b) belowThe Company may terminate the Executive’s employment at any time without Cause, upon termination of for any reason or no reason and the EmployeeExecutive may terminate the Executive’s employment with the Company by for Good Reason. If the Company without Cause (as defined or the Executive terminates the Executive’s employment and such termination is not described in Section 5(f4 or Section 5.1: (a) below) the Executive shall have no right to receive any compensation or by benefit hereunder on and after the Employee for Good Reason (as defined in Section 5(f) below), Effective Date of the Termination other than as Annual Salary earned and accrued under this Agreement prior to the Effective Date of the Termination, any bonus for the prior year not yet paid, and other benefits, including payment for accrued but unused vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination) and an amount equal to the product of (x) the Executive’s Target Annual Bonus for the fiscal year of the Executive’s termination of employment and (y) a result of death or Disabilityfraction, the Company shall pay to or provide the Employee the following: (1) any unpaid base salary the Employee has earned through the date numerator of termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on which is the number of days in the current fiscal year completed through the date of termination) Effective Date of the Employee’s target bonus for Termination, and the year denominator of termination which is 365; (paid on b) the normal date for the Executive shall receive a cash payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount equal to the EmployeeSeverance Payment payable no later than 30 days after the Effective Date of the Termination; (c) for thirty (30) months after the Effective Date of the Termination, the Company shall continue medical, prescription and dental benefits to the Executive and/or the Executive’s target bonus for family at least equal to those which would have been provided to them in accordance with the year welfare benefit plans, practices, policies and programs provided by the Company to the extent applicable generally to other peer employees of terminationthe Company and its affiliated companies, (6) as if the costs of COBRA continuation coverage for the Employee and his dependents from the date the EmployeeExecutive’s employment terminates through had not been terminated; provided, however, that if the earlier Executive becomes reemployed with another employer and is eligible to receive medical, prescription and dental benefits under another employer provided plan, the medical, prescription and dental benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility; (Ad) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives Equity Awards held by the Employee immediately prior to Executive shall become fully vested and exercisable; and (e) this Agreement shall otherwise terminate upon the termination Effective Date of the Employee’s employment that, but for Termination and the termination of the Employee’s employment, would Executive shall have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be further rights hereunder (except as provided pursuant to this in Section 5(b) until the Employee has executed a release and waiver agreement (substantially in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stock7.13).

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b) belowThe Company may terminate the Executive’s employment at any time without Cause, upon termination of for any reason or no reason and the EmployeeExecutive may terminate the Executive’s employment with the Company by for Good Reason. If the Company without Cause (as defined or the Executive terminates the Executive’s employment and such termination is not described in Section 5(f4 or Section 5.1 through Section 5.5, (i) belowthe Executive shall receive the Executive’s Annual Salary earned and accrued under this Agreement prior to the Effective Date of the Termination, any bonus for the prior year which has been awarded but not yet paid, and other benefits, including payment for accrued but unused vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination) or by and an amount equal to the Employee product of (x) the Executive’s target annual bonus for Good Reason the fiscal year of the Executive’s termination of employment and (as defined in Section 5(fy) below), other than as a result of death or Disabilityfraction, the Company shall pay to or provide the Employee the following: (1) any unpaid base salary the Employee has earned through the date numerator of termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on which is the number of days in the current fiscal year completed through the date of termination) Effective Date of the Employee’s target bonus for Termination, and the year denominator of termination (paid on the normal date for the payment of the bonus)which is 365, such amount to be paid only if to the Employee has met his pro-rated objective performance targets through Executive within 30 days of the date Effective Date of termination, Termination; (5ii) an amount the Executive shall receive a cash payment equal to the EmployeeSeverance Payment payable within 30 days of the Effective Date of the Termination; (iii) for 18 months after the Effective Date of the Termination, the Company shall continue medical, prescription and dental benefits to the Executive and/or the Executive’s target bonus for family at least equal to those which would have been provided to them in accordance with the year welfare benefit plans, practices, policies and programs provided by the Company to the extent applicable generally to other peer employees of terminationthe Company and its affiliated companies, (6) as if the costs of COBRA continuation coverage for the Employee and his dependents from the date the EmployeeExecutive’s employment terminates through had not been terminated; provided, however, that if the earlier Executive becomes reemployed with another employer and is eligible to receive medical, prescription and dental benefits under another employer provided plan, the medical, prescription and dental benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility; (Aiv) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives Equity Awards held by the Employee immediately prior Executive shall become fully vested and exercisable (notwithstanding anything to the termination contrary contained in any plan); and (v) this Agreement shall otherwise terminate upon the Effective Date of the Employee’s employment that, but for Termination and the termination of the Employee’s employment, would Executive shall have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be further rights hereunder (except as provided pursuant to this in Section 5(b) until the Employee has executed a release and waiver agreement (substantially in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stock7.13).

Termination Without Cause; Termination for Good Reason. Subject Ceridian may terminate this Agreement and Executive’s employment without Cause on at least 30 days’ written notice. Executive may terminate this Agreement and Executive’s employment with or without Good Reason on at least 30 days’ written notice. In the event of Termination of Executive’s Employment pursuant to this Section 6(b4.03, compensation shall be paid as follows: (a) belowIf the notice of termination is given by Ceridian without Cause or by Executive for Good Reason, upon Executive shall be paid at the usual rate of his annual Base Salary through the 30 day notice period (provided, however, that Ceridian shall have the option of making termination of the EmployeeAgreement and Termination of Executive’s employment with Employment effective immediately upon notice in which case Executive shall be paid a lump sum representing the Company by the Company without Cause (as defined in Section 5(f) below) or by the Employee for Good Reason (as defined in Section 5(f) belowvalue of 30 days worth of salary), other than as a result of death or Disability, and Executive shall become entitled to the Company shall pay to or provide the Employee the following: following severance benefits: (1) any unpaid base salary a lump sum cash payment equal to two times the Employee has earned through the date of termination, Executive’s then-current annual Base Salary. (2) any unpaid annual a prorated portion of Executive’s bonus that compensation, if any, to which Executive would have otherwise become entitled for the Employee has earned with respect to fiscal year in which the Termination of Employment occurs had Executive remained continuously employed for the full fiscal year, calculated by multiplying such bonus compensation by a year ending prior to such terminationfraction, (3) 12 months the numerator of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on which is the number of days in the applicable fiscal year completed through the date of terminationtermination and the denominator of which is 365 (without giving effect to any reduction in bonus opportunity constituting Good Reason); (3) reasonable executive-level outplacement services, not to exceed $15,000 during the calendar year in which the termination takes place and not to exceed $5,000 during the calendar year immediately following the calendar year in which the termination takes place (or if earlier, until the first acceptance by Executive of the Employee’s target bonus for the year an offer of termination (paid on the normal date for the payment of the bonusemployment), such amount to be paid only provided through Executive’s preferred provider of such services; and (4) if the Employee has met following his pro-rated objective performance targets through the date of termination, (5) an amount equal to the Employee’s target bonus for the year of termination, (6) the costs of Executive elects COBRA continuation coverage for the Employee Executive and his eligible dependents from under Ceridian’s group health plan, Ceridian shall reimburse Executive for the date the Employee’s employment terminates through the earlier of (A) applicable COBRA premiums paid for the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination six months of the Employee’s employment described COBRA continuation period. The payment and provision of the severance benefits provided for in this Section 5(b)4.03(a) are conditioned upon Executive executing a release, any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be provided pursuant to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially in the form attached hereto as Schedule C) releasing and waiving any Exhibit B, of all claims against Ceridian. Payment and provision of benefits shall commence promptly, but in no event later than ten (10) days, following termination and Executive’s endorsement of the Company Release attached as Exhibit B and the expiration of the right of rescission set forth in Exhibit B without Executive exercising his right of rescission (or, in the case of any bonus in Section 4.03(a)(2) that is calculated upon completion of the fiscal year in which termination occurs, payment shall be within 15 days after the Company releases date such bonus would have been paid had Executive remained employed for the full fiscal year, if later). (b) If the notice of termination is given by Executive without Good Reason, Executive shall be paid at the usual rate of his annual Base Salary through the 30 day notice period. (c) The foregoing provisions shall not apply if Executive’s employment is terminated by Ceridian without Cause or by Executive with Good Reason pursuant to this Section 4.03 during the first 24 months following the Commencement Date. In such event, the severance and waives claims against benefits provided to Executive upon a Change of Control Termination pursuant to Section 7.03 (other than the Employee and if the Employee is serving as a Director benefits provided by Section 7.03(e), which shall not apply) shall apply in lieu of the Company a valid severance and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stockbenefits payable under this Section 4.03.

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b) belowother provisions in this Article 6 to the contrary and during the Initial Term and any Succeeding Annual Terms only, upon the occurrence of a termination of the Employee’s employment with the Company by the Company without Cause (as defined in Section 5(f) below) by Employer or by the Employee a Termination for Good Reason by Employee, Employer shall: (a) Pay to Employee any and all accrued salary, vacation and bonuses; (b) Pay to Employee, or in the event of Employee's subsequent death, to Employee's surviving spouse, or if none, to Employee's estate, as defined severance pay or liquidated damages, or both, during each calendar month for a period extending over the number of months during which this Agreement would have remained in Section 5(f) below)effect, other than as a result of death or Disabilitywithout renewal, the Company shall pay to or provide the Employee the following: (1) any unpaid base salary the Employee has earned through the date of termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to but for such termination, a sum equal to (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4i) the pro-rated portion monthly rate of Salary payable under this Agreement for a period of six (based on the number of days in the year completed through the date of termination6) of the Employee’s target bonus for the year of termination months, and (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5ii) an amount equal to the Employee’s target quarterly bonus for paid or payable to Employee over the year of termination, two (62) the costs of COBRA continuation coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee quarters immediately prior to Employee's termination; (c) Cause any stock options issued to Employee which have not lapsed and which are not otherwise exercisable to be accelerated so as to immediately be exercisable by Employee; (d) Pay the termination Employer's portion of the COBRA health insurance continuation premium in the same amount Employer contributed for Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary 's health insurance as of the date of his Employee's termination through the remaining period of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable months of the Initial Term or Succeeding Term and no benefits shall be thereafter provide COBRA health care continuation at Employee's cost (provided pursuant to this Section 5(b) until that the Employee has executed a release and waiver agreement (substantially makes the required premium contributions); provided, however, that Employer's obligation to contribute its portion of the COBRA insurance premium will cease immediately in the form attached hereto event Employee becomes employed following termination. Employee agrees to notify Employer immediately regarding such new employment; and (e) Provide to Employee such other payments or benefits as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stockmay be expressly required by law.

Termination Without Cause; Termination for Good Reason. Subject (i) During the Term, Employer shall have the right, exercisable upon not less than five (5) business days’ prior written notice to Employee, to terminate Employee’s employment under this Agreement for any reason at any time (provided that the parties understand and agree that any termination made in accordance with Section 5(a) or (c), above shall not be deemed a termination made under this Section 5(d)). In addition, Employee shall have the right, exercisable upon not less than five (5) business days’ prior written notice to Employer, to terminate his employment for Good Reason. (ii) During the Term, if Employee has a Separation from Service by reason of termination from employment by Employer without Cause, or termination from employment by Employee for Good Reason, then Employee shall be entitled to receive: (A) all Base Salary and other benefits accrued hereunder through, but not including, the date of such Separation from Service; (B) reimbursement of expenses pursuant to Section 6(b4(c); and (C) subject to Section 8(d) below, upon termination of a severance benefit (the “Severance Benefit”) equal to two and one half (2 1/2) times Employee’s employment with the Company by the Company without Cause (annual rate of Base Salary, as defined in Section 5(f) below) or by the Employee for Good Reason (as defined in Section 5(f) below), other than as a result of death or Disability, the Company shall pay to or provide the Employee the following: (1) any unpaid base salary the Employee has earned through the date of termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on the number of days in the year completed through the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount equal to the Employee’s target bonus for the year of termination, (6) the costs of COBRA continuation coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee effect immediately prior to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employmentsuch Separation from Service; provided, will become immediately vested andhowever, if applicable, exercisable. No amount that Employee shall be payable entitled to the Severance Benefit only if Employee executes and no benefits delivers to Employer a general release (the “Release”) of any and all claims, which Release shall be provided pursuant to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially in the form attached hereto as Schedule Exhibit A, within fifty (50) days after the date of such Separation from Service and Employee does not revoke the Release in accordance with the terms thereof. The Severance Benefit shall be paid in a lump sum cash payment and is subject to forfeiture in accordance with Section 8(d). Subject to the requirements of Section 409A of the Code, as applicable, such lump sum cash payment shall be paid during the five (5) day period following the expiration of the 50-day time period described immediately above. (iii) During the Term, upon any termination of Employee’s employment by Employer without Cause or by Employee for Good Reason, all stock options, restricted stock awards or issuances and other rights to acquire any capital stock of Employer granted or provided to Employee (if any), which are subject to vesting or any right of repurchase, will immediately vest in full and all rights to repurchase will lapse in their entirety. Employer shall ensure that any and all applicable stock option/stock issuance plans and other relevant plans and agreements that are contrary to the foregoing sentence, whether now in existence or hereinafter arising, will conform to the preceding sentence. Also, Employer shall ensure that, with respect to any stock options granted by Employer to Employee after the date hereof, such stock options shall provide that, upon any termination under this Section 5(d), Employee shall be entitled to exercise such stock option for not less than three (3) years after the date of termination (but in no event after the expiration of the original term of the stock option). (iv) As used in this Agreement, “Good Reason” means any of the following: (A) any material diminution by Employer in Employee’s duties such that Employee’s duties are no longer consistent with the position of the President and Chief Executive Officer of Employer unless Employee provides his prior written consent to such diminution; (B) any action by Employer that causes Employee to no longer report directly to the Board; (C) releasing any reduction by Employer in any material portion of Employee’s compensation (whether Base Salary, fringe benefits, participation in bonus or incentive programs, or otherwise), unless Employee provides his prior written consent to such reduction; (D) a relocation by Employer of Employee’s place of employment by more than fifty (50) miles, unless Employee provides his prior written consent to such relocation; (E) Employer’s other material breach of this Agreement (i.e., material breaches other than any breach falling within any of clauses (A) through (D) preceding); and waiving (F) a Change in Control (as such term is defined below in Section 6); provided, that any claims against such action or event shall constitute “Good Reason” only if (I) Employee provides Employer with written notice thereof (specifying such action or event in reasonable detail) within ninety (90) days after the Company later of (x) the initial occurrence thereof or (y) Employee’s actual knowledge and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director understanding of the Company initial occurrence thereof, and (II) Employer fails to cure such action or event within thirty (30) days after Employer’s receipt of such written notice (except that, with respect to a valid and effective resignation from the Board unless the Employee beneficially ownsChange in Control, directly no such cure or indirectly, 5% or more of the Company’s Common Stockcure period shall be applicable).

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b) belowThe Company may terminate the Executive's employment at any time without Cause, upon termination of for any reason or no reason and the Employee’s Executive may terminate his employment with the Company by at any time for Good Reason. If the Company without Cause (as defined or the Executive terminates the Executive's employment and such termination is not described in Section 5(f4 or Section 5.1, (i) the Executive shall have no right to receive any compensation or benefit hereunder on and after the Effective Date of the Termination of employment other than Base Salary and other benefits, including payment for accrued but unused vacation (but excluding any bonuses except as provided in clause (ii) below) earned and accrued under this Agreement prior to the Effective Date of the Termination of employment (and reimbursement under this Agreement for expenses incurred prior to the Effective Date of the Termination of employment); (ii) the Executive shall receive a cash payment equal to the Severance Payment payable, at the election of the Executive, as follows: (X) one hundred percent (100%) of the aggregate amount due to the Executive shall be paid pro rata on a monthly basis to the Executive over a period of 12 months in equal pro rata amounts in accordance with the Company's regular payment periods, or (Y) in one lump sum cash payment on the Effective Date of Termination equal to 75% of the Severance Payment amount; (iii) all equity awards held by the Employee for Good Reason Executive shall become fully vested and exercisable; and (iv) this Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights hereunder (except as defined provided in Section 5(f) below7.8); provided, other than as a result however, that in the event that the Company elects not to renew this Agreement at the end of death or Disabilitythe Term and following any renewal of this Agreement and for all periods thereafter, the Company Executive shall pay not be entitled to or provide a Severance Payment. The "Severance Payment" means the Employee the followingsum of: (1i) any unpaid base salary the Employee has earned through Executive's Base Salary in effect on the date day of termination, termination and (ii) the Executive's Average Annual Bonus. The Executive's "Average Annual Bonus" means the average bonus actually paid to the Executive with respect to the prior two (2) any unpaid annual calendar years or if no bonus that has been paid in either of the Employee has earned with respect prior two (2) calendar years, Average Annual Bonus shall mean sixty-five percent (65%) of Executive's Base Salary. The Severance Payment shall be increased to a year ending prior to such termination, three (3) 12 months of times the Employee’s then current base salary paid sum of: (i) the Executive's Base Salary in effect on the Company’s normal payroll dates, (4) the pro-rated portion (based on the number day of days in the year completed through the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount equal to the Employee’s target bonus for the year of termination, (6) the costs of COBRA continuation coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (Bii) the Executive's Average Annual Bonus if such termination occurs after a Change in Control. For purposes of this Section 5.2, the "Effective Date of the Termination" shall mean the date on which a notice of termination is given or any later date (within thirty (30) days after the Employee becomes entitled giving of such notice) agreed to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior to the termination Company, set forth in such notice of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be provided pursuant to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stocktermination.

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b) belowThe Company may terminate the Executive’s employment at any time without Cause, upon termination of for any reason or no reason and the EmployeeExecutive may terminate the Executive’s employment with the Company by for Good Reason. If the Company without Cause (as defined or the Executive terminates the Executive’s employment and such termination is not described in Section 5(f4 or Section 5.1 through Section 5.5, (i) belowthe Executive shall receive the Executive’s Annual Salary earned and accrued under this Agreement prior to the Effective Date of the Termination, any bonus for the prior year which has been awarded but not yet paid, and other benefits, including payment for accrued but unused vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination) or by and an amount equal to the Employee product of (x) the Executive’s target annual bonus for Good Reason the fiscal year of the Executive’s termination of employment and (as defined in Section 5(fy) below), other than as a result of death or Disabilityfraction, the Company shall pay to or provide the Employee the following: (1) any unpaid base salary the Employee has earned through the date numerator of termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on which is the number of days in the current fiscal year completed through the date of termination) Effective Date of the Employee’s target bonus for Termination, and the year denominator of termination (paid on the normal date for the payment of the bonus)which is 365, such amount to be paid only if to the Employee has met his pro-rated objective performance targets through Executive within 30 days of the date Effective Date of termination, Termination; (5ii) an amount the Executive shall receive a cash payment equal to the EmployeeSeverance Payment payable within 30 days of the Effective Date of the Termination; (iii) for 18 months after the Effective Date of the Termination, the Company shall continue medical, prescription and dental benefits to the Executive and/or the Executive’s target bonus for family at least equal to those which would have been provided to them in accordance with the year welfare benefit plans, practices, policies and programs provided by the Company to the extent applicable generally to other peer employees of terminationthe Company and its affiliated companies, (6) as if the costs of COBRA continuation coverage for the Employee and his dependents from the date the EmployeeExecutive’s employment terminates through had not been terminated; provided, however, that if the earlier Executive becomes reemployed with another employer and is eligible to receive medical, prescription and dental benefits under another employer provided plan, the medical, prescription and dental benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility; (Aiv) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives Equity Awards held by the Employee immediately prior Executive shall become fully vested and exercisable (notwithstanding anything to the termination contrary contained in any plan); and (v) this Agreement shall otherwise terminate upon the Effective Date of the Employee’s employment that, but for Termination and the termination of the Employee’s employment, would Executive shall have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be further rights hereunder (except as provided pursuant to this in Section 5(b) until the Employee has executed a release and waiver agreement (substantially in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stock7.14).

