Common use of Termination Without Cause Clause in Contracts

Termination Without Cause. Upon a termination of Executive’s employment by Employer without “cause”, Executive shall be entitled to receive a payment equal to nine (9) months of his then current Base Salary (as defined below). For purposes of this Agreement, Executive’s “Base Salary” at any time shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or (ii) in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunder.

Termination Without Cause. Upon In the event Executive’s employment with the Company is terminated by the Company without Cause, the Company shall pay Executive an amount equal to his Base Annual Salary for the year in which the termination occurs in a termination lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s employment by Employer without “cause”Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to receive a payment equal all benefits under Section 5(d) subject to nine (9) months of his then current Base Salary (as defined below). For purposes of this Agreement, Executive’s “Base Salary” at any time shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option terms and conditions of the Executiveapplicable plan documents and arrangements, be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the as amended from time of such termination; or (ii) in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereundertime.

Termination Without Cause. At any time the Company shall have the right to terminate the Term of Employment by written notice to the Executive. Upon any termination pursuant to this Section 5.2, or upon any termination pursuant to Section 5.3 or Section 5.4, (that is not a termination under any of Executive’s employment by Employer without “cause”Sections 5.1, Executive 5.5 or 5.6), the Company shall be entitled to receive a payment equal to nine (9) months of his then current Base Salary (as defined below). For purposes of this Agreement, Executive’s “Base Salary” at any time shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in pay to the same manner in which the Executive’s Executive any unpaid Base Salary was paid through the time effective date of termination specified in such termination; or notice, (ii) in continue to pay the Executive's Base Salary for a single lump payment within thirty period of twelve (3012) days months from notice of such termination. In additiontermination hereunder (the “Continuation Period”), Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (biii) in periodic payments, continue to provide the Executive with the hospitalbenefits he/she was receiving under Section 4.2 hereof (the “Benefits”) through the end of the Continuation Period in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, healththen the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, medical for the period during which such Benefits could not be provided under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and life insurance benefits conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the vesting of the Executive's Stock Options, if any, shall be subject to the terms of any option agreement(s) to which the Executive is receiving at and the time of such termination Company are parties. The Company shall have no further liability hereunder (other than for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments (x) reimbursement for periods or partial periods that occurred reasonable business expenses incurred prior to the date of termination termination, subject, however, to the provisions of Section 4.1, and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum (y) payment of any amounts which may become due compensation for unused vacation days). For all purposes under this paragraph (b)Agreement, no further amounts the failure by the Company to offer to renew the Agreement following the expiration of the Initial Term or any Renewal Term on the same terms and conditions hereunder shall be owed treated as if the Company terminated this Agreement pursuant to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderSection 5.2.

Termination Without Cause. Upon a termination Notwithstanding anything herein to the contrary, it is understood and agreed that the Company may terminate Executive’s employment for any reason or for no reason at any time or elect not to renew the period of Executive’s employment by Employer without pursuant to this Agreement. If the Company terminates Executive’s employment for other than Cause or death or Disability or if the Company elects not to renew the period of Executive’s employment pursuant to this Agreement, the Company shall have no further obligations to Executive under this Agreement other than (a) the timely payment of the Accrued Obligations, and (b) provided Executive executes a Separation and General Release Agreement in a form reasonably satisfactory to the Company, (i) a payment of severance pay in the aggregate amount of one times Executive’s annualized rate of base salary from the Company in effect immediately prior to his Separation Date (“causeSeverance Pay”); (ii) any earned but unpaid bonus related to the Company’s performance for any period preceding the current fiscal quarter; (iii) a prorated portion of Executive’s bonus for the fiscal quarter in which his employment terminates to the extent the bonus is payable to all employees for such time period; and (iv) the COBRA Benefit (as hereinafter defined). Such Severance Pay, Executive if any, shall be entitled to receive a payment paid in twelve substantially equal monthly installments (without interest, with each installment equal to nine approximately 1/12th of the aggregate Severance Pay amount) beginning thirty days after Executive’s Separation Date. The Company’s obligation to provide such Severance Pay, bonus pay, and COBRA Benefit (9or continue to provide such benefits, as the case may be) months is subject to the condition precedent that Executive not breach any material term of his then current Base Salary (as defined below)this Agreement. For purposes of this Agreement, if Executive is entitled to the “COBRA Benefit,” the Company shall, during the period (not to exceed eighteen (18) months) following Executive’s Separation Date which the Company is required to provide continued medical coverage to Executive pursuant to the Consolidated Omnibus Budget Reconciliation Act (“Base Salary” at any time COBRA”), the Company shall be the either pay or reimburse Executive for one hundred percent (100%) of Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in COBRA premiums to continue for such period the same manner in which the or reasonably equivalent medical coverage for Executive (and, if applicable, Executive’s Base Salary was paid through eligible dependents) as in effect immediately prior to the time of such termination; or (ii) in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic paymentsSeparation Date. Executive shall also not be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderadditional compensation.

Termination Without Cause. Upon a termination of Except as provided in Section 6.3, if Executive’s employment is terminated by Employer without “cause”the Company (other than for Permanent Disability, death or Cause), Executive shall be receive such payments, if any, under applicable plans or programs, including but not limited to those referred to in Section 4.1 hereof, to which he is entitled pursuant to the terms of such plans or programs, and any unpaid payments of Base Salary previously earned, any unpaid Bonus earned or awarded for prior periods, accrued vacation and expense incurred for which Executive is entitled to receive a payment equal to nine (9) months of his then current Base Salary (as defined below)reimbursement hereunder. For purposes of this Agreement, Executive’s “Base Salary” at any time shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or (ii) in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event the If Executive determines to receive the amount due is terminated under this paragraph (b) in periodic paymentsSection 6.1, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods receive: (a) an amount in lieu of any other cash compensation beyond that occurred provided in the immediately preceding sentence, which amount shall be equal to the sum of: (i) the actual bonus, if any, he would have received in respect of the fiscal year in which his termination occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior to the date of Executive’s termination and for the denominator of which is 365, payable at the Executive has not yet been paid. The Executive shall have no duty same time as bonuses are paid to mitigate damages other executives; (ii) two times Executive’s annual Base Salary; plus one times Executive’s Target Bonus; payable in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment within 30 days following such termination of employment; provided that if such termination occurs within 90 days prior to calendar year end, amount shall be payable on January 1 of the year following the date of Executive’s termination; and (b) continued coverage for a 24-month period under any employee medical, health and life insurance plans in accordance with the respective terms thereof applicable to active employees (other than the requirement of continued employment); provided, however, that payments and benefits due hereunder shall be reduced by any amounts which may become due under this paragraph (b), no further amounts shall be owed by Executive to the Company. In no event shall Executive and be obligated to seek other employment or take any other action by way of mitigation of the Employer shall have no further obligation amounts payable to provide Executive under any further benefits to of the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) Agreement and in the event the such amounts shall not be reduced whether or not Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderother employment.

Termination Without Cause. At any time the Company shall have the right to terminate the Term of Employment by written notice to the Executive. Upon any termination pursuant to this Section 5.2, or upon any termination pursuant to Section 5.3 or Section 5.4, (that is not a termination under any of Executive’s employment by Employer without “cause”Sections 5.1, Executive 5.5 or 5.6), the Company shall be entitled to receive a payment equal to nine (9) months of his then current Base Salary (as defined below). For purposes of this Agreement, Executive’s “Base Salary” at any time shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: (i) periodic paymentspay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, over nine (9ii) months, in the same manner in which continue to pay the Executive’s Base Salary was paid through for a period of twelve (12) months from notice of termination hereunder (the time of such termination; or “Continuation Period”), (iiiii) in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospitalbenefits he/she was receiving under Section 4.2 hereof (the “Benefits”) through the end of the Continuation Period in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive and (iv) within thirty days of Executive’s termination, healthpay Executive for any unused vacation days accumulated as of the date of termination. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive’s employment pursuant to this Section 5.2, medical then the Company shall make a cash payment, within thirty days of Executive’s termination, equal to the value of the Benefits that otherwise would have accrued for the Executive’s benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and life insurance benefits conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the vesting of the Executive’s Stock Options, if any, shall be subject to the terms of any option agreement(s) to which the Executive is receiving at and the time of such termination Company are parties. The Company shall have no further liability hereunder (other than for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments reimbursement for periods or partial periods that occurred reasonable business expenses incurred prior to the date of termination and for which termination, subject, however, to the Executive has not yet been paidprovisions of Section 4.1). The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due For all purposes under this paragraph (b)Agreement, no further amounts the failure by the Company to offer to renew the Agreement following the expiration of the Initial Term or any Renewal Term on the same terms and conditions hereunder shall be owed treated as if the Company terminated this Agreement pursuant to the Executive and the Employer shall have no further obligation this Section 5.2.” 3. Section 5.5(d) is amended to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and read in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunder.its entirety as follows:

Termination Without Cause. Upon a termination of The Company may terminate Executive’s employment by Employer at any time without “cause”, Executive shall be entitled to receive a payment equal to nine (9) months of his then current Base Salary Cause (as defined below). For purposes If Executive’s employment by the Company is terminated by the Company without Cause, Executive will be entitled to: 5.1.1. payment of this Agreementall accrued and unpaid base salary through the date of such termination; 5.1.2. provided the Release under Section 5.2 has been executed and become effective and enforceable in accordance with its terms following expiration of the applicable revocation period and Executive complies with the Restrictive Covenants (as set forth in Section 6), monthly severance payments equal to one-twelfth of Executive’s base salary as of the date of such termination for a period equal to twelve (12) months (the “Severance Period”). The first such payment will be made on the sixtieth (60th) day following Executive’s “Base Salaryseparation from service” at any time shall (as such term is defined under Internal Revenue Code Section 409A (“Code Section 409A”) and the Treasury Regulations thereunder and the remaining payments will be made in accordance with the Company’s normal payroll schedule for salaried employees; and 5.1.3. provided the Release under Section 5.2 has been executed and become effective and enforceable in accordance with its terms following expiration of the applicable revocation period and Executive complies with the Restrictive Covenants (as set forth in Section 6), the Company will reimburse Executive for the cost he incurs for continuation of Executive’s annual salary most recently approved by health insurance coverage under COBRA (and for his family members if Executive provided for their coverage during his or her employment) during the Board of Directors of Employer or any committee thereofSeverance Period and in accord with the NSP plan applicable to NSP employees currently in effect. Such amount Executive shall, at the option of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or (ii) in a single lump payment within thirty (30) days after each monthly COBRA payment during the Severance Period for which he is entitled to reimbursement in accordance with the foregoing, submit appropriate evidence of such terminationpayment to the Company, and the Company shall reimburse Executive, within ten business days following receipt of such submission. During the period such health care coverage remains in effect hereunder, the following provisions shall govern the arrangement: (i) the amount of the COBRA costs eligible for reimbursement in any one (1) calendar year of coverage will not affect the amount of such costs eligible for reimbursement in any other calendar year for which such reimbursement is to be provided hereunder; (ii) no COBRA costs will be reimbursed after the close of the calendar year following the calendar year in which those costs were incurred; and (iii) Executive’s right to the reimbursement of such costs cannot be liquidated or exchanged for any other benefit. In addition, Employer shall, solely in the event the Company’s reimbursement of the reimbursable portion of any COBRA payment hereunder results in Executive’s recognition of taxable income (whether for federal, state or local income tax purposes), the Company will report such taxable income as taxable W-2 wages and collect the applicable withholding taxes, and Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination will be responsible for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and additional income tax liability resulting from such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereundercoverage.

Termination Without Cause. WG may terminate Employee's employment without Cause at any time with 90 days' prior written notice. Any Termination without Cause shall be effective only upon expiration of the 90-day notice period. During the 90-day notice period, Employer shall continue paying Employee's salary, and at the sole discretion of WG, Employee may continue to perform the duties of the Position or he may cease performing such duties. At the end of such 90-day notice period, Employer shall pay a portion of the Incentive Compensation to which Employee would have been entitled for the calendar year in which such termination is effective, pro-rated to the effective date of such Termination without Cause. No later than 30 days from the effective date of any such Termination without Cause, WG shall provide Employee with a lump sum severance payment equal to one year's salary at the rate then in effect minus any applicable withholding taxes. In addition, for a period of one year after the effective date of such Termination without Cause, WG shall continue to provide or pay: (a) the applicable premiums for all employee health, welfare and fringe benefits provided to Employee under clause (iii) of Section 6 hereof prior to the effective date of such Termination without Cause, and (b) the use of an automobile pursuant to clause (v) of Section 6 hereof. The benefits provided under clauses (a) and (b) of the previous sentence shall be at the same level of coverage in effect on the Effective Date and in accordance with the same terms as those that would have applied but for such Termination without Cause. Upon a termination the expiration of Executive’s employment by Employer without “cause”such one-year period, Executive Employee shall be entitled to receive a payment equal elect continuation health insurance coverage pursuant to nine the Consolidated Omnibus Budget Reconciliation Act (9) months of his then current Base Salary (as defined below"COBRA"). For purposes of this Agreement, Executive’s “Base Salary” at any time shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or (ii) in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to pay any other compensation or provide any further benefits other than those to which Employee may be entitled pursuant to WG's plans and programs in effect on the effective date of any Termination without Cause; provided, however, that any medical and hospital insurance benefits to which Employee may be entitled, during both the Executive. It is also understood one-year period after Termination without Cause and agreed thatduring the COBRA period, notwithstanding any provisions shall be at least at the same level as required under clause (iii) of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderSection 6 hereof.

Termination Without Cause. Upon (This Section P does not apply to a termination without cause that occurs within three (3) months prior to a Change of ExecutiveControl and in relation or connection to that Change of Control or within twelve (12) months after a Change of Control – such terminations are covered by Section M). The Company may terminate your employment without cause at any time upon providing you with the notice or pay in lieu of notice to which you are entitled under the Statutory Notice. In exchange for and conditional upon you signing and returning a full and final Release of all claims in the form attached hereto as Schedule C, the Company will provide you with notice or pay in lieu of notice beyond that required by the Statutory Notice – in particular, the Company will provide you with working notice of termination (in which case all of your terms and conditions of employment including compensation and benefits, subject to the applicable insurer’s terms of coverage, will continue during the working notice period, or Base Salary continuance, or a lump sum payment of Base Salary, or an equivalent combination of any of the foregoing, in the amount of twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company, up to a combined maximum of eighteen (18) months (the “Notice Period”). It is within the Company’s sole discretion to decide whether to provide working notice, Base Salary Continuance, or a lump sum payment of Base Salary, or a combination of the foregoing, for the Notice Period. The Notice Period is inclusive of, and not in addition to, the Statutory Notice. If the Company elects to provide Base Salary Continuance or a lump sum payment of Base Salary for all or part of the Notice Period, the portion of the Notice Period covered by such payment(s) shall be defined as the “Payment Period”. The parties further agree as follows, also conditional upon you signing and returning a full and final Release of all claims in the form attached hereto as Schedule C: (i) subject to the applicable insurer’s terms of coverage, the Company will arrange for you to continue to receive group benefits insurance coverage up to the earlier of (i) the end of the Notice Period, or (ii) the date you commence full-time employment. In the event the insurer does not continue coverage, the Company will pay you an amount equivalent to the cost of the monthly premiums the Company would have paid on your behalf for the group benefits insurance coverage that are terminated; (ii) you will receive an Average Bonus pro-rated for the period of the calendar year that you actually worked, up to your last day at work, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive 3 months of your Average Bonus. Payment of your pro-rated Average Bonus will be within four (4) weeks of the termination date provided that if a bonus has not yet been determined for the preceding completed calendar year, the Company will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice so that the Average Bonus can then be determined and paid. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period; (iii) the Company will pay the contributions to your retirement savings plan the Company would have paid on your behalf during the Notice Period; and (iv) notwithstanding any provision in this Agreement or in the Pre-IPO Equity Plan, the Equity Incentive Plan and any subsequent incentive compensation plan to the contrary, the Company will extend the vesting and exercise rights of your vested and unvested options and other deferred compensation as follows: a. for stock options granted under the Pre-IPO Equity Plan and any prior stock option plan, the stock options will continue vesting until the end of the Notice Period, at which time all unvested options will be null and void, and all vested stock options will be exercisable until the earlier of the original expiry date of the options and the date that is three (3) months following the end of the Notice Period; and b. for stock options and other deferred compensation granted under the 2014 Equity Incentive Plan and any subsequent incentive compensation plan, the stock options and other deferred compensation will continue to vest for a period of three (3) months after the date your employment by Employer without “cause”, Executive shall terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry date of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payment in lieu of notice provided to you will be inclusive of any termination or severance pay owing to you under applicable employment standards legislation and subject to statutory withholdings and other regular payroll deductions. You will not be entitled to receive a payment equal to nine any further pay or compensation except (9i) months of his then current Base Salary (as defined below). For purposes of expressly set out in this Agreement, Executive’s “Base Salary” at any time shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or and (ii) in a single lump payment within thirty (30) days of such termination. In additionthe pay, Employer shallif any, solely in the event the Executive determines to receive the amount due accrued and owing under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior Agreement up to the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderyour employment.

Termination Without Cause. Upon a termination of The Employer may terminate the Executive’s employment for any reason upon thirty (30) days prior written notice to the Executive. If the Executive’s employment is terminated by the Employer without “cause”for any reason other than the reasons set forth in subparagraphs a, Executive shall be entitled b or c of this Section 5, subject to receive a payment equal to nine (9) months of his then current Base Salary (as defined below). For purposes the Executive’s compliance with Sections 8 and 9 of this Agreement, Executive’s “the Executive will be entitled to the following payments and benefits: i. any Base Salary” at Salary that is accrued but unpaid, the value of any time shall be the Executive’s annual salary most recently approved vacation that is accrued but unused (determined by dividing Base Salary by 365 and multiplying such amount by the Board number of Directors of Employer or unused vacation days), and any committee thereof. Such amount shallbusiness expenses that are unreimbursed—all, at the option as of the Executivedate of termination of employment; ii. any rights and benefits (if any) provided under plans and programs of the Employer, be paid determined in either: (i) periodic payments, over nine (9) months, in accordance with the same manner in which applicable terms and provisions of such plans and programs; iii. continuation of the Executive’s Base Salary was paid through the time of such termination; or (ii) as in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred effect immediately prior to the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by of employment for a period equal to the lesser of two (2) years or the remainder of the term of this Agreement (such period shall hereinafter be referred to as the “Continuation Period”); provided, that these payments will be made in separate, equal payments no less frequently than monthly over the Continuation Period; and iv. the Employer without shall continue to provide medical, dental, life insurance and other welfare benefits (the “causeWelfare Benefits”. However) to the Executive, it is understood his spouse and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed his eligible dependents for the Continuation Period on the same basis and at the same cost as such benefits were provided to the Executive and immediately prior to his date of termination; provided that if the terms of the plans governing such Welfare Benefits do not permit such coverage, the Employer shall have no further obligation to will provide any further benefits such Welfare Benefits to the ExecutiveExecutive with the same after tax effect. It is also understood and agreed thatNotwithstanding the foregoing, notwithstanding any provisions of this paragraph (b) and in the event Welfare Benefits otherwise receivable by the Executive obtains new employment during any period that pursuant to this Section 5(d)(iv) shall be reduced or eliminated to the Employer is obligated extent the Executive becomes eligible to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner receive comparable Welfare Benefits at substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereundercosts from another employer.

Termination Without Cause. Upon a termination of Executive’s 's employment by Employer without “"cause”, ," Executive shall be entitled to receive a payment equal to nine twelve (912) months of his then current Base Salary (as defined below). For purposes of this Agreement, Executive’s “'s "Base Salary” " at any time shall be the Executive’s 's annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, payment shall be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or (ii) made to Executive in a single lump sum payment within thirty (30) days of such terminationto be made in accordance with Section 17 hereof. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, shall continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the a period that the Executive continues to receive of twelve (12) months after such periodic paymentstermination. Executive shall also be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “"cause”. ." However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive, except as expressly set forth herein. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunder.

Termination Without Cause. Upon During the Term, the Company may terminate the Employee's employment under this Agreement at any time for any reason other than Cause upon written notice specifying the date of termination and the Employee shall be entitled to the payments provided under this Section 7(b). In the event the Company terminates the Employee's employment for reasons other than Cause (which includes termination by the Company for what the Company believes to be Cause when it is ultimately determined that the Employee was terminated without cause), then the Employee shall receive severance payments as follows: (i) the Employee shall continue to receive his base salary on a monthly basis for the remainder of the calendar year in which such termination occurred, (ii) the Employee shall be paid an annual bonus for the calendar year in which such termination occurred equal to the average of the bonuses paid to the Employee for the three fiscal years preceding the year in which termination occurred (which bonus shall be payable within ninety days after the close of the fiscal year in which such termination occurs), and (iii) during the two calendar years following the year in which such termination occurs, the Employee shall receive annual severance pay equal to the base salary in effect at the termination of Executive’s employment by Employer without “cause”plus an amount equal to the average of the bonuses paid to the Employee for the three fiscal years preceding the year in which employment is terminated, Executive which annual severance pay shall be paid on a monthly basis during the two years following the termination of employment. If there shall take place a Change in Control (as defined in Section 7(d)) of the Company on or before termination of Employment, the Employee shall be entitled to receive a payment equal to nine (9) months of his then current Base Salary (as defined below). For purposes of the total severance pay provided for under this Agreement, Executive’s “Base Salary” at any time shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or (iiSection 7(b) in a single lump payment within thirty (30) days on the date of such Employee's termination, or if a Change in Control occurs after the date of such Employee's termination, the Employee shall be entitled to receive the total severance pay remaining to be paid pursuant to this Section 7(b) in a single payment on the date when a Change in Control occurs. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination independent accountants acting as auditors for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior to Company on the date of termination a Change in Control (or another accounting firm designated by them) determine that such single payment, together with other compensation received by the Employee that is a contingent on a Change in Control, would constitute "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended and for which regulations thereunder, the Executive has not yet been paid. The Executive single payment to the Employee shall have no duty be reduced to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts the maximum amount which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and paid without such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderpayments being "excess parachute payments".

Termination Without Cause. The Company may terminate the Executive’s employment for any reason, or no reason at all, at any time; provided, that upon a Termination Without Cause, the Company shall provide the compensation and benefits set forth in this Section 8. In the event of a Termination Without Cause, the Executive shall continue to be subject to the Confidentiality Agreement and the Non-Compete Agreement. Upon the Executive’s Termination Without Cause, unless the Company otherwise elects as set forth hereinbelow, the Company shall pay to the Executive, on the Termination Date, a termination lump sum amount, which is equal to the sum of (i) any Base Salary and bonus compensation earned but unpaid as of the Termination Date; plus (ii) the balance of Executive’s employment by Employer without “cause”Base Salary through the end of the then existing Term; and (iii) reimbursement of business expenses to which the Executive is entitled pursuant to Section 5 as of the Termination Date. Notwithstanding the foregoing, upon termination, in lieu of a lump sum amount the Company may elect to continue paying to Executive the Base Salary through the remainder of the then existing Term in accordance with customary Company payroll policies. The Company shall also pay the Executive any amounts due to the Executive pursuant to the terms of any Benefit Plans in which the Executive was a participant, in accordance with the terms of such plans. In addition, provided the Executive properly elects COBRA continuation coverage, the Company shall reimburse the Executive for the cost of COBRA premiums for health care coverage for the Executive and the Executive’s spouse and children, as applicable and to the extent eligible for any elected coverage, for up to six (6) months following the Termination Date. In addition, the Executive shall be entitled to receive a payment equal to nine (9) months of his then current Base Salary (any vested benefits under the Restricted Stock Award Agreement as defined below). For purposes of this Agreement, Executive’s “Base Salary” at any time shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid Termination Date in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or (ii) in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive accordance with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderterms thereof.

Termination Without Cause. Upon a termination of Executive’s employment by Employer without “cause”, Executive shall be entitled to receive a payment equal to nine (9) months of his then current Base Salary (as defined below). For purposes of The Company may terminate this Agreement, Executive’s “Base Salary” Agreement at any time shall be the Executive’s annual salary most recently approved for any reason, by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the delivering a written notice to Executive, be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or (ii) in a single lump payment within effective thirty (30) days of after Executive receives such terminationnotice in accordance with the terms hereof. In additionsuch an event, Employer shallExecutive’s sole remedy shall be: (1) to collect all unpaid Base Salary, solely accrued annual bonus or incentive compensation (including any unpaid, accrued annual bonus or incentive compensation from the immediately preceding year), accrued PTO, and all unreimbursed expenses payable for all periods through the effective date of termination (the foregoing amounts shall be paid on the date of termination of Executive’s employment); plus (2) Executive shall receive, in addition to the event amounts specified above, the severance payments outlined below (the “Severance Payments”). Executive determines shall not be required to receive mitigate the amount due under this paragraph of any Severance Payments received by seeking other employment during the term of the severance period. However, should Executive obtain other employment during the term of the severance period, SG shall pay Executive, for the remaining length of the severance period, only the difference between his new salary and his Base Salary (b) as in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving effect at the time of such termination), if the new salary is less than his Base Salary. For the avoidance of doubt, the Company shall not be obligated to make any Severance Payments thereafter if the new salary is greater than his applicable Base Salary. The Severance Payments shall be calculated as follows: (a) should the termination for occur during the period that the Initial Capital Raise Period, Executive continues shall continue to receive such periodic payments. his then-current Base Salary for a period of three (3) months; (b) should the termination occur during the one-year period immediately following the final day of the Initial Capital Raise Period, Executive shall also continue to receive his then-current Base Salary for a period of six (6) months; and (c) should the termination occur at any time during the Employment Period after the one-year period immediately following the final day of the Initial Capital Raise Period, Executive shall continue to receive his then-current Base Salary for a period of twelve (12) months. The Severance Payment (less all applicable withholdings) will be paid in equal monthly installments over the applicable period immediately following termination of Executive’s employment, as applicable. The Company shall reimburse Executive for premiums for COBRA coverage for Executive (and to the extent he has family coverage, his family), provided that Executive elects such coverage, during the applicable period when Executive is receiving Severance Payments. Should Executive obtain other employment during such period of COBRA coverage, and Executive is provided the opportunity to obtain comparable health insurance benefits to those benefits provided by SG, then the Company shall no longer reimburse Executive for premiums for COBRA coverage for Executive (and to the extent he has family coverage, his family), from the date Executive may obtain such health insurance benefits, whether or not Executive elects such coverage. The Company shall be entitled to payments for periods or partial periods that occurred prior to discontinue the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and Severance Payments in the event that Executive violates any of the Executive obtains new employment during any period that the Employer is obligated to provide hospitalprovisions of Sections 4.9, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunder4.10 or 4.11.

Termination Without Cause. Upon a termination of At any time the Company shall have the right to terminate this Agreement and the Executive’s employment hereunder without Cause by Employer without “cause”written notice to the Executive; provided, however, that the Company shall (a) pay to the Executive shall be entitled any unpaid Base Salary accrued through the effective date of termination specified in such notice within ten days after such termination, and (b) subject to receive the execution by the Executive of a payment release agreement containing standard terms in a form reasonably satisfactory to the Company, pay to the Executive, in monthly installments consistent with the Company’s normal payroll schedule during the six-month period following termination, subject to applicable withholding and other taxes, an amount equal to nine (9) six months of his then current Base Salary (as defined below). For purposes of this Agreement, Executive’s “Base Salary” at any time shall be the Executive’s annual salary most recently approved by then Base Salary, plus an amount equal to the Board COBRA premiums necessary to permit the Executive to continue group insurance coverage under the Company’s plans for a period of Directors of Employer or any committee thereofsix months. Such amount shall, at the option of the Executive, The Company shall be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which deemed to have terminated the Executive’s Base Salary was paid through employment pursuant to this Section 3.4 if such employment is terminated by the time of such termination; or (ii) in a single lump payment within thirty (30) days of such terminationCompany without Cause. In addition, Employer shall, solely in The Company also shall reimburse the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred Executive’s reasonable business expenses incurred prior to the date of termination and for which the Executive has not yet been paidpursuant to this Section 3.4. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due Payments under this paragraph subparagraph (b) above shall be treated as a series of separate payments under Treasury Regulation Section 1.409A-2(b)(2)(iii), no further amounts are subject to required tax and other withholdings, and shall be owed conditioned upon the Executive’s execution of a general release of claims that becomes irrevocable within 60 days of the Executive’s termination date. Any payments due to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph under subparagraph (b) and in the event above shall be forfeited if the Executive obtains new employment during fails to execute a general release of claims that becomes irrevocable within 60 days after the Executive’s termination date. If the foregoing release is executed and delivered and no longer subject to revocation within 60 days after the termination date, then the following shall apply: (i) To the extent any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar payments due to the benefits Executive under subparagraph (b) above are not “deferred compensation” for purposes of Section 409A, then such payments shall commence upon the first scheduled payment date immediately after the date the release is executed and no longer subject to be revocation (the “Release Effective Date”). The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement had such payments commenced immediately upon the termination date, and any payments made thereafter shall continue as provided by Employer hereunderherein. The delayed payments shall in any event expire at the time such payments would have expired had such payments commenced immediately following the termination date. (ii) To the extent any payments due to the Executive under subparagraph (b) above are “deferred compensation” for purposes of Section 409A, Employer may permanently terminate then such payments shall commence upon the duplicative benefits it is obligated to provide hereunder60th day following the termination date. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon the termination date, and any payments made thereafter shall continue as provided herein. The delayed payments shall in any event expire at the time such payments would have expired had such payments commenced immediately following the termination date.

Termination Without Cause. Upon a Notwithstanding anything to the contrary in this Agreement, the Company may, at any time, terminate Employee’s employment without Cause (as defined above) by giving Employee at least thirty (30) days prior written notice of the effective date of Employee’s termination. In the event of such termination of Executive’s employment by Employer without “cause”Cause, Executive Employee shall be entitled to receive a (i) Earned Pay, (ii) severance benefits, which shall consist of an after-tax, lump sum payment equal to nine the Company’s share of Employee’s medical coverage under the Company’s group health plan, measured as if Employee properly and timely elected continuation coverage as prescribed by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (9“COBRA”), for the Severance Period (defined in Section 5.2 below) months of his then current Base (the “COBRA Cash Stipend”), (iii) severance pay, which shall be equal to Employee’s Salary for the Severance Period (as defined belowin Section 5.2), payable in regular installments in accordance with the Company’s standard payroll practices (“Severance Pay”), and (iv) pro-rata bonus (cash or equivalent). For purposes The Company shall commence payment of Severance Pay and shall pay the COBRA Cash Stipend and bonuses within sixty (60) days of Employee’s termination of employment; provided, that Employee has executed, delivered, and not revoked the Waiver and General Release described in Section 5.3 of this Agreement. In the event the sixty (60) day time period spans two (2) calendar years, Executive’s “Base Salary” at any time shall payment will begin or be made, as applicable, in the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereofsecond calendar year. Such amount shall, at the option The first payment of the Executive, Severance Pay shall include any installments to which Employee would have been entitled had payments commenced upon the date of Employee’s termination of employment. The Earned Pay shall be paid in either: (i) periodic paymentsaccordance with the Company’s applicable policies and applicable law. Any vested benefits to which Employee is entitled under the Employee Benefit Plans and vested RSUs and options shall be paid in accordance with the terms of the governing plan documents and agreements. Employee must satisfy, over nine (9) monthsat all times, the conditions described in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or (ii) in a single lump payment within thirty (30) days of such termination. In additionSection 5.3, Employer shallSection 5.4, solely in the event the Executive determines Article IV and Article VI to receive the amount due COBRA Cash Stipend and continue to receive Severance Pay under this paragraph Section 5.1(b) following Employee’s termination of employment. If, during the Severance Period, Employee engages in any Restricted Activity with any Competing Business, Employee shall notify the Company in writing no later than five (b5) business days from the date Employee has commenced such Restricted Activity (“Commencement Date”). Further, upon determination by a court of competent jurisdiction that Employee has violated the restrictive covenants set forth in periodic paymentsArticle IV, continue Employee shall repay all Severance Pay paid to provide Employee following the Executive cessation of Employee’s employment with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderCompany.

Termination Without Cause. Upon a termination of The Executive’s employment by Employer may be terminated without “causeCause” as follows: (i) By mutual written agreement of the Trust and Executive, in which case the Executive will be paid only for the time period in which he works, and will not be entitled to any further compensation or severance benefits; (ii) Upon written notice to the other party, as follows: a. If Executive terminates his employment without “Good Reason”, or without “Good Cause” in the context of a “change of control”, Executive shall give thirty (30) days advance notice. Executive will be paid his compensation during the thirty (30) day notice period. The Trust (or its Successor) may elect, in its sole discretion, to dispense with the notice period and to immediately sever Executive’s employment relationship with the Trust (or its Successor), but will pay Executive through the thirty (30) day notice period. Executive will not be entitled to any additional compensation or severance benefits. b. If the Trust terminates Executive’s employment without “Cause”, Executive shall be entitled to receive a payment severance benefits equal to nine one hundred fifty percent (9150%) months of his then Executive’s then-current Base Salary (as defined below)annual base salary. For purposes Any unvested share options or restricted shares granted to the Executive under any share plan will vest and become immediately exercisable; provided, however, that any provisions of separate agreements between the Trust and Executive governing the vesting or forfeiture of share grants or options that are more favorable to the Executive shall control over the provisions of this Agreement, . c. If Executive terminates his employment for “Good Reason,” Executive shall be entitled to severance benefits equal to one hundred fifty percent (150%) of Executive’s then-current annual base salary. Any unvested share options or restricted shares granted to the Executive under any share plan will vest and become immediately exercisable; provided, however, that any provisions of separate agreements between the Trust and Executive governing the vesting or forfeiture of share grants or options that are more favorable to the Executive shall control over the provisions of this Agreement. “Base SalaryGood Reason” at any time shall be is defined as (a) a change in the Executive’s annual status, position or responsibilities that does not represent a promotion, (b) a reduction in the Executive’s base salary most recently or bonus, (c) a required relocation to a location more than thirty miles away from the Trust’s principal executive offices, or (d) the failure of the Trust to continue to provide benefits (including severance) to the Executive as set forth in the Executive Compensation Plan or, if no Executive Compensation Plan then exists, the last written Executive Compensation Plan approved by the Company’s Board of Directors of Employer Trustees or any committee thereof. Such amount shall, at the option Compensation Committee of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the ExecutiveCompany’s Base Salary was paid through the time Board of such termination; or (ii) in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderTrustees.

Termination Without Cause. Upon a termination of Executive’s employment by Employer without “cause”, Executive shall be entitled to receive a payment equal to nine (9) months of his then current Base Salary (as defined below). For purposes of i. CTI may in its sole discretion terminate this Agreement, Executive’s “Base Salary” agreement at any time without cause. If CTI does so, after Executive executes a legal release in the form attached to this agreement, as that legal release may be modified or amended from time to time to ensure a final, complete and enforceable release of all claims that Executive has or may have against CTI relating to or arising in any way from Executive's employment with CTI, and provided that Executive does not thereafter revoke that legal release as permitted by its terms, CTI shall be pay Executive severance compensation equal to the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option greater of the amount that would be payable to Executive pursuant to paragraph 2 for the remainder of the term of this Agreement OR 12 months of Executive's base salary under paragraph 2, be paid in either: (i) periodic payments, over nine (9) monthsabove, in a lump-sum, less legally required withholdings, no later than thirty days after the same manner in which the Executive’s Base Salary was paid through the time of such termination; or (ii) in a single lump payment within thirty (30) days of such terminationtermination date. In addition, Employer shall, solely CTI shall pay Executive up to $25,000 in the event the outplacement services provided to Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic paymentsby a third-party outplacement consultant or consulting service. Executive shall also be entitled reasonably select the outplacement provider and contract for outplacement services, and shall forward invoices for outplacement services to payments for periods or partial periods that occurred prior CTI, which shall promptly pay the invoiced amount directly to the date outplacement provider. ii. If CTI terminates this agreement at any time without cause under this subparagraph, pays Executive all salary and vacation compensation earned and unpaid as of the termination date, and for which offers to pay Executive severance compensation in the amount and on the terms specified above, Coor's acts in doing so shall be in complete accord and satisfaction of any claim that Executive has not yet been paid. The Executive shall or may at any time have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment for compensation or payments of any amounts which may become due under kind from CTI arising from or relating in whole or part to Executive's employment with CTI and/or this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderagreement.

Termination Without Cause. Upon a termination of Company may, in its sole discretion, by written notice to Executive terminate Executive’s employment under this Agreement immediately without Cause at any time (other than following a Change of Control, in which case a termination without Cause is governed by Employer without “cause”Section 8 of this Agreement). In the event of such termination, Executive shall continue to be paid the Base Salary that Executive is entitled to receive a payment equal to nine (9) months as of his the date Executive is Terminated without Cause through the expiration of the then current Base Salary (as defined below)Term. For purposes of Nothing in this Agreement, Section shall affect Executive’s “Base Salary” at rights to receive any time shall be the benefit which has been earned but not paid with respect to Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or (ii) in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred performance prior to the date of termination such termination. The payments described in this Section 7(e) will be due Executive regardless of any subsequent employment attained by Executive, other than the following benefit. If Executive is eligible for and timely and properly elects continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), the Employer shall reimburse the Executive monthly for the monthly COBRA premium paid by Executive for himself and his dependents for a period of eighteen (18) months after the Termination Date (the “COBRA Reimbursement”). If the terms of the applicable plan documents do not allow the Employer to continue to provide COBRA coverage to Executive and Executive's dependents beyond the expiration of the statutorily-proscribed COBRA period, the Employer shall make monthly cash payments to Executive in an amount equal to the monthly COBRA premium for coverage for Executive and Executive's dependents for the duration of the eighteen (18) month period. Provided, however, that Employer’s obligations under this provision for COBRA/health coverage shall terminate on the date on which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits enrolls in a manner group health plan offered by another employer that provides substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereundercoverage.

Termination Without Cause. Upon The District may, for any reason, without cause or a termination hearing, terminate this Agreement at any time. In consideration for the exercise of Executive’s this right, the District shall pay to President for the remainder of this Agreement or eighteen (18) months, whichever is less, a sum equal to the difference between the President's salary rate in effect during the President's last month of service and the amount that the President earns from any other employment by Employer without “cause”related source (whether as employee, Executive independent contractor, consultant or self- employed). Payments to the President shall be made on a monthly basis unless the District agrees otherwise. In addition, the President shall be entitled to receive a payment equal health and welfare benefits at the District's expense for an amount of time commensurate with the amount of time to nine (9) months of his then current Base Salary (as defined below)which the President is entitled to the preceding payments or until the President finds other employment that provides health and welfare benefits, whichever occurs first. For purposes of this Agreement, Executive’s “Base Salary” at the term "salary" shall include only the President's regular monthly base salary and shall not include the value of any time other allowances, stipends, reimbursements or benefits received under this Agreement. Payments made pursuant to this termination without cause provision may be subject to applicable payroll deductions and treated as compensation for state and federal tax purposes. No payments made pursuant to this early termination provision shall constitute creditable service or creditable compensation for retirement purposes. Payments made pursuant to this termination without cause provision shall be considered as final settlement pay and shall not count for any retirement purposes; accordingly, no deductions shall be made for retirement purposes. The parties agree that any damages to the Executive’s annual salary most recently approved by President that may result from the Board District's early termination of Directors this Agreement cannot be readily ascertained. Accordingly, the parties agree that the payments made pursuant to this termination without cause provision constitute reasonable liquidated damages for the President, fully compensate the President for all tort, contract and other damages of Employer any nature whatsoever, whether in law or any committee thereof. Such amount shallequity, at the option of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or (ii) and do not result in a single lump payment within thirty (30) days penalty: The parties agree that the District's completion of such termination. In addition, Employer shall, solely in the event the Executive determines to receive the amount due its obligations under this paragraph (b) provision constitutes the President's sole remedy to the fullest extent provided by law. Finally, the parties agree that this provision meets the requirements governing maximum cash settlements as set forth in periodic paymentsGovernment Code sections 53260, continue et seq. Notwithstanding any other provision of this Agreement to provide the Executive with contrary, if the hospitalDistrict believes, healthand subsequently confirms through an independent audit, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive President has engaged in fraud, misappropriation of funds, or other illegal fiscal practices, then the District may terminate the President and the President shall also not be entitled to payments for periods the cash, salary payments, health benefits or partial periods that occurred prior other non-cash settlement as set forth above. This provision is intended to implement the date requirements of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. HoweverGovernment Code section 53260, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph subdivision (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunder.

Termination Without Cause. Upon The Board may, for any reason, without cause or a termination of Executivehearing, terminate this Agreement at any time upon prior written notice to the Assistant Superintendent. Prior to terminating this Agreement without cause, the District shall communicate with the Assistant Superintendent about the Assistant Superintendent’s employment and the parties shall discuss whether the Assistant Superintendent’s employment relationship can be terminated by Employer without “cause”mutual agreement. In consideration for exercise of this right, Executive the District shall be entitled pay to receive Assistant Superintendent for the remainder of the unexpired term of this Agreement, or twelve (12) months, whichever is less, a payment sum equal to nine the difference between Assistant Superintendent’s monthly base salary at the salary rate in effect during the Assistant Superintendent’s last month of service and the amount which Assistant Superintendent earns from any other employment- related source (9) months of his then current Base Salary (whether as defined belowemployee, independent contractor, consultant or self-employed). For purposes of this Agreement, Executivethe term “salary” shall include only the Assistant Superintendent’s “Base Salary” at regular monthly base salary and shall not include the value of any time other stipends, reimbursements or benefits received under this Agreement. Payments made pursuant to this early termination provision shall be made on a monthly basis. All payments made pursuant to this early termination provision shall be subject to all of District’s regular payroll deductions and shall be treated as salary payments. As a condition of payment, the Executive’s annual salary most recently approved by Assistant Superintendent shall be obligated to seek other employment. Assistant Superintendent shall provide a monthly written statement to the Board President of Directors efforts to secure such employment. If the Assistant Superintendent obtains other employment during this period, the Assistant Superintendent shall immediately notify the Board President in writing and submit evidence of Employer all employment earnings each month. From the date that Assistant Superintendent obtains other employment forward, the District's monthly payments to the Assistant Superintendent shall be offset by an amount equal to the Assistant Superintendent's income from other employment sources during this period, whether such employment be as consultant, independent contractor or any committee thereofemployee. Such amount shallIf the Assistant Superintendent is terminated without cause and elects to retire instead of fulfilling her obligation to seek other employment, at the option parties agree that, effective upon the date of the ExecutiveAssistant Superintendent’s retirement with CalSTRS or CalPERS, be paid the District’s obligations to make the payments described in either: (i) periodic paymentsthis paragraph shall end. If Assistant Superintendent elects to retire, over nine (9) monthsthen Assistant Superintendent shall inform the Board, in writing, of Assistant Superintendent’s intent to retire, the Assistant Superintendent shall file the required retirement documents with CalSTRS or CalPERS and, in a timely manner, provide copies of such documents to the Board President. Subject to the District’s insurance carriers’ rules, requirements and restrictions, the Assistant Superintendent shall also be entitled to the same manner in which District contribution toward health benefits as the Executive’s Base Salary Assistant Superintendent was paid through the time of such termination; or (ii) in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of her termination, for the remainder of the unexpired term of this Agreement, a period of twelve (12) months, or until the Assistant Superintendent obtains other employment, whichever occurs first. Any such termination shall be in writing, shall specify the effective date of the termination, and shall terminate all of the Assistant Superintendent’s employment rights and entitlements with the District. The Assistant Superintendent shall execute a full release of claims against the District and its officers, agents and employees, along with a statement acknowledging that Administrator waives the applicability of California Civil Code section 1542, as a condition for receipt of any severance payments; otherwise, no severance payments shall be required and termination shall be effective nonetheless. The parties agree that damages to the Assistant Superintendent which may result from the Board’s early termination of this Agreement cannot be readily ascertained. Accordingly, the parties agree that the damage payments made pursuant to this early termination clause, along with the District’s agreement to provide paid health benefits, constitutes reasonable liquidated damages for the period Assistant Superintendent, fully compensates the Assistant Superintendent for all tort, Agreement, and other damages of any nature whatsoever, whether in law or equity, and does not result in a penalty. The parties agree that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior District’s completion of its obligations under this provision constitutes the Assistant Superintendent’s sole remedy to the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be fullest extent provided by Employer hereunderlaw. Finally, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderparties agree that this provision meets the requirements governing maximum cash settlements as set forth in Government Code sections 53260, et seq.