Termination Without Cause; Termination for Good Reason. Subject Ceridian may terminate this Agreement and Executive’s employment without Cause on at least 30 days’ written notice. Executive may terminate this Agreement and Executive’s employment with or without Good Reason on at least 30 days’ written notice. In the event of Termination of Executive’s Employment pursuant to this Section 6(b4.03, compensation shall be paid as follows: (a) belowIf the notice of termination is given by Ceridian without Cause or by Executive for Good Reason, upon Executive shall be paid at the usual rate of her annual Base Salary through the 30 day notice period (provided, however, that Ceridian shall have the option of making termination of the EmployeeAgreement and Termination of Executive’s employment with Employment effective immediately upon notice in which case Executive shall be paid a lump sum representing the Company by the Company without Cause (as defined in Section 5(f) below) or by the Employee for Good Reason (as defined in Section 5(f) belowvalue of 30 days worth of salary), other than as a result of death or Disability, and Executive shall become entitled to the Company shall pay to or provide the Employee the following: following severance benefits: (1) any unpaid base salary a lump sum cash payment equal to two times the Employee has earned through the date of termination, Executive’s then-current annual Base Salary. (2) any unpaid annual a prorated portion of Executive’s bonus that compensation, if any, to which Executive would have otherwise become entitled for the Employee has earned with respect to fiscal year in which the Termination of Employment occurs had Executive remained continuously employed for the full fiscal year, calculated by multiplying such bonus compensation by a year ending prior to such terminationfraction, (3) 12 months the numerator of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on which is the number of days in the applicable fiscal year completed through the date of terminationtermination and the denominator of which is 365 (without giving effect to any reduction in bonus opportunity constituting Good Reason); (3) reasonable executive-level outplacement services, not to exceed $20,000, for a period of up to 24 months (or if earlier, until the Employee’s target bonus for the year first acceptance by Executive of termination (paid on the normal date for the payment an offer of the bonusemployment), such amount to be paid only provided through Executive’s preferred provider of such services; and (4) if the Employee has met his pro-rated objective performance targets through the date of following termination, (5) an amount equal to the Employee’s target bonus for the year of termination, (6) the costs of Executive elects COBRA continuation coverage for Executive and his/her eligible dependents under Ceridian’s group health plan, Ceridian shall reimburse Executive for the Employee applicable COBRA premiums paid for the first six months of the COBRA continuation period. (b) If Executive is a “specified employee” for the purposes of complying with the requirements of Section 409A(a)(2)(B)(i) of the Code, then any payments of severance, other than reasonable outplacement services, or other amounts of deferred compensation due under this Section 4.03, will be suspended and his dependents from not made until the first day immediately following the date the Employee’s employment terminates through the earlier of that his six (A6) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of months after the date of his the Executive’s termination of employment, will become immediately vested andemployment (or, if applicableearlier, exercisable. No amount upon the Executive’s death). (c) If the notice of termination is given by Executive without Good Reason, Executive shall be payable and no benefits shall be provided pursuant to this Section 5(b) until paid at the Employee has executed a release and waiver agreement (substantially in usual rate of her annual Base Salary through the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stock30 day notice period.

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b) below, upon termination of The Company may terminate the EmployeeExecutive’s employment at any time for any reason or no reason and the Executive may terminate the Executive’s employment with the Company by for Good Reason. If the Company without Cause (as defined or the Executive terminates the Executive’s employment and such termination is not described in Section 5(f4 or Section 5.1, (i) the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than Annual Salary and other benefits (but excluding any bonuses except as provided in the Bonus Plan and clause (ii) below) or by earned and accrued under this Agreement prior to the Employee effective date of the termination of employment (and reimbursement under this Agreement for Good Reason expenses incurred prior to the effective date of the termination of employment); (as defined in Section 5(fii) below), other than as the Executive shall receive (A) a result of death or Disability, the Company shall pay cash payment equal to or provide the Employee the following: one (1) any unpaid base salary times the Employee has earned through Executive’s Annual Salary (as in effect on the effective date of termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on the number of payable no later than 30 days in the year completed through the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount equal to the Employee’s target bonus for the year of termination, (6) the costs of COBRA continuation coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of after such termination and (B) for a period of one (1) year after termination of employment such continuing health benefits (including medical, vision or dental benefits), under the date on which Company’s health plans and programs applicable to senior executives of the Employee Company generally as the Executive would have received under this Agreement (and at such costs to the Executive) as would have applied in the absence of such termination (but not taking into account any post-termination increase in Annual Salary that may otherwise have occurred without regard to such termination and that may have favorably affected such benefits) it being expressly understood and agreed that nothing in this clause (ii)(B) shall restrict the ability of the Company to amend or terminate such plans and programs from time to time in its sole discretion; provided, however, that the Company shall in no event be required to provide such coverage after such time as the Executive becomes entitled to receive health coverage of a similar type benefits from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination employer or recipient of the EmployeeExecutive’s employment described in this Section 5(bservices (and provided, further, that such entitlement shall be determined without regard to any individual waivers or other arrangements), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and ; (iii) all other similar types of equity incentives outstanding unvested options held by the Employee immediately prior to Executive shall vest and such options shall remain exercisable for ninety (90) days following termination (or, if shorter, the balance of the regular term of the options); and (iv) this Agreement shall otherwise terminate upon such termination of employment and the Employee’s employment that, but for the termination of the Employee’s employment, would Executive shall have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be further rights hereunder (except as provided pursuant to this in Section 5(b) until the Employee has executed a release and waiver agreement (substantially in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stock7.14).

Termination Without Cause; Termination for Good Reason. Subject If the --------------------------------------------------------- Employer shall terminate Employee's employment other than pursuant to Section 6(b) below, upon termination of the Employee’s Sections 1.1 or 1.2 hereof or if Employee shall terminate his employment with the Company by the Company without Cause (as defined in Section 5(f) below) or by the Employee for Good Reason (as defined in Section 5(f) below)Reason, other than as a result of death or Disability, then the Company Employer shall pay to or provide Employee as severance pay in a lump sum in cash not later than the Employee tenth (10th) day following the following: (1) any unpaid Date of Termination, the following amounts: 2.3-1 Employee's full base salary the Employee has earned through the date Date of terminationTermination at the rate in effect at the time of Notice of Termination is given; 2.3-2 In lieu of any further salary or bonus payments to Employee for periods subsequent to the Date of Termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on the number of days in the year completed through the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount equal to the Employee’s target bonus for the year product of termination, (6a) the costs sum of COBRA continuation coverage (i) the highest of Employee's annual base salary in effect at any time from the three years prior to, through and including, the Date of Termination plus (ii) the highest of the aggregate bonuses paid to Employee during any fiscal year all or a part of which was included in the foregoing three year period (which shall include, without limitation, for fiscal 1998, the $200,000 forgivable advance paid to Employee in August 1998 as an incentive to continue to serve as an officer of the Company (the "Retention Bonus") plus (iii) the highest of the aggregate contributions made by the Employer on Employee's behalf in respect of Employee's participation in any 401(k) plan or plans of the Employer during any fiscal year all or a part of which was included in the foregoing three year period multiplied by (b) the number three (3); 2.3-3 In lieu of further payments to Employee under the Company's Supplemental Executive Retirement Plan (the "SERP"), an amount equal to the lump sum payment to which the Employee would be entitled under the SERP had a change in control as defined in the SERP occurred simultaneously with the change in control as defined in this Agreement; 2.3-4 If the Employer shall terminate Employee's employment other than pursuant to Section 1.1 or 1.2 hereof or if Employee shall terminate his employment for Good Reason, then Employee shall be entitled to exercise all options ("Options"), if any, then held by Employee under the Company's stock option plans for a period of twelve (12) months following the Date of Termination; and 2.3-5 All relocation and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary indemnity payments as set forth in Section 1.3-4 hereof, and all legal fees and expenses incurred by Employee as a result of such termination (including all such fees and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested andexpenses, if applicableany, exercisable incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be provided pursuant to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common StockAgreement).

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b) belowother provisions in this Article 6 to the contrary and during the Initial Term and any Succeeding Annual Terms only, upon the occurrence of a termination of the Employee’s employment with the Company by the Company without Cause (as defined in Section 5(f) below) by Employer or by the Employee a Termination for Good Reason by Employee, Employer shall: (a) Pay to Employee any and all accrued salary, bonuses and vacation; (b) Pay to Employee, or in the event of Employee's subsequent death, to Employee's surviving spouse, or if none, to Employee's estate, as defined severance pay or liquidated damages, or both, during each calendar month for a period extending over the number of months during which this Agreement would have remained in Section 5(f) below)effect, other than as a result of death or Disabilitywithout renewal, the Company shall pay to or provide the Employee the following: (1) any unpaid base salary the Employee has earned through the date of termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to but for such termination, a sum equal to (3i) 12 months the monthly rate of Salary payable under this Agreement for a period of the Employee’s then current base salary paid on the Company’s normal payroll dates, greater of (4a) the pro-rated portion (based on the number of days in the year completed through the date of termination) remainder of the Employee’s target bonus for the year of termination Initial Term or Succeeding Term, as applicable and (paid on the normal date for the payment of the bonus)b) twelve (12) months, such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, and (5ii) an amount equal to the Employee’s target quarterly bonus for paid or payable to Employee over the year of termination, four (64) the costs of COBRA continuation coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee quarters immediately prior to Employee's termination; (c) Cause any stock options issued to Employee which have not lapsed and which are not otherwise exercisable to be accelerated so as to immediately exercisable by Employee; Pay the termination Employer's portion of the COBRA health insurance continuation premium in the same amount Employer contributed for Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary 's health insurance as of the date of his Employee's termination through the remaining period of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable months of the Initial Term or Succeeding Term and no benefits shall be thereafter provide COBRA health care continuation at Employee's cost (provided pursuant to this Section 5(b) until that the Employee has executed a release and waiver agreement (substantially makes the required premium contributions); provided, however, that Employer's obligation to contribute its portion of the COBRA insurance premium will cease immediately in the form attached hereto event Employee becomes employed following termination. Employee agrees to notify Employer immediately regarding such new employment; and (d) Provide to Employee such other payments or benefits as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stockmay be expressly required by law.

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b) below, upon termination of the Employee’s employment with the Company by the Company without Cause (as defined in Section 5(f) below) or by the Employee for Good Reason (as defined in Section 5(f) below), other than as a result of death or Disability, the Company shall pay to or provide the Employee the following: (1) any unpaid base salary the Employee has earned through the date of termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on the number of days in the year completed through the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his her pro-rated objective performance targets through the date of termination, (5) an amount equal to the Employee’s target bonus for the year of termination, (6) the costs of COBRA continuation coverage for the Employee and his her dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of the date of his her termination of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be provided pursuant to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stock.

Termination Without Cause; Termination for Good Reason. Subject to Section 6(bIf (i) below, upon termination of the Company shall terminate the Employee’s employment with the Company by the Company without Cause (as defined in Section 5(f) below) or by the Employee for Good Reason (as defined in Section 5(f) below)'s employment, other than for Disability or for Cause, or (ii) the Employee shall terminate his employment for Good Reason, then: (1) the Company or Scotts shall pay to the Employee, within ten (10) days after the Date of Termination, the Accrued Obligations; (2) the Company or Scotts shall pay to the Employee, within ten (10) days after the Date of Termination, a lump sum amount in cash equal to three (3) multiplied by the sum of (i) the Employee's Base Salary as a result in effect immediately prior to the circumstances giving rise to the Notice of death Termination plus (ii) the highest annual Bonus paid to the Employee in respect of the three years preceding the Date of Termination; (3) to the extent permitted under the terms and conditions of each applicable plan or Disabilityarrangement, the Company or Scotts shall pay to or provide the Employee a lump sum payment, in cash, within ten (10) days after the following: (1) any unpaid base salary the Employee has earned through the date Date of terminationTermination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on the number of days in the year completed through the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount equal to the Employee’s target bonus 's accrued benefits (or the actuarial equivalent if applicable) as of the Date of Termination under the Pension Plans and the Benefit Plans. In addition, to the extent permitted under the terms and conditions of each applicable plan or arrangement, for purposes of computing the year of termination, (6) the costs of COBRA continuation coverage for benefits payable to the Employee under the Pension Plans and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (B) the date on Benefit Plans in which the Employee becomes entitled to health participated as of the Date of Termination, the Employee shall be treated as if he had continued in employment for three (3) years following the Date of Termination; and (4) for a period of three (3) years following the Date of Termination the Company or Scotts shall pay all costs and expenses associated with the continuation of coverage of a similar type from another employer, plus/less the Employee (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination as contemplated under Section 4980B of the Employee’s employment described in this Section 5(b)Internal Revenue Code of 1986, any stock optionsas amended) under all applicable medical, stock appreciation rights, performance shares, restricted stock, share rights disability and all other similar types of equity incentives held by the Employee life insurance plans as existed immediately prior to the termination circumstances giving rise to the Notice of the Employee’s employment thatTermination; PROVIDED, but for the termination of the Employee’s employmentHOWEVER, would have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No amount that such coverage shall be payable and no benefits shall be provided pursuant reduced to this Section 5(b) until the extent that the Employee has executed obtains similar coverage paid by a release and waiver agreement (substantially in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stocksubsequent employer.

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b(a) below, upon termination of the The Company may terminate Employee’s employment with hereunder at any time, for any reason or for no reason, without Cause, effective upon the Company date designated by the Company without Cause upon ninety (as defined in Section 5(f90) below) or by days prior written notice to Employee. In addition, the Employee may voluntarily terminate his employment for Good Reason (as defined below) following ninety (90) days prior written notice to the Board. (b) If Employee’s employment is terminated pursuant to Section 5.4(a) at any time, then Employee shall be entitled to: (i) receive all accrued but unpaid (as of the Termination Date) Salary, Benefits and maximum target Bonus (as set forth in Section 5(f4.2 of this Agreement) below), other than as a result of death or Disability, and (ii) the Company shall will continue to pay to or provide the Employee the following: (1) any unpaid base salary the Employee has earned through the date of termination, (2) any unpaid annual bonus that the Employee has earned in accordance with respect to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal regular payroll dates, practices one hundred fifty percent (4150%) the pro-rated portion (based of his then current Salary in effect on the number Termination Date during the eighteen (18) month period immediately following the Termination Date, subject to all tax withholding obligations, calculated on the basis of days the Salary in effect at the year completed through Termination Date. The Company’s obligations to pay the date of terminationamounts outlined in subsection (ii) of the Employee’s target bonus for first sentence of this Section 5.4(b) and in the year of termination (paid on the normal date for the payment of the bonus)immediately preceding sentence, such amount to as applicable, shall be paid only if contingent upon the Employee has met his pro-rated objective performance targets through the date executing and not revoking a release of termination, (5) an amount equal to the Employee’s target bonus for the year of termination, (6) the costs of COBRA continuation coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be provided claims pursuant to this Section 5(b) until the Employee has executed a release Separation Agreement and waiver agreement (Release substantially in the form attached hereto as Schedule C) releasing Exhibit B. All Benefits and waiving Bonuses shall cease at the time of such termination, subject to the terms of any claims against benefit or compensation plan then in force and applicable to Employee. Except as specifically set forth in this Section 5.4(b), the Company shall have no liability or obligation hereunder by reason of such termination. (c) For purposes of this Agreement, the term “Good Reason” shall mean the earliest to occur of any of the following events that are not consented to by the Employee: (i) any substantial and in which adverse alteration by the Company releases and waives claims against of Employee’s functions, duties or responsibilities, or other material breach of this Agreement by Company, that is not remedied by the Company within thirty (30) days after receiving notice of such material alteration or breach; (ii) failure by Company or its successor, within thirty days after a Change Of Control to confirm Employee’s position as Chief Executive Officer of the Company or (iii) except as otherwise agreed in advance by Employee, requiring the Employee and to be principally based (excluding all travel to perform the Employee’s services hereunder) at any office or location the site of which would result in a commuting distance of greater than 50 miles from Malvern, Pennsylvania; provided, further, that the Employee’s consent to any event which would otherwise constitute “Good Reason” shall be conclusively presumed if the Employee is serving as a Director does not exercise his rights hereunder within thirty (30) days of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stockevent.

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b) belowThe Company may terminate the Executive’s employment at any time without Cause, upon termination of for any reason or no reason and the EmployeeExecutive may terminate the Executive’s employment with the Company by for Good Reason. If the Company without Cause (as defined or the Executive terminates the Executive’s employment and such termination is not described in Section 5(f4 or Section 5.1: (a) below) the Executive shall have no right to receive any compensation or by benefit hereunder on and after the Employee for Good Reason (as defined in Section 5(f) below), Effective Date of the Termination other than as Annual Salary earned and accrued under this Agreement prior to the Effective Date of the Termination, any bonus for the prior year not yet paid, and other benefits, including payment for accrued but unused vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination) and an amount equal to the product of (x) the Executive’s Target Annual Bonus for the fiscal year of the Executive’s termination of employment and (y) a result of death or Disabilityfraction, the Company shall pay to or provide the Employee the following: (1) any unpaid base salary the Employee has earned through the date numerator of termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on which is the number of days in the current fiscal year completed through the date of termination) Effective Date of the Employee’s target bonus for Termination, and the year denominator of termination which is 365; (paid on b) the normal date for the Executive shall receive a cash payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount equal to the EmployeeSeverance Payment payable no later than 30 days after the Effective Date of the Termination; (c) for thirty months after the Effective Date of the Termination, the Company shall continue medical, prescription and dental benefits to the Executive and/or the Executive’s target bonus for family at least equal to those which would have been provided to them in accordance with the year welfare benefit plans, practices, policies and programs provided by the Company to the extent applicable generally to other peer employees of terminationthe Company and its affiliated companies, as if the Executive’s employment had not been terminated; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical, prescription and dental benefits under another employer provided plan, the medical, prescription and dental benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility; (6d) all Equity Awards held by the Executive shall become fully vested and exercisable; and (e) this Agreement shall otherwise terminate upon the Effective Date of the Termination and the Executive shall have no further rights hereunder (except as provided in Section 7.13). The “Severance Payment” means two and one-half (2 1/2) times the sum of: (i) the costs Executive’s Annual Salary in effect on the day of COBRA continuation coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (Bii) the Executive’s Average Annual Bonus. The Executive’s “Average Annual Bonus” means the average bonus actually paid to the Executive with respect to the prior three (3) calendar years, or if greater, 80% of his Annual Salary. For purposes of this Section 5.2, the “Effective Date of the Termination” shall mean the date on which a notice of termination is given or any later date (within thirty (30) days after the Employee becomes entitled to health coverage giving of a similar type from another employersuch notice) set forth in such notice of termination, plus/less (7) any positive/negative accrued vacation days. In addition to or in the foregoing, upon a case of termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior to the termination of the Employee’s employment thatExecutive for Good Reason, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of the date of his termination specified in such Executive’s notice of employmenttermination. The Company shall not be required to make the payments and provide the benefits specified in Sections 5.2(b), will become immediately vested and5.2(c), if applicableand 5.2(d) unless the Executive executes and delivers to the Company an agreement releasing the Company, exercisable. No amount shall be payable its affiliates and no its officers, directors and employees from all liability (other than the payments and benefits shall be provided pursuant to under this Section 5(bAgreement) until the Employee has executed a release and waiver agreement (substantially in the form set forth attached hereto as Schedule C) releasing Exhibit A and waiving any claims against the Company such agreement has become effective and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stockirrevocable.

Termination Without Cause; Termination for Good Reason. Subject Ceridian may terminate this Agreement and Executive’s employment without Cause on at least 30 days’ written notice. Executive may terminate this Agreement and Executive’s employment with or without Good Reason on at least 30 days’ written notice. In the event of Termination of Executive’s Employment pursuant to this Section 6(b4.03, compensation shall be paid as follows: (a) belowIf the notice of termination is given by Ceridian without Cause or by Executive for Good Reason, upon Executive shall be paid at the usual rate of her annual Base Salary through the 30 day notice period (provided, however, that Ceridian shall have the option of making termination of the EmployeeAgreement and Termination of Executive’s employment with Employment effective immediately upon notice in which case Executive shall be paid a lump sum representing the Company by the Company without Cause (as defined in Section 5(f) below) or by the Employee for Good Reason (as defined in Section 5(f) belowvalue of 30 days worth of salary), other than as a result of death or Disability, and Executive shall become entitled to the Company shall pay to or provide the Employee the following: following severance benefits: (1) any unpaid base salary a lump sum cash payment equal to two times the Employee has earned through the date sum of termination, Executive’s then-current annual Base Salary. (2) any unpaid annual a prorated portion of Executive’s bonus that compensation, if any, to which Executive would have otherwise become entitled for the Employee has earned with respect to fiscal year in which the Termination of Employment occurs had Executive remained continuously employed for the full fiscal year, calculated by multiplying such bonus compensation by a year ending prior to such terminationfraction, (3) 12 months the numerator of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on which is the number of days in the applicable fiscal year completed through the date of terminationtermination and the denominator of which is 365 (without giving effect to any reduction in bonus opportunity constituting Good Reason); (3) reasonable executive-level outplacement services, not to exceed $20,000, for a period of up to 24 months (or if earlier, until the Employee’s target bonus for the year first acceptance by Executive of termination (paid on the normal date for the payment an offer of the bonusemployment), such amount to be paid only provided through Executive’s preferred provider of such services; and (4) if the Employee has met his pro-rated objective performance targets through the date of following termination, (5) an amount equal to the Employee’s target bonus for the year of termination, (6) the costs of Executive elects COBRA continuation coverage for Executive and his/her eligible dependents under Ceridian’s group health plan, Ceridian shall reimburse Executive for the Employee applicable COBRA premiums paid for the first six months of the COBRA continuation period. (b) If Executive is a “specified employee” for the purposes of complying with the requirements of Section 409A(a)(2)(B)(i) of the Code, then any payments of severance, other than reasonable outplacement services, or other amounts of deferred compensation due under this Section 4.03, will be suspended and his dependents from not made until the first day immediately following the date the Employee’s employment terminates through the earlier of that his six (A6) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of months after the date of his the Executive’s termination of employment, will become immediately vested andemployment (or, if applicableearlier, exercisable. No amount upon the Executive’s death). (c) If the notice of termination is given by Executive without Good Reason, Executive shall be payable and no benefits shall be provided pursuant to this Section 5(b) until paid at the Employee has executed a release and waiver agreement (substantially in usual rate of her annual Base Salary through the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stock30 day notice period.