Termination Without Cause. Upon a termination of Except as provided in Section 6.3, if Executive’s 's employment is terminated by Employer without “cause”the Company (other than for Permanent Disability, death or Cause), Executive shall be receive such payments, if any, under applicable plans or programs, including but not limited to those referred to in Section 4.1 hereof, to which he is entitled pursuant to the terms of such plans or programs, and any unpaid payments of Base Salary previously earned, any unpaid Bonus earned or awarded for prior periods, accrued vacation and expense incurred for which Executive is entitled to receive a payment equal to nine (9) months of his then current Base Salary (as defined below)reimbursement hereunder. For purposes of this Agreement, Executive’s “Base Salary” at any time shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or (ii) in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event the If Executive determines to receive the amount due is terminated under this paragraph (b) in periodic paymentsSection 6.1, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods receive: (a) an amount in lieu of any other cash compensation beyond that occurred provided in the immediately preceding sentence, which amount shall be equal to the sum of: (i) the actual bonus, if any, he would have received in respect of the fiscal year in which his termination occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior to the date of Executive's termination and for the denominator of which is 365, payable at the Executive has not yet been paid. The Executive shall have no duty same time as bonuses are paid to mitigate damages other executives; (ii) two times Executive's annual Base Salary; plus one times Executive's Target Bonus; payable in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment within 30 days following such termination of employment; provided that if such termination occurs within 90 days prior to calendar year end, amount shall be payable on January 1 of the year following the date of Executive’s termination; and (b) continued coverage for a 24-month period under any employee medical, health and life insurance plans in accordance with the respective terms thereof applicable to active employees (other than the requirement of continued employment); provided, however, that payments and benefits due hereunder shall be reduced by any amounts which may become due under this paragraph (b), no further amounts shall be owed by Executive to the Company. In no event shall Executive and be obligated to seek other employment or take any other action by way of mitigation of the Employer shall have no further obligation amounts payable to provide Executive under any further benefits to of the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) Agreement and in the event the such amounts shall not be reduced whether or not Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderother employment.

Termination Without Cause. Upon a Notwithstanding anything to the contrary contained in this Agreement, this Agreement may be terminated at any time by either party without cause, effective thirty (30) days after written notice of termination is given to the other party. In the event Executive elects to terminate this Agreement without cause pursuant to this paragraph, Executive shall not be entitled to any salary, benefits or other compensation of any kind under this Agreement, except for such compensation as may be due and payable through and including the effective date of termination or as may be required by this Agreement or applicable law. In the event the Bank terminates this Agreement without cause, the Bank shall pay to Executive an amount equal to the Severance Payment (as defined in Section 6.2 hereof), which aggregate amount shall be payable in equal monthly installments during the succeeding twelve (12) month period beginning on the date of termination. Such Severance Payment shall be subject to applicable withholding taxes and other normal payroll deductions. Any health insurance benefits provided by the Bank to Executive at the time of Executive’s employment termination without cause under this section shall be continued for twelve (12) months on the same terms as when the Executive was employed by Employer without “cause”Bank, and thereafter, Executive shall have the right to continue health insurance benefits in effect at the time of Executive’s termination, at Executive’s expense, to the extent permitted by applicable law. Notwithstanding anything in this section to the contrary, upon termination the Executive shall be entitled to receive payment of unreimbursed business expenses incurred prior to termination, accrued but unpaid vacation, incentive bonus earned prior to termination, and such health, retirement and other benefits that may be available following termination but only to the extent provided by the Bank’s benefit plans and policies (including the SERP), this Agreement, or as required by law. After notice of termination is given, whether by the Bank or Executive, the Bank may require Executive to cease performing services for the Bank and may prohibit Executive from coming onto the Bank’s premises through the effective date of termination, provided that the Bank nonetheless compensates Executive through the effective date of termination. All references in this Section 6.3 to a payment equal termination of employment shall mean shall mean a cessation or reduction in the Executive’s services for the Bank (and any other affiliated entities that are deemed to nine (9) months of his then current Base Salary (constitute a “service recipient” as defined belowin Treasury Regulation §1.409A-1(h)(3)) that constitutes a “separation from service” as defined in Section 409A of the Code and the regulations thereunder, taking into account all of the facts, circumstances, rules and presumptions set forth in Treasury Regulation §1.409A-1(h). With respect to amounts payable to the Executive under this Section 6.3 that exceed what may then be paid to him under a separation pay plan (pursuant to Treasury Regulation Section 1.409A-1(b)(9) (the “Excess Amount”), then (1) the Excess Amount, if any, shall be treated as deferred compensation for purposes of Section 409A, and (2) if the Executive is a “specified employee” within the meaning of Section 409A, then any Excess Amounts payable before the 185th day following the date of the Executive’s separation from service shall not be paid until that 185th day. For purposes of subparagraph (2), Excess Amounts shall be treated as paid after amounts payable under this Section 6.3 that are not considered Excess Amounts, as permitted under Section 409A. No severance or other benefits shall be provided to Executive under this Section 6.3 if severance payments or benefits are provided under Section 6.2 of this Agreement, Executive’s “Base Salary” at any time shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or (ii) in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunder.

Termination Without Cause. Upon a termination of Executive’s Employer may terminate the Employee's employment by Employer without “cause”, Executive shall be entitled to receive a payment equal to nine (9) months of his then current Base Salary (as defined below). For purposes of this Agreement, Executive’s “Base Salary” at any time shall without cause by providing the Employee with one (1) week of written notice of termination within the Employee’s first year of service and two additional weeks’ notice of termination per completed year thereafter, up to a maximum of thirty-six (36) weeks, or such notice, severance pay, if owing, accrued vacation pay and any other compensation or benefits that may be required to meet the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option requirements of the ExecutiveEmployment Standards Act, 2000, whichever is greater. The Employee understands and agrees that the notice requirements contained in this section constitute a material inducement to the Employer to enter into this Agreement and to employ the Employee, and that the Employer would not enter into this Agreement absent such inducement. Where an Employee is terminated without cause, all benefits will only be paid in either: (i) periodic paymentscontinued during the statutory notice period under the Employment Standards Act, over nine (9) months2000, and, in the same manner case of group benefits, continuance is subject to group insurance coverage being available from the insurer. The Employee agrees that any entitlement to notice or pay in which lieu of notice in excess of the ExecutiveEmployee’s Base Salary was paid through statutory entitlements under the time Employment Standards Act, 2000, is subject to mitigation and is conditional upon the Employee executing a Full and Final Release in favour of such termination; or (ii) in a single lump payment within thirty (30) days of such termination. In addition, the Employer shall, solely in as prepared by the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving Employer at the time of such the termination for of the period Employee’s employment. Canadian Executive Employment Agreement – Salaried Initials_______ It is acknowledged and agreed that the Executive continues Employer may, at its sole option, elect to receive such periodic payments. Executive shall also be entitled to payments for periods pay the Employee's salary over the course of the notice period in lieu of any notice required by this Agreement, or partial periods that occurred prior to provide any combination of working notice and pay in lieu of notice at the date of termination and for which the Executive has not yet been paidEmployer’s discretion. The Executive Employee acknowledges and agrees that the payments, benefits and other compensation set out in this section shall have constitute the Employee’s sole entitlement to notice, pay in lieu of notice, severance or other compensation on termination whether by statute or at common law. In no duty to mitigate damages in connection with his termination by Employer without “cause”. Howeverevent shall the Employee receive less than the minimum entitlements of the Employment Standards Act, it is understood and agreed that2000, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event that any portion of this contract is found in violation of such minimum standards, the Executive obtains new employment during any period that minimum standard shall replace the Employer is obligated to provide hospitalprovision and shall apply, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderbut not more.

Termination Without Cause. Upon a termination of If the Company terminates Executive’s employment by Employer without “cause”Cause, Executive shall be entitled the Company will, subject to receive a payment equal to nine (9) months of his then current Base Salary (as defined below). For purposes Sections 4, 5 and 13 of this Agreement, provide severance benefits to Executive as set forth below in this Section 3(b). (i) The Company will pay to Executive within ten (10) days after the termination a lump sum cash amount equal to one hundred percent (100%) of Executive’s “Base Salary” then current annual base salary in effect immediately prior to the termination (or, if Executive’s base salary has been reduced within sixty (60) days prior to the termination or at any time shall be after the Change of Control, Executive’s annual base salary most recently approved by in effect prior to the Board reduction). The foregoing payment is in addition to and not in lieu of Directors of Employer or any committee thereof. Such amount shallsalary for the current year that has been earned but not yet paid, at which will be equitably prorated and paid together with the option of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or foregoing severance benefits. (ii) in a single lump payment within thirty (30) days of such termination. In additionThe Company will use its best efforts to continue Executive’s coverage under any medical, Employer shalldental, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic paymentsdisability, continue to provide the Executive with the hospital, health, medical and life insurance and automobile reimbursement benefits which the Executive is receiving and other perquisites in effect at the time of such termination for (or, if the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred level of benefits has been reduced within sixty (60) days prior to the termination, the level of benefits prior to the reduction) for a period of one (1) year from the date of termination and for which or until Executive commences new employment providing substantially similar benefits, whichever is earlier (the Executive has not yet been paid“Severance Benefit Period”). The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it To the extent the Company is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation unable to provide any further of such medical or dental benefits to Executive under its existing benefit plans and arrangements, the ExecutiveCompany shall permit Executive to elect to continue the medical and dental benefits under COBRA in accordance therewith and during the Change in Control Severance Benefit Period the Company shall reimburse Executive for the amount of the monthly premium charged Executive by the applicable insurance carriers for such continuation coverage under COBRA. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in In the event that either the Change in Control Severance Benefit Period exceeds the maximum continuation coverage period permissible under COBRA or such coverage is not available for any other reason, the Company shall reimburse Executive obtains new employment during any period that directly for the Employer is obligated expenses incurred by him or her or his or her dependents, if any, to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner obtain substantially similar to benefits during the benefits to be provided by Employer hereunder, Employer may permanently terminate remainder of the duplicative benefits it is obligated to provide hereunderChange in Control Severance Benefit Period.

Termination Without Cause. Upon a termination of Executive’s employment by Employer without “cause”, Executive shall be entitled to receive a payment equal to nine (9) months of his then current Base Salary (as defined below). For purposes of The Company may terminate this Agreement, Executive’s “Base Salary” Agreement at any time shall be the Executive’s annual salary most recently approved for any reason, by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the delivering a written notice to Executive, be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or (ii) in a single lump payment within effective thirty (30) days of after Executive receives such terminationnotice in accordance with the terms hereof. In additionsuch an event, Employer shallExecutive’s sole remedy shall be: (1) to collect all unpaid Base Salary, solely accrued annual bonus or incentive compensation (including any unpaid, accrued annual bonus or incentive compensation from the immediately preceding year), accrued PTO, and all unreimbursed expenses payable for all periods through the effective date of termination (the foregoing amounts shall be paid on the date of termination of Executive’s employment); plus (2) Executive shall receive, in addition to the event amounts specified above, the severance payments outlined below (the “Severance Payments”). Executive determines shall not be required to receive mitigate the amount due under this paragraph of any Severance Payments received by seeking other employment during the term of the severance period. However, should Executive obtain other employment during the term of the severance period, SG shall pay Executive, for the remaining length of the severance period, only the difference between his new salary and his Base Salary (b) as in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving effect at the time of such termination), if the new salary is less than his Base Salary. For the avoidance of doubt, the Company shall not be obligated to make any Severance Payments thereafter if the new salary is greater than his applicable Base Salary. The Severance Payments shall be calculated as follows: (a) should the termination for occur during the one-year period that immediately following the closing of the Company’s initial public offering, Executive continues shall continue to receive such periodic payments. his then-current Base Salary for a period of six (6) months; and (b) should the termination occur at any time during the Employment Period after the one-year period immediately following the closing of the Company’s initial public offering, Executive shall also continue to receive his then-current Base Salary for a period of twelve (12) months. The Severance Payment (less all applicable withholdings) will be paid in equal monthly installments over the applicable period immediately following termination of Executive’s employment, as applicable. The Company shall reimburse Executive for premiums for COBRA coverage for Executive (and to the extent he has family coverage, his family), provided that Executive elects such coverage, during the applicable period when Executive is receiving Severance Payments. Should Executive obtain other employment during such period of COBRA coverage, and Executive is provided the opportunity to obtain comparable health insurance benefits to those benefits provided by SG, then the Company shall no longer reimburse Executive for premiums for COBRA coverage for Executive (and to the extent he has family coverage, his family), from the date Executive may obtain such health insurance benefits, whether or not Executive elects such coverage. The Company shall be entitled to payments for periods or partial periods that occurred prior to discontinue the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and Severance Payments in the event that Executive violates any of the Executive obtains new employment during any period that the Employer is obligated to provide hospitalprovisions of Sections 4.9, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunder4.10 or 4.11.

Termination Without Cause. Upon a termination of Executive’s employment by Employer In the event that the Company discharges the Executive without “cause”, the Executive shall be entitled to receive a payment equal to nine the following compensation during the remainder of the Employment Period (9the length of which shall be determined under Paragraph 3d) months of his then current Base Salary (as defined below). For purposes of this Agreement, unless sooner terminated by Executive’s “Base Salary” disability or death): (i) the salary provided in Paragraph 2a), payable in accordance with the usual payroll schedule, (ii) two-thirds of the targeted incentive provided in Paragraph 2b) for each year during the Employment Period (or, on a pro rata basis, portion of a year), payable on the normal payment date(s) for such incentive, (iii) the vesting of any restricted stock awards and the immediate exercisability of any stock options which would have vested or become exercisable during the Employment Period, and (iv) continued participation in the Company’s medical plan under the same terms and conditions as an active employee, with eligibility for continuation coverage for Executive and his eligible dependents under the plan’s COBRA provisions at any time shall be the end of the Employment Period at Executive’s own expense. However, participation in the Company’s 401(k) plan, ESOP and all welfare and fringe benefit plans (other than the medical plan) will cease on the Executive’s annual salary most recently approved last day of active work, subject to any conversion rights generally available to former employees. Any amounts payable to the Executive under this Paragraph 6 shall be reduced by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive’s earnings from other employment (which the Executive shall have an affirmative duty to seek; provided, however, that the Executive shall not be paid obligated to accept a new position which is not reasonably comparable to his employment with the Company). Notwithstanding the foregoing, if the Executive is a “specified employee” for purposes of 409A, no deferred compensation (including without limitation salary continuation payments in either: accordance with clause (i) periodic paymentsabove) payable at separation from service that is not exempt from application of 409A as a short term deferral or separation pay will be paid to Executive during the 6-month period immediately following the day he ceases active work for the Company, over nine (9) months, in and any such payments otherwise due during such 6-month period shall be paid on the same manner in which the Executive’s Base Salary was paid through the time first business day following completion of such termination; or (ii) 6-month period along with simple interest at the six-month Treasury rate in a single lump payment within thirty (30) days effect at the beginning of such termination. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunder6-month period.

Termination Without Cause. Upon a termination of ExecutiveEmployee’s employment by Employer hereunder without “cause”, Executive in recognition of such termination and Employee’s agreement to be bound by the covenants contained in Sections 8, 9 and 10 hereof, Employee shall be entitled to receive a lump sum severance payment equal to nine (9) months of his then current Base Salary (as defined below). For purposes of this Agreement, Executive’s “annual Base Salary” at any time . This lump sum severance payment shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or (ii) in a single lump payment within made to Employee no later than thirty (30) days of such terminationafter the date upon which his employment with Employer shall be terminated for other than cause as provided in this subsection (c). In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, shall continue to provide the Executive Employee with the hospital, health, medical and life insurance insurance, and any other like benefits which the Executive is receiving in effect at the time of such termination, on the terms and conditions under which they were offered to Employee prior to such termination for the a period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior equal to the date remaining Term. In the event Employer, under its insurance and benefit plans then in effect, is unable to provide Employee with the benefits provided for above under the terms provided for herein, then in lieu of termination and for which providing such benefits, Employer will pay the Executive has not yet been paidamount of Employee’s premium to continue such coverage pursuant to the terms of the Comprehensive Omnibus Budget Reconciliation Act. The Executive Employee shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to if the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive Employee obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits insurance, and other benefits, in a manner substantially similar to the benefits to be provided payable by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunder. Following the cessation of the continuation of Employee’s hospital, health, and medical insurance, Employee shall be permitted to elect to extend such insurance coverage under the policies maintained by Employer in accordance with the applicable provisions of the Section 4980B of the Internal Revenue Code of 1986, as amended (“Code”), and/or applicable state law, to the extent eligible to do so under the Code and such state law.

Termination Without Cause. Upon The Company may terminate your employment without cause at any time with or without advance notice. If your employment is terminated by the Company without cause, and you sign a general release of known and unknown claims in a form satisfactory to the Company within the applicable review period which thereupon is (or, if any revocation period is required by law, following expiration of such period becomes) valid and irrevocable within 60 days of your termination, and you fully comply with your obligations under Paragraphs 7, 8, and 10, you will receive the following severance benefits: (i) payments at your final base salary rate for a period of twelve (12) months following your termination; such payments will be subject to applicable withholding and made in accordance with the Company’s normal payroll practices; provided, however, that any such payments that would have been paid in accordance with the Company’s normal payroll practices before your release becomes valid and irrevocable will accumulate and be paid only if and when both (x) your release becomes valid and irrevocable and (y) such validity and irrevocability in no event occurs more than 60 days after your termination; (ii) payment of the premiums necessary to continue your group health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) provided you have timely elected COBRA coverage until the earlier of (x) twelve (12) months following your termination date; or (y) the date you first became eligible to participate in another employer’s group health insurance plan; or (z) the date on which you are no longer eligible for COBRA coverage; (iii) the Company will pay you the prorated portion of Executive’s any incentive bonus that you would have earned, if any, during the incentive bonus period in which your employment terminates (the pro-ration shall be equal to the percentage of that bonus period that you are actually employed by Employer without “cause”the Company), Executive shall and such prorated bonus will be paid to you at the time that such incentive bonuses are paid to other Company employees, or at any earlier time required by applicable law; (iv) with respect to any stock options or other equity-related awards granted to you by the Company, you will cease vesting upon your termination date; however, you will be entitled to receive a payment equal purchase any vested shares of stock that are subject to nine those options until the earlier of (9x) twelve (12) months of his then current Base Salary following your termination date, or (y) the date on which the applicable option(s) expire(s); except as set forth in this subparagraph, your Company stock options and other equity-related awards will continue to be subject to and governed by the Company’s Stock Equity Plan (as defined below). For purposes of this Agreementamended from time to time, Executive’s the “Base Salary” at any time shall be Plan”) and the Executive’s annual salary most recently approved applicable agreements between you and the Company; and (v) reasonable outplacement assistance selected and paid for by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or (ii) in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderCompany.

Termination Without Cause. (a) The Company may remove Executive at any time without Cause from the position in which Executive is employed hereunder upon not less than 30 days' prior written notice to Executive; provided, however, that, in the event that such notice is given, Executive shall be under no obligation to render any additional services to the Company and shall be allowed to seek other employment. (b) Upon a any termination of Executive’s employment by Employer without “cause”described in Section 3.2(a) above, Executive shall be entitled to receive only the amount due to Executive under the Company's then current severance pay plan for employees, if any. No other payments or benefits shall be due under this Agreement to Executive, but Executive shall be entitled to any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company. (c) Notwithstanding the provisions of Section 3.2(b), in the event that Executive executes and does not revoke a written release substantially in the form attached as Exhibit B, and, in fact, specifically reaffirms in writing said release. Executive shall be entitled to receive, in lieu of the payment described in Section 3.2(b), subject to Executive's covenant to not compete with the activities of the Company directly or indirectly during the term of the severance the following: The form of such covenant is agreed by the parties to be set forth as in Exhibit E attached to this Agreement. (i) Executive shall receive a severance benefit equal to nine (9) months one year of his then current Base Salary (Executive's base salary as defined below). For purposes of this Agreementin effect on the termination date, Executive’s “Base Salary” at any time which shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: (i) periodic payments, substantially equal installments according to the Company's normal payroll practices over nine (9) months, in a 12-month period. Payment shall begin after the same manner in which expiration of the Executive’s Base Salary was paid through revocation period for the time of such termination; or Release. (ii) in For a single lump payment within thirty (30) days period of such 12 months following the date of termination. In addition, Employer shall, solely in the event the Executive determines shall continue to receive the amount due under this paragraph (b) medical coverage in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving effect at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior to the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed from time to time for employees generally, as if Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay Executive cash in lieu of such coverage in an amount equal to Executive's after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the Executive has not yet been paidcoverage is provided). The COBRA health care continuation coverage period under section 4980B of the Internal Revenue Code of 1986, as amended, shall run concurrently with the foregoing 12-month benefit period. (iii) Executive shall have no duty to mitigate damages receive any benefits accrued or earned in connection accordance with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment the terms of any amounts which may become due under this paragraph (b), no further amounts shall be owed to applicable benefit plans and programs of the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderCompany.

Termination Without Cause. Upon a termination of If Executive’s employment is terminated by Employer the Company at any time during the Employment Period without “cause”Cause, Executive shall be entitled to receive a Executive’s Base Salary through the date of termination as well as any accrued benefits through the date of termination which may be owing in accordance with the Company’s policies. All other Company obligations to Executive pursuant to this Agreement will become automatically terminated and completely extinguished. Upon termination without Cause, Executive will also be entitled to the following from the Company: (i) payment of an amount equal to nine (9) months of his Executive’s then current Base Salary for a period of twelve (12) months, payable in accordance with the usual payroll policies in effect at the Company as defined below). For purposes if Executive was employed at the time, commencing on the first payroll date occurring sixty (60) days from the date of this Agreement, termination; (ii) a pro rata portion of Executive’s “Base Salary” at any time Incentive Bonus, if any, for the applicable period during the fiscal year ending on the date of termination (which portion of the Incentive Bonus shall be the Executive’s annual salary most recently approved reasonably determined by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option end of the Executiveapplicable bonus period), be paid in either: (i) periodic payments, over nine (9) months, in payable at the same manner in which the time as such payment would be made during Executive’s Base Salary was paid through the time of such termination; or (ii) in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive regular employment with the hospitalCompany; and (iii) continued payment by the Company, health, medical and life insurance benefits which for a period equal to the Executive is receiving at the time lesser of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior to (A) twelve (12) months from the date of termination and (B) such time that Executive commences employment with a new employer and becomes eligible to participate in that employer’s health care benefits plan, of the group health continuation coverage premiums for which Executive and Executive’s eligible dependents under Title X of the Consolidated Budget Reconciliation Act of 1985, as amended (“COBRA”) provided that Executive has not yet been paidelects to continue and remains eligible for these benefits under COBRA. The Executive shall have no duty to mitigate damages Notwithstanding the foregoing, if the Company determines, in connection with his termination by Employer without “cause”. Howeverits sole discretion, it is understood and agreed that, upon receiving a lump sum that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended or any amounts which may become due under this paragraph statute or regulation of similar effect (bincluding but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), no further amounts shall be owed then in lieu of reimbursing the COBRA premiums, the Company, in its sole discretion, may elect to instead pay Executive on the first day of each month, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Executive and may, but is not obligated to, use such Special Severance Payment toward the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions cost of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderCOBRA premiums.

Termination Without Cause. Upon or by the Executive for Good Reason Prior to Change in Control. Prior to a Change in Control and upon 30 days prior written notice to the Executive, the Company may terminate the Executive's employment hereunder without Cause. Prior to a Change in Control and upon 30 days prior written notice to the Company the Executive may terminate his employment hereunder with the Company for Good Reason. In either such event (unless the Executive has incurred a termination under Section 6.1 or 6.2 above), the Executive shall be entitled to, upon execution and effectiveness of a general release in substantially the form attached as exhibit "A" and upon resignation by the Executive from the Board: (a) (i) Base Salary earned but unpaid as of the date of the Executive’s 's termination, (ii) Base Salary continuation for twenty-four months, and (iii) payment of two times the Total Award under the AIMSPP for the year in which any termination occurs paid in 24 substantially equal payments over the Base Salary continuation period; (b) continuation of medical benefits in effect as of the date of termination for a period of two years following the date of termination at the Company's sole expense and following the expiration of this coverage period, COBRA continuation coverage under the Company's medical plan for 18 months in accordance with applicable law at the Executive's sole expense provided that the Executive is not enrolled in another group health plan; (c) immediate payment of any unpaid expense reimbursements, deferred compensation and unused accrued vacation days through the date of termination; and (d) any other payments and/or benefits which the Executive is entitled to receive under any of the Benefit Plans, the AIMSPP, the SERP or otherwise in accordance with the terms of such plan or agreement. In the event the Executive intends to terminate his employment by Employer without “cause”with the Company for Good Reason such prior written notice shall specify the particular act or acts, or failure to act, which is or are the basis for the Executive's decision to so terminate his employment for Good Reason. The Company shall be given 30 days after such notice to correct such act or failure to act. Upon failure of the Company, with such 30 day period, to correct such act or failure to act, the Executive may proceed to terminate his employment with the Company. In the event that a Change in Control occurs within six months following the Executive's termination of employment under this Section 6.3, the Executive shall be entitled to receive a payment equal the additional payments and benefits to nine (9) months of his then current Base Salary (as defined below). For purposes of this Agreement, Executive’s “Base Salary” at any time shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or (ii) in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also he would be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages had his employment terminated following a Change in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due Control under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderSection 6.4 below.

Termination Without Cause. Upon a termination of In the event the Executive’s employment by Employer without “cause”, Executive shall be entitled to receive a payment equal to nine (9) months of his then current Base Salary (as defined below). For purposes of this Agreement, Executive’s “Base Salary” at any time shall be the Executive’s annual salary most recently approved is terminated by the Board of Directors of Employer Company other than for Cause upon or any committee thereof. Such amount shallprior to the Expiration Date, at and Section 8(a) does not apply, the option of Company shall pay or provide to the Executive, be paid in either: Executive (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such terminationAccrued Amounts; or and (ii) subject to Section 9: (A) subject to Section 25(b), continued payments of Base Salary for 12 months following the date of termination (the “Severance Payment”) paid in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in accordance with the event Company’s normal payroll policies as if the Executive determines were an employee (but off employee payroll); provided, that unless subject to receive further delay as set forth in Section 25(b), the amount due under this paragraph first payment of the Severance Payment will made on the sixtieth (b60th) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior to day after the date of termination and will include payment of any amounts that would otherwise be due prior thereto; and (B) the Pro Rata Bonus. (C) subject to Section 25(b) hereof, if the Executive timely elects COBRA Coverage under the Health Plans, the Company shall pay to the Executive monthly an amount equal to the difference of the Executive’s premium costs for such COBRA Coverage for the Executive and the Executive’s dependents minus the active employee rate under the Health Plans (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars) being paid by the Executive at the time of termination of employment, if any, until the earliest of (I) eighteen (18) months from the date of termination, (II) the Executive becoming eligible for medical benefits from a subsequent employer, or (III) the Executive and the Executive’s dependents otherwise ceasing to be eligible for COBRA Coverage (the “Termination COBRA Payments”); provided, that unless subject to further delay as set forth in Section 25(b), the first payment of the Termination COBRA Payments will made on the sixtieth (60th) day after the date of termination and will include payment of any amounts that would otherwise be due prior thereto. Following any such termination all equity awards granted to the Executive shall be governed in accordance with the terms of the applicable grant agreements. Payments and benefits provided in this Section 7(d) shall be in lieu of any termination or severance payments or benefits for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. Howevermay be eligible under any of the plans, it is understood and agreed that, upon receiving a lump sum payment policies or programs of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderCompany.

Termination Without Cause. Upon a termination of ExecutiveAt any time Company shall have the right to terminate this Agreement and Employee’s employment hereunder by Employer written notice to Employee. Upon any termination without “cause”Cause pursuant to this Section 4.4, Executive Company (a) shall be entitled to receive a payment equal to nine (9) months pay Employee any unpaid amounts of his then current Base Total Salary (as defined below). For purposes accrued prior to the date of this Agreementtermination, Executive’s “Base Salary” at any time shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or (ii) in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) shall reimburse Employee for all expenses described in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time Section 3.1 of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred this Agreement incurred prior to the date of termination and (c) shall pay Employee an amount (“Severance Payments”) equal to his Total Salary for which a period of twelve (12) months, paid ratably over such twelve (12) month period or in a lump sum, as determined by the Executive Board, subject to all appropriate withholdings and deductions, provided, however, that no Severance Payments shall be paid until Employee has signed and delivered a release agreement satisfactory to Company and not yet been paidrevoked it during any applicable statutory revocation period. The Executive shall have no duty Employee will forfeit the right to mitigate damages in connection with his termination by Employer without “cause”. However, any Severance Payments under this Section 4.4 unless such release is signed and not subsequently revoked within ninety (90) days after it is understood provided to Employee by Company. Employee shall receive the Additional Benefits for so long as Severance Payments are being made to Employee (the “Severance Benefits”) Upon making the Severance Payments and agreed thatproviding the Severance Benefits, upon receiving a lump sum payment of any amounts which may become due under if any, required by this paragraph (b)Section 4.4, no further amounts shall be owed to the Executive and the Employer Company shall have no further obligation liability to provide Employee other than any further benefits amounts duly payable pursuant to any 401K plan, employee benefit plan, life insurance policy or other plan, program or policy then maintained or provided by Company to Employee pursuant to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderterms thereof.

Termination Without Cause. Upon a termination of The Company may terminate Executive’s employment by Employer at any time without “cause”, Executive shall be entitled to receive a payment equal to nine (9) months of his then current Base Salary Cause (as defined below). For purposes If Executive’s employment by the Company is terminated by the Company without Cause, Executive will be entitled to: 5.1.1. payment of this Agreementall accrued and unpaid base salary through the date of such termination; 5.1.2. provided the Release under Section 5.2 has been executed and become effective and enforceable in accordance with its terms following expiration of the applicable revocation period and Executive complies with the Restrictive Covenants (as set forth in Section 6), monthly severance payments equal to one-twelfth of Executive’s base salary as of the date of such termination for a period equal to twelve (12) months (the “Severance Period”). The first such payment will be made on the sixtieth (60th) day following Executive’s “Base Salaryseparation from service” at any time shall (as such term is defined under Internal Revenue Code Section 409A (“Code Section 409A”) and the Treasury Regulations thereunder and the remaining payments will be made in accordance with the Company’s normal payroll schedule for salaried employees; and 5.1.3. provided the Release under Section 5.2 has been executed and become effective and enforceable in accordance with its terms following expiration of the applicable revocation period and Executive complies with the Restrictive Covenants (as set forth in Section 6), the Company will reimburse Executive for the cost he incurs for continuation of Executive’s annual salary most recently approved by health insurance coverage under COBRA (and for his or her family members if Executive provided for their coverage during his or her employment) during the Board of Directors of Employer or any committee thereofSeverance Period and in accord with the NSP plan applicable to NSP employees currently in effect. Such amount Executive shall, at the option of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or (ii) in a single lump payment within thirty (30) days after each monthly COBRA payment during the Severance Period for which he is entitled to reimbursement in accordance with the foregoing, submit appropriate evidence of such terminationpayment to the Company, and the Company shall reimburse Executive, within ten business days following receipt of such submission. During the period such health care coverage remains in effect hereunder, the following provisions shall govern the arrangement: (i) the amount of the COBRA costs eligible for reimbursement in any one (1) calendar year of coverage will not affect the amount of such costs eligible for reimbursement in any other calendar year for which such reimbursement is to be provided hereunder; (ii) no COBRA costs will be reimbursed after the close of the calendar year following the calendar year in which those costs were incurred; and (iii) Executive’s right to the reimbursement of such costs cannot be liquidated or exchanged for any other benefit. In addition, Employer shall, solely in the event the Company’s reimbursement of the reimbursable portion of any COBRA payment hereunder results in Executive’s recognition of taxable income (whether for federal, state or local income tax purposes), the Company will report such taxable income as taxable W-2 wages and collect the applicable withholding taxes, and Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination will be responsible for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and additional income tax liability resulting from such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereundercoverage.

Termination Without Cause. Upon a termination of (i) The Company may terminate Executive’s employment by Employer with the Company at any time without “cause”, Executive shall be entitled to receive a payment equal to nine (9) months of his then current Base Salary Cause (as defined below). For purposes . (ii) In the event Executive’s employment with the Company is terminated by the Company without Cause, then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and Executive remains in compliance with the terms of this Agreement, the Company shall provide Executive with the following Severance Benefits: (a) The Company shall pay Executive, as severance, one (1) year of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Base Salary” at any time Severance”). The Severance will be paid in equal installments on the Company’s regular payroll schedule over the one (1) year period following Executive’s Separation from Service; provided, however, that no payments will be made prior to the 60th day following Executive’s Separation from Service. On the 60th day following Executive’s Separation from Service, the Company will pay Executive in a lump sum the Severance that Executive would have received on or prior to such date under the original schedule but for the delay while waiting for the 60th day in compliance with Internal Revenue Code Section 409A and the effectiveness of the Separation Agreement referenced in Section 4 below, with the balance of the Severance being paid as originally scheduled. (b) Provided Executive timely elects continued coverage under COBRA, the Company shall be pay the COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on the Executive’s annual salary most recently approved by Separation from Service and ending on the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in eitherearliest to occur of: (i) periodic payments, over nine (9) months, in the same manner in which the one year following Executive’s Base Salary was paid Separation from Service; (ii) the date Executive becomes eligible for group health insurance coverage through the time of such terminationa new employer; or (iiiii) in a single lump payment within thirty (30) days the date Executive ceases to be eligible for COBRA continuation coverage for any reason. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such terminationevent. In additionNotwithstanding the foregoing, Employer shallif the Company determines, solely in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA Premiums for that month, subject to applicable tax withholdings, for the remainder of the COBRA Premium Period, which Executive may, but is not obligated to, use toward the cost of COBRA Premiums. (c) The vesting of Executive’s Option and any other options then held by Executive shall be accelerated such that the shares subject thereto that would have vested in the event one (1) year period following Executive’s Separation from Service had Executive’s employment not been terminated shall be deemed vested and exercisable as of Executive’s last day of employment (the Executive determines “Accelerated Vesting”); provided, however, that if the termination without Cause occurs either three (3) months prior to receive or within one (1) year after the amount due under this paragraph effective date of a Change in Control (b) in periodic paymentsas defined below), continue then 100% of the shares subject to provide the Executive with the hospital, health, medical Option and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. any other options then held by Executive shall also be entitled to payments for periods or partial periods that occurred prior to the date deemed vested and exercisable as of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment Executive’s last day of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderemployment.

Termination Without Cause. Upon a The Corporation may terminate this Agreement and the employment of the Executive at any time, by providing 45 days’ prior notice of termination (the “Notice of Termination”). Should the Executive’s employment by Employer without “cause”with the Corporation be terminated for any reason whatsoever other than For Cause or as a result of an effective change of control of the Corporation and other than upon the Executive’s death, retirement at normal retirement age or should the Executive shall terminate his employment for Good Reason (as defined hereinafter), the Executive will be entitled to receive a payment the following severance benefits: • An amount equal to nine three (93) months of his then current the Annual Base Salary payable plus one (as defined below1) month of annual base salary for each completed full year of active employment, all subject to a total maximum of twelve (12) months of annual base salary in total (the “Severance Benefits”). For purposes The Executive understands and agrees that any performance, bonus or merit reviews that may be pending, in process, or “past due” will not be taken into account or included in the severance pay. The Executive also agrees that in order to receive the Severance Benefits payment, he must sign a separation and release and discharge agreement within twenty (20) days of this Agreementbeing notified of the termination, Executive’s “Base Salary” at any time indemnifying and holding the Corporation, its parent Company, and affiliates, directors, officers and others harmless If the termination without cause follows an effective change of control of the Corporation, then the Severance Benefits shall be payable in accordance with the Corporation’s pay policy over the severance period unless the Corporation is notified by the Executive in writing within two (2) weeks of such termination that he elects that his Severance Benefits be payable as a lump sum payment, or a set of lump sum payments over a specified period of time, in which case this lump sum payment or payments shall be payable within 10 days after such notification. If this termination without cause does not follow an effective change of control of the Corporation, then the Severance Benefits shall be payable in accordance with the Corporation’s pay policy over the severance period. For greater certainty, and notwithstanding any other provision in this agreement, the parties agree that if the Executive’s annual salary most recently approved by position is restructured or changed for another senior management position within the Board of Directors of Employer or any committee thereof. Such amount shallCorporation, at the option of the Executivewith equivalent base salary, bonus and all benefits, this shall not be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or (ii) in interpreted as a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event constructive dismissal and the Executive determines shall not have the right to receive seek the amount due under application of this paragraph (b) in periodic paymentssection 10.2, continue to provide but the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in section shall continue to apply for the event benefit of the Executive obtains new employment during any period that after this change of position within the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderCorporation.

Termination Without Cause. Employer shall have the right to terminate the Employee without "cause" at any time. Upon such a termination prior to or upon the first anniversary of the Effective Date, Employee shall not be entitled to any benefits hereunder. Upon a termination of Executive’s Employee's employment by Employer hereunder without “"cause”" on any date that is subsequent to the first anniversary of the Effective Date, Executive Employee shall be entitled to receive a lump sum severance payment equal to nine the sum of one (91) months of times (i) his then current annual Base Salary (as defined belowspecifically excluding the value of any 401(k) or other retirement plan matching contribution from Employer, even if recognized in payroll or deemed compensation to Employee). For purposes of this Agreement, Executive’s “Base Salary” at any time shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or (ii) in a single lump the highest cash bonus payment within thirty paid to Employee over the past three years, (30iii) days the highest full grant date value of such terminationany equity award granted over the past three years, and (iv) the annual total automobile allowance paid to Employee under Section 4(a) hereof. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, shall continue to provide the Executive Employee with the hospital, health, medical and life insurance insurance, and any other like benefits which the Executive is receiving in effect at the time of such termination, on the terms and conditions under which they were offered to Employee prior to such termination for a period of twelve (12) months. In the period that event Employer, under its insurance and benefit plans then in effect, is unable to provide Employee with the Executive continues benefits provided for above under the terms provided for herein, then in lieu of providing such benefits, Employer will pay the amount of Employee’s premium to receive continue such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior coverage pursuant to the date terms of termination and for which the Executive has not yet been paidComprehensive Omnibus Budget Reconciliation Act. The Executive Employee shall have no duty to mitigate damages in connection with his termination by Employer without “"cause”". However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to if the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive Employee obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits insurance, and other benefits, in a manner substantially similar to the benefits to be provided payable by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunder. Following the cessation of the continuation of Employee’s hospital, health, and medical insurance, Employee shall be permitted to elect to extend such insurance coverage under the policies maintained by Employer in accordance with the applicable provisions of the Section 4980B of the Internal Revenue Code of 1986, as amended (“Code”), and/or applicable state law, to the extent eligible to do so under the Code and such state law.

Termination Without Cause. Upon The Board may, for any reason, without cause or a termination conference/hearing, terminate this Agreement upon the provision of Executive’s employment by Employer without “cause”thirty (30) days written notice. In consideration for the exercise of this right, Executive the District shall be entitled to receive a payment equal to nine pay the Superintendent the remainder of any salary due under this Agreement or twelve (912) months of his then current Base Salary (as defined below)months’ salary, whichever is less. For purposes of this Agreement, Executivethe term “salary” shall include only the Superintendent’s “Base Salary” at regular monthly base salary and shall not include the value of any time other stipends, reimbursements or benefits received under this Agreement. Payments made pursuant to this termination without cause provision may be subject to applicable payroll deductions and treated as compensation for state and federal tax purposes. However, payments made pursuant to this early termination provision shall not constitute creditable service or creditable compensation for retirement purposes. Payments made under this provision shall be considered as final settlement pay and no payments or deductions shall be made for retirement purposes. If the Executive’s annual salary most recently approved by the Board Superintendent is released under this section, he shall be entitled to District- paid health benefits, as those benefits may change from time-to-time, until expiration of Directors this Agreement, but for a period of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: no longer than eighteen (i) periodic payments, over nine (918) months, or until the Superintendent obtains other employment with health benefits or obtains health benefits from another source, whichever occurs first. The parties agree that any damages to the Superintendent that may result from the Board’s early termination of this Agreement cannot be readily ascertained. Accordingly, the parties agree that the payments made pursuant to this termination without cause provision, along with the District’s agreement to provide health benefits, constitutes reasonable liquidated damages for the Superintendent, fully compensates the Superintendent for all tort, contract and other damages of any nature whatsoever, whether in the same manner in which the Executive’s Base Salary was paid through the time of such termination; law or (ii) equity, and does not result in a single lump payment within thirty (30) days penalty. The parties agree that the District’s completion of such termination. In addition, Employer shall, solely in the event the Executive determines to receive the amount due its obligations under this paragraph (b) in periodic payments, continue to provide provision constitutes the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods Superintendent’s sole legal or partial periods that occurred prior other remedy to the date of termination and for which fullest extent provided by law. Finally, the Executive has not yet been paidparties agree that this provision meets the requirements governing maximum cash settlements as set forth in Government Code sections 53260 et seq. The Executive shall have no duty provisions of Government Code section 53260 et seq. are incorporated into this Agreement by this reference. Pursuant to mitigate damages in connection with his Government Code section 53243.2, any funds received by the Superintendent from the District as a cash settlement resulting from the termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts Agreement or successor agreements shall be owed fully reimbursed to the Executive and District if the Employer shall have no further obligation to provide any further benefits to Superintendent is convicted of a crime involving the Executive. It is also understood and agreed that, notwithstanding any provisions abuse of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderhis office or position.

Termination Without Cause. Upon In the event of termination of employment pursuant to Section 6.1(iv) (Termination without Cause), (a) Executive shall be entitled to receive the Accrued Benefits; (b) conditioned upon and subject to the Executive’s compliance with the restrictive covenants under Article 8 and the Executive executing and delivering a termination valid general release (that is no longer subject to revocation under applicable law) in a form consistent with the Company’s standard form of general release for departing executives in the form of Exhibit A attached hereto (“General Release”) (which shall be provided by the Company to the Executive no later than 10 days after the date of Executive’s employment by Employer without “cause”termination of employment) within 52 days following the date of Executive’s termination of employment, Executive shall be entitled to receive a payment severance compensation in an amount equal to nine (9) months 100% of Base Salary, payable in equal monthly installments over the twelve-month period following the effective date of his then current Base Salary termination, in accordance with the Company’s usual executive salary payment practice and subject to all withholding obligations; and (c) Executive and his eligible dependants shall continue to be eligible to participate in all of the Company’s group health plans on the same terms and conditions as defined below). For purposes active employees of this Agreement, Executive’s “Base Salary” at any time the Company until the earlier of (A) the expiration of the 12-month period following the effective date of his termination or (B) the date Executive is or becomes eligible for comparable coverage under health plans of another employer; provided that the foregoing continuation coverage shall be contingent on Executive electing to receive COBRA continuation coverage and making premium payments equal to those premiums payable by other active senior executives during the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in relevant period on the same manner in which basis as if Executive had continued his employment and any excess premium cost applicable for such coverage if it had been purchased by Executive for the Executive’s Base Salary was paid through applicable COBRA premium shall be imputed income to Executive for the time appropriate periods of provision of such termination; or (ii) in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereundercoverage.