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b) belowThe Company may terminate the Executive’s employment at any time without Cause, upon termination of for any reason or no reason and the EmployeeExecutive may terminate the Executive’s employment with the Company by for Good Reason. If the Company without Cause (as defined or the Executive terminates the Executive’s employment and such termination is not described in Section 5(f4 or Section 5.1, (i) below) the Executive shall have no right to receive any compensation or by benefit hereunder on and after the Employee for Good Reason (as defined in Section 5(f) below), Effective Date of the Termination other than as Annual Salary earned and accrued under this Agreement prior to the Effective Date of the Termination, any bonus for the prior year not yet paid, and other benefits, including payment for accrued but unused vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination) and an amount equal to the product of (x) the Executive’s target annual bonus for the fiscal year of the Executive’s termination of employment and (y) a result of death or Disabilityfraction, the Company shall pay to or provide the Employee the following: (1) any unpaid base salary the Employee has earned through the date numerator of termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on which is the number of days in the current fiscal year completed through the date of termination) Effective Date of the Employee’s target bonus for Termination, and the year denominator of termination which is 365; (paid on ii) the normal date for the Executive shall receive a cash payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount equal to the Employee’s target bonus Severance Payment payable no later than 30 days after the Effective Date of the Termination; (iii) for one (1) year after the year Effective Date of terminationthe Termination, (6) the costs of COBRA continuation coverage for the Employee Company shall continue medical, prescription and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition dental benefits to the foregoingExecutive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the welfare benefit plans, upon a termination of the Employee’s employment described in this Section 5(b)practices, any stock options, stock appreciation rights, performance shares, restricted stock, share rights policies and all other similar types of equity incentives held programs provided by the Employee immediately prior Company to the termination extent applicable generally to other peer employees of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be provided pursuant to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and its affiliated companies, as if the Employee Executive’s employment had not been terminated; provided, however, that if the Executive becomes reemployed with another employer and is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stock.eligible to receive medical,

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b(i) below, upon termination of If the EmployeeExecutive’s employment with the Company and Stryve is terminated (i) by the Company or Stryve without Cause Cause, or (ii) by the Executive for Good Reason, subject to the Executive’s execution and non-revocation of a Release (as defined in Section 5(f) below) or by the Employee for Good Reason (as defined in accordance with Section 5(f) below), other than as a result of death or Disability, the Company shall pay to or provide the Employee the following: 7(b),then: (1) any unpaid base salary the Employee has earned through the date of termination, (2) any unpaid annual bonus that the Employee has earned with respect Executive shall be entitled to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on the number of days in the year completed through the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) receive an amount equal to twelve (12 ) months of Base Salary plus the Employee’s target bonus for product of twelve (12) months multiplied by one-twelfth (1/12) of the year of terminationTarget Bonus (subject to withholding and payroll taxes) (the “Severance Payment”), which shall be paid out in equal installments over twelve (612) months pursuant to the costs of COBRA continuation coverage for normal payroll schedule (the Employee and his dependents from the date the Employee’s employment terminates through the earlier of (A) “Salary Continuation Period”); provided that the first anniversary Severance Payment shall not be made until after the sixtieth (60th) day following the Date of Termination, and shall include any amounts that would have otherwise been paid prior to such date; and provided further that, to the extent a six-month delay is required for purposes of compliance with Section 409A, then any Severance Payments shall be delayed to the extent required for such compliance. September 2024- CXXXXXXXXXX XXXXXX (2) During the Salary Continuation Period, Executive and Executive’s dependents shall continue to participate in the then-current medical, dental and vision benefits under the Company’s benefit plans on the same terms as they were participating in such benefits as of the Date of Termination, subject to Executive’s payment of applicable premiums and only to the extent consistent with the eligibility and other terms of such termination plans and any applicable insurance policies or arrangements and applicable law; provided that such participation may be provided on an after-tax basis (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days“Continued Benefits”). In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights The Severance Payment and all other similar types of equity incentives held by the Employee immediately prior to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No amount Continued Benefits shall be payable and no benefits collectively referred to as the “Severance Benefits.” (3) No Severance Payment shall be provided pursuant made if Executive fails to this Section 5(b) until the Employee has executed sign or signs and revokes a general release and waiver agreement (substantially of claims in the a form attached hereto as Schedule C) releasing and waiving any claims against reasonably acceptable to the Company and in which Stryve (“Release”). The Release must be executed and become effective and irrevocable within the Company releases sixty (60) calendar day period following the Date of Termination and waives claims against is subject to compliance with all the Employee and if the Employee is serving as a Director terms of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stockthis agreement.

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b) belowother provisions in this Article 6 to the contrary and during the Initial Term any Succeeding Term, upon the occurrence of a termination of the Employee’s employment with the Company by the Company without Cause (as defined in Section 5(f) below) by Employer or by the Employee a Termination for Good Reason by Employee, Employer shall: (a) Pay to Employee any and all accrued Salary, bonuses and vacation; (b) Pay to Employee, or in the event of Employee's subsequent death, to Employee's surviving spouse, or if none, to Employee's estate, as defined in Section 5(fseverance pay or liquidated damages, or both, a sum equal to (i) belowthe monthly rate of salary payable to Employee under this Employment Agreement for a period of twelve (12) months, and (ii) the amount of one full quarterly incentive bonus, earned; (c) Cause any stock options issued to Employee which have not lapsed and which are not otherwise exercisable to be accelerated so as to be immediately exercisable by Employee (or Employee’s surviving spouse or estate), other than as a result of death or Disability, ; (d) Pay the Company shall pay to or provide the Employee the following: (1) any unpaid base salary the Employee has earned through the date of termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months Employer’s portion of the COBRA health insurance continuation premium in the same amount Employer contributed for Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on the number of days in the year completed through the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount equal to the Employee’s target bonus for the year of termination, (6) the costs of COBRA continuation coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary insurance as of the date of his Employee’s termination for a period of employmentthree (3) months and thereafter provide Employee the opportunity to continue to elect COBRA health care continuation at Employee’s cost (provided that Employee makes the required premium contributions); provided, however, that Employer's obligation to contribute its portion of the COBRA insurance premium during this period will become cease immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be provided pursuant to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially in the form attached hereto event Employee becomes employed following termination. Employee agrees to notify Employer immediately regarding such new employment; and (e) Provide to Employee such other payments or benefits as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stockmay be expressly required by law.

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b) below, upon Upon the termination of the EmployeeExecutive’s employment with the Company by the Company without Cause (as defined in Section 5(f) below) or by the Employee for Good Reason (as defined in Section 5(f) below), other than as a result of death a Termination without Cause or Disabilityfor Good Reason, the Executive shall not have any further rights or claims against the Company under this Agreement except the right to receive (i) the payments and other rights provided for in Section 10(a) hereof and (ii) severance benefits in the form of (A) a continuation of the Executive’s base salary as in effect immediately prior to such termination (but without regard to any reduction in base salary that was the event of Good Reason) for a period of 12 months following the effective date of such termination; and (B) to the extent that the Executive has elected and is continuing to receive COBRA continuation coverage under the Company’s group health plan in accordance with Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), the Company shall pay to or provide reduce the Employee the following: (1) any unpaid base salary the Employee has earned through the date of termination, (2) any unpaid annual bonus COBRA premiums that the Employee has earned with respect Executive is required to pay during the first twelve (12) months following the Executive’s termination of employment to that the Company charges to its active employees for the same level of group health coverage; provided, however, that the severance benefits described in clause (b)(ii) herein shall be provided in consideration for, and only after the Executive executes a year ending prior to such termination, General Release (3) 12 months of the Employee’s then current base salary paid which shall be provided on the Company’s normal payroll dates, (4) the pro-rated portion (based on the number of days in the year completed through or about the date of termination) containing terms reasonably satisfactory to the Company within the time specified therein, but in no event later than fifty (50) days following the Executive’s termination of employment. Subject to Section 24 hereof, if the Executive timely executes such General Release and the applicable revocation period with respect to such General Release lapses, the Executive shall receive the first two (2) months of Executive’s salary continuation as provided in clause (ii) herein sixty (60) days after the Executive’s termination of employment and the remaining payments in accordance with the Company’s payroll practices. If the Executive does not timely execute the General Release or if the Executive revokes the General Release within the applicable revocation period prescribed by law, the Executive shall not be entitled to receive any severance benefits and the Executive will be required to pay one hundred two percent (102%) of the Employee’s target bonus applicable premium (as defined in Code Section 4980B) for the year of termination (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount equal to the Employee’s target bonus for the year of termination, (6) the costs of any COBRA continuation coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held elected by the Employee immediately prior to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be provided pursuant to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common StockExecutive.

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b) belowother provisions in this Article 6 to the contrary and during the Initial Term and any Succeeding Annual Terms only, upon the occurrence of a termination of the Employee’s employment with the Company by the Company without Cause (as defined in Section 5(f) below) by Employer or by the Employee a Termination for Good Reason by Employee, Employer shall: (a) Pay to Employee any and all accrued salary, bonuses and vacation; (b) Pay to Employee, or in the event of Employee’s subsequent death, to Employee’s surviving spouse, or if none, to Employee’s estate, as defined severance pay or liquidated damages, or both, during each calendar month for a period extending over the number of months during which this Agreement would have remained in Section 5(feffect, without renewal, but for such termination, a sum equal to (i) below), other than as a result the greater of death or Disability, the Company shall pay to or provide the Employee the following: (1) any unpaid base salary one-half of the Employee has earned through the date of termination, Salary and (2) any unpaid annual bonus that the Employee has earned with respect to monthly rate of Salary payable under this Agreement for a year ending prior to such termination, (3) 12 months period of the remainder of the Initial Term or the Succeeding Term, as applicable, each payable in semi-monthly installments, and (ii) quarterly bonus payments for a period of the remainder of the Initial Term, or the Succeeding Term, as applicable; (c) Cause any stock options issued to Employee which have not lapsed and which are not otherwise exercisable to be accelerated so as to be immediately exercisable by Employee; pay the Employer’s portion of the COBRA health insurance continuation premium in the same amount Employer contributed for Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on the number of days in the year completed through the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount equal to the Employee’s target bonus for the year of termination, (6) the costs of COBRA continuation coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary insurance as of the date of his Employee’s termination through the remaining period of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable months of the Initial Term or Succeeding Term and no benefits shall be thereafter provide COBRA health care continuation at Employee’s cost (provided pursuant to this Section 5(b) until that the Employee has executed a release and waiver agreement (substantially makes the required premium contributions); provided, however, that Employer’s obligation to contribute its portion of the COBRA insurance premium will cease immediately in the form attached hereto event Employee becomes employed following termination, and is eligible for alternative coverage. Employee agrees to notify Employer immediately regarding such new employment; and Employee Bridgeline (d) Provide to Employee such other payments or benefits as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stockmay be expressly required by law.

Termination Without Cause; Termination for Good Reason. Subject Ceridian may terminate this Agreement and Executive’s employment without Cause on at least 30 days’ written notice. Executive may terminate this Agreement and Executive’s employment with or without Good Reason on at least 30 days’ written notice. In the event of Termination of Executive’s Employment pursuant to this Section 6(b4.03, compensation shall be paid as follows: (a) belowIf the notice of termination is given by Ceridian without Cause or by Executive for Good Reason, upon Executive shall be paid at the usual rate of her annual Base Salary through the 30 day notice period (provided, however, that Ceridian shall have the option of making termination of the EmployeeAgreement and Termination of Executive’s employment with Employment effective immediately upon notice in which case Executive shall be paid a lump sum representing the Company by the Company without Cause (as defined in Section 5(f) below) or by the Employee for Good Reason (as defined in Section 5(f) belowvalue of 30 days worth of salary), other than as a result of death or Disability, and Executive shall become entitled to the Company shall pay to or provide the Employee the following: following severance benefits: (1) any unpaid base salary a lump sum cash payment equal to two times the Employee has earned through the date sum of termination, Executive’s then-current annual Base Salary. (2) any unpaid annual a prorated portion of Executive’s bonus that compensation, if any, to which Executive would have otherwise become entitled for the Employee has earned with respect to fiscal year in which the Termination of Employment occurs had Executive remained continuously employed for the full fiscal year, calculated by multiplying such bonus compensation by a year ending prior to such terminationfraction, (3) 12 months the numerator of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on which is the number of days in the applicable fiscal year completed through the date of terminationtermination and the denominator of which is 365 (without giving effect to any reduction in bonus opportunity constituting Good Reason); (3) reasonable executive-level outplacement services, not to exceed $20,000, for a period of up to 24 months (or if earlier, until the Employee’s target bonus for the year first acceptance by Executive of termination (paid on the normal date for the payment an offer of the bonusemployment), such amount to be paid only if provided through Executive’s preferred provider of such services; and (4) the Employee has met his proExecutive will also be provided a choice of either continuation of certain employment related benefits for a period of twenty-rated objective performance targets through the date four months or continuation of termination, (5) certain employment related benefits for a period of eight weeks with an amount additional lump sum cash payment equal to the Employee’s target bonus for the year 10% of terminationhis then current annual Base Salary. Those benefits to be continued include health insurance, (6) the costs of COBRA continuation dental insurance and life insurance. However, subject to applicable legislation, both short and long term disability coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, will be discontinued immediately upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior to the termination of the Employee’s employment that, but for the termination of the EmployeeExecutive’s employment, would have become vested andTo the extent provided, if applicable, exercisable continued coverage pursuant to the aforementioned benefit plans will be conditional upon the Executive satisfying the terms and conditions required by the first anniversary individual insurance policies. (b) If the notice of the date of his termination of employmentis given by Executive without Good Reason, will become immediately vested and, if applicable, exercisable. No amount Executive shall be payable and no benefits shall be provided pursuant to this Section 5(b) until paid at the Employee has executed a release and waiver agreement (substantially in usual rate of her annual Base Salary through the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stock30 day notice period.

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b) belowother provisions in this Article 6 to the contrary and during the Initial Term and any Succeeding Annual Terms only, upon the occurrence of a termination of the Employee’s employment with the Company by the Company without Cause (as defined in Section 5(f) below) by Employer or by the Employee a Termination for Good Reason by Employee, Employer shall: (a) Pay to Employee any and all accrued salary, bonuses and vacation; (b) Pay to Employee, or in the event of Employee's subsequent death, to Employee's surviving spouse, or if none, to Employee's estate, as defined in Section 5(f) below)severance pay or liquidated damages, other than as or both, a result of death or Disability, the Company shall pay sum equal to or provide the Employee the following: (1) any unpaid base salary the Employee has earned through the date of termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4i) the pro-rated portion monthly rate of Salary payable under this Agreement for a period of six (based on the number of days 6) months; provided, however in the year completed through the date event of terminationChange of Control (See Section 6.4) of the Company the Employer,or in the event of Employee’s target bonus 's subsequent death, to Employee's surviving spouse, or if none, to Employee's estate, as severance pay or liquidated damages the monthly rate of Salary payable under this Agreement for the year a period of termination (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount equal to the Employee’s target bonus for the year of termination, six (6) months. (c) Cause any stock options issued to Employee which have not lapsed and which are not otherwise exercisable to be accelerated so as to immediately exercisable by Employee; (d) Pay the costs Employer’s portion of the COBRA health insurance continuation coverage premium in the same amount Employer contributed for the Employee and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary insurance as of the date of his Employee’s termination for a period of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable six (6) months and no benefits shall be thereafter provide Employee the opportunity to continue to elect COBRA health care continuation at Employee’s cost (provided pursuant to this Section 5(b) until that the Employee has executed a release and waiver agreement (substantially makes the required premium contributions); provided, however, that Employer's obligation to contribute its portion of the COBRA insurance premium during this three month period will cease immediately in the form attached hereto event Employee becomes employed following termination. Employee agrees to notify Employer immediately regarding such new employment; and (e) Provide to Employee such other payments or benefits as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director may be expressly required by law. Page 7 of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stock.12 Employer: _____ Employee: _____

Termination Without Cause; Termination for Good Reason. Subject If the --------------------------------------------------------- Employer shall terminate Employee's employment other than pursuant to Section 6(b) below, upon termination of the Employee’s Sections 1.1 or 1.2 hereof or if Employee shall terminate his employment with the Company by the Company without Cause (as defined in Section 5(f) below) or by the Employee for Good Reason (as defined in Section 5(f) below)Reason, other than as a result of death or Disability, then the Company Employer shall pay to or provide Employee as severance pay in a lump sum in cash not later than the Employee tenth (10th) day following the following: (1) any unpaid Date of Termination, the following amounts: 2.3-1 Employee's full base salary the Employee has earned through the date Date of terminationTermination at the rate in effect at the time of Notice of Termination is given; 2.3-2 In lieu of any further salary or bonus payments to Employee for periods subsequent to the Date of Termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on the number of days in the year completed through the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount equal to the Employee’s target bonus for the year product of termination, (6a) the costs sum of COBRA continuation coverage for (i) the highest of Employee's annual base salary in effect at any time from the three years prior to, through and including, the Date of Termination plus (ii) the highest of the aggregate bonuses paid to Employee during any fiscal year all or a part of which was included in the foregoing three year period plus (iii) the highest of the aggregate contributions made by the Employer on Employee's behalf in respect of Employee's participation in any 401(k) plan or plans of the Employer during any fiscal year all or a part of which was included in the foregoing three year period multiplied by (b) the number three (3); 2.3-3 In lieu of further payments to Employee under the Company's Supplemental Executive Retirement Plan (the "SERP"), an amount equal to the lump sum payment to which the Employee would be entitled under the SERP had a change in control as defined in the SERP occurred simultaneously with the change in control as defined in this Agreement; 2.3-4 If the Employer shall terminate Employee's employment other than pursuant to Section 1.1 or 1.2 hereof or if Employee shall terminate his employment for Good Reason, then Employee shall be entitled to exercise all options ("Options"), if any, then held by Employee under the Company's stock option plans for a period of twelve (12) months following the Date of Termination; and 2.3-5 All relocation and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary indemnity payments as set forth in Section 1.3-4 hereof, and all legal fees and expenses incurred by Employee as a result of such termination (including all such fees and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested andexpenses, if applicableany, exercisable incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be provided pursuant to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common StockAgreement).

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b) belowDuring the Term, upon termination of if the EmployeeExecutive’s employment with the Company is terminated by the Company without Cause (as defined provided in Section 5(f) below) 3(d), or by the Employee Executive terminates the Executive’s employment for Good Reason (as defined provided in Section 5(f) below3(e), other then the Company shall pay the Executive the Executive’s Accrued Benefit. In addition, subject to the Executive signing a separation and general release agreement in a form and manner satisfactory to the Company that shall include without limitation a general release of claims and post-employment obligations consistent with the Restrictive Covenants Agreement (the “Separation and General Release Agreement”), the Separation and General Release Agreement becoming irrevocable and fully effective, all within the time frame set forth in the Separation and General Release Agreement (but in no event later than as a result sixty (60) days after the Date of death or DisabilityTermination): i. the Company shall pay the Executive an amount equal to twelve (12) months of the Executive’s then current Base Salary (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches Section 8 of this Agreement, including the Restrictive Covenants Agreement which is incorporated herein by reference, all payments of the Severance Amount shall immediately cease; ii. if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the group health plan provider, the COBRA provider or provide the Employee Executive (subject to proof of payment) a monthly payment until the following: earliest of (1i) any unpaid base salary twelve (12) months following the Employee has earned through Date of Termination, (ii) the end of the Executive’s COBRA health continuation period, or (iii) the date of termination, the Executive becomes eligible for health insurance coverage in connection with new employment or self-employment (2) and the Executive’s eligibility for any unpaid annual bonus that such benefits shall be promptly reported by the Employee has earned with respect Executive to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on the number of days in the year completed through the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) in an amount equal to the Employeemonthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; and iii. the amounts payable under this Section 4(b) shall be paid out in substantially equal installments in accordance with the Company’s target bonus for payroll practice over twelve (12) months commencing within sixty (60) days after the Date of Termination; provided, however, that if the sixty (60)-day period begins in one calendar year of terminationand ends in a second calendar year, (6) the costs of COBRA continuation coverage for severance amount shall begin to be paid in the Employee and his dependents from second calendar year by the date the Employee’s employment terminates through the earlier of (A) the first anniversary last day of such termination and sixty (B) 60)-day period; provided, further, that the date on which the Employee becomes entitled initial payment shall include a catch-up payment to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition cover amounts retroactive to the foregoing, upon a termination day immediately following the Date of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisableTermination. No amount shall be payable and no benefits shall be provided Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 5(b) until the Employee has executed a release and waiver agreement (substantially in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stock1.409A-2(b)(2).

Termination Without Cause; Termination for Good Reason. Subject i. In addition to Section 6(b) belowthe salary, upon termination benefits and expense reimbursement described in Paragraph 7A, if the Executive’s services are terminated pursuant to Xxxxxxxxx 0X or 6D at any time prior to the end of the EmployeeTerm, the Executive also shall be entitled to (i) the continuation of his Base Salary (as determined in Paragraph 4A, at the rate in effect immediately prior to the date of such termination) (“Salary Continuation”) for a period of six (6) months (the “Initial Severance Period”) payable in accordance with the payroll policies from time to time in effect, but in no event less frequently than monthly, commencing on the payroll date next following the sixtieth (60th) day following the date of such termination (but with the first payment being a lump-sum payment covering all payment periods from the date of termination through the date of such first payment), but in no event later than ninety (90) days following the date of such termination, (ii) any earned but unpaid bonus under the Incentive Plan for any previously completed performance period under the Incentive Plan (the “Accrued Bonus”), to be paid at the same time that bonuses are otherwise paid to employees under the Incentive Plan; (iii) an amount equal to 50% of the target bonus under the Incentive Plan in the year of termination multiplied by one (1) (the “Severance Bonus”), payable in a lump sum within sixty (60) days following the date of such termination; (iv) a pro-rated bonus under the Incentive Plan, to the extent such plan is still in effect on the date the Executive’s employment terminates, to be paid at the same time that bonuses are otherwise paid to employees under the Incentive Plan (the “Pro-Rated Bonus”); and (v) if the Executive elects COBRA continuation coverage, the Company shall pay for such health insurance coverage through the Initial Severance Period (or, if shorter, until the date the Executive becomes eligible for coverage under another group health plan) at the same rate as it pays for health insurance coverage for its active employees (with the Executive required to pay for any employee-paid portion of such coverage). After the Initial Severance Period concludes, the Executive shall be responsible for the payment of all premiums attributable to COBRA continuation coverage, unless the Company becomes obligated for payments during the “Additional Severance Period” (as defined below). Nothing herein provided, however, shall be construed to extend the period of time over which such COBRA continuation coverage otherwise may be provided to the Executive and his dependents. The Pro-Rated Bonus shall be calculated by the Company by multiplying the actual bonus, if any, earned by the Executive under the Incentive Plan (based on actual financial results for the Company through the full twelve (12) month (performance period in which the Executive’s employment with the Company terminates) by a fraction, the numerator of which shall equal the number of complete calendar days the Executive was employed by the Company without Cause (as defined during such performance period and the denominator of which shall equal the number of complete calendar days in Section 5(f) below) or by the Employee for Good Reason (as defined full performance period under the Incentive Plan. Such amount shall be paid to the Executive at the same time that bonuses are otherwise paid to employees under the Incentive Plan. ii. Upon the expiration of the Initial Severance Period referenced in Section 5(f) belowsubparagraph 7B(i), other than as if the Executive’s services have terminated pursuant to Xxxxxxxxx 0X or 6D at any time prior to the end of the Term, the Executive may elect to implement an additional six (6) months of severance (the “Additional Severance Period”), during which the Executive will remain subject to the protective covenants in subparagraph 8D. If the Executive so elects, he will be entitled to: (i) an additional six (6) months of Salary Continuation; (ii) an additional amount equal to the Severance Bonus (i.e. 50% of the target bonus under the Incentive Plan in the year of termination), payable in a result lump sum within sixty (60) days following the Executive’s election of death or Disabilityan Additional Severance Period pursuant to this subparagraph; and (iii) if the Executive elects COBRA continuation coverage, the Company shall pay to or provide the Employee the following: (1) any unpaid base salary the Employee has earned for such health insurance coverage through the date of terminationAdditional Severance Period (or, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such terminationif shorter, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on the number of days in the year completed through until the date the Executive becomes eligible for coverage under another group health plan) at the same rate as it pays for health insurance coverage for its active employees (with the Executive required to pay for any employee-paid portion of termination) such coverage). Nothing herein provided, however, shall be construed to extend the period of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus), time over which such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount equal to the Employee’s target bonus for the year of termination, (6) the costs of COBRA continuation coverage for otherwise may be provided to the Employee Executive and his dependents from dependents. iii. If the date Executive serves out his full Term and the Employee’s Company delivers a written non-renewal notice pursuant to Paragraph 1 of the Agreement and the Executive terminates his employment terminates through upon the earlier expiration of (A) the first anniversary of such termination and (B) Term, the date on which the Employee becomes Executive shall be entitled to health coverage the continuation of a similar type from another employerhis Base Salary (as determined in Paragraph 4A, plus/less (7) any positive/negative accrued vacation days. In addition to at the foregoing, upon a termination of the Employee’s employment described rate in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee effect immediately prior to the termination date of such termination) for a period of six (6) months following the expiration of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be provided pursuant to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common StockTerm.

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b) below, upon termination of the Employee’s employment with If the Company by the Company terminates Employee's employment without Cause (except as defined provided in Section 5(f) below) or by the Employee for Good Reason (as defined in Section 5(f10(d) below), other than as a result of death or Disabilityif Employee terminates Employee's employment for Good Reason, the Company shall promptly pay or otherwise provide to or provide the Employee the following: following amounts in addition to those set forth in Section 10(a) of this Agreement: (1i) any unpaid base salary If the Employee has earned through the effective date of terminationtermination is on or before December 31, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination2001, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on the number of days in the year completed through the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount equal to the greater of (A) Employee’s target bonus 's Annual Base Salary or (B) the Annual Base Salary that, but for the year early termination, would have been paid Employee for the period commencing with the effective date of termination through the end of the Initial Period, calculated based on Employee's Annual Base Salary in effect at the time of termination, payable in a single lump sum by certified or bank cashier's check within 30 days of such termination; (6ii) If the effective date of termination is after December 31, 2001, an amount equal to the sum of (A) Employee's Annual Base Salary then in effect and (B) the costs amount of COBRA continuation coverage for Employee's actual bonus earned with respect to the Employee and his dependents from preceding calendar year, payable in a single lump sum by certified or bank cashier's check within 30 days of such termination; and (iii) Regardless of the effective date of termination, an amount equal to the Employee’s employment terminates through the earlier product of (A) the first anniversary of such termination maximum monthly premium payment that may be charged to continue coverage for Employee and Employee's dependents under the Company's health insurance plan under COBRA, and under all life insurance and disability policies provided by the Company for Employee multiplied by (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days18. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No Such amount shall be payable and no benefits shall be provided pursuant to this Section 5(bsemi-monthly in accordance with the Company's policies then in effect over a period of eighteen (18) until the Employee has executed a release and waiver agreement (substantially calendar months beginning in the form attached hereto as Schedule Cfirst calendar month following the effective date of such termination. Any unpaid amounts under this clause (ii) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the will cease if Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stockobtains substantially similar coverage under new employment.

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b) belowIf, upon termination of during the EmployeeTerm, the Company shall terminate the Executive’s employment with the Company by the Company without Cause (as defined in Section 5(f) below) or by the Employee for Good Reason (as defined in Section 5(f) below), any reason other than as a result of Cause, death or Disability, or the Executive terminates employment for Good Reason, the Company shall pay to or provide the Employee Executive in a lump sum in cash within 30 days after the following: (1) any unpaid base salary Date of Termination the Employee has earned through the date of termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months aggregate of the Employee’s then current base salary paid on the Company’s normal payroll dates, following amounts: (4i) the pro-rated portion Accrued Obligations; (based on ii) the number of days in the year completed through the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount equal to the Employee’s target bonus for the year of termination, (6) the costs of COBRA continuation coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier product of (A) the first anniversary of such termination two and (B) the date on sum of (x) the Executive’s annual Base Salary and (y) the highest Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any year during which the Employee becomes entitled Executive was employed for less than twelve full months), for the most recently completed three years during the Term, if any (such higher amount being referred to health coverage as the “Highest Annual Bonus”); (iii) For three years after the Executive’s Date of a similar type from another employerTermination, plus/less (7) any positive/negative accrued vacation days. In addition or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the foregoingExecutive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the plans, upon a termination programs, practices and policies described in Section 3.3 of this Agreement if the EmployeeExecutive’s employment described had not been terminated, but not less favorable than that provided to other executives in this Section 5(b)comparable positions with the Company; provided, any stock optionshowever, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior Company’s obligation hereunder with respect to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no foregoing benefits shall be provided limited to the extent that the Executive obtains any such benefits pursuant to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially subsequent employer’s benefit plans, in the form attached hereto as Schedule C) releasing and waiving any claims against which case the Company may reduce the coverage of any benefits it is required to provide the Executive hereunder so long as the aggregate coverages and in which benefits of the combined benefit plans is no less favorable to the Executive than the coverages and benefits required to be provided hereunder; and (iv) the Company releases and waives claims against shall at its sole expense, as incurred, reimburse the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially ownsExecutive up to $5,000 for bona-fide, directly or indirectly, 5% or more of the Company’s Common Stockprofessional out-placement services.

Termination Without Cause; Termination for Good Reason. Subject In addition to Section 6(b) belowthe salary, upon termination benefits and expense reimbursement described in Paragraph 7A, if the Executive’s services are terminated pursuant to Xxxxxxxxx 0X or 6D at any time prior to the end of the Employee’s employment Term, the Executive also shall be entitled to (i) the continuation of her Base Salary (as determined in Paragraph 4A, at the rate in effect immediately prior to the date of such termination) (“Salary Continuation”) for a period of nine (9) months (the “Severance Period”) payable in accordance with the Company by payroll policies from time to time in effect, but in no event less frequently than monthly, commencing on the Company without Cause payroll date next following the sixtieth (as defined in Section 5(f60th) below) or by day following the Employee for Good Reason date of such termination (as defined in Section 5(f) below), other than as but with the first payment being a result lump-sum payment covering all payment periods from the date of death or Disability, the Company shall pay to or provide the Employee the following: (1) any unpaid base salary the Employee has earned termination through the date of terminationsuch first payment), but in no event later than ninety (290) any unpaid annual bonus that days following the Employee has earned with respect to a year ending prior to date of such termination, (3ii) 12 months of any earned but unpaid bonus under the Employee’s then current base salary paid on Incentive Plan for any previously completed performance period under the Company’s normal payroll dates, Incentive Plan (4) the pro-rated portion (based on the number of days in the year completed through the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus“Accrued Bonus”), such amount to be paid only if at the Employee has met his pro-rated objective performance targets through same time that bonuses are otherwise paid to employees under the date of termination, Incentive Plan; (5iii) an amount equal to the Employee’s target bonus for under the Incentive Plan in the year of termination multiplied by three quarters (¾) (the “Severance Bonus”), payable in a lump sum within sixty (60) days following the date of such termination; (iv) a pro-rated bonus under the Incentive Plan, to the extent such plan is still in effect on the date the Executive’s employment terminates, to be paid at the same time that bonuses are otherwise paid to employees under the Incentive Plan (6the “Pro-Rated Bonus”); and (v) if the costs Executive elects COBRA continuation coverage, the Company shall pay for such health insurance coverage through the Severance Period (or, if shorter, until the date the Executive becomes eligible for coverage under another group health plan) at the same rate as it pays for health insurance coverage for its active employees (with the Executive required to pay for any employee-paid portion of such coverage). After the Severance Period concludes, the Executive shall be responsible for the payment of all premiums attributable to COBRA continuation coverage. Nothing herein provided, however, shall be construed to extend the period of time over which such COBRA continuation coverage otherwise may be provided to the Executive and her dependents. The Pro-Rated Bonus shall be calculated by the Company by multiplying the actual bonus, if any, earned by the Executive under the Incentive Plan (based on actual financial results for the Employee and his dependents from Company through the date full twelve (12) month (performance period in which the EmployeeExecutive’s employment terminates through with the earlier Company terminates) by a fraction, the numerator of (A) which shall equal the first anniversary number of such termination and (B) complete calendar days the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held Executive was employed by the Employee immediately prior to Company during such performance period and the termination denominator of which shall equal the Employee’s employment that, but for number of complete calendar days in the termination of full performance period under the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisableIncentive Plan. No Such amount shall be payable and no benefits shall be provided pursuant paid to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially in Executive at the form attached hereto as Schedule C) releasing and waiving any claims against same time that bonuses are otherwise paid to employees under the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common StockIncentive Plan.

Termination Without Cause; Termination for Good Reason. Subject If the Employer shall terminate Employee's employment other than pursuant to Section 6(b) below, upon termination of the Employee’s Sections 3.1 or 3.2 hereof or if Employee shall terminate his employment with the Company by the Company without Cause (as defined in Section 5(f) below) or by the Employee for Good Reason (as defined in Section 5(f) below)Reason, other than as a result of death or Disability, then the Company Employer shall pay to or provide Employee as severance pay in a lump sum in cash not later than the Employee tenth (10th) day following the following: (1) any unpaid Date of Termination, the following amounts: 4.3-1 Employee's full base salary the Employee has earned through the date Date of terminationTermination at the rate in effect at the time of Notice of Termination is given; 4.3-2 In lieu of any further salary or bonus payments to Employee for periods subsequent to the Date of Termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on the number of days in the year completed through the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount equal to the product of (a) the sum of (i) the highest of Employee’s target bonus 's annual base salary in effect at any time from the three years prior to, through and including, the Date of Termination plus (ii) the highest of the aggregate bonuses paid to Employee during any fiscal year all or a part of which was included in the foregoing three year period plus (iii) the highest of the aggregate contributions made by the Employer on Employee's behalf in respect of Employee's participation in any 401(k) plan or plans of the Employer during any fiscal year all or a part of which was included in the foregoing three year period multiplied by (b) the number three (3); 4.3-3 In lieu of ordinary shares of the Company ("Company Shares") issuable upon exercise of options ("Options"), if any, granted to Employee under the Company's stock option plans (which Options shall be canceled upon the making of the payment referred to below), Employee shall receive an amount in cash equal to the aggregate spread between the exercise prices of all Options held by Employee whether or not then fully exercisable, and the highest price per Company Share actually paid (including the fair market value of any securities into which or for which a Company Share was converted or exchangeable) in connection with any change in control of the Company (such price being hereinafter referred to as "Termination Price") and the Employer shall, if requested by Employee, purchase all Debentures (herein so called) theretofore purchased by Employee under the Company's convertible debenture plans, regardless of whether such Debentures are then convertible, in cash in an amount equal to the aggregate spread between the conversion price of the Debentures held by Employee and the Termination Price times the number of Company Shares into which the Debentures are convertible (assuming such Debentures were fully vested); provided that, notwithstanding the foregoing, in the event of a change in control of the Company, Employee shall have the right to require the Employer to make the payment in respect of such Options in the amount, and purchase such Debentures for the year purchase price, described in this Section 4.3-3 notwithstanding Employee's continuing employment with the Employer, which right shall be exercisable commencing immediately prior to the change in control of terminationthe Company and shall terminate 190 days following the change in control of the Company, and any such payment and purchase price shall be payable no later than the tenth (610th) day following (i) the costs change in control of COBRA continuation coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier of Company or (A) the first anniversary of such termination and (Bii) the date on which the Employee becomes entitled to health coverage delivers notice of a similar type from another employerhis exercise of such right, plus/less (7) any positive/negative accrued vacation days. In addition whichever comes later, together with, if and to the foregoingextent triggered by the exercise of such right, upon a termination of the Employee’s employment described an amount set forth in this Section 5(b)4.3-6; and 4.3-4 All relocation and indemnity payments as set forth in Section 3.3-4 hereof, any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types legal fees and expenses incurred by Employee as a result of equity incentives held such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement). 4.3-5 An amount equal to the estimated cost to Employee and Employee's beneficiaries of obtaining medical, dental, life and disability insurance coverage comparable to that provided by the Employer to Employee and Employee's beneficiaries immediately prior to the termination Date of Termination for a period of twelve (12) consecutive months after the Date of Termination; provided, that this subsection 4.3-5 is in addition to and not in lieu of any continuation (COBRA) rights or conversion rights under any plan provided by the Employer to Employee and Employee's beneficiaries; and 4.3-6 If as a result of any payment by the Employer or the Company, Employee incurs an excise tax (the "Excise Tax") imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (or any successor provision), on any "excess parachute payments" within the meaning of Section 280G(b)(1) of the Code (or any successor provision), the Employer will pay to Employee an additional amount (the "Gross-Up Payment") such that the net amount retained by Employee’s employment that, but after reduction for the termination Excise Tax on the excess parachute payments and the federal, state and local income tax and Excise Tax on the Gross-Up Payment, will be equal to the sum of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary amount of the date excess parachute payments and the Employee's "base amount" allocable thereto within the meaning of his termination Section 280G(b)(3) of employmentthe Code (or any successor provision). For purposes of determining the amount of the Gross-Up Payment, Employee will become immediately vested andbe deemed to pay federal income taxes at the highest marginal rate of federal income taxation for the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of Employee's residence on the Date of Termination, if applicablenet of the maximum reduction in federal income taxes that could be obtained from deduction of such state and local taxes. Employee and the Employer agree to reasonably cooperate in the determination of the amount of the Gross-Up Payment. If Employee and the Employer are unable to agree on the amount of the Gross-Up Payment, exercisable. No the amount shall be payable and no benefits determined based upon the opinion of tax counsel selected by Employee, whose determination shall be provided pursuant final and binding on the parties. Further, Employee and the Employer agree to this Section 5(b) until make such adjustments to the Employee has executed a release and waiver agreement (substantially amount of the Gross-Up Payment as may be necessary to reflect amounts finally determined by applicable tax authorities, which in the form attached hereto as Schedule C) releasing and waiving any claims against case of Employee will refer to the Company refund of prior overpayments and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director case of the Company a valid and effective resignation from Employer will refer to the Board unless the Employee beneficially owns, directly or indirectly, 5% or more makeup of the Company’s Common Stockprior underpayments.

Termination Without Cause; Termination for Good Reason. Subject to Section 6(bIf (i) below, upon termination of the Company shall terminate the Employee’s employment with the Company by the Company without Cause (as defined in Section 5(f) below) or by the Employee for Good Reason (as defined in Section 5(f) below)'s employment, other than for Disability or for Cause, or (ii) the Employee shall terminate his employment for Good Reason, then: (1) the Company shall pay to the Employee, within ten (10) days after the Date of Termination, the Accrued Obligations; (2) the Company shall pay to the Employee, within ten (10) days after the Date of Termination, a lump sum amount in cash equal to three (3) multiplied by the sum of (i) the Employee's Base Salary as a result in effect immediately prior to the circumstances giving rise to the Notice of death Termination plus (ii) the highest annual Bonus paid to the Employee in respect of the three years preceding the Date of Termination; (3) to the extent permitted under the terms and conditions of each applicable plan or Disabilityarrangement, the Company shall pay to or provide the Employee a lump sum payment, in cash, within ten (10) days after the following: (1) any unpaid base salary the Employee has earned through the date Date of terminationTermination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on the number of days in the year completed through the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount equal to the Employee’s target bonus 's accrued benefits (or the actuarial equivalent if applicable) as of the Date of Termination under the Pension Plans and the Benefit Plans, In addition, to the extent permitted under the terms and conditions of each applicable plan or arrangement, for purposes of computing the year of termination, (6) the costs of COBRA continuation coverage for benefits payable to the Employee under the Pension Plans and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (B) the date on Benefit Plans in which the Employee becomes entitled to health participated as of the Date of Termination, the Employee shall be treated as if he had continued in employment for three (3) years following the Date of Termination; and (4) for a period of three (3) years following the Date of Termination the Company shall pay all costs and expenses associated with the continuation of coverage of a similar type from another employer, plus/less the Employee (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination as contemplated under Section 4980B of the Employee’s employment described in this Section 5(b)Internal Revenue Code of 1986, any stock optionsas amended) under applicable medical, stock appreciation rights, performance shares, restricted stock, share rights disability and all other similar types of equity incentives held by the Employee life insurance plans as existed immediately prior to the termination circumstances giving rise to the Notice of the Employee’s employment thatTermination; PROVIDED, but for the termination of the Employee’s employmentHOWEVER, would have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No amount that such coverage shall be payable and no benefits shall be provided pursuant reduced to this Section 5(b) until the extent that the Employee has executed obtains similar coverage paid by a release and waiver agreement (substantially in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stocksubsequent employer.

Termination Without Cause; Termination for Good Reason. Subject In addition to Section 6(bthe salary, benefits and expense reimbursement described in Paragraph 7A, if the Executive’s services are terminated (1) below, upon termination pursuant to Paragraph 6C or 6D at any time prior to the end of the Employee’s employment with Term, or (2) due to expiration of the Company Term following written notice of non-renewal by the Company without Cause pursuant to Paragraph 1, the Executive also shall be entitled to (i) the continuation of his Base Salary (as defined determined in Section 5(fParagraph 4A, at the rate in effect immediately prior to the date of such termination) below(“Salary Continuation”) or by for a period of six (6) months (the Employee for Good Reason “Severance Period”) payable in accordance with the payroll policies from time to time in effect, but in no event less frequently than monthly, commencing on the payroll date next following the sixtieth (as defined in Section 5(f60th) below), other than as day following the date of such termination (but with the first payment being a result lump-sum payment covering all payment periods from the date of death or Disability, the Company shall pay to or provide the Employee the following: (1) any unpaid base salary the Employee has earned termination through the date of terminationsuch first payment), but in no event later than ninety (290) any unpaid annual bonus that days following the Employee has earned with respect to a year ending prior to date of such termination, (3ii) 12 months of any earned but unpaid bonus under the Employee’s then current base salary paid on Incentive Plan for any previously completed performance period under the Company’s normal payroll dates, Incentive Plan (4) the pro-rated portion (based on the number of days in the year completed through the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus“Accrued Bonus”), such amount to be paid only if at the Employee has met his pro-rated objective performance targets through same time that bonuses are otherwise paid to employees under the date of termination, Incentive Plan; (5iii) an amount equal to the Employee’s target bonus for under the Incentive Plan in the year of termination multiplied by one half ( 1⁄2) (the “Severance Bonus”), payable in a lump sum within sixty (60) days following the date of such termination; (iv) a pro-rated bonus under the Incentive Plan, to the extent such plan is still in effect on the date the Executive’s employment terminates, to be paid at the same time that bonuses are otherwise paid to employees under the Incentive Plan (6the “Pro-Rated Bonus”); and (v) if the costs Executive elects COBRA continuation coverage, the Company shall pay for such health insurance coverage through the Severance Period (or, if shorter, until the date the Executive becomes eligible for coverage under another group health plan) at the same rate as it pays for health insurance coverage for its active employees (with the Executive required to pay for any employee-paid portion of such coverage). After the Severance Period concludes, the Executive shall be responsible for the payment of all premiums attributable to COBRA continuation coverage. Nothing herein provided, however, shall be construed to extend the period of time over which such COBRA continuation coverage otherwise may be provided to the Executive and his dependents. The Pro-Rated Bonus shall be calculated by the Company by multiplying the actual bonus, if any, earned by the Executive under the Incentive Plan (based on actual financial results for the Employee and his dependents from Company through the date full twelve (12) month performance period in which the EmployeeExecutive’s employment terminates through with the earlier Company terminates) by a fraction, the numerator of (A) which shall equal the first anniversary number of such termination and (B) complete calendar days the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held Executive was employed by the Employee immediately prior to Company during such performance period and the termination denominator of which shall equal the Employee’s employment that, but for number of complete calendar days in the termination of full performance period under the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisableIncentive Plan. No Such amount shall be payable and no benefits shall be provided pursuant paid to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially in Executive at the form attached hereto as Schedule C) releasing and waiving any claims against same time that bonuses are otherwise paid to employees under the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common StockIncentive Plan.