Termination Without Cause. At any time, the Company shall have the right to terminate the Term of Employment by written notice to the Executive. Upon any termination pursuant to this Section 5.2, or upon any termination pursuant to Section 5.3, Section 5.4 or Section 5.6 (that is not a termination under any of Executive’s employment by Employer without “cause”Sections 5.1 or 5.5), Executive subject to the terms of Section 5.11 below, the Company shall be entitled to receive a payment equal to nine (9) months of his then current Base Salary (as defined below). For purposes of this Agreement, Executive’s “Base Salary” at any time shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: (i) periodic paymentspay to the Executive any Accrued Obligations, over nine (9ii) months, in the same manner in which continue to pay the Executive’s Base Salary was paid through for the time period equal to the remainder of such termination; or the Initial Term, if any, and (iiiii) in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospitalbenefits he/she was receiving under Section 4.2 hereof (collectively, healththe “Benefits” and, medical each, a “Benefit”) through the end of the Initial Term in the manner and life insurance benefits which at such times as the Benefits otherwise would have been payable or provided to the Executive (such payments and Benefits provided by clauses (ii) and (iii), the “Severance Benefits”). For purposes of continuation of Benefits provided by clause (iii) of the preceding sentence, if a Benefit may be continued only by Executive electing continuation thereof under COBRA (including for purposes of this Section any analogous state law), then to receive the benefits of this Section 5.2 with respect to such Benefit, Executive must to elect continuation of such Benefit under COBRA. If Executive makes such election, the Company will pay or reimburse Executive for the portion of the COBRA premium that is receiving at equal to the insurance premium the Company would pay if Executive was then an active employee of the Company. In the event that the Company is unable to provide the Executive with any Benefit required hereunder by reason of the termination of the Executive’s employment pursuant to this Section 5.2 (which shall include any Benefit that may be continued under COBRA for the time period after COBRA coverage would expire), then the Company shall make a cash payment, within thirty days of Executive’s termination, equal to the cost to the Company of such termination Benefit that otherwise would have accrued for the Executive’s benefit under the applicable benefit plan, for the period during which such Benefit could not be provided under the plan. The Company’s good faith determination of the amount that would have been contributed or the Executive continues to receive such periodic paymentsvalue of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. Executive shall also be entitled to payments for periods or partial periods that occurred prior For this purpose, the Company may use as the value of any Benefit the cost to the date Company of termination and for which providing that Benefit to the Executive. Further, if Executive has not yet been paidis terminated without cause under this Section 5.2, then the Executive’s Equity Awards, if any, shall immediately vest notwithstanding any other provisions of such Equity Award Agreements to the contrary. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer Company shall have no further obligation liability hereunder. For all purposes under this Agreement, the failure of the Parties to provide any further benefits renew this Agreement following the expiration of the Term shall be treated as if the Company terminated this Agreement pursuant to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderSection 5.2.

Termination Without Cause. Upon a (a) If Executive’s employment is terminated by the Company prior to the end of the Term for any reason other than Cause or the death or disability of Executive: (i) the Company shall pay Executive amounts (including salary, bonuses, expense reimbursement, etc.) due and payable as of the date of termination and shall pay Executive an amount equal to the present value of Executive’s employment then base salary for a period equal to the Severance Period (as defined below), payable in a lump sum within two weeks of Executive’s termination using a discount rate of 6 percent per year; (ii) in the sole and absolute discretion of the Board of Directors, the Company may elect to pay Executive a prorated amount of the bonus that Executive would have been entitled to receive under Section 3.2 for the year in which he was terminated (which, if determined to be paid by Employer without “cause”the Board, shall be payable as and when the bonus is paid to other similarly situated officers); (iii) Executive shall be entitled to receive a payment equal medical benefits coverage in accordance with the Company’s policies in effect from time to nine (9) time through the period ending 12 months after the date of his then current Base Salary (as defined below). For purposes the termination of this Agreement, Executive’s “Base Salary” at any time employment pursuant to Section 4.4(a); (iv) Executive shall be entitled to have transferred to him any Company paid disability policy on the Executive for Executive’s annual salary most recently approved benefit (if the policy so permits), and Executive shall assume responsibility for payment of premiums on such disability policy; and (v) Executive shall be entitled to have transferred to him any Company paid life insurance policies on the Executive for Executive’s benefit (if the policies so permit) upon payment by the Board Executive to the Company of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time cash surrender value of such termination; or (ii) in a single lump policies, and Executive shall assume responsibility for payment within thirty (30) days of premiums on such termination. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph life insurance policies. (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination Except for the period that provisions of this Section 4.4, the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer Company shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunder.

Termination Without Cause. Upon (a) At any time Employer shall have the right to terminate the Term and the Executive's employment hereunder by written notice to the Executive. Any demotion resulting in a material adverse change in the duties, responsibilities or role, or reporting relationships of the Employee or movement of the Company's offices (as set forth in the first paragraph of this Agreement) in excess of seventy-five (75) miles shall be treated as a termination without cause of the Executive’s employment . If the Executive is a licensed professional, e.g., Certified Public Accountant or attorney-at-law, then any situation where the Executive is asked to take, certify or sanction any course of action which such licensed professional Executive is prohibited from doing by his/her profession's rules, regulations, or code of ethics and such action or refusal to take such action in any way leads to the Executive's termination or resignation, then such termination shall be treated as a Termination Without Cause or Termination for Good Reason as defined herein. Upon any termination pursuant to this Section 9 (that is not a termination under any of Sections 7, 8, or 10), Employer shall continue to pay (through Employer's regularly scheduled payroll) to the Executive (A) the Annual Base Salary at the date of termination for the one (1) year and (B) pay (within forty-five (45) days of the last day of employment) any earned Performance Bonus prorated as of the date of termination. Employer shall also continue to pay the premiums for the same or substantially similar Welfare Benefits and the Executive shall be entitled to the other benefits set forth in Section 5(b), (d) and (e) for the remainder of the Term. In the event such entitlement is not allowed by law, the Executive shall be entitled to the cash equivalent of that benefit. (b) The Options and any previously granted or subsequently granted stock options shall immediately vest upon a Termination without Cause and shall be exerciseable and may be sold by Executive subject to no restrictions by Employer without “cause”(other than those imposed by the Employer's then current xxxxxxx xxxxxxx policy or by federal and state securities laws). (c) The Employer shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 5(a)). The Executive shall be entitled to receive a payment equal to nine (9) months all severance payments and benefits hereunder regardless of his then current Base Salary (as defined below). For purposes of this Agreement, Executive’s “Base Salary” at any time shall be future employment undertaken by the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or (ii) in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunder.

Termination Without Cause. Upon a termination of Executive’s 's employment by Employer without “"cause”, ," Executive shall be entitled to receive a payment equal to nine twelve (912) months of his Executive’s then current Base Salary (as defined below). For purposes of this Agreement, Executive’s “'s "Base Salary” " at any time shall be the Executive’s 's annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, payment shall be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or (ii) made to Executive in a single lump sum payment within thirty (30) days of such terminationto be made in accordance with Section 17 hereof. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, shall continue to provide the Executive with the hospital, health, medical and life insurance {41057016:1} ​ benefits which the Executive is receiving at the time of such termination for the a period that the Executive continues to receive of twelve (12) months after such periodic paymentstermination. Executive shall also be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “"cause”. ." However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive, except as expressly set forth herein. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunder.

Termination Without Cause. 5.2.1 The employment of the Executive may be terminated by the Corporation without cause, within six months following the date of this Agreement, upon providing the Executive with the following: (a) Pay in lieu of notice in an amount equal to twelve (12) months base salary, subject to applicable statutory deductions, payable as a salary continuance. For the purpose of this subsection 5.2.1(a) only, the base salary will be the base salary that was being earned by the Executive immediately prior to his entering into this Agreement (CDN $157,500). If the Executive finds full time alternative employment or commences work as an independent contractor during the twelve month period set out in this subsection 5.2.1(a), then he shall advise the Corporation immediately. Effective as of and from such date of commencement of alternative employment or commencement of work as an independent contractor, his salary continuance shall cease and he will instead be entitled to a lump sum payment equal to 50% of the balance of the aforementioned payment; and (b) Benefits continuance (to the extent permitted by the Corporation’s insurance carrier) or payment to the Executive by the Corporation of an amount equal to that which would otherwise be required to be paid by the Corporation on behalf of the Executive’s Benefits coverage during the twelve month period set out in subsection 5.2.1(a) for which the Executive receives pay in lieu of notice or to the date he receives the 50% lump sum payment, whichever is applicable. 5.2.2 At any time following six months after the date of this Agreement, the employment of the Executive may be terminated by the Corporation, without cause, upon providing the Executive with the following: (a) Pay in lieu of notice in a lump sum amount equal to six (6) months’ Base Salary plus any eligible bonus as referenced in the Incentive Plan, subject to statutory deductions, (the “Notice”) which amount is in satisfaction of all entitlement to statutory or common law notice or pay in lieu of notice and applicable statutory severance. In the event that the Executive’s entitlement to statutory notice or pay in lieu of notice (the “Statutory Notice”) and applicable statutory severance (the “Severance”) pursuant to the Employment Standards Act, 2000 (Ontario), as amended from time to time, is greater than the Notice, the Executive will instead be entitled to receive Statutory Notice and Severance only; and (b) Benefits continuance, to the extent permitted by the Corporations’ insurance carrier(s), during the period of the Notice or Statutory Notice, as the case may be. Notwithstanding the foregoing, to the extent that the Corporation, acting reasonably, is unable to continue a particular Benefit (which, for instance, it expects to be the case with respect to long-term disability insurance, accidental death and dismemberment insurance, and life insurance, if any), the Corporation will provide Benefits continuance during the period of Statutory Notice only. 5.2.3 Upon a without cause termination of Executive’s employment by Employer without “cause”pursuant to either subsection 5.2.1 or subsection 5.2.2, notwithstanding the terms of the Plan: (i) the Executive shall be entitled to receive a payment equal to nine an additional eighteen (918) months of his forwarding vesting with respect to any options then current Base Salary (as defined below). For purposes of this Agreementoutstanding, Executive’s “Base Salary” at any time shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or and (ii) the applicable post-service exercise period set forth in a single lump payment within thirty (30) days Section 16 of such termination. In addition, Employer shall, solely in the event Plan shall not apply and the Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior to exercise any such options until they would otherwise expire in accordance with the date terms of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages period designated by the Plan Administrator in connection accordance with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment Section 6(a) of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderPlan.

Termination Without Cause. Upon a Notwithstanding anything to the contrary contained in this Agreement, this Agreement may be terminated at any time by either party without cause, effective thirty (30) days after written notice of termination is given to the other party. In the event Executive elects to terminate this Agreement without cause pursuant to this paragraph, Executive shall not be entitled to any salary, benefits or other compensation of any kind under this Agreement, except for such compensation as may be due and payable through and including the effective date of termination or as may be required by this Agreement or applicable law. In the event the Bank terminates this Agreement without cause, the Bank shall pay to Executive an amount equal to the Severance Payment (as defined in Section 6.2 hereof), which aggregate amount shall be payable in equal monthly installments during the succeeding twenty-four (24) month period beginning on the date of termination. Such Severance Payment shall be subject to applicable withholding taxes and other normal payroll deductions. Any health insurance benefits provided by the Bank to Executive at the time of Executive’s employment termination without cause under this section shall be continued for twenty-four (24) months on the same terms as when the Executive was employed by Employer without “cause”Bank, and thereafter, Executive shall have the right to continue health insurance benefits in effect at the time of Executive’s termination, at Executive’s expense, to the extent permitted by applicable law. Notwithstanding anything in this section to the contrary, upon termination the Executive shall be entitled to receive payment of unreimbursed business expenses incurred prior to termination, accrued but unpaid vacation, incentive bonus earned prior to termination, and such health, retirement and other benefits that may be available following termination but only to the extent provided by the Bank’s benefit plans and policies (including the SERP), this Agreement, or as required by law. After notice of termination is given, whether by the Bank or Executive, the Bank may require Executive to cease performing services for the Bank and may prohibit Executive from coming onto the Bank’s premises through the effective date of termination, provided that the Bank nonetheless compensates Executive through the effective date of termination. All references in this Section 6.3 to a payment equal termination of employment shall mean shall mean a cessation or reduction in the Executive’s services for the Bank (and any other affiliated entities that are deemed to nine (9) months of his then current Base Salary (constitute a “service recipient” as defined belowin Treasury Regulation §1.409A-1(h)(3)) that constitutes a “separation from service” as defined in Section 409A of the Code and the regulations thereunder, taking into account all of the facts, circumstances, rules and presumptions set forth in Treasury Regulation §1.409A-1(h). With respect to amounts payable to the Executive under this Section 6.3 that exceed what may then be paid to him under a separation pay plan (pursuant to Treasury Regulation Section 1.409A-1(b)(9) (the “Excess Amount”), then (1) the Excess Amount, if any, shall be treated as deferred compensation for purposes of Section 409A, and (2) if the Executive is a “specified employee” within the meaning of Section 409A, then any Excess Amounts payable before the 185th day following the date of the Executive’s separation from service shall not be paid until that 185th day. For purposes of subparagraph (2), Excess Amounts shall be treated as paid after amounts payable under this Section 6.3 that are not considered Excess Amounts, as permitted under Section 409A. No severance or other benefits shall be provided to Executive under this Section 6.3 if severance payments or benefits are provided under Section 6.2 of this Agreement, Executive’s “Base Salary” at any time shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or (ii) in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunder.

Termination Without Cause. Upon If Employer shall discharge Executive without Cause (other than pursuant to a Change in Control as described in Section 6), then upon such Termination of Employment, this Agreement shall terminate immediately (except for such provisions of this Agreement that expressly survive termination of hereof) and Executive shall be entitled to receive the Accrued Amounts. In addition, conditioned upon Executive’s employment execution and delivery to Employer of a release, in a form provided at the time of termination by Employer without “cause”Employer, within forty-five (45) days following such Termination of Employment, Executive shall be entitled to receive receive: (A) a payment cash amount equal to nine one (91) months times the sum of his then current Base Salary (as defined below). For purposes 1) the annual base salary rate of this AgreementExecutive immediately prior to the effective date of such Termination of Employment, Executive’s “Base Salary” at any time shall be and (2) an amount equal to the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option Incentive Bonus paid to Executive in respect of the Executivecalendar year immediately preceding the year of the Termination of Employment, be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or (ii) payable in a single lump lump-sum payment within thirty sixty (3060) days of the effective date of such termination. In additionTermination of Employment; and (B) provided Executive elects continuation of coverage under Employer’s group health plan pursuant to COBRA, Employer shall, solely in the event the shall reimburse Executive determines to receive the amount due under this paragraph for his COBRA premiums for a period of twelve (b12) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior to months following the date of termination and such Termination of Employment, or until Executive is otherwise eligible for which health coverage under another employer group health plan. To the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due extent the benefits provided under this paragraph Section 5(a)(ii) are otherwise taxable to Executive, such benefits, for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (bthe “Code”), no further amounts and the regulations and other guidance issued thereunder (“Section 409A”), shall be owed provided as separate monthly in-kind payments of those benefits, and to the Executive extent those benefits are subject to and not otherwise excepted from Section 409A of the Employer Code, the provision of the in-kind benefits during one calendar year shall have no further obligation to provide any further benefits to not affect the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the in-kind benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderin any other calendar year.

Termination Without Cause. The Executive understands and agrees that the Corporation may at any time terminate the employment of the Executive without cause. If the Executive is terminated without cause, the Corporation must provide notice in writing to the Executive. Upon such termination, the Executive shall be entitled to receive from the Corporation: (i) a lump sum equal to $125,000.00 (the “Lump Sum Termination Payment”) (ii) his unpaid salary up to the termination date and any outstanding vacation pay calculated as of the date of termination, (iii) the pro-rata portion of the bonus earned by him during the fiscal year, (iv) all expenses properly incurred but not reimbursed at the time of termination, (iv) any amounts owing to him under any employee benefit plans in accordance with the terms of such plans and based on service up to the date of termination and an amount equal to the cost of the Executive’s employment benefits referred to in Section 4.2 for the severance period, being the period (if any) from the date of termination to the date of expiration of this Agreement, and (v) any amounts owing to him under the stock option plans in accordance with the terms of the Stock Option Agreement attached hereto as Schedule “A”. The Corporation agrees that no amounts earned by Employer the Executive following the date of termination by way of mitigation will be deducted from or set off against any amounts or benefits to be paid or provided to the Executive as outlined in this Section 5.6. 5.6.1 Notwithstanding anything to the contrary contained herein, the Lump Sum Termination Payment shall not be payable to the Executive in the event that the Executive is terminated without cause during the time period from November 12, 2008 through September 11,2009 (the “Reduced Lump Sum Period”). If the Executive is terminated during the Reduced Lump Sum Period without cause”, the Executive shall be entitled to receive a payment lump sum equal to nine (9) months the balance of his then current Base Salary (as defined below). For purposes that would have been payable to him for the balance of the term of this Agreement, Executive’s “Base Salary” at any time shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or (ii) in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunder.

Termination Without Cause. Upon a The Corporation may terminate this Agreement and the employment of the Executive at any time, by providing 45 days’ prior notice of termination (the “Notice of Termination”). Should the Executive’s employment by Employer without “cause”with the Corporation be terminated for any reason whatsoever other than For Cause or as a result of an effective change of control of the Corporation and other than upon the Executive’s death, retirement at normal retirement age or should the Executive shall terminate his employment for Good Reason (as defined hereinafter), the Executive will be entitled to receive a payment the following severance benefits: • An amount equal to nine three (93) months of his then current the Annual Base Salary payable plus one (as defined below1) month of annual base salary for each completed full year of active employment, all subject to a total maximum of twelve (12) months of annual base salary in total (the “Severance Benefits”). For purposes The Executive understands and agrees that any performance, bonus or merit reviews that may be pending, in process, or “past due” will not be taken into account or included in the severance pay. The Executive also agrees that in order to receive the Severance Benefits payment, he must sign a separation and release and discharge agreement within twenty (20) days of this Agreementbeing notified of the termination, Executive’s “Base Salary” at any time indemnifying and holding the Corporation, its parent Company, and affiliates, directors, officers and others harmless; and If the termination without cause follows an effective change of control of the Corporation, then the Severance Benefits shall be payable in accordance with the Corporation’s pay policy over the severance period unless the Corporation is notified by the Executive in writing within two (2) weeks of such termination that he elects that his Severance Benefits be payable as a lump sum payment, or a set of lump sum payments over a specified period of time, in which case this lump sum payment or payments shall be payable within 10 days after such notification. If this termination without cause does not follow an effective change of control of the Corporation, then the Severance Benefits shall be payable in accordance with the Corporation’s pay policy over the severance period. For greater certainty, and notwithstanding any other provision in this agreement, the parties agree that if the Executive’s annual salary most recently approved by position is changed for another senior management position within the Board of Directors of Employer or any committee thereof. Such amount shallCorporation, at the option of the Executivewith equivalent base salary, bonus and all benefits, this shall not be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or (ii) in interpreted as a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event constructive dismissal and the Executive determines shall not have the right to receive seek the amount due under application of this paragraph (b) in periodic paymentssection 10.2, continue to provide but the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in section shall continue to apply for the event benefit of the Executive obtains new employment during any period that after this change of position within the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderCorporation.

Termination Without Cause. Upon In the event that Executive’s employment is terminated Without Cause during the Employment Period, the Bank shall: (i) pay Executive his Earned Salary (as defined above); (ii) pay Executive his Prorated Incentive Compensation (as defined above); (iii) make, for the benefit of Executive, the Accrued Plan Contribution (as defined above); (iv) subject to Section 6(j) hereof, provide Executive (or upon his death, his surviving spouse and minor children, if any) with coverage under the Core Plans (or if applicable, a Contingent Insurance Stipend) for a period of thirty-six (36) months from the effective date of the termination of Executive’s Employment (in each case subject to Executive’s payment of the costs and contributions that such plans provide are the responsibility of the insured employee and the availability of such continued coverage through the Bank’s then-current insurance carrier); and (v) pay Executive an amount equal to three (3) times Executive’s Average Annual Compensation. The term “Average Annual Compensation” shall mean the average of Executive’s annual Compensation based on the most recent three (3) taxable years, or if Executive was employed by the Bank for less than three (3) full taxable years, based on such lesser number of taxable years or portions thereof as Executive was employed by the Bank. The term “Compensation” shall mean, for the purposes of the foregoing definition as it relates to any tax year, all Base Salary, incentive compensation, bonuses, special allowances, other compensation, club dues and other benefits paid by the Bank to Executive in such taxable year pursuant to Section 3(a) through (k) hereof, any director or committee fees paid by the Bank to Executive during such tax year, and any other taxable income paid by the Bank to Executive during such tax year. Except as provided in Section 3(j) (but only with respect to the assumption and continuation of the Life Insurance Policy) and this Section 6(c), the Bank shall have no obligation to provide Executive with any other compensation or benefits pursuant Section 3(a) through (k) or Section 6 of this Agreement following a termination of Executive’s employment by Employer without “cause”Without Cause. Except as provided in Section 6(g) hereof, Executive shall be entitled to receive a payment equal to nine the amounts payable under Subsections (9ii) months of his then current Base Salary and (as defined below). For purposes v) of this Agreement, Executive’s “Base Salary” at any time Section 6(c) shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: (i) periodic payments, equal installments over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or (ii) in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that beginning on the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior to Bank’s first regular payroll date after the effective date of termination and continuing thereafter on each regular payroll date for which the Executive has not yet been paidthirty-six (36) months. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. HoweverUpon Executive’s death, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become payments due under this paragraph (b), no further amounts Section 6(c) shall be owed paid, as applicable, to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that’s estate, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided trust or as otherwise required by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderlaw.