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b) belowother provisions in this Article 6 to the contrary and during the Initial Term and any Succeeding Annual Terms only, upon the occurrence of a termination of the Employee’s employment with the Company by the Company without Cause (as defined in Section 5(f) below) by Employer or by the Employee a Termination for Good Reason by Employee, Employer shall: (a) Pay to Employee any and all accrued salary, bonuses and vacation; (b) Pay to Employee, or in the event of Employee's subsequent death, to Employee's surviving spouse, or if none, to Employee's estate, as defined in Section 5(f) below)severance pay or liquidated damages, other than as or both, a result of death or Disability, the Company shall pay sum equal to or provide the Employee the following: (1) any unpaid base salary the Employee has earned through the date of termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4i) the pro-rated portion monthly rate of Salary payable under this Agreement for a period of six (based on the number of days in the year completed through the date of termination6) of the Employee’s target bonus for the year of termination months, and (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5ii) an amount equal to the Employee’s target quarterly bonus paid to Employee for the year of termination, (6) the costs of COBRA continuation coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee preceding quarter immediately prior to Employee's termination; provided, however, in the event of a termination without Cause by Employer or Termination for Good Reason by Employee which occurs during the first twelve months after a Change in Control of the Company the Employer shall instead pay to Employee, or in the event of Employee's subsequent death, to Employee's surviving spouse, or if none, to Employee's estate, as severance pay or liquidated damages, or both, a sum equal to $750,000 in one lump sum payment; (c) Cause any stock options issued to Employee which have not lapsed and which are not otherwise exercisable to be accelerated so as to immediately exercisable by Employee; (d) Pay the Employer’s portion of the COBRA health insurance continuation premium in the same amount Employer contributed for Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary health insurance as of the date of his Employee’s termination for a period of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable six (6) months and no benefits shall be thereafter provide Employee the opportunity to continue to elect COBRA health care continuation at Employee’s cost (provided pursuant to this Section 5(b) until that the Employee has executed a release and waiver agreement (substantially makes the required premium contributions); provided, however, that Employer's obligation to contribute its portion of the COBRA insurance premium during this three month period will cease immediately in the form attached hereto event Employee becomes employed following termination. Employee agrees to notify Employer immediately regarding such new employment; and (e) Provide to Employee such other payments or benefits as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stockmay be expressly required by law.

Termination Without Cause; Termination for Good Reason. Subject If, during the Agreement Term, the Company terminates the Executive’s employment Without Cause or the Executive terminates his employment for Good Reason, the Executive shall be entitled to receive, in addition to the payments and benefits described in Section 6(b4(a)(i) belowand Section 4(a)(ii) above, upon (A) any earned but unpaid Bonus with respect to any fiscal year of the Company ending prior to the Date of Termination and (B) provided Executive executes and delivers a general release of all claims in form and substance satisfactory to the Company within forty-five (45) days following his termination of employment, (1) his Base Salary, at the Employeerate in effect hereunder immediately prior to the Date of Termination, which shall be payable in installments as provided in the last sentence of this Section 4(b), until the later of (i) the day before the second anniversary of the Effective Date or (ii) one year following the Date of Termination and (2) a pro-rata Bonus payment for the fiscal year of the Executive’s employment with Date of Termination, equal to the Company Bonus that the Executive would have been entitled to if he had remained employed by the Company without Cause (as defined at the end of such fiscal year multiplied by a fraction, the numerator of which is the number of days transpired in the fiscal year up to and including the Date of Termination, and the denominator of which is 365, which pro-rata Bonus shall be payable at the time provided in Section 5(f2(b) below(or, if such payment date would be earlier than the forty-fifth (45th) or by the Employee for Good Reason (as defined in Section 5(f) below), other than as a result of death or Disability, the Company shall pay to or provide the Employee the following: (1) any unpaid base salary the Employee has earned through the date of termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to following such termination, on the forty-fifth (345th) 12 months date following such termination). For purposes of clause (B)(1) of this Section 4(b), the EmployeeExecutive shall not be entitled to receive any continued Base Salary payments during the forty-five (45) day period following his termination of employment, and any continued Base Salary payments that would have otherwise been paid to the Executive during such forty-five (45) day period shall be paid to the Executive in a lump-sum on the Company’s then current base salary paid on first pay date following the expiration of such forty-five (45) day period, with any remaining continued Base Salary payments to be made in accordance with the Company’s normal payroll datespractices, (4) the pro-rated portion (based on the number of days as may be in the year completed through the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus), such amount effect from time to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount equal to the Employee’s target bonus for the year of termination, (6) the costs of COBRA continuation coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be provided pursuant to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stocktime.

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b) belowother provisions in this Article 6 to the contrary and during the Initial Term and any Succeeding Term only, upon the occurrence of a termination of the Employee’s employment with the Company by the Company without Cause (as defined in Section 5(f) below) by Employer or by the Employee a Termination for Good Reason by Employee, Employer shall: (as defined a) Pay to Employee any and all accrued salary, bonuses and vacation; (b) Pay to Employee, or in Section 5(f) below), other than as a result the event of death or Disability, the Company shall pay to or provide the Employee the following: (1) any unpaid base salary the Employee has earned through the date of termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Companysubsequent death, to Employee’s normal payroll datessurviving spouse, or if none, to Employee’s estate, as severance pay or liquidated damages, or both, a sum equal to (4i) the pro-rated portion monthly rate of Salary payable under this Agreement for a period of twelve (based on 12) months if such termination occurs during the number Initial Term or for a period of days in the year completed through the date of terminationsix (6) of the Employee’s target bonus for the year of months if such termination occurs during any Succeeding Term, and (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5ii) an amount equal to the quarterly bonus paid to Employee for the preceding quarter immediately prior to Employee’s target bonus termination; (c) Cause any stock options issued to Employee which have not lapsed and which are not otherwise exercisable to be accelerated so as to be vested and immediately exercisable by Employee; (d) Pay the Employer’s portion of the COBRA health insurance continuation premium in the same amount Employer contributed for Employee’s health insurance as of the year date of termination, Employee’s termination for a period of twelve (12) months if such termination occurs during the Initial Term or for a period of six (6) months if such termination occurs during any Succeeding Term, and thereafter provide Employee the costs of opportunity to continue COBRA continuation health care coverage for at Employee’s cost (provided that the Employee and his dependents from makes the date required premium contributions); provided, however, that Employer’s obligation to contribute its portion of the Employee’s employment terminates through COBRA insurance premium will cease immediately in the earlier of (A) the first anniversary of such event Employee becomes employed following termination and becomes eligible for health insurance coverage with the new employer. Employee agrees to notify Employer immediately regarding such new employment; and (Be) Provide to Employee such other payments or benefits as may be expressly required by law. It is intended that each payment under Section 6.3(b) shall be treated as a separate “payment” for purposes of Section 409A of the date on which Code. Neither the Employer nor Employee becomes entitled shall have the right to health coverage accelerate or defer the delivery of any such payment or benefit except to the extent specifically permitted or required by Section 409A. Any payment to Employee under this Agreement that constitutes nonqualified deferred compensation under Section 409A payable as a result of a similar type termination of employment may only be paid upon a “separation from another employerservice” under Section 409A(a)(2)(A)(i) of the Code. For purposes of clarification, plus/less (7) the foregoing sentence shall not cause any positive/negative accrued vacation daysforfeiture of benefits on the part of Employee, but shall only act as a delay until such time as a “separation from service” occurs. In addition to Notwithstanding the foregoing, upon if any amount to be paid to Employee pursuant to this Agreement as a result of his termination of the employment is subject to Section 409A, and if Employee is a “Specified Employee’s employment described in this ” under Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary 409A as of the date of his termination of employmentemployment hereunder, will become immediately vested andthen, to the extent necessary to avoid the imposition of excise taxes or other penalties under Section 409A, the payment of benefits, if applicableany, exercisable. No amount scheduled to be paid by the Company to Employee hereunder during the first six (6) month period following the date of a termination of employment hereunder shall be payable and no benefits paid on the date which is the first business day following the six-month anniversary of Employee’s termination of employment for any reason other than death. Any deferred compensation payment delayed in accordance with the terms of this paragraph shall be provided pursuant to this paid in a lump sum when paid and shall be adjusted for earnings in accordance with the applicable short term rate under Section 5(b1274(d) until the Employee has executed a release and waiver agreement (substantially in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common StockCode.

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b) below, upon Upon the termination of the EmployeeExecutive’s employment with the Company by the Company without Cause (as defined in Section 5(f) below) or by the Employee for Good Reason (as defined in Section 5(f) below), other than as a result of death a Termination Without Cause or Disabilityfor Good Reason, the Executive shall not have any further rights or claims against the Company under this Agreement except the right to receive (i) the payments and other rights provided for in Section 9(a) hereof, (ii) severance payments in the form of a continuation of the Executive’s base salary as in effect immediately prior to such termination for a period of 12 (twelve) months following the effective date of such termination, (iii) the accelerated vesting of equity-based awards specifically as set forth in Section 2 of the Amendment to the Employment Agreement dated as of May 18, 2010 by and between the Executive and the Company, and (iv) to the extent that the Executive has elected and is continuing to receive COBRA continuation coverage under the Company’s group health plan in accordance with Section 4980B of the Internal Revenue of 1986, as amended (the “Code”), the Company shall pay to or provide reduce the Employee the following: (1) any unpaid base salary the Employee has earned through the date of termination, (2) any unpaid annual bonus COBRA premiums that the Employee has earned with respect Executive is required to pay during the first 12 (twelve) months following his termination of employment to that the Company charges to its active employees for the same level of group health coverage. Notwithstanding the foregoing, the severance benefits described in clause (ii) and (iii) above and the COBRA premium subsidy described in clause (iv) above shall be provided in consideration for, and expressly conditioned upon, the Executive’s execution of a year ending prior to such termination, binding General Release (3) 12 months of the Employee’s then current base salary paid which shall be provided on the Company’s normal payroll dates, (4) the pro-rated portion (based on the number of days in the year completed through or about the date of termination) containing terms reasonably satisfactory to the Company within 45 days of the EmployeeExecutive’s target bonus for termination of employment. Subject to Section 24, if the year Executive timely executes such General Release and the applicable revocation period with respect to such General Release lapses, the Executive will receive the first two months of severance payments 60 days after his termination (paid on of employment and the normal date for remaining payments in accordance with the payment Company’s payroll practices. If the Executive does not timely execute the General Release or if the Executive revokes the General Release within the applicable revocation period prescribed by law, the Executive shall not be entitled to receive any severance payments and the Executive will be required to pay 102% of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, applicable premium (5as defined in Code Section 4980B) an amount equal to the Employee’s target bonus for the year of termination, (6) the costs of any COBRA continuation coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held elected by the Employee immediately prior to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be provided pursuant to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common StockExecutive.”

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b) belowIf, upon termination of during the EmployeeAgreement Term, the Company terminates the Executive’s employment Without Cause or the Executive terminates his employment for Good Reason, the Executive shall be entitled to receive, in addition to the payments and benefits described in Section 4(a)(i) and Section 4(a)(ii) above, and provided Executive executes and delivers a general release of all claims in form and substance satisfactory to the Company (such that such release is effective, with all revocation periods having expired unexercised, within 60 days after the Date of Termination); (i) if such termination occurs prior to, or following the two-year anniversary of, a Change in Control: (A) an amount equal to 12 months of Base Salary (as in effect immediately prior to such termination), paid in equal installments in accordance with the Company by Company’s payroll practices over the Company without Cause 12 month period following such termination (provided that any such amounts that would have otherwise been paid during the 60 day period following such termination shall be withheld and paid in a lump sum on the first payroll date coincident with or next following the 60th day after such termination, with the remaining payments to be made as if no such delay had occurred); (B) a Pro-Rata Bonus (as defined in Section 5(f4(c)), payable at the time provided in Section 2(b); and (C) below) or payment by the Employee Company of the Executive’s (and his eligible dependents’) COBRA premiums for Good Reason (as defined in Section 5(f) below)a period of 18 months; provided, other than as a result that, if the Executive and/or his eligible dependents become eligible for comparable coverage and benefits under an employer-provided health plan prior to the expiration of death or Disabilitysuch 18 month period, the Company Company’s payment obligation with respect to health care continuation premiums covering such person(s) shall pay terminate; provided further, that, the Company’s payment obligation shall be limited to or provide the Employee monthly cost of providing the following: (1) any unpaid base salary the Employee has earned through Executive and his eligible dependents with coverage under its health plans immediately prior to the date of terminationthe Executive’s termination of employment. In addition to such benefits, (2I) any unpaid annual bonus that the Employee has earned with respect Restricted Stock award granted to a year ending prior Executive on December 1, 2009 shall, to such terminationthe extent then outstanding and unvested, become 100% vested on the Date of Termination and (3II) 12 months all outstanding and unvested restricted stock awards granted to the Executive pursuant to the terms of the Employee’s then current base salary paid on the Company’s normal payroll dates, annual incentive plan in respect of an earned bonus shall immediately become fully vested upon such a termination; or (4ii) if such termination occurs during the pro-rated portion (based on the number of days in the two year completed through period following the date of termination) of the Employee’s target bonus for the year of termination a Change in Control: (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5A) an amount equal to the Employee’s target bonus for the year 12 months of Base Salary (as in effect immediately prior to such termination), paid in (X) a lump sum upon such termination, but only to the extent such amount or portion thereof is not considered “non-qualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (6the “Code”) and (Y) equal installments in accordance with the costs Company’s payroll practices over the 12 month period following such termination, but only to the extent that such amount or portion thereof is “non-qualified deferred compensation” within the meaning of COBRA continuation coverage for Code Section 409A (provided that any such amounts that would have otherwise been paid during the Employee 60 day period following such termination shall be withheld and his dependents from the date the Employee’s employment terminates through the earlier of (A) paid in a lump sum on the first anniversary of payroll date coincident with or next following the 60th day after such termination and termination, with the remaining payments to be made as if no such delay had occurred); (B) the date on which the Employee becomes maximum Bonus that Executive would have been entitled to receive under Section 2(b) for the fiscal year in which such termination occurs (as in effect immediately prior to such termination but without regard to any event that constitutes Good Reason), payable at the time provided in Section 2(b) above; and (C) payment by the Company of the Executive’s (and his eligible dependents’) COBRA premiums for a period of 18 months; provided, that, if the Executive and/or his eligible dependents become eligible for comparable coverage and benefits under an employer-provided health plan prior to the expiration of such continuation period, the Company’s payment obligation with respect to health care continuation premiums covering such person(s) shall terminate; provided further, that, the Company’s payment obligation shall be limited to the monthly cost of providing the Executive and his eligible dependents with coverage under its health plans immediately prior to the date of a similar type from another employer, plus/less (7) any positive/negative accrued vacation daysthe Executive’s termination of employment. In addition to such benefits, (I) the foregoingRestricted Stock award granted to Executive on December 1, upon a termination of the Employee’s employment described in this Section 5(b)2009 shall, any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior to the termination extent then outstanding and unvested, become 100% vested on the Date of Termination and (II) all outstanding and unvested restricted stock awards granted to the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be provided Executive pursuant to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more terms of the Company’s Common Stockannual incentive plan in respect of an earned bonus shall immediately become fully vested upon such a termination.

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b) belowother provisions in this Article 6 to the contrary and during the Initial Term and any Succeeding Annual Terms only, upon the occurrence of a termination of the Employee’s employment with the Company by the Company without Cause (as defined in Section 5(f) below) by Employer or by the Employee a Termination for Good Reason by Employee, Employer shall: (a) Pay to Employee any and all accrued salary, bonuses and vacation; (b) Pay to Employee, or in the event of Employee's subsequent death, to Employee's surviving spouse, or if none, to Employee's estate, as defined in Section 5(f) below)severance pay or liquidated damages, other than as or both, a result of death or Disability, the Company shall pay sum equal to or provide the Employee the following: (1) any unpaid base salary the Employee has earned through the date of termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4i) the pro-rated portion monthly rate of Salary payable under this Agreement for a period of six (based on the number of days in the year completed through the date of termination6) of the Employee’s target bonus for the year of termination months, and (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5ii) an amount equal to the Employee’s target quarterly bonus paid to Employee for the year of termination, (6) the costs of COBRA continuation coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee preceding quarter immediately prior to Employee's termination; provided, however, in the event of a termination without Cause by Employer or Termination for Good Reason by Employee which occurs during the first twelve months after a Change in Control of the Company the Employer shall instead pay to Employee’s employment that, but for or in the termination event of Employee's subsequent death, to Employee's surviving spouse, or if none, to Employee's estate, as severance pay or liquidated damages, or both, a sum equal to three times the annual base salary (currently $930,000) in one lump sum payment; Cause any stock options issued to Employee which have not lapsed and which are not otherwise exercisable to be accelerated so as to immediately exercisable by Employee; Pay the Employer's portion of the COBRA health insurance continuation premium in the same amount Employer contributed for Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary 's health insurance as of the date of his Employee's termination for a period of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable six (6) months and no benefits shall be thereafter provide Employee the opportunity to continue to elect COBRA health care continuation at Employee's cost (provided pursuant to this Section 5(b) until that the Employee has executed a release and waiver agreement (substantially makes the required premium contributions); provided, however, that Employer's obligation to contribute its portion of the COBRA insurance premium during this three month period will cease immediately in the form attached hereto event Employee becomes employed following termination. Employee agrees to notify Employer immediately regarding such new employment; and (c) Provide to Employee such other payments or benefits as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stockmay be expressly required by law.

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b) belowThe Company may terminate the Executive’s employment at any time without Cause, upon termination of for any reason or no reason and the EmployeeExecutive may terminate the Executive’s employment with the Company by for Good Reason. If the Company without Cause (as defined or the Executive terminates the Executive’s employment and such termination is not described in Section 5(f4 or Section 5.1, (i) below) the Executive shall have no right to receive any compensation or by benefit hereunder on and after the Employee for Good Reason (as defined in Section 5(f) below), Effective Date of the Termination other than as Annual Salary earned and accrued under this Agreement prior to the Effective Date of the Termination, any bonus for the prior year which has been awarded but not yet paid, and other benefits, including payment for accrued but unused vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination) and an amount equal to the product of (x) the Executive’s target annual bonus for the fiscal year of the Executive’s termination of employment and (y) a result of death or Disabilityfraction, the Company shall pay to or provide the Employee the following: (1) any unpaid base salary the Employee has earned through the date numerator of termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on which is the number of days in the current fiscal year completed through the date of termination) Effective Date of the Employee’s target bonus for Termination, and the year denominator of termination which is 365; (paid on ii) the normal date for the Executive shall receive a cash payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount equal to the EmployeeSeverance Payment payable no later than 30 days after the Effective Date of the Termination; (iii) for eighteen (18) months after the Effective Date of the Termination, the Company shall continue medical, prescription and dental benefits to the Executive and/or the Executive’s target bonus for family at least equal to those which would have been provided to them in accordance with the year welfare benefit plans, practices, policies and programs provided by the Company to the extent applicable generally to other peer employees of terminationthe Company and its affiliated companies, as if the Executive’s employment had not been terminated; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical, prescription and dental benefits under another employer provided plan, the medical, prescription and dental benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility; (6iv) all Equity Awards held by the Executive shall become fully vested and exercisable (notwithstanding anything to the contrary contained in Section 14 of the Company’s 2004 Equity Incentive Plan or any other provision thereof); and (v) this Agreement shall otherwise terminate upon the Effective Date of the Termination and the Executive shall have no further rights hereunder (except as provided in Section 7.13). The “Severance Payment” means three (3) times the sum of: (i) the costs Executive’s Annual Salary in effect on the day of COBRA continuation coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (Bii) the Executive’s Average Annual Bonus. The Executive’s “Average Annual Bonus” means the average bonus actually paid to the Executive with respect to the prior two (2) calendar years. For purposes of this Section 5.2, the “Effective Date of the Termination” shall mean the date on which a notice of termination is given or any later date (within thirty (30) days after the Employee becomes entitled to health coverage giving of a similar type from another employersuch notice) set forth in such notice of termination, plus/less (7) any positive/negative accrued vacation days. In addition to or in the foregoing, upon a case of termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior to the termination of the Employee’s employment thatExecutive for Good Reason, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of the date of his termination specified in such Executive’s notice of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be provided pursuant to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stocktermination.

Termination Without Cause; Termination for Good Reason. Subject Ceridian may terminate this Agreement and Executive’s employment without Cause on at least 30 days’ written notice. Executive may terminate this Agreement and Executive’s employment with or without Good Reason on at least 30 days’ written notice. In the event of Termination of Executive’s Employment pursuant to this Section 6(b4.03, compensation shall be paid as follows: (a) belowIf the notice of termination is given by Ceridian without Cause or by Executive for Good Reason, upon Executive shall be paid at the usual rate of her annual Base Salary through the 30 day notice period (provided, however, that Ceridian shall have the option of making termination of the EmployeeAgreement and Termination of Executive’s employment with Employment effective immediately upon notice in which case Executive shall be paid a lump sum representing the Company by the Company without Cause (as defined in Section 5(f) below) or by the Employee for Good Reason (as defined in Section 5(f) belowvalue of 30 days worth of salary), other than as a result of death or Disability, and Executive shall become entitled to the Company shall pay to or provide the Employee the following: following severance benefits: (1) any unpaid base salary a lump sum cash payment equal to two times the Employee has earned through sum of (i) Executive’s then-current Base Salary and (ii) the date bonus, if any, to which Executive became entitled under all applicable Ceridian annual bonus plans for the full fiscal year completed immediately prior to termination (or, if termination occurs in Executive’s first fiscal year, the bonus, if any, to which Executive would otherwise have become entitled under all applicable Ceridian annual bonus plans in effect at the time of termination of this Agreement had Executive remained continuously employed for the full fiscal year in which termination occurred and continued to perform her duties in the same manner as they were performed immediately prior to termination, without giving effect to any reduction in bonus opportunity constituting Good Reason). (2) any unpaid annual a prorated portion of Executive’s bonus that compensation, if any, to which Executive would have otherwise become entitled for the Employee has earned with respect to fiscal year in which the Termination of Employment occurs had Executive remained continuously employed for the full fiscal year, calculated by multiplying such bonus compensation by a year ending prior to such terminationfraction, (3) 12 months the numerator of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on which is the number of days in the applicable fiscal year completed through the date of terminationtermination and the denominator of which is 365 (without giving effect to any reduction in bonus opportunity constituting Good Reason); (3) reasonable executive-level outplacement services, not to exceed $50,000, for a period of up to 24 months (or if earlier, until the Employee’s target bonus for the year first acceptance by Executive of termination (paid on the normal date for the payment an offer of the bonusemployment), such amount to be paid only provided through Executive’s preferred provider of such services; and (4) if the Employee has met his pro-rated objective performance targets through the date of following her termination, (5) an amount equal to the Employee’s target bonus for the year of termination, (6) the costs of Executive elects COBRA continuation coverage for Executive and her eligible dependents under Ceridian’s group health plan, Ceridian shall reimburse Executive for the Employee and his dependents from applicable COBRA premiums paid during the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation daysCOBRA continuation period. In addition to Notwithstanding the foregoing, upon in the event that a termination Termination of Executive’s Employment under this Section 4.03(a) occurs before October 1, 2007, 33-1/3% of the Employee’s employment described in this options and restricted shares awarded to Executive under Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights 3.03 and all other similar types of equity incentives held by the Employee immediately prior to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have Section 3.04 shall become fully vested and exercisable and, if applicable, exercisable by the first anniversary free from all restrictions. The payment and provision of the severance benefits provided for in this Section 4.03(a) are conditioned upon Executive executing a release, similar to that attached as Exhibit A, of all claims against Ceridian. Payment and provision of benefits shall commence promptly following termination and Executive’s endorsement of the Release attached as Exhibit A and the expiration of the right of rescission set forth in Exhibit A without Executive exercising her right of rescission (or, in the case of any bonus in Section 4.03(a)(1) or Section 4.03(a)(2) that is calculated upon completion of the fiscal year in which termination occurs, payment shall be within 15 days after the date of his termination of employment, will become immediately vested andsuch bonus would have been paid had Executive remained employed for the full fiscal year, if applicablelater). (b) If the notice of termination is given by Executive without Good Reason, exercisable. No amount Executive shall be payable and no benefits shall be provided pursuant to this Section 5(b) until paid at the Employee has executed a release and waiver agreement (substantially in usual rate of her annual Base Salary through the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stock30 day notice period.

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b) If the Company should terminate the Period of Employment without Cause as defined below, upon termination of the Employee’s employment with the Company by the Company without Cause (as defined in Section 5(f) below) or by if the Employee should terminate the Period of Employment for Good Reason (as defined in Section 5(f) below), in addition to all other than compensation and benefits, if any, payable as a result of death or Disabilityprovided for hereunder, the Company shall pay to or provide the Employee the following: an amount equal to (1i) (A) any unpaid base salary the Employee has earned Base Salary through the date of terminationTermination plus (B) an amount designed to approximate the annual bonus under Section 5(b) accrued to the date of Termination, which shall be deemed to be the prior year's annual bonus multiplied by a fraction, the numerator of which is the number of days from the beginning of such fiscal year through such Date of Termination and the denominator of which is 365, plus (2C) any unpaid annual bonus that the Employee has earned with respect to a year ending previously vested benefits, such as previously vested retirement benefits, plus (D) any deferred compensation (including, without limitation, interest or other credits on such deferred amounts), any accrued vacation pay and any reimbursement for expenses incurred but not yet paid prior to such terminationDate of Termination (collectively, the "Accrued Obligations"); (3ii) 12 months lump sum in cash paid within five (5) business days following the Date of Termination, equal to the Employee’s number of years (including fractions thereof) remaining in the Period of Employment (without taking into account such early termination thereof) multiplied by the sum of (x) his then current base salary paid on the Company’s normal payroll dates, plus (4y) the pro-rated portion (based on the number of days in the year completed through the date of termination) of the Employee’s target his annual bonus received for the year prior to which such Date of termination Termination occurs (paid on determined without regard to any performance goals); and (iii) a payment under the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount Long Term Performance Award Plan equal to the Employee’s target bonus for the year of termination, (6) the costs of COBRA continuation coverage for the amount Employee and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, received as if applicable, exercisable by the first anniversary of his Retirement Date were the date of his termination Termination of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be provided pursuant to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common StockEmployment.

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b) belowother provisions in this Article 6 to the contrary and during the Initial Term and any Succeeding Annual Terms only, upon the occurrence of a termination of the Employee’s employment with the Company by the Company without Cause (as defined in Section 5(f) below) by Employer or by the Employee a Termination for Good Reason by Employee, Employer shall: (a) Pay to Employee any and all accrued salary, bonuses and vacation; (b) Pay to Employee, or in the event of Employee's subsequent death, to Employee's surviving spouse, or if none, to Employee's estate, as defined in Section 5(f) below)severance pay or liquidated damages, other than as or both, a result of death or Disability, the Company shall pay sum equal to or provide the Employee the following: (1) any unpaid base salary the Employee has earned through the date of termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4i) the pro-rated portion monthly rate of Salary payable under this Agreement for a period of six (based on the number of days in the year completed through the date of termination6) of the Employee’s target bonus for the year of termination months, and (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5ii) an amount equal to the Employee’s target quarterly bonus paid to Employee for the year of termination, (6) the costs of COBRA continuation coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee preceding quarter immediately prior to Employee's termination; provided, however, in the event of a termination without Cause by Employer or Termination for Good Reason by Employee which occurs during the first twelve months after a Change in Control of the Company the Employer shall instead pay to Employee, or in the event of Employee's subsequent death, to Employee's surviving spouse, or if none, to Employee's estate, as severance pay or liquidated damages, or both, a sum equal to $600,000 in one lump sum payment; (c) Cause any stock options issued to Employee which have not lapsed and which are not otherwise exercisable to be accelerated so as to immediately exercisable by Employee; (d) Pay the Employer’s portion of the COBRA health insurance continuation premium in the same amount Employer contributed for Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary health insurance as of the date of his Employee’s termination for a period of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable six (6) months and no benefits shall be thereafter provide Employee the opportunity to continue to elect COBRA health care continuation at Employee’s cost (provided pursuant to this Section 5(b) until that the Employee has executed a release and waiver agreement (substantially makes the required premium contributions); provided, however, that Employer's obligation to contribute its portion of the COBRA insurance premium during this three month period will cease immediately in the form attached hereto event Employee becomes employed following termination. Employee agrees to notify Employer immediately regarding such new employment; and (e) Provide to Employee such other payments or benefits as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stockmay be expressly required by law.

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b) belowIf, upon termination of during the Employee’s employment with Term, the Company by shall terminate the Company without Cause (as defined in Section 5(f) below) or by the Employee Executive's employment for Good Reason (as defined in Section 5(f) below), any reason other than as a result of Cause, death or Disability, or the Executive terminates employment for Good Reason, the Company shall pay to or provide the Employee Executive in a lump sum in cash within 30 days after the following: (1) any unpaid base salary Date of Termination the Employee has earned through the date of termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months aggregate of the Employee’s then current base salary paid on following amounts: the Company’s normal payroll dates, (4) Accrued Obligations; the pro-rated portion (based on the number of days in the year completed through the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount equal to the Employee’s target bonus for the year of termination, (6) the costs of COBRA continuation coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier product of (A) the first anniversary of such termination two and (B) the date on sum of (x) the Executive's annual Base Salary and (y) the highest Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any year during which the Employee becomes entitled Executive was employed for less than twelve full months), for the most recently completed three years during the Term, if any (such higher amount being referred to health coverage as the "Highest Annual Bonus"); For three years after the Executive's Date of a similar type from another employerTermination, plus/less (7) any positive/negative accrued vacation days. In addition or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the foregoingExecutive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, upon a termination of the Employee’s employment programs, practices and policies described in Section 3.3 of this Section 5(b)Agreement if the Executive's employment had not been terminated, any stock optionsbut not less favorable than that provided to other executives in comparable positions with the Company; provided, stock appreciation rightshowever, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior Company's obligation hereunder with respect to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no foregoing benefits shall be provided limited to the extent that the Executive obtains any such benefits pursuant to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially subsequent employer's benefit plans, in the form attached hereto as Schedule C) releasing and waiving any claims against which case the Company may reduce the coverage of any benefits it is required to provide the Executive hereunder so long as the aggregate coverages and in which benefits of the combined benefit plans is no less favorable to the Executive than the coverages and benefits required to be provided hereunder; and the Company releases and waives claims against shall at its sole expense, as incurred, reimburse the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially ownsExecutive up to $5,000 for bona-fide, directly or indirectly, 5% or more of the Company’s Common Stockprofessional out-placement services.

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b) belowother provisions in this Article 6 to the contrary, upon the occurrence of a termination of the Employee’s employment with the Company by the Company without Cause (as defined in Section 5(f) below) by Employer or by the Employee a Termination for Good Reason by Employee, Employer shall: (a) Pay to Employee any and all accrued Base Salary, vacation and Bonus (and, for removal of doubt, any such Bonus for a fiscal quarter that has been completed at the time of Employee's termination of employment shall be deemed to be accrued for purposes of all sections of this Article 6, regardless of whether the amount of such Bonus has been determined or payment been made as defined in Section 5(f) below), other than as a result of death or Disability, the Company shall pay to or provide the Employee the following: (1) any unpaid base salary the Employee has earned through the date of termination, termination of employment); (2i) In the event such termination occurs at any unpaid annual bonus that the Employee has earned with respect to a year ending time prior to such terminationthe completion of three years following the Commencement Date, (3) 12 months of the pay to Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on the number of days or in the event of Employee's subsequent death, to Employee's surviving spouse, or if none, to Employee's estate, as severance pay, $750,000; or (ii) in the event such termination occurs at any time after the completion of three years following the Commencement Date, pay to Employee, or in the event of Employee's subsequent death, to Employee's surviving spouse, or if none, to Employee's estate, as severance pay, the monthly rate of Base Salary payable under this Agreement for a period of one year completed through the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) plus an amount equal to the Employee’s target bonus for aggregate quarterly Bonus payments paid to Employee during the year of termination, four (64) the costs of COBRA continuation coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately calendar quarters prior to the termination Date of Termination; (c) Cause any stock options issued to Employee which have not lapsed and which are not otherwise exercisable to be accelerated so as to immediately be exercisable by Employee, and if not otherwise provided in the applicable option grant, extend the exercise period with respect to such options to a date that is ninety (90) days following the Date of Termination; (d) Pay the Employer's portion of the COBRA health insurance continuation premium in the same amount Employer contributed for Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary 's health insurance as of the date of his Employee's termination through the remaining period of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable months of the Initial Term or Succeeding Term but in no event fewer than six (6) months and no benefits shall be thereafter provide COBRA health care continuation at Employee's cost (provided pursuant to this Section 5(b) until that the Employee has executed a release and waiver agreement (substantially makes the required premium contributions); provided, however, that Employer's obligation to contribute its portion of the COBRA insurance premium will cease immediately in the form attached hereto event Employee becomes employed following termination. Employee agrees to notify Employer immediately regarding such new employment; and (e) Provide to Employee such other payments or benefits as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stockmay be expressly required by law.

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b(i) below, upon termination of If the EmployeeExecutive’s employment with the Company and Stryve is terminated (i) by the Company or Stryve without Cause Cause, or (ii) by the Executive for Good Reason, subject to the Executive’s execution and non-revocation of a Release (as defined in Section 5(f) below) or by the Employee for Good Reason (as defined in accordance with Section 5(f) below), other than as a result of death or Disability, the Company shall pay to or provide the Employee the following: 7(b),then: (1) any unpaid base salary the Employee has earned through the date of termination, (2) any unpaid annual bonus that the Employee has earned with respect Executive shall be entitled to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on the number of days in the year completed through the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) receive an amount equal to twelve (12 ) months of Base Salary plus the Employee’s target bonus for product of twelve (12) months multiplied by one-twelfth (1/12) of the year of terminationTarget Bonus (subject to withholding and payroll taxes) (the “Severance Payment”), which shall be paid out in equal installments over twelve (612) months pursuant to the costs of COBRA continuation coverage for normal payroll schedule (the Employee and his dependents from the date the Employee’s employment terminates through the earlier of (A) “Salary Continuation Period”); provided that the first anniversary Severance Payment shall not be made until after the sixtieth (60th) day following the Date of Termination, and shall include any amounts that would have otherwise been paid prior to such date; and provided further that, to the extent a six-month delay is required for purposes of compliance with Section 409A, then any Severance Payments shall be delayed to the extent required for such compliance. (2) During the Salary Continuation Period, Executive and Executive’s dependents shall continue to participate in the then-current medical, dental and vision benefits under the Company’s benefit plans on the same terms as they were participating in such benefits as of the Date of Termination, subject to Executive’s payment of applicable premiums and only to the extent consistent with the eligibility and other terms of such termination plans and any applicable insurance policies or arrangements and applicable law; provided that such participation may be provided on an after-tax basis (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days“Continued Benefits”). In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights The Severance Payment and all other similar types of equity incentives held by the Employee immediately prior to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No amount Continued Benefits shall be payable and no benefits collectively referred to as the “Severance Benefits.” (3) No Severance Payment shall be provided pursuant made if Executive fails to this Section 5(b) until the Employee has executed sign or signs and revokes a general release and waiver agreement (substantially of claims in the a form attached hereto as Schedule C) releasing and waiving any claims against reasonably acceptable to the Company and in which Stryve (“Release”). The Release must be executed and become effective and irrevocable within the Company releases sixty (60) calendar day period following the Date of Termination and waives claims against the Employee and if the Employee is serving as a Director subject to compliance with all of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stockterms in this agreement.

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b) belowother provisions in this Article 6 to the contrary, upon the occurrence of a termination of the Employee’s employment with the Company by the Company without Cause (as defined in Section 5(f) below) by Employer or by the Employee a Termination for Good Reason by Employee, Employer shall: (a) Pay to Employee any and all accrued Base Salary, vacation and Bonus (and, for removal of doubt, any such Bonus for a fiscal quarter that has been completed at the time of Employee’s termination of employment shall be deemed to be accrued for purposes of all sections of this Article 6, regardless of whether the amount of such Bonus has been determined or payment been made as defined in Section 5(f) below), other than as a result of death or Disability, the Company shall pay to or provide the Employee the following: (1) any unpaid base salary the Employee has earned through the date of termination, termination of employment); (2i) In the event such termination occurs at any unpaid annual bonus that the Employee has earned with respect to a year ending time prior to such terminationthe completion of three years following the Commencement Date, (3) 12 months pay to Employee, or in the event of the Employee’s then current base salary paid on the Companysubsequent death, to Employee’s normal payroll datessurviving spouse, or if none, to Employee’s estate, as severance pay, $750,000; or (4ii) the pro-rated portion (based on the number of days in the year completed through event such termination occurs at any time after the date completion of termination) three years following the Commencement Date, pay to Employee, or in the event of the Employee’s target bonus subsequent death, to Employee’s surviving spouse, or if none, to Employee’s estate, as severance pay, the monthly rate of Base Salary payable under this Agreement for the a period of one year of termination (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) plus an amount equal to the Employee’s target bonus for aggregate quarterly Bonus payments paid to Employee during the year of termination, four (64) the costs of COBRA continuation coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately calendar quarters prior to the termination Date of Termination; (c) Cause any stock options issued to Employee which have not lapsed and which are not otherwise exercisable to be accelerated so as to immediately be exercisable by Employee, and if not otherwise provided in the applicable option grant, extend the exercise period with respect to such options to a date that is ninety (90) days following the Date of Termination; (d) Pay the Employer’s portion of the COBRA health insurance continuation premium in the same amount Employer contributed for Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary health insurance as of the date of his Employee’s termination through the remaining period of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable months of the Initial Term or Succeeding Term but in no event fewer than six (6) months and no benefits shall be thereafter provide COBRA health care continuation at Employee’s cost (provided pursuant to this Section 5(b) until that the Employee has executed a release and waiver agreement (substantially makes the required premium contributions); provided, however, that Employer’s obligation to contribute its portion of the COBRA insurance premium will cease immediately in the form attached hereto event Employee becomes employed following termination. Employee agrees to notify Employer immediately regarding such new employment; and (e) Provide to Employee such other payments or benefits as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stockmay be expressly required by law.

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b) belowDuring the Term, upon termination of if the EmployeeExecutive’s employment with the Company is terminated by the Company without Cause (as defined provided in Section 5(f) below) 3(d), or by the Employee Executive terminates his employment for Good Reason (as defined provided in Section 5(f) below3(e), other then the Company shall pay the Executive his Accrued Benefit. In addition, subject to the Executive signing a separation and general release agreement in a form and manner satisfactory to the Company (the “Separation and General Release Agreement”), the Separation and General Release Agreement becoming irrevocable and fully effective, all within the time frame set forth in the Separation and General Release Agreement (but in no event later than as a result sixty (60) days after the Date of death or DisabilityTermination), and the Executive not breaching any of his post-employment contractual obligations to the Company: (i) the Company shall pay the Executive an amount equal to twelve months of the Executive’s then current Base Salary; and (ii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment until the earlier of (i) twelve months following the Date of Termination, (ii) the end of the Executive’s COBRA health continuation period or provide the Employee the following: (1iii) any unpaid base salary the Employee has earned through the date of termination, the Executive becomes eligible for health insurance coverage in connection with new employment or self-employment (2) and the Executive’s eligibility for any unpaid annual bonus that such benefits shall be promptly reported by the Employee has earned with respect Executive to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on the number of days in the year completed through the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) in an amount equal to the Employee’s target bonus for monthly employer contribution that the year of termination, Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; (6iii) the costs amounts payable under this Section 4(b) shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over twelve months commencing within sixty (60) days after the Date of COBRA continuation coverage for Termination; provided, however, that if the Employee sixty (60)-day period begins in one calendar year and his dependents from ends in a second calendar year, the date severance amount shall begin to be paid in the Employee’s employment terminates through second calendar year by the earlier of (A) the first anniversary last day of such termination and sixty (B) 60)-day period; provided, further, that the date on which the Employee becomes entitled initial payment shall include a catch-up payment to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition cover amounts retroactive to the foregoing, upon a termination day immediately following the Date of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisableTermination. No amount shall be payable and no benefits shall be provided Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 5(b) until the Employee has executed a release and waiver agreement (substantially in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stock.1.409A-2(b)(2);

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b) belowother provisions in this Article 6 to the contrary and during the Initial Term and any Succeeding Term only, upon the occurrence of a termination of the Employee’s employment with the Company by the Company without Cause (as defined in Section 5(f) below) by Employer or by the Employee a Termination for Good Reason by Employee, Employer shall: (a) Pay to Employee any and all accrued salary, bonuses and vacation; (b) Pay to Employee, or in the event of Employee's subsequent death, to Employee's surviving spouse, or if none, to Employee's estate, as defined in Section 5(fseverance pay or liquidated damages, or both, a sum equal to (i) belowthe monthly rate of Salary payable under this Agreement for a period of three (3), other than as a result of death or Disability, the Company shall pay to or provide the Employee the following: and (1) any unpaid base salary the Employee has earned through the date of termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on the number of days in the year completed through the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5ii) an amount equal to the quarterly bonus paid to Employee for the preceding quarter immediately prior to Employee's termination; (c) Cause any stock options issued to Employee which have not lapsed and which are not otherwise exercisable to be accelerated so as to be vested and immediately exercisable by Employee; (d) Pay Employer’s portion of the COBRA health insurance continuation premium in the same amount Employer contributed for Employee’s target bonus for the year health insurance as of termination, (6) the costs of COBRA continuation coverage for the Employee and his dependents from the date the of Employee’s employment terminates through termination for a period of three (3), and thereafter provide Employee the earlier opportunity to continue COBRA health care coverage at Employee’s cost (provided that Employee makes the required premium contributions); provided, however, that Employer's obligation to contribute its portion of (A) the first anniversary of such termination and (B) COBRA insurance premium during this three month period will cease immediately in the date on which the event Employee becomes entitled employed following termination. Employee agrees to health coverage notify Employer immediately regarding such new employment; and (e) Provide to Employee such other payments or benefits as may be expressly required by law. It is intended that each payment under Section 6.3(b) shall be treated as a separate “payment” for purposes of Section 409A of the Code. Neither the Employer nor Employee shall have the right to accelerate or defer the delivery of any such payment or benefit except to the extent specifically permitted or required by Section 409A. Any payment to Employee under this Agreement that constitutes nonqualified deferred compensation under Section 409A payable as a result of a similar type termination of employment may only be paid upon a “separation from another employerservice” under Section 409A(a)(2)(A)(i) of the Code. For purposes of clarification, plus/less (7) the foregoing sentence shall not cause any positive/negative accrued vacation daysforfeiture of benefits on the part of Employee, but shall only act as a delay until such time as a “separation from service” occurs. In addition to Notwithstanding the foregoing, upon if any amount to be paid to Employee pursuant to this Agreement as a result of his termination of the employment is subject to Section 409A, and if Employee is a “Specified Employee’s employment described in this ” under Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary 409A as of the date of his termination of employmentemployment hereunder, will become immediately vested andthen, to the extent necessary to avoid the imposition of excise taxes or other penalties under Section 409A, the payment of benefits, if applicableany, exercisable. No amount scheduled to be paid by the Company to Employee hereunder during the first six (6) month period following the date of a termination of employment hereunder shall be payable and no benefits paid on the date which is the first business day following the six-month anniversary of Employee’s termination of employment for any reason other than death. Any deferred compensation payment delayed in accordance with the terms of this paragraph shall be provided pursuant to this paid in a lump sum when paid and shall be adjusted for earnings in accordance with the applicable short term rate under Section 5(b1274(d) until the Employee has executed a release and waiver agreement (substantially in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common StockCode.