Termination Without Cause. Upon a termination of ExecutiveEmployee’s employment by Employer hereunder without “cause”, Executive in recognition of such termination and Employee’s agreement to be bound by the covenants contained in Sections 8, 9 and 10 hereof, Employee shall be entitled to receive a lump sum severance payment equal to nine the sum of (9i) months his then current annual Base Salary for the remainder of the Term (assuming there is no extension of the Term), but no less than one year of his then current Base Salary (as defined below). For purposes of this AgreementSalary, Executive’s “Base Salary” at any time shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or and (ii) the highest cash bonus paid to Employee over the prior twenty four (24) month period, or the amount accrued during the current year for Employee’s cash bonus for that year, whichever is higher. This lump sum severance payment shall be made to Employee in a single lump payment within thirty (30accordance with the terms of Section 11(g) days of such terminationhereof, and subject to Section 11(f) hereof. . In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, shall continue to provide the Executive Employee with the hospital, health, medical and life insurance insurance, and any other like benefits which the Executive is receiving in effect at the time of such termination, on the terms and conditions under which they were offered to Employee prior to such termination for the a period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior equal to the date remaining Term, but no less than one year. In the event Employer, under its insurance and benefit plans then in effect, is unable to provide Employee with the benefits provided for above under the terms provided for herein, then in lieu of termination and for which providing such benefits, Employer will pay the Executive has not yet been paidamount of Employee’s premium to continue such coverage pursuant to the terms of the Comprehensive Omnibus Budget Reconciliation Act. The Executive Employee shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to if the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive Employee obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits insurance, and other benefits, in a manner substantially similar to the benefits to be provided payable by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunder. Following the cessation of the continuation of Employee’s hospital, health, and medical insurance, Employee shall be permitted to elect to extend such insurance coverage under the policies maintained by Employer in accordance with the applicable provisions of the Section 4980B of the Internal Revenue Code of 1986, as amended (“Code”), and/or applicable state law, to the extent eligible to do so under the Code and such state law.

Termination Without Cause. Upon a Notwithstanding anything to the contrary contained in this Agreement, this Agreement may be terminated at any time by either party without cause, effective thirty (30) days after written notice of termination is given to the other party. In the event Executive elects to terminate this Agreement without cause pursuant to this paragraph, Executive shall not be entitled to any salary, benefits or other compensation of any kind under this Agreement, except for such compensation as may be due and payable through and including the effective date of termination or as may be required by this Agreement or applicable law. In the event the Bank terminates this Agreement without cause, the Bank shall pay to Executive an amount equal to the Severance Payment (as defined in Section 6.2 hereof), which aggregate amount shall be payable in equal monthly installments during the succeeding twelve (12) month period beginning on the date of termination. Such Severance Payment shall be subject to applicable withholding taxes and other normal payroll deductions. Any health insurance benefits provided by the Bank to Executive at the time of Executive’s employment termination without cause under this section shall be continued for twenty-four (24) months on the same terms as when the Executive was employed by Employer without “cause”Bank, and thereafter, Executive shall have the right to continue health insurance benefits in effect at the time of Executive’s termination, at Executive’s expense, to the extent permitted by applicable law. Notwithstanding anything in this section to the contrary, upon termination the Executive shall be entitled to receive payment of unreimbursed business expenses incurred prior to termination, accrued but unpaid vacation, incentive bonus earned prior to termination, and such health, retirement and other benefits that may be available following termination but only to the extent provided by the Bank’s benefit plans and policies (including the SERP), this Agreement, or as required by law. After notice of termination is given, whether by the Bank or Executive, the Bank may require Executive to cease performing services for the Bank and may prohibit Executive from coming onto the Bank’s premises through the effective date of termination, provided that the Bank nonetheless compensates Executive through the effective date of termination. All references in this Section 6.3 to a payment equal termination of employment shall mean shall mean a cessation or reduction in the Executive’s services for the Bank (and any other affiliated entities that are deemed to nine (9) months of his then current Base Salary (constitute a “service recipient” as defined belowin Treasury Regulation §1.409A-1(h)(3)) that constitutes a “separation from service” as defined in Section 409A of the Code and the regulations thereunder, taking into account all of the facts, circumstances, rules and presumptions set forth in Treasury Regulation §1.409A-1(h). With respect to amounts payable to the Executive under this Section 6.3 that exceed what may then be paid to her under a separation pay plan (pursuant to Treasury Regulation Section 1.409A-1(b)(9) (the “Excess Amount”), then (1) the Excess Amount, if any, shall be treated as deferred compensation for purposes of Section 409A, and (2) if the Executive is a “specified employee” within the meaning of Section 409A, then any Excess Amounts payable before the 185th day following the date of the Executive’s separation from service shall not be paid until that 185th day. For purposes of subparagraph (2), Excess Amounts shall be treated as paid after amounts payable under this Section 6.3 that are not considered Excess Amounts, as permitted under Section 409A. No severance or other benefits shall be provided to Executive under this Section 6.3 if severance payments or benefits are provided under Section 6.2 of this Agreement, Executive’s “Base Salary” at any time shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or (ii) in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunder.

Termination Without Cause. Upon a termination of Executive’s 's employment by Employer without “"cause”, ," Executive shall be entitled to receive a payment equal to nine twelve (912) months of his then current Base Salary (as defined below). For purposes of this Agreement, Executive’s “'s "Base Salary” " at any time shall be the Executive’s 's annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, payment shall be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or (ii) made to Executive in a single lump sum payment within thirty (30) days of such terminationto be made in accordance with Section 16 hereof. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, shall continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the a period that the Executive continues to receive of twelve (12) months after such periodic paymentstermination. Executive shall also be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “"cause”. ." However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive, except as expressly set forth herein. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunder.

Termination Without Cause. Upon a termination of The Board may terminate Executive’s employment without Cause. Such termination shall be communicated by Employer the delivery of a notice of termination to Executive in accordance with Section 5.1 and shall be effective as the date of delivery of the notice of termination, unless otherwise stated in the notice of termination. If Executive’s employment is terminated without “cause”Cause, then (i) other than obligations under this subsection, the Company’s obligations under this Agreement shall immediately cease, and (ii) Executive shall be entitled to receive payment of the aggregate amount of the following as of the date of termination: (A) Executive’s Base Salary then in effect which has been earned but unpaid; (B) earned but unpaid bonus, and accrued, unused paid vacation; (C) vested benefits under any employee benefit plan then in effect and applicable to Executive; (D) any benefits to which Executive is entitled under law; and (E) any expenses which are reimbursable under this Agreement and incurred prior to the date of termination. In addition, Executive shall be entitled to receive a payment equal severance benefits equivalent to nine twelve (912) months of his then current Base Salary then in effect, less applicable statutory deductions and withholdings and the Company shall continue to provide health benefits to Executive during such twelve (as defined below12) month period (“Severance Benefits”). For purposes of this Agreement, provided that the Company’s obligation to pay, and Executive’s “Base Salary” at any time right to receive, Severance Benefits shall be the conditioned upon Executive’s annual salary most recently approved by execution of a general release of and covenant not to sxx the Board Company and related parties, and reaffirmation of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through agreements not to disclose, use, or make available the time of such termination; or (ii) in a single lump payment within thirty (30) days of such termination. In additionCompany’s trade secrets and confidential information, Employer shall, solely and shall cease in the event the Executive determines to receive the amount due of Executive’s breach of his obligations under this paragraph (b) in periodic payments, continue to provide Agreement and/or the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderEPPI.

Termination Without Cause. Upon a termination of Except as provided in Section 6.3, if Executive’s employment is terminated by Employer without “cause”the Company (other than for Permanent Disability, death or Cause), Executive shall be receive such payments, if any, under applicable plans or programs, including but not limited to those referred to in Section 4.1 hereof, to which she is entitled pursuant to the terms of such plans or programs, and any unpaid payments of Base Salary previously earned, any unpaid Bonus earned or awarded for prior periods, accrued vacation and expense incurred for which Executive is entitled to receive a payment equal to nine (9) months of his then current Base Salary (as defined below)reimbursement hereunder. For purposes of this Agreement, Executive’s “Base Salary” at any time shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or (ii) in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event the If Executive determines to receive the amount due is terminated under this paragraph (b) in periodic paymentsSection 6.1, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods receive: (a) an amount in lieu of any other cash compensation beyond that occurred provided in the immediately preceding sentence, which amount shall be equal to the sum of: (i) the actual bonus, if any, she would have received in respect of the fiscal year in which her termination occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior to the date of Executive’s termination and for the denominator of which is 365, payable at the Executive has not yet been paid. The Executive shall have no duty same time as bonuses are paid to mitigate damages other executives; (ii) two times Executive’s annual Base Salary; plus one times Executive’s Target Bonus; payable in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment within 30 days following such termination of employment; provided that if such termination occurs within 90 days prior to calendar year end, amount shall be payable on January 1 of the year following the date of Executive’s termination; and (b) continued coverage for a 24-month period under any employee medical, health and life insurance plans in accordance with the respective terms thereof applicable to active employees (other than the requirement of continued employment); provided, however, that payments and benefits due hereunder shall be reduced by any amounts which may become due under this paragraph (b), no further amounts shall be owed by Executive to the Company. In no event shall Executive and be obligated to seek other employment or take any other action by way of mitigation of the Employer shall have no further obligation amounts payable to provide Executive under any further benefits to of the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) Agreement and in the event the such amounts shall not be reduced whether or not Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderother employment.

Termination Without Cause. Upon The Board may, for any reason, without cause or a termination of Executivehearing, terminate this Agreement at any time upon fifteen (15) calendar days prior written notice to the Assistant Superintendent. During this fifteen (15) calendar day period, the District shall communicate with the Assistant Superintendent about the Assistant Superintendent’s employment and the parties shall discuss whether the Assistant Superintendent’s employment relationship can be terminated by Employer without “cause”mutual agreement. In consideration for exercise of this right, Executive the District shall be entitled pay to receive Assistant Superintendent for the remainder of the unexpired term of this Agreement, or eighteen (18) months, whichever is less, a payment sum equal to nine the difference between Assistant Superintendent’s monthly base salary at the salary rate in effect during the Assistant Superintendent’s last month of service and the amount which Assistant Superintendent earns from any other employment-related source (9) months of his then current Base Salary (whether as defined belowemployee, independent contractor, consultant or self-employed). For purposes of this Agreement, Executivethe term “salary” shall include only the Assistant Superintendent’s “Base Salary” regular monthly base salary and shall not include the value of any other stipends, reimbursements or benefits received under this Agreement. Payments made pursuant to this early termination provision may be made in a lump sum or on a monthly basis, at any time District’s sole election. All payments made pursuant to this early termination provision shall be subject to all of District’s regular payroll deductions and shall be treated as salary payments. As a condition of payment, the Executive’s annual salary most recently approved by Assistant Superintendent shall be obligated to seek other employment and he shall notify the Board of Directors of Employer or District immediately if the Assistant Superintendent earns income from any committee thereofemployment-related activity as defined above. Such amount shall, at the option of the Executive, The Assistant Superintendent shall also be paid in either: (i) periodic payments, over nine (9) months, in entitled to the same manner in which District contribution toward health benefits as the Executive’s Base Salary Assistant Superintendent was paid through the time of such termination; or (ii) in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination his termination, for the period that remainder of the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions unexpired term of this paragraph (b) and in the event the Executive obtains new employment during any Agreement, a period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunder.of eighteen

Termination Without Cause. Upon a termination of Except as provided in Section 6.3, if Executive’s 's employment is terminated by Employer without “cause”the Company (other than for Permanent Disability, death or Cause), Executive shall be receive such payments, if any, under applicable plans or programs, including but not limited to those referred to in Section 4.1 hereof, to which he is entitled pursuant to the terms of such plans or programs, and any unpaid payments of Base Salary previously earned, any unpaid Bonus earned or awarded for prior periods, accrued vacation and expense incurred for which Executive is entitled to receive a payment equal to nine (9) months of his then current Base Salary (as defined below)reimbursement hereunder. For purposes of this Agreement, Executive’s “Base Salary” at any time shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or (ii) in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event the If Executive determines to receive the amount due is terminated under this paragraph (b) in periodic paymentsSection 6.1, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods receive: (a) an amount in lieu of any other cash compensation beyond that occurred provided in the immediately preceding sentence, which amount shall be equal to the sum of: (i) the actual bonus, if any, he would have received in respect of the fiscal year in which his termination occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior to the date of Executive's termination and for the denominator of which is 365, payable at the Executive has not yet been paid. The Executive shall have no duty same time as bonuses are paid to mitigate damages other executives; (ii) two times Executive's annual Base Salary; plus one times Executive's Target Bonus; payable in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment within 30 days following such termination of employment; provided that if such termination occurs within 90 days prior to calendar year end, amount shall be payable on January 1 of the year following the date of the Executive's termination; and (b) continued coverage for a 24-month period under any employee medical, health and life insurance plans in accordance with the respective terms thereof applicable to active employees (other than the requirement of continued employment); provided, however, that payments and benefits due hereunder shall be reduced by any amounts which may become due under this paragraph (b), no further amounts shall be owed by Executive to the Company. In no event shall Executive and be obligated to seek other employment or take any other action by way of mitigation of the Employer shall have no further obligation amounts payable to provide Executive under any further benefits to of the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) Agreement and in the event the such amounts shall not be reduced whether or not Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderother employment.

Termination Without Cause. Upon a In the event of termination of the Executive’s employment hereunder by Employer without Company “cause”, Without Cause” (other than for a Termination for a Change of Control hereinafter separately provided for) the Executive shall be entitled to receive a payment equal to nine the following severance pay and benefits: (9i) months Severance Pay - severance payments in the form of his then current Base Salary (as defined below). For purposes continuation of this Agreement, Executive’s “Base Salary” at any time shall be the Executive’s annual base salary most recently approved by as in effect immediately prior to such termination for a period of 12 months commencing on the Board sixtieth (60th) day following the effective date of Directors of Employer or any committee thereof. Such amount shall, such termination; (ii) Benefits Continuation - continued coverage under the Company’s medical care and life insurance benefit plans in which the Executive is participating at the option time of termination, or equivalent coverage thereof, on the same terms as applicable to other executive employees of the Executive, be paid in either: (i) periodic paymentsCompany from time to time, over nine (9) months, in the same manner in period with respect to which the Executive’s Base Salary was base salary is continued as provided in Section 9(b)(i) hereof; provided, however, that the Company’s obligation to provide such coverages shall be terminated if the Executive obtains substitute coverage from another employer of the Executive at any time during the continuation period; the Executive shall be obligated to notify Company of any such substitute coverage and the date of commencement thereof promptly upon obtaining any such coverage. The Executive shall be entitled, at the expiration of the period of benefits continuation under this Section 9(b)(ii), to elect continued medical coverage upon timely election of COBRA continuation coverage, in accordance with Section 4980B of the Internal Revenue Code of 1986, as amended (or any successor provision thereto) with the Company premiums paid through at the time of such same percentage as prior to the Executive’s termination; or (ii) provided that, if COBRA continuation coverage is otherwise earlier terminated under applicable law, then, in a single lump payment within thirty (30) days lieu of such termination. In additioncoverage, Employer shall, solely the Company will pay its share of the monthly Company premium in effect prior to the event termination of COBRA continuation coverage directly to the Executive determines to receive each month for the amount due remainder of the relevant period. Any amounts paid by the Company on Executive’s behalf under this paragraph (bSection 9(b)(ii) in periodic payments, to continue to provide the Executive with the hospital, health, Executive’s medical care and life insurance benefits which shall be recorded as additional income pursuant to Section 6041 of the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive Code and shall also not be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunder.tax qualified treatment; and

Termination Without Cause. Upon a termination of The Employer may terminate the Executive’s employment for any reason upon thirty (30) days’ prior written notice to the Executive. If the Executive’s employment is terminated by the Employer without “cause”for any reason other than the reasons set forth in subparagraphs a, Executive shall be entitled b or c of this Section 5, subject to receive a payment equal to nine (9) months of his then current Base Salary (as defined below). For purposes the Executive’s compliance with Sections 8 and 9 of this Agreement, Executive’s “the Executive will be entitled to the following payments and benefits: i. any Base Salary” at Salary that is accrued but unpaid, the value of any time shall be the Executive’s annual salary most recently approved vacation that is accrued but unused (determined by dividing Base Salary by 365 and multiplying such amount by the Board number of Directors of Employer or unused vacation days), and any committee thereof. Such amount shallbusiness expenses that are unreimbursed—all, at the option as of the Executivedate of termination of employment; ii. any rights and benefits (if any) provided under plans and programs of the Employer, be paid determined in either: (i) periodic payments, over nine (9) months, in accordance with the same manner in which applicable terms and provisions of such plans and programs; iii. continuation of the Executive’s Base Salary was paid through the time of such termination; or (ii) as in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred effect immediately prior to the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by of employment for a period of three (3) years; provided, that these payments will be made in separate, equal payments no less frequently than monthly over such period; and iv. the Employer without shall continue to provide medical, dental, life insurance and other welfare benefits (the “causeWelfare Benefits”. However) to the Executive, it is understood his spouse and agreed that, upon receiving his eligible dependents for a lump sum payment period of any amounts which may become due under this paragraph three (b), no further amounts shall be owed 3) years following the date of termination of the Executive’s employment on the same basis and at the same cost as such benefits were provided to the Executive and immediately prior to his date of termination; provided that if the terms of the plans governing such Welfare Benefits do not permit such coverage, the Employer shall have no further obligation to will provide any further benefits such Welfare Benefits to the ExecutiveExecutive with the same after tax effect. It is also understood and agreed thatNotwithstanding the foregoing, notwithstanding any provisions of this paragraph (b) and in the event Welfare Benefits otherwise receivable by the Executive obtains new employment during any period that pursuant to this Section 5(d)(iv) shall be reduced or eliminated to the Employer is obligated extent the Executive becomes eligible to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner receive comparable Welfare Benefits at substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereundercosts from another employer.

Termination Without Cause. Upon a Either party may terminate Executive's employment hereunder without Cause at any time by providing one-hundred eighty (180) days written notice of such termination. In the event of the termination of Executive’s 's employment under this Paragraph 4.3 without Cause by Employer the Company, then Executive shall be entitled to: i. payment of the Accrued Payments in full within the next normal payroll period following Termination; ii. any annual incentive bonuses earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date, to be paid in full within the next normal payroll period following Termination; iii. if employment termination occurs prior to the end of any fiscal year, the annual incentive bonus for such fiscal year in which employment termination occurs for which Executive would have been entitled if employed at the conclusion of the fiscal year determined and paid based on actual performance achieved for such fiscal year against the performance goals for that fiscal year, to be paid in full within ninety days following completion of the fiscal year; iv. the Company shall arrange for the Executive to continue to participate (through COBRA or otherwise), on substantially the same terms and conditions as in effect for the Executive (including any required contribution) immediately prior to such termination, in the medical, dental, disability and life insurance programs provided to the Executive hereof until the earlier of (a) a one-hundred twenty (120) day period from the effective date of termination; or (b) such time as the Executive is eligible to be covered by comparable benefit(s) of a subsequent employer (determined on a benefit-by-benefit and coverage-by-coverage basis). The foregoing is referred to as “Benefits Continuation”. The Executive agrees to notify the Company promptly if and when he begins employment with another employer and if and when he becomes eligible to participate in any benefit or other welfare plans, programs or arrangements of another employer. In the event of the termination of Executive's employment under this Paragraph 4.3 without “cause”Cause by the Executive, then Executive shall be entitled to receive a payment equal to nine (9) months of his then current Base Salary (as defined below). For purposes of this Agreement, Executive’s “Base Salary” at any time shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid items listed above in either: subparagraphs (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or and (ii) in a single lump payment within thirty above only. The Company shall have no further liability hereunder (30) days of such termination. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination other than for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments reimbursement for periods or partial periods that occurred reasonable business expenses incurred prior to the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. Howevertermination, it is understood and agreed thatsubject, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed however to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderParagraph 3.1 hereof).

Termination Without Cause. Upon a termination of ExecutiveEmployee's employment hereunder without "cause", in recognition of such termination and Employee’s employment agreement to be bound by Employer without “cause”the covenants contained in Sections 8, Executive 9 and 10 hereof, Employee shall be entitled to receive a lump sum severance payment equal to nine the sum of two times (9) months of his i)his then current Base Salary (as defined below). For purposes of this Agreement, Executive’s “annual Base Salary” at any time shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or (ii) in a single lump the highest cash bonus payment within thirty paid to Employee over the past three years, (30iii) days the highest full grant date value of such terminationany equity award granted over the past three years, and (iv) the annual total automobile allowance paid to Employee under Section 4(a) hereof. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, shall continue to provide the Executive Employee with the hospital, health, medical and life insurance insurance, and any other like benefits which the Executive is receiving in effect at the time of such termination, on the terms and conditions under which they were offered to Employee prior to such termination for a period of two years. In the period that event Employer, under its insurance and benefit plans then in effect, is unable to provide Employee with the Executive continues benefits provided for above under the terms provided for herein, then in lieu of providing such benefits, Employer will pay the amount of Employee’s premium to receive continue such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior coverage pursuant to the date terms of termination and for which the Executive has not yet been paidComprehensive Omnibus Budget Reconciliation Act. The Executive Employee shall have no duty to mitigate damages in connection with his termination by Employer without “"cause”". However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to if the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive Employee obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits insurance, and other benefits, in a manner substantially similar to the benefits to be provided payable by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunder. Following the cessation of the continuation of Employee’s hospital, health, and medical insurance, Employee shall be permitted to elect to extend such insurance coverage under the policies maintained by Employer in accordance with the applicable provisions of the Section 4980B of the Internal Revenue Code of 1986, as amended (“Code”), and/or applicable state law, to the extent eligible to do so under the Code and such state law.

Termination Without Cause. Upon a termination of Notwithstanding anything to the contrary contained herein, it is agreed by the parties hereto that MB may at any time without Cause and for any reason immediately terminate this Agreement and Executive’s employment by Employer MB by action of the Board. Upon such termination by MB all benefits provided by MB hereunder to Executive shall thereupon cease, except as provided in this Subparagraph F.4 or Subparagraph F.5, and Executive shall be deemed to have voluntarily resigned as a director, officer and employee of MB and any corporation, partnership, venture, limited liability company or other entity controlled by, controlling or under common control with the Bank or MB, and shall deliver such written resignations as MB may request. Notwithstanding the foregoing, it is agreed that in the event of such termination without Cause by MB upon the delivery to MB by Executive of a waiver and release in substantially the form of Attachment “cause”A” to this Agreement, and Executive’s compliance with the terms thereof, Executive shall be entitled to, upon the effective date of termination, payment of a lump sum equivalent to receive a payment equal to nine twelve (9) months of his then current Base Salary (as defined below). For purposes of this Agreement, Executive’s “Base Salary” at any time shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: (i) periodic payments, over nine (912) months, ’ base salary as such base salary is in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or (ii) in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior to effect on the date of termination of employment, plus continuation of Executive’s medical benefits for a period of twelve (12) months following such termination, with MB continuing to pay Executive’s share of premiums and for which the associated costs as if Executive has not yet been paid. The Executive shall have no duty continued to mitigate damages in connection be employed with his termination by Employer without “cause”. HoweverMB; provided, it is understood and agreed thathowever, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further that MB’s obligation to provide such coverage shall be terminated if Executive is eligible to receive comparable substitute coverage from another employer at any further benefits time during such twelve-month period. Executive agrees to advise MB immediately if such comparable substitute coverage is available from another employer. Notwithstanding any provision to the contrary in this Subparagraph F.4, no severance benefits shall be payable to Executive hereunder if Executive. It ’s employment is also understood terminated for any of the reasons delineated in Subparagraphs F.1 or F.2 hereof or while grounds for termination under such Subparagraphs exist, and agreed that, notwithstanding any provisions of no severance benefits shall be payable to Executive under this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits Subparagraph F.4 if payments are required to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated made to provide hereunderExecutive under Subparagraph F.5 hereof.

Termination Without Cause. Upon a Company may terminate the Employee's employment at any time without Cause. Termination without Cause shall include, but not be limited to, the following: (i) the termination of Executive’s Employee's employment by Employer without “cause”the Company after Employee's refusal to agree to the Company's request to relocate or spend a substantial and continuous portion of his time at a location more than thirty (30) miles from the Company's present Columbus location, Executive or (ii) the election by the Employee to terminate his employment upon the Company's institution of a substantial dimunition in Employee's responsibilities or authority. The Employee acknowledges that Employee's employment may require intensive travel during limited periods of time. In the event of any such termination, the Employee shall be entitled to receive a payment equal to nine (9) months from Company the following, payable in accordance with the normal payroll practices of his then current Base Salary (Company for similarly situated employees, including deductions, withholdings, and collections as defined below). For purposes of this Agreement, Executive’s “required by law: 6.3.1 His Base Salary” at any time shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option rate in effect as of the Executivetermination date, be paid payable in either: (i) periodic paymentsaccordance with Section 4.1 above, over nine (9) months, for the remaining time in the same manner Employment Period. 6.3.2 An amount equal to the premiums that Employee would be required to pay if Employee elected to continue Employee-only medical and dental coverage under Company's medical and dental plans pursuant to section 4980B of the Internal Revenue Code ("COBRA") for the remaining time in the Employment Period or the period in which the Executive’s Base Salary was paid through the time of COBRA benefits are available, whichever period is longer. Company may pay such termination; or (ii) amounts in a single lump payment within thirty (30) days of sum upon termination or in monthly installments. 6.3.3 To the extent permitted under any group insurance policy providing such termination. In additionbenefits to the Employee, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive Employee shall also be entitled to payments convert coverage for periods or partial periods that occurred prior long term disability insurance and group term life insurance to an individual policy of insurance. 6.3.4 Accrued unused vacation leave up to the maximum permitted by Company's vacation policy shall be paid to the Employee upon termination of employment at the rate of annual salary in effect on the date of termination and of employment. 6.3.5 Any amount payable pursuant to this Section 6.3, together with any compensation pursuant to Article 4 that is payable for which services rendered through the Executive has not yet been paideffective date of termination, shall constitute the sole obligation of Company payable with respect to the termination of the Employee as provided in this Section 6.3. The Executive Employee shall have no duty not be required to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment the amount of any amounts which may become due under payment provided for in this paragraph (b)Section 6.3 by seeking other employment or otherwise, no further amounts nor shall the amount of any payment provided for in Section 6.3 be owed to reduced by any compensation earned by the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed thatEmployee as a result of employment by another company, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new self-employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderor otherwise.

Termination Without Cause. Upon The Company has the right, at any time during the Term, subject to all of the provisions hereof, exercisable by serving notice, effective on or after the date of service of such notice as specified therein, to terminate the Executive's employment under this Agreement and discharge the Executive without Cause. If the Executive is terminated during the Term without Cause (including any termination which is deemed to be a constructive termination of Executive’s employment by Employer without “cause”Cause under Section 4.6 hereof), the Company's obligation to the Executive shall be entitled limited solely to receive (a) the payment, at the times and upon the terms provided for herein, of the greater of (i) the Executive's Annual Salary and Incentive Bonus for the number of full months remaining in the Term of this Agreement had the Executive not been so terminated and (ii) the Executive's Annual Salary for a payment equal to nine period of twelve months, in each case based on the Annual Salary of the Executive in effect on the date of termination (9) months of his then current Base or, if the Company has reduced the Executive's Annual Salary (as defined below). For purposes in breach of this Agreement, Executive’s “Base Salary” at any time shall be the Executive’s annual salary most recently approved by 's Annual Salary before such 9 reduction), together with all unpaid Incentive Bonus and Benefits awarded or accrued up to the Board date of Directors of Employer or any committee thereof. Such amount shalltermination, and (b) the provision at the option Company's expense of continued medical and dental insurance for the Executive, be paid in either: (i) periodic payments, over nine (9) months, in with the same manner in which or substantially similar coverage as provided by the Executive’s Base Salary was paid through the time of such termination; or (ii) in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event the Company to Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred immediately prior to the date of termination and termination, for which the greater of twelve (12) months or the number of full months remaining in the Term of this Agreement had the Executive not been so terminated. If the Executive is terminated after he has received one Incentive Bonus, the Incentive Bonus in clause (i) shall be based on the amount of that one Incentive Bonus; if he has not yet been paidreceived an Incentive Bonus, it shall be based on the minimum Incentive Bonus (i.e., one third of the Annual Salary). The Executive shall have no duty to mitigate damages in connection with his In the event of a termination by Employer the Company without “cause”. However, it is understood and agreed that, upon receiving Cause within 180 days after a lump sum payment Change of any amounts which may become due under this paragraph Control (bas hereinafter defined), no further including a constructive termination without Cause pursuant to Section 4.6, the amounts shall be owed due to the Executive pursuant to this Section 4.3 shall be due and the Employer shall have no further obligation to provide payable in one lump-sum payment within 60 days after such termination. In all other cases, any further benefits amounts due to the Executive. It is also understood Executive pursuant to this Section 4.3 shall be due and agreed that, notwithstanding any provisions payable as and when they would have become due and payable over the remaining Term of this paragraph (b) and in the event Agreement had the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereundernot been so terminated.

Termination Without Cause. Upon a (a) If Executive’s employment is terminated by the Company prior to the end of the Term for any reason other than Cause or the death or disability of Executive: (i) the Company shall pay Executive amounts (including salary, bonuses, expense reimbursement, etc.) due and payable as of the date of termination and shall pay Executive an amount equal to the present value of Executive’s employment then base salary for a period equal to the Severance Period (as defined below), payable in a lump sum within two weeks of Executive’s termination using a discount rate of 6 percent per year; (ii) in the sole and absolute discretion of the Board of Directors, the Company may elect to pay Executive a prorated amount of the bonus that Executive would have been entitled to receive under Section 3.2 for the year in which he was terminated (which, if determined to be paid by Employer without “cause”the Board, shall be payable as and when the bonus is paid to other similarly situated officers); (iii) Executive shall be entitled to receive a payment equal medical benefits coverage in accordance with the Company’s policies in effect from time to nine time through the Severance Period; (9iv) months of his then current Base Salary (as defined below). For purposes of this Agreement, Executive shall be entitled to have transferred to him any Company paid disability policy on the Executive for Executive’s “Base Salary” at any time benefit (if the policy so permits), and Executive shall assume responsibility for payment of premiums on such disability policy; and (v) Executive shall be entitled to have transferred to him any Company paid life insurance policies on the Executive for Executive’s annual salary most recently approved benefit (if the policies so permit) upon payment by the Board Executive to the Company of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time cash surrender value of such termination; or (ii) in a single lump policies, and Executive shall assume responsibility for payment within thirty (30) days of premiums on such termination. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph life insurance policies. (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination Except for the period that provisions of this Section 4.4, the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer Company shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunder.

Termination Without Cause. At any time Employer shall have the right to terminate the Term and the Executive's employment hereunder without Cause by written notice to the Executive. Upon any termination pursuant to this Section 10 (that is not a termination under any of Sections 7, 8, 9, 11 or 12), Employer shall (A) pay the Executive a lump sum equal to two full years of the Executive’s employment 's Annual Base Salary as of the date of termination; (B) pay Executive a lump sum equal to two times the full amount of the AIP Bonus available to Executive, for the full year in which the termination occurred or the previous year, whichever year is higher, at the full target bonus opportunity percentage provided under Section 4(b) of this Agreement, to be calculated as if 100% of all corporate and personal performance objectives in the AIP were achieved; and (C) provide and pay the full amount of employer and employee share of the premiums for continued coverage of the Executive and Executive's spouse and dependents under the Employer's Welfare Benefits, pursuant to COBRA as applicable, and the Executive shall be entitled to the other benefits set forth in Section 5(b), (c) and (d) for a period of two years after the date of termination or until and to the extent the Executive is covered by Employer without “cause”comparable Welfare Benefits, whichever occurs first, and in the event such continued coverage is not allowed by law or the Employer's Welfare Benefits plans, the Executive shall be entitled to the cash equivalent of the premiums for such benefits and the federal income tax consequences of such payments. The Company shall have no further liability hereunder (subject, however, to the provisions of Section 5(a) and (d)). The Executive shall be entitled to receive a payment equal to nine (9) months all severance payments and benefits hereunder regardless of his then current Base Salary (any future employment undertaken by the Executive as defined below). For purposes long as the Executive is in full compliance with the terms of this Agreement, Executive’s “Base Salary” at any time shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or (ii) in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunder.

Termination Without Cause. Upon a termination of At any time the Company shall have the right to terminate the Executive’s employment hereunder by Employer without “cause”, Executive shall be entitled written notice to receive a payment equal to nine (9) months of his then current Base Salary (as defined below). For purposes of this Agreement, Executive’s “Base Salary” at any time shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall; provided, at the option of the Executivehowever, be paid in either: (i) periodic payments, over nine (9) monthsthat, in the same manner in which event of any termination pursuant to this Section 5.4, the Executive’s Company shall pay the Executive any unpaid Base Salary was paid accrued through the time effective date of termination specified in such termination; or (ii) in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event notice and shall pay the Executive determines to receive severance payments and provide him with severance benefits as follows: The Company shall pay the amount due under this paragraph Executive his Base Salary, in twelve equal installments, with the first such installment commencing on such effective date. For a two (b2) in periodic paymentsyear period after the effective date of termination, continue the Company shall arrange to provide the Executive with benefits substantially similar to the hospitalbenefits that the Executive was then currently receiving (including pursuant to Section 4.4) or entitled to receive under the Company’s life, healthdisability, medical accident and life group health insurance benefits plans or any similar plans in which the Executive was participating immediately prior to such effective date of termination (“Welfare Benefits”) at a cost to the Executive which shall be no greater than the cost to the Executive in effect at such effective date of termination; provided, however, that to the extent any such coverage is receiving at prohibited by any judicial or legislative authority, the time Company shall make alternative arrangements to provide the Executive with Welfare Benefit Plans, including, but not limited to, providing the Executive with a payment in an amount equal to the Executive’s cost of purchasing said Welfare Benefits. Benefits otherwise receivable by the Executive pursuant to the immediately preceding sentence shall be reduced to the extent comparable benefits are actually received on the Executive’s behalf during the two (2) year period following the Executive’s termination, and such termination benefits actually received by the Executive shall be reported to the Company. Notwithstanding anything set forth in this Section 5.4(b), in no event will the Company be obligated to pay a greater annual amount for the Welfare Benefits during such two (2) year period that than it paid for such Welfare Benefits in the last year of the Executives employment hereunder. The Company shall have no further liability to the Executive continues to receive such periodic payments. Executive shall also be entitled to payments hereunder (other than for periods or partial periods that occurred reimbursement for reasonable business expenses incurred prior to the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. Howevertermination, it is understood and agreed thatsubject, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b)however, no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderSection 4.1).

Termination Without Cause. Upon a Either Executive or Ceridian may terminate this Agreement and Executive's employment without cause on at least 75 days' written notice or payment in lieu of notice under (b) below. In the event of termination of this Agreement and of Executive’s 's employment pursuant to this Section 4.03, compensation shall be paid as follows: (a) if the notice of termination is given by Employer without “cause”, Executive at any time Executive shall be entitled to receive a payment equal to nine (9) months paid at the usual rate of his then current or her annual Base Salary through the date of termination specified in such notice (as defined belowbut not to exceed 75 days). For purposes ; (b) if the notice of this Agreementtermination is given by Ceridian and effective prior to Executive's 65th birthday, Executive’s “Base Salary” at any time (1) Executive shall be paid at the Executive’s usual rate of his or her annual salary most recently approved by Base Salary through the Board date of Directors of Employer or any committee thereof. Such amount shalltermination specified in the notice provided, at however, that Ceridian shall have the option of making termination of the Agreement and Executive, 's employment effective immediately upon notice in which case Executive shall be paid a lump sum representing the value of 75 days worth of salary; and (2) Executive shall receive, within 15 days following termination, a lump sum payment equivalent to two years' Base Salary. (c) If the notice of termination is given by Ceridian to be effective on or after Executive's 65th birthday Executive shall be paid at the usual rate of his or her annual Base Salary through the date of termination specified in either: any notice. (id) periodic paymentsIn the event that termination occurs pursuant to Sections 4.03(b) or 4.03(c), over nine then, in addition to the payments specified in said Sections, Ceridian shall pay to Executive any amount equal to (91) monthsthe bonus, if any, to which Executive would otherwise have become entitled under all Ceridian 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 his or her duties in the same manner as they were performed immediately prior to termination, multiplied by (2) a fraction, the numerator of which shall be the number of whole months Executive was employed in the year in which termination occurred and the Executive’s Base Salary was denominator of which is 12. The amount payable pursuant to this Section 4.03(d) shall be paid through within 15 days after the time of date such termination; or (ii) in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event the bonus would have been paid had Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination remained employed for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderfull fiscal year.

Termination Without Cause. Upon a The employment of the Executive hereunder shall be deemed to have been terminated “Without Cause” upon (A) termination of employment by the Company for any reason other than the reasons specified in Section 9(a)(i) hereof as termination “For Cause”, the reasons specified in Section 9(a)(iii) hereof as termination because of the Executive’s Death or Disability, or termination by virtue of the expiry of the Employment Period on 1 January 2017 or any specific extension thereof and the non-renewal of the Executive’s employment by Employer without “cause”on the same terms, Executive shall be entitled to receive a payment equal to nine or (9B) months termination of his then current Base Salary (as defined below). For purposes of this Agreement, Executive’s “Base Salary” at any time shall be the Executive’s annual salary most recently approved employment by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or (ii) in a single lump payment Executive within thirty (30) days following a “Constructive Termination” event. For purposes hereof, the following shall constitute Constructive Termination events: (1) any removal of such termination. In additionthe Executive from the position of Executive Vice President, Employer shallFinance, solely Chief Financial Officer and Chief Operating Officer, (2) any material reduction of the Executive’s duties, responsibilities or authority, including any change in the event Executive’s positions as Executive Vice President, Finance, Chief Financial Officer and Chief Operating Officer that results in such a reduction, (3) a material reduction by the Company in the Executive’s base salary in effect on the date hereof or as may be increased from time to time except if the Board in response to exceptional adverse business circumstances makes a general temporary reduction in the compensation of the executives of the Company, (4) the Company’s requiring the Executive determines without the Executive’s express written consent to receive be based anywhere other than within 50 miles of the amount due under this paragraph (b) in periodic paymentsExecutive’s present office location, continue except for required travel on the Company’s business to provide the Executive an extent substantially consistent with the hospitalExecutive’s present business travel obligations, health, medical and life insurance benefits which or (5) a material breach of this Agreement by the Executive is receiving at Company. The foregoing shall be treated as Constructive Termination events hereunder following the time expiration of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior to 30 days from the date of termination and for which the Executive has notified Company (within 90 days) of the occurrence of such event and the Executive’s intention to treat such event as a constructive termination and terminate the Executive’s employment on the basis thereof, provided that Company has not yet been paidcured the constructive termination event before the expiration of such 30-day period. The Executive shall have no duty to mitigate damages in connection with his Executive’s termination by Employer without “cause”. However, it is understood and agreed that, will be effective upon receiving a lump sum payment the expiration of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunder30-day period.

Termination Without Cause. Upon a termination of Executive’s employment If the Employment Period is terminated by Employer the Company without “cause”Cause, Executive shall be entitled to continue to receive a payment equal to nine (9) months of his then current Base Salary (as defined below). For purposes for the period beginning on the date of this Agreement, Executive’s “Base Salary” at any time shall be such termination and ending on the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option 2nd anniversary of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Effective Date. The payments of Executive’s Base Salary was paid through by the time of such termination; or (iiCompany under this Section 4(a) will be made periodically in a single lump payment within thirty (30) days of such terminationthe same amounts and at the same intervals as if the Employment Period had not ended and Executive’s Base Salary otherwise continued to be paid. In addition, Employer shall, solely (i) all unvested stock options and unvested “Equity Incentive Plan” shares previously granted to Executive shall automatically vest in full and (ii) the event Company shall offer continued medical benefit coverage as required by law; provided that Executive’s obligation to pay premiums for such coverage shall be limited to the employee premiums payable by similarly situated active employees until the earlier of (A) the expiration of the Employment Period and (B) the date Executive determines to receive becomes employed by another party. Following the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time expiration of such termination for period of limited premiums, the period that the remaining coverage shall be subject to payment by Executive continues to receive such periodic paymentsof any applicable premiums. Executive shall also not be required to mitigate the amount of any payment or benefit provided for under this Section 4(a) by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4(a) be reduced by any compensation earned by Executive as a result of other employment. Payment to Executive pursuant to this Section 4(a) shall constitute the entire obligation of the Company for severance pay and full settlement of any claim for severance pay under law or in equity that Executive might otherwise assert against the Company or any of its employees, officers or directors on account of the Company’s termination of the Employment Period without Cause. Executive shall remain entitled to payments for periods or partial periods that occurred prior any benefits which are then due to him under the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderCompany Benefit Plans.

Termination Without Cause. Upon a) At any time Employer shall have the right to terminate the Term and the Executive's employment hereunder by written notice to the Executive. Any demotion resulting in a material adverse change in the duties, responsibilities or role, reporting relationships of the Executive, or change in titles, shall be treated as a termination without cause of the Executive’s employment . b) A Change in Control (as defined in Section 4 hereof) resulting in either the termination of the Executive or a material adverse change in the duties, responsibilities or role, reporting relationships of the Executive, or change in titles, shall also be treated as a termination without cause of the Executive. c) Upon any termination pursuant to this Section 9.a. (that is not a termination under any of Sections 7, 8, or 10), Employer shall continue to pay (through Employer's regularly scheduled payroll) to the Executive (A) the Annual Base Salary at the date of termination for six (6) months and (B) pay, within forty-five (45) days of the last day of employment, any earned Performance Bonus. Employer shall also continue to pay the Employer portion of premiums for the same or substantially similar Welfare Benefits and the Executive shall be entitled to the other benefits set forth in Section 5(b) and (e) for the six (6) months. In the event such entitlement is not allowed by law, the Executive shall be entitled to the cash equivalent of that benefit. d) Upon any termination pursuant to this Section 9.b. (that is not a termination under any of Sections 7, 8, or 10), Employer shall continue to pay (through Employer's regularly scheduled payroll) to the Executive (A) the Annual Base Salary at the date of termination for twelve (12) months and (B) pay, within forty-five (45) days of the last day of employment, any earned Performance Bonus prorated as of the date of termination. Employer shall also continue to pay the Employer portion of premiums for the same or substantially similar Welfare Benefits and the Executive shall be entitled to the other benefits set forth in Section 5(b) and (e) for the twelve (12) months. In the event such entitlement is not allowed by law, the Executive shall be entitled to the cash equivalent of that benefit. e) The Options and any previously granted or subsequently granted incentive stock options shall immediately vest and be exercisable pursuant to the terms of the Plan and the Stock Option Award Agreement, all non-qualified stock options that have not vested as of the date of the termination, shall expire, and all non-qualified stock options that have vested shall be exercisable pursuant to the terms of the Plan and the Stock Option Award Agreement. Said vested stock options shall be exerciseable and may be sold by Executive subject to no restrictions by Employer without “cause”(other than those imposed by the Employer's then current xxxxxxx xxxxxxx policy or by federal and state securities laws). f) The Employer shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 5(a). The Executive shall be entitled to receive a payment equal to nine (9) months all severance payments and benefits hereunder regardless of his then current Base Salary (as defined below). For purposes of this Agreement, Executive’s “Base Salary” at any time shall be future employment undertaken by the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or (ii) in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunder.

Termination Without Cause. At any time during the Term, the Companies may terminate this Agreement and Executive’s employment with the Companies without cause for any reason or no reason by notifying Executive in writing of the Companies’ intent to terminate, specifying in such notice the effective termination date, and this Agreement and Executive’s employment with the Companies shall terminate at the close of business on the termination date specified in the Companies’ notice. Upon a termination of Executive’s employment by Employer the Companies without “cause”, the obligation to pay and provide Executive compensation and benefits under this Agreement shall immediately terminate, except: (a) Executive shall be entitled to receive a payment equal to nine (9) months paid that portion of his then current Base Salary (as defined below). For purposes of this Agreement, Executive’s “Base Salary” at any time shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of rate then in effect, which shall have been earned through the Executive, termination date; (b) Executive shall be paid in either: or provided such other payments and benefits, if any, which had accrued hereunder before the termination date; (ic) periodic payments, over nine (9) months, the Companies shall pay Executive severance compensation in the same manner in which the form of salary continuation at Executive’s Base Salary was paid through rate, as then in effect, for a period of twelve (12) months following the time termination date; and (d) the Companies shall pay Executive supplemental severance compensation consisting of such termination; or twelve (12) monthly payments each equal to the sum of (i) an amount equal to the monthly COBRA premium Executive would pay if he elected to exercise his COBRA rights to continue group health and dental insurance coverage for himself and any eligible dependents, and (ii) an amount equal to the estimated federal and state tax liability that Executive will incur as a result of his receipt of the amounts set forth in a single lump payment within thirty this subpart (30d) days of so that such terminationsupplemental payments are fully grossed-up (the payments set forth in this subpart (d) shall hereinafter be referred to as the “Supplemental Severance Payments”). In addition, Employer shall, solely in To the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period extent that the salary continuation payments or the Supplemental Severance Payments constitute payments of "deferred compensation" to a "specified employee" within the meaning of Internal Revenue Code section 409A(a)(2)(B)(i), any such payments due during the first six months following Executive's termination date will be delayed and will be paid to Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior to on the date first day of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with seventh month following his termination by Employer without “cause”date. HoweverOther than the foregoing, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer Companies shall have no further obligation obligations to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of Executive under this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderAgreement.