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b) belowother provisions in this Article 6 to the contrary and during the Initial Term and any Succeeding Annual Terms only, upon the occurrence of a termination of the Employee’s employment with the Company by the Company without Cause (as defined in Section 5(f) below) by Employer or by the Employee a Termination for Good Reason by Employee, Employer shall: (a) Pay to Employee any and all accrued salary, bonuses and vacation; (b) Pay to Employee, or in the event of Employee's subsequent death, to Employee's surviving spouse, or if none, to Employee's estate, as defined in Section 5(f) below)severance pay or liquidated damages, other than as or both, a result of death or Disability, the Company shall pay sum equal to or provide the Employee the following: (1) any unpaid base salary the Employee has earned through the date of termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4i) the pro-rated portion monthly rate of Salary payable under this Agreement for a period of twelve (based on the number of days in the year completed through the date of termination12) of the Employee’s target bonus for the year of termination months, and (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5ii) an amount equal to the Employee’s target bonus paid to Employee for the year of termination, prior four (64) the costs of COBRA continuation coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee quarters immediately prior to Employee's termination; provided, however, in the termination event a Change in Control of the Company the Employer, or in the event of Employee’s employment that's subsequent death, but to Employee's surviving spouse, or if none, to Employee's estate, shall pay a sum equal to (i) one (1) year the current annual base pay in one lump sum payment (currently $250,000), and (ii) an amount equal to the bonus paid to the Employee for the termination prior four (4) quarters. ___________ __________ Employee Bridgeline (c) Cause any stock options issued to Employee which have not lapsed and which are not otherwise exercisable to be accelerated so as to be immediately exercisable by Employee; (d) Pay the Employer's portion of the COBRA health insurance continuation premium in the same amount Employer contributed for Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary 's health insurance as of the date of his Employee's termination for a period of employmentsix (6) months, will become immediately vested andand thereafter, if applicable, exercisable. No amount shall be payable and no benefits shall be provide Employee the opportunity to continue to elect COBRA health care continuation at Employee's cost (provided pursuant to this Section 5(b) until that the Employee has executed a release and waiver agreement makes the required premium contributions); provided, however, that Employer's obligation to contribute its portion of the COBRA insurance premium during this six (substantially 6) month period will cease immediately in the form attached hereto event Employee becomes employed following termination. Employee agrees to notify Employer immediately regarding such new employment; and (e) Provide to Employee such other payments or benefits as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stockmay be expressly required by law.

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b) belowother provisions in this Article 6 to the contrary and during the Initial Term and any Succeeding Annual Terms only, upon the occurrence of a termination of the Employee’s employment with the Company by the Company without Cause (as defined in Section 5(f) below) by Employer or by the Employee a Termination for Good Reason by Employee, Employer shall: (a) Pay to Employee any and all accrued salary, bonuses and vacation; (b) Pay to Employee, or in the event of Employee's subsequent death, to Employee's surviving spouse, or if none, to Employee's estate, as defined in Section 5(f) below)severance pay or liquidated damages, other than as or both, a result of death or Disability, the Company shall pay sum equal to or provide the Employee the following: (1) any unpaid base salary the Employee has earned through the date of termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4i) the pro-rated portion monthly rate of Salary payable under this Agreement for a period of six (based on the number of days in the year completed through the date of termination) of the Employee’s target bonus for the year of termination 6months, and (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5ii) an amount equal to the Employee’s target quarterly bonus paid to Employee for the year of termination, (6) the costs of COBRA continuation coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee preceding quarter immediately prior to Employee's termination; (c) Cause any stock options issued to Employee which have not lapsed and which are not otherwise exercisable to be accelerated so as to immediately exercisable by Employee; (d) Pay the termination Employer’s portion of the COBRA health insurance continuation premium in the same amount Employer contributed for Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary health insurance as of the date of his Employee’s termination for a period of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable three (3) months and no benefits shall be thereafter provide Employee the opportunity to continue to elect COBRA health care continuation at Employee’s cost (provided pursuant to this Section 5(b) until that the Employee has executed a release and waiver agreement (substantially makes the required premium contributions); provided, however, that Employer's obligation to contribute its portion of the COBRA insurance premium during this three month period will cease immediately in the form attached hereto event Employee becomes employed following termination. Employee agrees to notify Employer immediately regarding such new employment; and (e) Provide to Employee such other payments or benefits as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the may be expressly required by law. Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stock.Bridgeline

Termination Without Cause; Termination for Good Reason. Subject If (i) the Company shall terminate the Executive's employment for any reason whatsoever (other than for Disability or for Cause), or (ii) the Executive shall terminate his employment for Good Reason, then the Company shall pay to the Executive (or, in the case of Section 6(b7(e)(2) belowhereof, provide to the Executive and the Executive's dependents), as the Executive's sole and exclusive remedy hereunder, the following (collectively, the "Severance Payment"): (1) within ten (10) days after the Date of Termination: (A) the Accrued Obligations; and (B) a lump sum cash payment equal to the sum of (i) $500,000; (ii) any unpaid incentive compensation which has been allocated or awarded to the Executive for a completed fiscal year or other measuring period preceding the Date of Termination under any such plan and which, as of the Date of Termination, is contingent only upon the continued employment of the Executive to a subsequent date; and (iii) a pro rata portion to the Date of Termination of the aggregate value of all contingent incentive compensation awards to the Executive for all then uncompleted periods under any such plan, calculated as to each such award by multiplying the award that the Executive would have earned on the last day of the performance award period, assuming the achievement, at the target level, of the individual and corporate performance goals established with respect to such award, by the fraction obtained by dividing the number of full months and any fractional portion of a month during such performance award period through the Date of Termination by the total number of months in such performance award period; and (2) for the one-year period immediately following the Date of Termination, life, disability, accident and health insurance benefits substantially similar to those provided to the Executive and the Executive's dependents immediately prior to the Date of Termination or, if more favorable to the Executive, those provided to the Executive and the Executive's dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater cost to the Executive than the cost to the Executive immediately prior to such date or occurrence. (i) Whether or not the Executive becomes entitled to the Severance Payments, if any of the payments or benefits received or to be received by the Executive in connection with the Executive's termination of employment, whether pursuant to the Employee’s employment with terms of this Agreement or any other plan, arrangement or agreement (such payments or benefits, excluding the Company by Gross-Up Payment, being hereinafter referred to as the Company without Cause (as defined in Section 5(f"Total Payments") below) or by will be subject to the Employee for Good Reason (as defined in Section 5(f) below), other than as a result of death or DisabilityExcise Tax, the Company shall pay to or provide the Employee Executive an additional amount (the following: "Gross-Up Payment") such that the net amount retained by the Executive, after deduction of any Excise Tax on the Total Payments and any federal, state and local income and employment taxes and Excise Tax upon the Gross-Up Payment, shall be equal to the Total Payments. (1ii) For purposes of determining whether any unpaid base salary of the Employee has earned through Total Payments will be subject to the date Excise Tax and the amount of terminationsuch Excise Tax, (2i) all of the Total Payments shall be treated as "parachute payments" (within the meaning of section 280G(b)(2) of the Code) unless, in the opinion of tax counsel ("Tax Counsel") reasonably acceptable to the Executive and selected by the accounting firm which was, immediately prior to Date of Termination, the Company's independent auditor (the "Auditor"), such payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of section 280G(b)(4)(A) of the Code, (ii) all "excess parachute payments" within the meaning of section 280G(b)(l) of the Code shall be treated as subject to the Excise Tax unless, in the opinion of Tax Counsel, such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered (within the meaning of section 280G(b)(4)(B) of the Code) in excess of the Base Amount allocable to such reasonable compensation, or are otherwise not subject to the Excise Tax, and (iii) the value of any unpaid annual bonus none ash benefits or any deferred payment or benefit shall be determined by the Auditor in accordance with the principles of sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income tax at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive's residence on the Date of Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. (iii) In the event that the Employee has earned Excise Tax is finally determined to be less than the amount taken into account hereunder in calculating the Gross-Up Payment, the Executive shall repay to the Company, within five (5) business days following the time that the amount of such reduction in the Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax and federal, state and local income and employment taxes imposed on the Gross-Up Payment being repaid by the Executive, to the extent that such repayment results in a reduction in the Excise Tax and a dollar-for-dollar reduction in the Executive's taxable income and wages for purposes of federal, state and local income and employment taxes, plus interest on the amount of such repayment at 120% of the rate provided in section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder in calculating the Gross-Up Payment (including by reason of any payment the existence or amount of which cannot be (determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by the Executive with respect to a year ending prior such excess) within five (5) business days following the time that the amount of such excess is finally determined. The Executive and the Company shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to such terminationthe Total Payments. (iv) For purposes of this Section 7(d), (3A) 12 months of "Base Amount" shall have the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on the number of days meaning set forth in the year completed through the date of terminationsection 280G(b)(3) of the Employee’s target bonus for Code; (B)"Code" shall mean the year Internal Revenue Code of termination 1986, as amended from time to time; (paid on C) "Exchange Act" shall mean the normal date for the payment Securities Exchange Act of 1934, as amended from time to time and (D) "Excise Tax" shall mean any excise tax imposed under section 4999 of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount equal to the Employee’s target bonus for the year of termination, (6) the costs of COBRA continuation coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be provided pursuant to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common StockCode.

Termination Without Cause; Termination for Good Reason. Subject Ceridian may terminate this Agreement and Executive’s employment without Cause on at least 30 days’ written notice. Executive may terminate this Agreement and Executive’s employment with or without Good Reason on at least 30 days’ written notice. In the event of Termination of Executive’s Employment pursuant to this Section 6(b4.03, compensation shall be paid as follows: (a) belowIf the notice of termination is given by Ceridian without Cause or by Executive for Good Reason, upon Executive shall be paid at the usual rate of her annual Base Salary through the 30 day notice period (provided, however, that Ceridian shall have the option of making termination of the EmployeeAgreement and Termination of Executive’s employment with Employment effective immediately upon notice in which case Executive shall be paid a lump sum representing the Company by the Company without Cause (as defined in Section 5(f) below) or by the Employee for Good Reason (as defined in Section 5(f) belowvalue of 30 days worth of salary), other than as a result of death or Disability, and Executive shall become entitled to the Company shall pay to or provide the Employee the following: following severance benefits: (1) any unpaid base salary a lump sum cash payment equal to two times the Employee has earned through sum of (i) Executive’s then-current Base Salary and (ii) the date bonus, if any, to which Executive became entitled under all applicable Ceridian annual bonus plans for the full fiscal year completed immediately prior to termination (or, if termination occurs in Executive’s first fiscal year, the bonus, if any, to which Executive would otherwise have become entitled under all applicable Ceridian annual bonus plans in effect at the time of termination of this Agreement had Executive remained continuously employed for the full fiscal year in which termination occurred and continued to perform her duties in the same manner as they were performed immediately prior to termination, without giving effect to any reduction in bonus opportunity constituting Good Reason). (2) any unpaid annual a prorated portion of Executive’ s bonus that compensation, if any, to which Executive would have otherwise become entitled for the Employee has earned with respect to fiscal year in which the Termination of Employment occurs had Executive remained continuously employed for the full fiscal year, calculated by multiplying such bonus compensation by a year ending prior to such terminationfraction, (3) 12 months the numerator of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on which is the number of days in the applicable fiscal year completed through the date of terminationtermination and the denominator of which is 365 (without giving effect to any reduction in bonus opportunity constituting Good Reason); (3) reasonable executive-level outplacement services, not to exceed $37,500 during the calendar year in which termination takes place and not to exceed $12,500 during the calendar year immediately following the calendar year in which the termination takes place (or if earlier, until the first acceptance by Executive of the Employee’s target bonus for the year an offer of termination (paid on the normal date for the payment of the bonusemployment), such amount to be paid only provided through Executive’s preferred provider of such services; and (4) if the Employee has met his pro-rated objective performance targets through the date of following her termination, (5) an amount equal to the Employee’s target bonus for the year of termination, (6) the costs of Executive elects COBRA continuation coverage for Executive and her eligible dependents under Ceridian’s group health plan, Ceridian shall reimburse Executive for the Employee applicable COBRA premiums paid during the COBRA continuation period. The payment and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination provision of the Employee’s employment described severance benefits provided for in this Section 5(b)4.03(a) are conditioned upon Executive executing a release, any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be provided pursuant to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially in the form attached hereto as Schedule C) releasing and waiving any Exhibit B, of all claims against Ceridian. Payment and provision of benefits shall commence promptly, but in no event later than ten (10) days, following termination and Executive’s endorsement of the Company Release attached as Exhibit B and the expiration of the right of rescission set forth in Exhibit B without Executive exercising her right of rescission (or, in the case of any bonus in Section 4.03(a)(l) or Section 4.03(a)(2) that is calculated upon completion of the fiscal year in which termination occurs, payment shall be within 15 days after the Company releases date such bonus would have been paid had Executive remained employed for the full fiscal year, if later). (b) If the notice of termination is given by Executive without Good Reason, Executive shall be paid at the usual rate of her annual Base Salary through the 30 day notice period. (c) The foregoing provisions shall not apply if Executive’s employment is terminated by Ceridian without Cause or by Executive with Good Reason pursuant to this Section 4.03 during the first 24 months following the Commencement Date. In such event, the severance and waives claims against benefits provided to Executive upon a Change of Control Termination pursuant to Section 7.03 (other than the Employee and if the Employee is serving as a Director benefits provided by Section 7.03(e), which shall not apply) shall apply in lieu of the Company a valid severance and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stockbenefits payable under this Section 4.03.

Termination Without Cause; Termination for Good Reason. Subject If the Employer shall terminate Employee's employment other than pursuant to Section 6(b) below, upon termination of the Employee’s Sections 3.1 or 3.2 hereof or if Employee shall terminate his employment with the Company by the Company without Cause (as defined in Section 5(f) below) or by the Employee for Good Reason (as defined in Section 5(f) below)Reason, other than as a result of death or Disability, then the Company Employer shall pay to or provide Employee as severance pay in a lump sum in cash not later than the Employee tenth (10th) day following the following: (1) any unpaid Date of Termination, the following amounts: 4.3-1 Employee's full base salary the Employee has earned through the date Date of terminationTermination at the rate in effect at the time of Notice of Termination is given; 4.3-2 In lieu of any further salary payments to Employee for periods subsequent to the Date of Termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on the number of days in the year completed through the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount equal to the product of (a) Employee’s target bonus for 's annual base salary at the year rate in effect as of termination, the Date of Termination (6without giving effect to any reduction thereof by Employer without Employee's prior written consent) multiplied by (b) the costs number two (2); 4.3-3 In lieu of COBRA continuation coverage for ordinary shares of the Company ("Company Shares") issuable upon exercise of options ("Options"), if any, granted to Employee under the Company's stock option plans (which Options shall be canceled upon the making of the payment referred to below), Employee shall receive an amount in cash equal to the aggregate spread between the exercise prices of all Options held by Employee whether or not then fully exercisable, and the highest price per Company Share actually paid in connection with any change in control of the Company (such price being hereinafter referred to as "Termination Price") and the Employer shall, if requested by Employee, purchase all Debentures (herein so called) theretofore purchased by Employee under the Company's convertible debenture plans, regardless of whether such Debentures are then convertible, in cash in an amount equal to the aggregate spread between the conversion price of the Debentures held by Employee and his dependents from the date Termination Price times the Employee’s employment terminates through number of Company Shares into which the earlier of Debentures are convertible (A) the first anniversary assuming such Debentures were fully vested); and 4.3-4 All relocation and indemnity payments as set forth in Section 3.3-4 hereof, and all legal fees and expenses incurred by Employee 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 obtain or enforce any right or benefit provided by this Agreement). 4.3-5 If as a result of any payment by the Employer or the Company, Employee incurs an excise tax (Bthe "Excise Tax") imposed by Section 4999 of the date Internal Revenue Code of 1986, as amended (the "Code") (or any successor provision), on any "excess parachute payments" within the meaning of Section 280G(b)(1) of the Code (or any successor provision), the Employer will pay to Employee an additional amount (the "Gross-Up Payment") such that the net amount retained by Employee, after reduction for the Excise Tax on the excess parachute payments and the federal, state and local income tax and Excise Tax on the Gross-Up Payment, will be equal to the sum of the amount of the excess parachute payments and the Employee's "base amount" allocable thereto within the meaning of Section 280G(b)(3) of the Code (or any successor provision). For purposes of determining the amount of the Gross-Up Payment, Employee will be deemed to pay federal income taxes at the highest marginal rate of federal income taxation for the calendar year in which the Employee becomes entitled Gross-Up Payment is to health coverage be made and state and local income taxes at the highest marginal rates of a similar type from another employertaxation in the state and locality of Employee's residence on the Date of Termination, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination net of the Employee’s employment described maximum reduction in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights federal income taxes that could be obtained from deduction of such state and all other similar types of equity incentives held by local taxes. Employee and the Employee immediately prior Employer agree to reasonably cooperate in the termination determination of the Employee’s employment that, but for the termination amount of the Employee’s employment, would have become vested and, if applicable, exercisable by Gross-Up Payment. If Employee and the first anniversary Employer are unable to agree on the amount of the date of his termination of employmentGross-Up Payment, will become immediately vested and, if applicable, exercisable. No the amount shall be payable and no benefits determined based upon the opinion of tax counsel selected by Employee, whose determination shall be provided pursuant final and binding on the parties. Further, Employee and the Employer agree to this Section 5(b) until make such adjustments to the Employee has executed a release and waiver agreement (substantially amount of the Gross-Up Payment as may be necessary to reflect amounts finally determined by applicable tax authorities, which in the form attached hereto as Schedule C) releasing and waiving any claims against case of Employee will refer to the Company refund of prior overpayments and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director case of the Company a valid and effective resignation from Employer will refer to the Board unless the Employee beneficially owns, directly or indirectly, 5% or more makeup of the Company’s Common Stockprior underpayments.

Termination Without Cause; Termination for Good Reason. Subject If the ------------------------------------------------------ Employer shall terminate Employee's employment other than pursuant to Section 6(b) below, upon termination of the Employee’s Sections 3.1 or 3.2 hereof or if Employee shall terminate his employment with the Company by the Company without Cause (as defined in Section 5(f) below) or by the Employee for Good Reason (as defined in Section 5(f) below)Reason, other than as a result of death or Disability, then the Company Employer shall pay to or provide Employee as severance pay in a lump sum in cash not later than the Employee tenth (10th) day following the following: (1) any unpaid Date of Termination, the following amounts: 4.3-1 Employee's full base salary the Employee has earned through the date Date of terminationTermination at the rate in effect at the time of Notice of Termination is given; 4.3-2 In lieu of any further salary payments to Employee for periods subsequent to the Date of Termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on the number of days in the year completed through the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount equal to the product of (a) Employee’s target bonus for 's annual base salary at the year rate in effect as of termination, the Date of Termination (6without giving effect to any reduction thereof by Employer without Employee's prior written consent) multiplied by (b) the costs number two (2); 4.3-3 In lieu of COBRA continuation coverage for ordinary shares of the Company ("Company Shares") issuable upon exercise of options ("Options"), if any, granted to Employee under the Company's stock option plans (which Options shall be canceled upon the making of the payment referred to below), Employee shall receive an amount in cash equal to the aggregate spread between the exercise prices of all Options held by Employee whether or not then fully exercisable, and the highest price per Company Share actually paid in connection with any change in control of the Company (such price being hereinafter referred to as "Termination Price") and the Employer shall, if requested by Employee, purchase all Debentures (herein so called) theretofore purchased by Employee under the Company's convertible debenture plans, regardless of whether such Debentures are then convertible, in cash in an amount equal to the aggregate spread between the conversion price of the Debentures held by Employee and his dependents from the date Termination Price times the Employee’s employment terminates through number of Company Shares into which the earlier of Debentures are convertible (A) the first anniversary assuming such Debentures were fully vested); and 4.3-4 All relocation and indemnity payments as set forth in Section 3.3-4 hereof, and all legal fees and expenses incurred by Employee as a result of such termination (including all such fees and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested andexpenses, if applicableany, exercisable incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be provided pursuant to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common StockAgreement).

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b) belowother provisions in this Article 6 to the contrary and during the Initial Term and any Succeeding Terms only, upon the occurrence of a termination of the Employee’s employment with the Company by the Company without Cause (as defined in Section 5(f) below) by Employer or by the Employee a Termination for Good Reason by Employee, Employer shall: (a) Pay to Employee any and all accrued salary, bonuses and vacation; (b) Pay to Employee, or in the event of Employee's subsequent death, to Employee's surviving spouse, or if none, to Employee's estate, as defined severance pay or liquidated damages, or both, during each calendar month for a period extending over the number of months during which this Agreement would have remained in Section 5(f) below)effect, other than as a result of death or Disabilitywithout renewal, the Company shall pay to or provide the Employee the following: (1) any unpaid base salary the Employee has earned through the date of termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to but for such termination, a sum equal to (3i) 12 months the monthly rate of Salary payable under this Agreement for a period of the remainder of the Initial Term or Succeeding Term, as applicable and (ii) quarterly bonus payments for a period of the remainder of the Initial Term, or the Succeeding Term, as applicable; (c) Cause any stock options issued to Employee which have not lapsed and which are not otherwise exercisable to be accelerated so as to be immediately exercisable by Employee; pay the Employer’s portion of the COBRA health insurance continuation premium in the same amount Employer contributed for Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on the number of days in the year completed through the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount equal to the Employee’s target bonus for the year of termination, (6) the costs of COBRA continuation coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary insurance as of the date of his Employee’s termination through the remaining period of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable months of the Initial Term or Succeeding Term and no benefits shall be thereafter provide COBRA health care continuation at Employee’s cost (provided pursuant to this Section 5(b) until that the Employee has executed a release and waiver agreement (substantially makes the required premium contributions); provided, however, that Employer's obligation to contribute its portion of the COBRA insurance premium will cease immediately in the form attached hereto event Employee becomes employed following termination and is eligible for alternative coverage. Employee agrees to notify Employer immediately regarding such new employment; and (d) Provide to Employee such other payments or benefits as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the may be expressly required by law. _________ ________ Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stock.Bridgeline

Termination Without Cause; Termination for Good Reason. Subject If the --------------------------------------------------------- Employer shall terminate Employee's employment other than pursuant to Section 6(b) below, upon termination of the Sections 3.1 or 3.2 hereof or if Employee shall terminate Employee’s 's employment with the Company by the Company without Cause (as defined in Section 5(f) below) or by the Employee for Good Reason (as defined in Section 5(f) below)Reason, other than as a result of death or Disability, then the Company Employer shall pay to or provide Employee as severance pay in a lump sum in cash not later than the Employee tenth (10th) day following the following: (1) any unpaid Date of Termination, the following amounts: 4.3-1 Employee's full base salary the Employee has earned through the date Date of terminationTermination at the rate in effect at the time of Notice of Termination is given; 4.3-2 In lieu of any further salary or bonus payments to Employee for periods subsequent to the Date of Termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on the number of days in the year completed through the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount equal to the Employee’s target bonus for the year product of termination, (6a) the costs number two (2) times (b) the sum of COBRA continuation coverage for (i) the highest of Employee's annual base salary in effect at any time from the two years prior to, through and including, the Date of Termination plus (ii) the greater of (x) the highest of the aggregate bonuses paid to Employee during any fiscal year all or a part of which was included in the foregoing two year period and (y) 15% times the highest of Employee's annual base salary in effect at any time from the two years prior to, through and including, the Date of Termination plus (iii) the highest of the aggregate contributions made by the Employer on Employee's behalf in respect of Employee's participation in any 401(k) plan or plans of the Employer during any fiscal year all or a part of which was included in the foregoing two year period; 4.3-3 In lieu of ordinary shares of the Company ("Company Shares") issuable upon exercise of options ("Options"), if any, granted to Employee under the Company's stock option plans (which Options shall be canceled upon the making of the payment referred to below), Employee shall receive an amount in cash equal to the aggregate spread between the exercise prices of all Options held by Employee whether or not then fully exercisable, and the highest price per Company Share actually paid in connection with any change in control of the Company (such price being hereinafter referred to as "Termination Price") and the Employer shall, if requested by Employee, purchase all Debentures (herein so called) theretofore purchased by Employee under the Company's convertible debenture plans, regardless of whether such Debentures are then convertible, in cash in an amount equal to the aggregate spread between the conversion price of the Debentures held by Employee and his dependents from the date Termination Price times the Employee’s employment terminates through number of Company Shares into which the earlier of Debentures are convertible (A) the first anniversary assuming such Debentures were fully vested); and 4.3-4 All relocation and indemnity payments as set forth in Section 3.3-4 hereof, and all legal fees and expenses incurred by Employee as a result of such termination (including all such fees and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested andexpenses, if applicableany, exercisable incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be provided pursuant to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common StockAgreement).

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b) belowother provisions in this Article 6 to the contrary and during the Initial Term any Succeeding Term, upon the occurrence of a termination of the Employee’s employment with the Company by the Company without Cause (as defined in Section 5(f) below) by Employer or by the Employee a Termination for Good Reason by Employee, Employer shall: (a) Pay to Employee any and all accrued Salary, bonuses and vacation; (b) Pay to Employee, or in the event of Employee's subsequent death, to Employee's surviving spouse, or if none, to Employee's estate, as defined in Section 5(fseverance pay or liquidated damages, or both, a sum equal to (i) belowthe monthly rate of salary payable to Employee under this Employment Agreement for a period of twelve (12) months, and (ii) the amount of one full bi-annual incentive bonus, earned; (c) Cause any stock options issued to Employee which have not lapsed and which are not otherwise exercisable to be accelerated so as to be immediately exercisable by Employee (or Employee’s surviving spouse or estate), other than as a result of death or Disability, ; (d) Pay the Company shall pay to or provide the Employee the following: (1) any unpaid base salary the Employee has earned through the date of termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months Employer’s portion of the COBRA health insurance continuation premium in the same amount Employer contributed for Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on the number of days in the year completed through the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount equal to the Employee’s target bonus for the year of termination, (6) the costs of COBRA continuation coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary insurance as of the date of his Employee’s termination for a period of employmentthree (3) months and thereafter provide Employee the opportunity to continue to elect COBRA health care continuation at Employee’s cost (provided that Employee makes the required premium contributions); provided, however, that Employer's obligation to contribute its portion of the COBRA insurance premium during this period will become cease immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be provided pursuant to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially in the form attached hereto event Employee becomes employed following termination. Employee agrees to notify Employer immediately regarding such new employment; and (e) Provide to Employee such other payments or benefits as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stockmay be expressly required by law.

Termination Without Cause; Termination for Good Reason. Subject In addition to Section 6(b) belowthe salary, upon termination benefits and expense reimbursement described in Paragraph 7A, if the Executive’s services are terminated pursuant to Xxxxxxxxx 0X or 6D at any time prior to the end of the EmployeeTerm, the Executive also shall be entitled to (i) the continuation of his Base Salary (as determined in Paragraph 4A, at the rate in effect immediately prior to the date of such termination) (“Salary Continuation”) for a period of six (6) months (the “Severance Period”) payable in accordance with the payroll policies from time to time in effect, but in no event less frequently than monthly, commencing on the payroll date next following the sixtieth (60th) day following the date of such termination (but with the first payment being a lump-sum payment covering all payment periods from the date of termination through the date of such first payment), but in no event later than ninety (90) days following the date of such termination, (ii) any earned but unpaid bonus under the Incentive Plan for any previously completed performance period under the Incentive Plan (the “Accrued Bonus”), to be paid at the same time that bonuses are otherwise paid to employees under the Incentive Plan; (iii); a pro-rated bonus under the Incentive Plan, to the extent such plan is still in effect on the date the Executive’s employment terminates, to be paid at the same time that bonuses are otherwise paid to employees under the Incentive Plan (the “Pro-Rated Bonus”); and (iv) if the Executive elects COBRA continuation coverage, the Company shall pay for such health insurance coverage through the Severance Period (or, if shorter, until the date the Executive becomes eligible for coverage under another group health plan) at the same rate as it pays for health insurance coverage for its active employees (with the Executive required to pay for any employee-paid portion of such coverage). After the Severance Period concludes, the Executive shall be responsible for the payment of all premiums attributable to COBRA continuation coverage. Nothing herein provided, however, shall be construed to extend the period of time over which such COBRA continuation coverage otherwise may be provided to the Executive and his dependents. The Pro-Rated Bonus shall be calculated by the Company by multiplying the actual bonus, if any, earned by the Executive under the Incentive Plan (based on actual financial results for the Company through the full twelve (12) month (performance period in which the Executive’s employment with the Company terminates) by a fraction, the numerator of which shall equal the number of complete calendar days the Executive was employed by the Company without Cause (as defined in Section 5(f) below) or by during such performance period and the Employee for Good Reason (as defined in Section 5(f) below), other than as a result denominator of death or Disability, the Company which shall pay to or provide the Employee the following: (1) any unpaid base salary the Employee has earned through the date of termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on equal the number of complete calendar days in the year completed through full performance period under the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount equal to the Employee’s target bonus for the year of termination, (6) the costs of COBRA continuation coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation daysIncentive Plan. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No Such amount shall be payable and no benefits shall be provided pursuant paid to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially in Executive at the form attached hereto as Schedule C) releasing and waiving any claims against same time that bonuses are otherwise paid to employees under the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common StockIncentive Plan.

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b) belowThe Company may terminate the Executive’s employment at any time without Cause, upon termination of for any reason or no reason, and the EmployeeExecutive may terminate the Executive’s employment with the Company by for Good Reason. If the Company without Cause or the Executive terminates the Executive’s employment and such termination is not described in Section 4, Section 5.1 or Section 5.3, the Executive shall have no right to receive any compensation or benefit hereunder on and after the Effective Date of the Termination (as defined below in this Section 5(f5.2) below) for any remaining period of the Term, or by the Employee for Good Reason (as defined in Section 5(f) below)otherwise, other than as (i) Annual Salary earned and unpaid under this Agreement prior to the Effective Date of the Termination, any bonus for the prior year not yet paid, a result of death or Disability, the Company shall pay to or provide the Employee the following: (1) any unpaid base salary the Employee has earned through the date of termination, (2) any unpaid annual pro-rata bonus that the Employee has earned with respect to a the calendar year ending prior in which the Effective Date of Termination occurred to such termination, the extent performance goals related to the bonus have been achieved (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on the number of days in the year completed through the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus), such amount to be paid only at the same time bonuses are normally paid for the year) and other benefits (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination), (ii) all unvested equity awards held by the Executive shall be 100% vested as of the Effective Date of the Termination, provided, however, that if the Employee has met his pro-rated objective equity awards are subject to performance targets through vesting requirements, such vesting will only occur to the date of terminationextent the performance goals for any pending bonus period(s) are subsequently determined to have been achieved, (5iii) an amount equal to the Employee’s target bonus for Initial Equity Grant shall be 100% vested as of the year Effective Date of terminationthe Termination, (6iv) all vested equity awards (including the costs vested portion of COBRA continuation coverage for the Employee and his dependents from Initial Equity Grant) must be exercised by the date the Employee’s employment terminates through Executive by the earlier of (A) the first eighteen (18) month anniversary of such termination the Effective Date of the Termination, and (B) the date on which Option Expiration Date, (v) the Employee becomes entitled Executive and his spouse shall continue to receive health and dental benefits for twenty-four (24) months (whether via the Company’s payment of COBRA premiums for such period or the payment by the Company of premiums for individual coverage of a similar type for the Executive and his spouse), (vi) the Company shall reimburse the Executive for reasonable expenses actually incurred by the Executive to move personal effects from another employer, plus/less (7) any positive/negative accrued vacation days. In addition Colorado to California and for the Closing Costs related to the foregoing, upon a termination sale of the EmployeeExecutive’s employment described Colorado residence; (vii) the Executive’s status as Global Services member will be renewed at the Company’s expense for two years from the Effective Date of Termination; and (viii) this Agreement shall otherwise terminate upon the Effective Date of the Termination and the Executive shall have no further rights hereunder (except as provided in Section 8.14); provided that in order for the Executive to receive any benefit or item in the foregoing clauses (ii), (iii), (iv), (v), (vi) and (vii), the Executive shall first execute a separation agreement and legal release in accordance with Section 8.19. For purposes of this Section 5(b)5.2, any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior to the termination “Effective Date of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of Termination” shall mean the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be provided pursuant to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially specified in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stockor the Executive’s notice of termination, as applicable.

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b) belowother provisions in this Article 6 to the contrary and during the Initial Term and any Succeeding Annual Terms only, upon the occurrence of a termination of the Employee’s employment with the Company by the Company without Cause (as defined in Section 5(f) below) by Employer or by the Employee a Termination for Good Reason by Employee, Employer shall: (a) Pay to Employee any and all accrued salary, bonuses and vacation; (b) Pay to Employee, or in the event of Employee's subsequent death, to Employee's surviving spouse, or if none, to Employee's estate, as defined in Section 5(f) below)severance pay or liquidated damages, other than as or both, a result of death or Disability, the Company shall pay sum equal to or provide the Employee the following: (1) any unpaid base salary the Employee has earned through the date of termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4i) the pro-rated portion monthly rate of Salary payable under this Agreement for a period of six (based on the number of days in the year completed through the date of termination6) of the Employee’s target bonus for the year of termination months, and (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5ii) an amount equal to the Employee’s target quarterly bonus paid to Employee for the year of termination, (6) the costs of COBRA continuation coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee preceding quarter immediately prior to Employee's termination; provided, however, in the event of a termination without Cause by Employer or Termination for Good Reason by Employee which occurs during the first twelve months after a Change in Control of the Company the Employer shall instead pay to Employee’s employment that, but for or in the termination event of Employee's subsequent death, to Employee's surviving spouse, or if none, to Employee's estate, as severance pay or liquidated damages, or both, a sum equal to three times the current annual base pay in one lump sum payment (currently $600,000); Cause any stock options issued to Employee which have not lapsed and which are not otherwise exercisable to be accelerated so as to immediately exercisable by Employee; Pay the Employer's portion of the COBRA health insurance continuation premium in the same amount Employer contributed for Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary 's health insurance as of the date of his Employee's termination for a period of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable six (6) months and no benefits shall be thereafter provide Employee the opportunity to continue to elect COBRA health care continuation at Employee's cost (provided pursuant to this Section 5(b) until that the Employee has executed a release and waiver agreement (substantially makes the required premium contributions); provided, however, that Employer's obligation to contribute its portion of the COBRA insurance premium during this three month period will cease immediately in the form attached hereto event Employee becomes employed following termination. Employee agrees to notify Employer immediately regarding such new employment; and (c) Provide to Employee such other payments or benefits as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stockmay be expressly required by law.

Termination Without Cause; Termination for Good Reason. (a) Subject to Section 6(b7 of this Appendix A and in accordance with Section 3(a)(vi) below, upon termination of the Employee’s Agreement, you, Booking.xxx xxx XXX agree that if your employment with the Company is terminated by the Company without Cause (as defined in Section 5(f) below) or is terminated by the Employee you for Good Reason (as defined in Section 5(f) below), other than as a result of death or DisabilityReason, the Company shall will, subject to the terms and conditions set forth in the following paragraphs and provided that you have not filed any claims in connection with the termination of your employment, in full and final settlement of any claims for compensation relating to the termination, pay you a voluntary contractual severance amount equal to or provide the Employee the followingsum of: (i) one (1) times the sum of the Base Salary and target Annual Bonus, if any, for the year in which such termination occurs (the "Severance Payment"), which will be paid as set forth in Section 4 below (provided, however, if the Base Salary or target Annual Bonus, if any, has been decreased in the twelve (12) months before the termination, the amount to be used will be the highest Base Salary and target Annual Bonus, if any, during such twelve (12) month period); (ii) any unpaid base salary the Employee has compensation earned through but not yet paid as of the date of termination, including, without limitation, any amount of Base Salary earned but unpaid, any accrued vacation pay payable pursuant to BHI and Booking.xxx xxxxxxxs, any bonus earned but not yet paid for a completed fiscal year, and any unreimbursed business expenses payable to you (2collectively, the "Accrued Amounts"), which amounts will be paid in a lump sum within ten (10) days following the termination date (or earlier, if required under applicable law); (iii) any unpaid annual bonus that other amounts or benefits owing to you under the Employee has earned with respect to a year ending prior to such terminationthen applicable employee benefit, (3) 12 months long-term incentive or equity plans and programs of the Employee’s then current base salary paid on the Company’s normal payroll datesBHI or Booking.xxx, (4) the pro-rated portion (based on the number of days in the year completed through the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus), such amount to xxxxx will be paid only or treated in accordance with the terms of such plans and programs and this Agreement; and (iv) if a bonus plan is in place, the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount equal to the Employee’s target bonus for the year of termination, (6) the costs of COBRA continuation coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier product of (A) the first anniversary actual Annual Bonus earned for the fiscal year of such termination your termination, and (B) a fraction, the numerator of which is the number of days of the current fiscal year during which you were employed by BHI or Booking.xxx, xxx xxe denominator of which is 365 (or 366 in a leap year), which prorated Annual Bonus will be paid in a lump sum when bonuses for such period are paid to BHI’s other executive officers, but, in any event, in the fiscal year following the fiscal year in which such Annual Bonus is earned. In addition, you will receive reimbursement for the cost of all reasonable relocation expenses incurred with respect to a relocation of you and your family to a country other than the Netherlands that occurs within 180 days following the termination of your employment in an amount not to exceed EUR 50,000; provided that you have not accepted an offer of employment following the termination that provides for such relocation expenses. Such reimbursement shall be made to you within 90 days of the Company’s receipt of all invoices relating to such expenses, which receipt shall occur no more than 30 days following your incurrence of such expenses. Furthermore, Booking.xxx xxxx xximburse your legal fees (if any) up to an amount of EUR 10,000, including disbursements (verschotten) and VAT (BTW), for purposes of negotiating the termination agreement as required under Dutch law. Provided that you submit the attorney’s detailed invoice for legal fees, as addressed to you, by the date on which of the Employee becomes entitled termination of your employment, payment will be made directly to health coverage your attorney within thirty (30) days of a similar type from another employer, plus/less (7) any positive/negative accrued vacation daysBooking.xxx’x xxxxxpt of the invoice. In addition to addition, if so requested, the foregoing, upon Company will provide you with a neutral reference letter within 30 days of the termination of the Employee’s Agreement and the Arrangement. The Company will also work with you in good faith to develop external communications regarding the termination of your employment, and any internal company communications regarding the termination of your employment will be at the discretion of the Company. Your receipt of the payments and benefits described in this Section 5(b), 2(a) (other than the Accrued Amounts) is conditioned on and subject to your compliance with the Ancillary Agreements and any stock options, stock appreciation rights, performance shares, restricted stock, share rights other restrictive covenant obligations applicable to you and all other similar types of equity incentives held by the Employee immediately prior to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of your execution on or after the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be provided pursuant to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially of claims in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director favor of the Company (in such form as 11 reasonably determined by the Company in its sole discretion) (a valid and “Release”) that becomes effective resignation within 55 days after the date of termination. (b) A termination for Good Reason means a termination of your employment by you following written notice given by you to the Company pursuant to Section 2(d) within thirty (30) days after the occurrence of the Good Reason event, unless such circumstances are fully corrected by the Company within the time period for such correction set forth in Section 2(d). (c) For purposes of this Agreement, “Good Reason” means the occurrence or failure to cause the occurrence, as the case may be, without your consent, of any of the following: (i) a material diminution in your authority, duties, title, reporting structure, or responsibilities as they relate solely to your CHRO role at BHI; (ii) a relocation of (A) your principal office to a location that is in excess of thirty-five (35) miles from its location as of the Board unless Effective Date or (B)(I) Booking.xxx’x xxxxxtive office in Amsterdam, The Netherlands, while your work location is situated in Amsterdam or (II) any office of BHI or one of its other subsidiaries to which you permanently transfer in connection with your CHRO role, in each case, to a location more than thirty-five (35) miles from its current location in Amsterdam (or, if you move to a different office, the Employee beneficially owns, directly or indirectly, 5% location at the time of your permanent transfer) or more than thirty-five (35) miles further from your residence at the time of such relocation; or (iii) any material breach by the Company’s Common Stock.Company of this Agreement, which includes (serious) culpable acts of BHI or Booking.xxx xx xxxxs of Sections 7:679 and 7:671b(8)(c)