Termination Without Cause. Upon If, for any reason, without cause or a hearing, at any time, the Board determines, in its sole discretion, that such action is in the best interest of the District, the Board may unilaterally terminate this Agreement. In consideration for the exercise of this right the District shall pay to the Superintendent from the date of termination until the expiration of Executivethis Agreement, or for a period of twelve (12) months, whichever is less, a sum equal to the Superintendent's base salary at the rate in effect during the Superintendent's last month of service. Payments to the Superintendent shall be made on a monthly basis unless the Parties agree in writing otherwise. Any such termination shall be in writing, shall specify the effective date of termination, and shall terminate all of the Superintendent’s employment by Employer without “cause”rights and entitlements with the District. The Superintendent shall execute a full written release of all claims, Executive known and unknown, against the District and its officers, agents, and employees as a condition of receipt of any severance payment, along with a statement acknowledging that the Superintendent waives applicability of California Civil Code section 1542; otherwise, no severance payments shall be entitled to receive a payment equal to nine (9) months of his then current Base Salary (as defined below)required and termination shall be immediately effective nonetheless. For purposes of this Agreement, Executive’s the term “Base Salarysalary” at shall include only the Superintendent's regular monthly base salary, as specified under Section 4.a. of this Agreement, including education pay, and shall not include the value of any time other reimbursements or benefits received under this Agreement. All payments made pursuant to this termination without cause provision shall be subject to applicable payroll deductions, if any. No payments made pursuant to this early termination provision shall constitute creditable service, creditable compensation or compensation earnable for CalSTRS or CalPERS retirement purposes. Payments made pursuant to this termination without cause provision shall be considered as final settlement pay; accordingly, no deductions shall be made for retirement pin-poses. The Parties agree that any damages to the ExecutiveSuperintendent that may result from the Board's early termination of this Agreement without cause cannot be readily ascertained. Accordingly, the Parties agree that the payments made pursuant to this termination without cause provision, along with the District’s annual salary most recently approved agreement to provide health benefits, constitutes reasonable liquidated damages for the Superintendent, fully compensates the Superintendent for all tort, contract damages, and other damages of any nature whatsoever, whether in law or equity, and does not result in a penalty. The Parties agree that the District's completion of its obligations under this provision constitutes the Superintendent's sole remedy to the fullest extent provided by law. Finally, the Parties agree that this provision meets the requirements governing maximum cash settlements as set forth in Government Code section 53260 et seq. and that any payment of cash or other consideration to the Superintendent pursuant to a settlement agreement resulting from the termination of this Agreement by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or (ii) in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior subject to the date of termination limitations and for which the Executive has not yet been paidrequirements contained in Government Code sections 53260 et seq. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any other applicable provisions of this paragraph (b) and in law, as the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to law may be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderamended from time-to-time.

Termination Without Cause. Upon a termination of If Executive’s employment is terminated by Employer without “cause”the Company (other than for Cause), Executive shall will be entitled to all accrued and unpaid Base Salary, accrued prior year bonuses and other accrued benefits and expense reimbursements through the date of termination, plus he will be entitled to receive the following severance benefits: (i) Executive will be entitled to receive a payment severance amount equal to nine (9) months of his then current Base Salary Salary, plus his then current automobile allowance, if any, for a period of eighteen (18) months from the date of termination, plus a bonus equal to the greater of (a) the Executive’s most recent annual bonus or (b) six (6) months of Base Salary, both to be paid within 5 business days from the date of termination; and (ii) Company will provide Executive with the same or similar health care benefits (including life, dental and vision, if any) as defined below)provided to Executive at the time of termination, such health care benefits to be provided for a period of 18 months from the date of termination; and (iii) All non-vested equity awards granted to Executive will immediately vest and will be exercisable for a period of three months following such termination in accordance with the Company’s 2010 Stock Incentive Plan or any similar plan as the Company may adopt from time to time which such equity award was granted under. For purposes of this Agreement, Executive’s “Base Salary” at any time shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: (i) periodic payments, over nine (9) months, any material reduction in the same manner in which the Executive’s Base Salary was paid through responsibilities, duties, title or compensation of the time of such termination; Executive without the Executive’s written consent, or (ii) in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in if the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed Company gives notice to the Executive and that it will not renew this Agreement pursuant to Section 2 hereof, shall be deemed an Effective Termination Without Cause. Upon termination of Executive’s employment without cause or upon the Employer shall have no Executive’s resignation as a result of an Effective Termination Without Cause, except for the obligations set forth in this subsection a., the obligations of the Company to make any further obligation payments or to provide any further benefits to Executive under this Agreement will cease and terminate. If the Executive. It is also understood and agreed thatindependent members of the Board of Directors unanimously determine, notwithstanding any provisions of this paragraph (b) and in the event at their sole election, that the Executive obtains new employment during any period that the Employer is obligated to provide hospitalhas materially not met his obligations as set forth in (1) above, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar but not to the benefits full extent required to trigger termination for cause as defined in 5(d), then termination of the Executive will be deemed to be provided by Employer hereunder, Employer may permanently terminate a resignation and governed under the duplicative benefits it is obligated to provide hereunderterms of subsection 5b.

Termination Without Cause. Upon a termination of ExecutiveThis Agreement and Frierott’s employment hereunder may be terminated by Employer Xxxxxxxx at any time without “cause”Cause and without prior notice. In the event Frierott’s employment is terminated without Cause by Xxxxxxxx, then in return for a signed separation agreement that includes a full release of all employment-related claims in a form substantially similar to Exhibit B, Frierott will receive the following: (a) his Base Salary, minus applicable withholding and deductions, through the date on which notice is given; (b) separation payments equivalent to his regular biweekly Base Salary, minus applicable withholding and deductions, for a period of eighteen (18) months following the date of notice to him; (c) a lump sum payment equal to his annual Management Incentive Plan target bonus, minus applicable withholding and deductions, pro-rated for the year in which such termination occurs through the date on which notice of termination is given; (d) a lump-sum payment equal to 1.5 times his MIP target bonus, minus applicable withholding and deductions; and (e) COBRA subsidy benefits as and to the extent set forth in Section 2.4(b) of the Xxxxxxxx Corporation Severance Pay Plan in effect as of the Effective Date. If Frierott does not execute the above mentioned release, Frierott will receive only his Base Salary through the date on which notice of termination is given. It is understood that if as a result of Frierott’s termination without Cause hereunder Frierott could qualify for a severance payment under the Xxxxxxxx Corporation Severance Pay Plan or the Amended and Restated Severance Agreement Between Xxxxxxxx Corporation and Executive Officers, Frierott may be treated under either this Agreement or one of the above referenced plans, whichever provides the greater compensation to Frierott, but Frierott is not entitled to receive the consideration provided for under this Agreement and any of the above referenced plans under any circumstances. Upon such termination, Frierott shall be entitled to receive a payment equal to nine (9) months of his then current Base Salary (as defined below). For purposes of no further benefits under this Agreement, Executive’s “Base Salary” at except that any time rights and benefits Frierott may have under the employee benefit plans and programs of the Company, in which Frierott is a participant, shall be determined in accordance with the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time terms and provisions of such termination; or (ii) in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical plans and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderprograms.

Termination Without Cause. Upon Either party hereto may terminate this Agreement and the Executive’s employment for any reason at any time during the Employment Period, effective upon sixty (60) days written notice to the other party. In the event the Executive gives written notice to terminate this Agreement within the first six (6) months, the Executive shall repay to the Company on a pro rata basis any Relocation Expense (if notice is in first month, 6/6’s to if notice is in sixth month, 1/6). In the event the Company terminates this Agreement and the Executive’s employment without Cause (as hereinafter defined), the Company shall pay to the Executive (i) any unpaid Salary accrued as of the date of termination, (ii) any unused vacation days accrued as of the date of termination, and (iii) if written notice is given on or prior to June 30, 2006 or the Executive has not moved to the Jacksonville metropolitan area, Salary for a period equal to 50% of period employed from the Effective Date to the date of written notice, but not greater than three (3) months Salary, or if written notice is given after June 30, 2006 and the Executive has already moved to the Jacksonville metropolitan area, the lesser of 1) the Salary due for any remaining term of this Agreement, and 2) the Salary for a period of six (6) months following the end of the Employment Period - in either case in installments in accordance with the Company’s ordinary payroll practices. In addition, solely for purposes of determining the portion of any Stock Options under Paragraph 3(c) that have vested, the shares or options that would have vested on the vesting date next succeeding the date of termination of employment, but for the termination without Cause, shall be vested as of the date of the termination of Executive’s employment by Employer without “cause”, Executive shall be entitled to receive a payment equal to nine (9) months of his then current Base Salary (as defined below). For purposes of this Agreement, Executive’s “Base Salary” at any time shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or (ii) in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which the Executive has not yet been paidemployment. The Executive shall have no duty not be entitled to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further payments or benefits to the Executive. It is also understood except as required by any federal or state law requiring continuation of benefits and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to except as may be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderin any stock option agreement.

Termination Without Cause. Upon Notwithstanding anything to the contrary contained herein, the Company shall have the right to terminate the employment of Executive at any time without Cause. Subject to subsection (e) below, upon a termination of Executive’s employment by Employer without “cause”Cause, except as provided in Section 15, this Agreement shall terminate and the Executive shall not be entitled to receive a payment equal to nine (9) months of his then current Base Salary (as defined below). For purposes of this Agreementany compensation or other benefits, Executive’s “Base Salary” at any time except that the Company shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in through the same manner in which Entitlement Date continue to pay to Executive the Executive’s Base Salary was paid through the time of such termination; or (ii) in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred effect immediately prior to the date of termination termination, such payments to be made in installments at the times such amounts would have been paid if the Agreement had not been so terminated, and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed ii) pay to the Executive, when otherwise due in accordance with Section 4, the Bonus, if any, earned for the fiscal year in which such termination occurs, without regard to whether Executive is employed on the last day of such fiscal year, and (iii) through the Employer shall have no further obligation Entitlement Date continue Executive's benefits and other items referred to in Section 5 or, to the extent the Company is legally unable to provide any further such benefits or other items as a result of Executive no longer being an employee, reimburse Executive for his cost (not to exceed the actual cost to the Company if he were still an employee) of obtaining the equivalent coverage and benefits. During the period in which, Executive receives the payments required by the immediately preceding sentence, Executive shall be subject to the provisions set forth in Sections 10 and 11 below (provided, however, in no event shall the restrictions contained in Sections 10 and 11 continue for more than one year beyond the termination of Executive's employment). In the event that Company elects not to extend the Employment Period, then, absent any termination pursuant to Section 9, the Company shall continue paying to Executive his Base Salary during the period, if any, beginning on the date Executive's employment terminates and ending on the date which is six months after the date on which the Company gives its notice of non-renewal to Executive. It is also understood and agreed thatDuring the period in which Executive receives the payments required by the immediately preceding sentence, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar shall be subject to the benefits to be provided by Employer hereunderprovisions set forth in Sections 10 and 11 below (provided, Employer may permanently terminate however, in no event shall the duplicative benefits it is obligated to provide hereunderrestrictions contained in Sections 10 and 11 continue for more than one year beyond the termination of Executive's employment).

Termination Without Cause. Upon a termination of The Company may terminate Executive’s employment without Cause (as defined below) at any time during the Employment Period upon written notice to Executive provided in accordance with Section 7 below (for purposes of this Section 4(a), the date specified in any such notice provided in accordance with this Section 4(a) shall constitute the “Date of Termination”). If Executive’s employment is terminated as provided in this Section 4(a), the Company shall promptly, or in the case of obligations described in clause (v) below, as such obligations become due to Executive, pay or provide to Executive, (i) Executive’s earned but unpaid Base Salary accrued through the Date of Termination, (ii) accrued but unpaid vacation time through the Date of Termination, (iii) any Annual Bonus required to be paid to Executive pursuant to this Agreement for any calendar year of the Company ending prior to the Date of Termination, to the extent payable, but not previously paid, (iv) reimbursement of any business expenses incurred by Employer without Executive prior to the Date of Termination that are reimbursable under Section 3(f) above, and (v) any vested benefits and other amounts due to Executive under any plan, program or policy of the Company or OA (together, the “causeAccrued Obligations”). In addition, subject to Executive’s execution and non-revocation of a binding Release (as defined below) in accordance with Section 4(g) below and Executive’s continued compliance with the Confidentiality Agreement (as defined below), Executive shall be entitled to receive a the following payments and benefits from the Company (the “Severance”): (1) continued payment equal to nine (9) months of his then current Base Salary (as defined below). For purposes of this Agreement, Executive’s “Base Salary” at any time shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through at the rate in effect as of the Date of Termination for a period of twelve months following the Date of Termination, in accordance with the Company’s normal payroll procedures applicable to senior executives of OA, as in effect from time to time; (2) continued healthcare coverage for Executive and Executive’s legal dependents for a period of twelve months from the Date of Termination, to the extent each such terminationindividual received healthcare coverage provided by the Company immediately prior to such termination of employment, at the same cost to Executive as such coverage cost Executive immediately prior to such termination (subject to premium increases affecting participants in such plan(s) generally), provided that Executive properly elects continuation healthcare coverage under Section 4980B of the Internal Revenue Code and the regulations thereunder (“COBRA”); the healthcare coverage described in this Section 4(a)(2) shall be in addition to and not in lieu or a part of any continued healthcare coverage to which Executive would otherwise be entitled under COBRA absent this Section 4(a)(2), for which continued healthcare coverage Executive shall remain eligible following such twelve-month continuation period at Executive’s sole expense as and to the extent provided by law; and (ii3) a pro rated portion of the Annual Bonus that would otherwise become payable in a single lump payment within thirty respect of the year in which the Date of Termination occurs (30) days if any), if and to the extent that, as of the Date of Termination, the Company is on track to attain the performance objectives applicable to such termination. In additionAnnual Bonus, Employer shall, solely as determined in the event reasonable discretion of the Executive determines to receive the amount due under this paragraph (b) in periodic paymentsCommittee, continue to provide the Executive with the hospitalprovided, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which the Executive has if performance objectives have not yet been paid. The Executive determined for such Annual Bonus, then no amount shall have no duty become payable pursuant to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (bSection 4(a)(3), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunder.

Termination Without Cause. Upon a termination of ExecutiveAt any time Company shall have the right to terminate this Agreement and Employee’s employment hereunder by Employer written notice to Employee. Upon any termination without “cause”Cause pursuant to this Section 4.4, Executive Company shall be entitled to receive a payment equal to nine (9) months pay Employee any unpaid amounts of his then current Base Total Salary (as defined below). For purposes of this Agreement, Executive’s “Base Salary” at any time shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or (ii) in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred accrued prior to the date of termination and shall reimburse Employee for which all expenses described in Section 3.1 of this Agreement and incurred prior to the Executive has not yet been paiddate of termination, provided, however, that if Company provided Employee with less than twelve (12) months prior written notice of the date of such termination without Cause, then in addition to his Total Salary and benefits through the date of such termination, Company shall also pay Employee an amount (“Severance Payments”) equal to his Total Salary for the difference between the required twelve (12) months notice and the actual notice given by Company (the “Without Cause Notice Period”), subject to all appropriate withholdings and deductions. The Executive Severance Payments shall have no duty be paid to mitigate damages Employee in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum upon the termination of Employee’s employment, provided, however, that no Severance Payments shall be paid until Employee has signed a form of release agreement satisfactory to Company, returned it to Company and not revoked it during any applicable statutory revocation period. Employee will forfeit the right to any payment of any amounts which may become due under this paragraph Section 4.4 unless such release, which will be provided by Company promptly after Employee’s termination, is signed and not subsequently revoked within ninety (b)90) days after it has been provided to Employee. Employee shall also receive the Additional Benefits for the entire Without Cause Notice Period (the “Severance Benefits”) Upon making the Severance Payments and providing the Severance Benefits, no further amounts shall be owed to the Executive and the Employer if any, required by this Section 4.4, Company shall have no further obligation liability hereunder other than any amounts then payable pursuant to provide any further benefits to the Executive. It is also understood and agreed thatemployee benefit plan, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospitalpolicy or other plan, health, medical and life insurance benefits in a manner substantially similar to the benefits to be program or policy then maintained or provided by Employer hereunder, Employer may permanently terminate Company to Employee in accordance with Section 3.2 and under the duplicative benefits it is obligated to provide hereunderterms thereof.”

Termination Without Cause. Upon a termination of The Executive’s employment by Employer may be terminated without “causeCause” as follows: (i) By mutual written agreement of the Trust and Executive, in which case the Executive will be paid only for the time period in which he works, and will not be entitled to any further compensation or severance benefits; (ii) Upon written notice to the other party, as follows: a. If Executive terminates his employment without “Good Reason”, or without “Good Cause” in the context of a “change of control”, Executive shall give thirty (30) days advance notice. Executive will be paid his compensation during the thirty (30) day notice period. The Trust (or its Successor) may elect, in its sole discretion, to dispense with the notice period and to immediately sever Executive’s employment relationship with the Trust (or its Successor), but will pay Executive through the thirty (30) day notice period. Executive will not be entitled to any additional compensation or severance benefits. b. If the Trust terminates Executive’s employment without “Cause”, Executive shall be entitled to receive a payment severance benefits equal to nine (9a) months Fifty Percent (50%) of his then Executive’s then-current Base Salary (as defined below). For purposes annual base salary if the termination occurs on or before the first anniversary of the date of this Agreement, ; (b) One Hundred Percent (100%) of Executive’s “Base Salary” at any time shall be then-current annual base salary if the Executive’s annual salary most recently approved by termination occurs after the Board of Directors of Employer or any committee thereof. Such amount shall, at the option first anniversary of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in date of this Agreement and on or before the same manner in which second anniversary of the Executive’s Base Salary was paid through the time date of such terminationthis Agreement; or (iic) in a single lump payment within thirty One Hundred Fifty Percent (30150%) days of such terminationExecutive’s then-current annual base salary if the termination occurs after the second anniversary of the date of this Agreement. In addition, Employer shall, solely in the event Any unvested share options or restricted shares granted to the Executive determines under any share plan will vest and become immediately exercisable; provided, however, that any provisions of separate agreements between the Trust and Executive governing the vesting or forfeiture of share grants or options that are more favorable to receive the amount due under Executive shall control over the provisions of this paragraph Agreement. c. If Executive terminates his employment for “Good Reason,” Executive shall be entitled to severance benefits equal to (a) Fifty Percent (50%) of Executive’s then-current annual base salary if the termination occurs on or before the first anniversary of the date of this Agreement; (b) in periodic payments, continue to provide One Hundred Percent (100%) of Executive’s then-current annual base salary if the Executive with termination occurs after the hospital, health, medical and life insurance benefits which the Executive is receiving at the time first anniversary of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior to the date of this Agreement and on or before the second anniversary of the date of this Agreement; or (c) One Hundred Fifty Percent (150%) of Executive’s then-current annual base salary if the termination and for which occurs after the Executive has not yet been paidsecond anniversary of the date of this Agreement. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed Any unvested share options or restricted shares granted to the Executive under any share plan will vest and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed thatbecome immediately exercisable; provided, notwithstanding however, that any provisions of this paragraph (b) separate agreements between the Trust and in Executive governing the event vesting or forfeiture of share grants or options that are more favorable to the Executive obtains new employment during any period that shall control over the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunder.provisions of this Agreement. “Good

Termination Without Cause. Upon a termination of Executive’s employment by Employer may terminate this Agreement without “cause”, Executive shall be entitled to receive a payment equal to nine (9) months of his then current Base Salary (as defined below). For purposes of this Agreement, Executive’s “Base Salary” cause at any time shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or (ii) in a single lump payment within giving thirty (30) days prior written notice to Employee. "Without cause" termination shall include Employer's notice to Employee of its intent not to renew this Agreement in accordance with the provisions of Section 1 hereof. If Employer terminates this Agreement without cause, Employer shall pay Employee the following in accordance with Employer's payroll practices: (i) any earned but unpaid Base Salary and accrued paid time off through the effective date of Employee's termination; (ii) Employee's annual Base Salary over the subsequent 12 months (such 12 month period, the "Severance Period"); (iii) reimbursement of expenses incurred by Employee through the effective date of termination which are reimbursable pursuant to this Agreement; (iv) the Employee's vested portion of any Magellan deferred compensation or other benefit plan, as determined in accordance with the provisions of such termination. In addition, Employer shall, solely in the event the Executive determines to receive the amount plan; and (v) any other sums due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time owing Employee as of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which the Executive has not yet been paidtermination. The Executive shall have no duty payments to mitigate damages in connection with be made to Employee pursuant to this Section 6(c) shall, unless otherwise required to be made under the terms of a benefit plan, be contingent upon Employee executing and delivering to Magellan upon or as soon as practicable after the effective date of the termination of his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving employment a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and release in the event form attached to this Agreement as Exhibit B, and Employee not having given notice of cancellation thereof in accordance therewith during the Executive obtains new employment during any period that the Employer is obligated provided thereby. Employee may elect "COBRA coverage" so as to provide hospital, continue health, medical dental, and life vision insurance benefits hereunder during the Severance Period and such new employment provides beyond. If COBRA coverage is elected, Employer will continue to pay the Employer's contribution rate for hospital, the health, medical dental, and life vision insurance benefits in a manner substantially similar during the Severance Period as it does for continuing employees; it being understood that currently Employer makes no contribution to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderdental or vision insurance coverage for its employees.

Termination Without Cause. Upon a In the event of termination of the Executive’s employment hereunder by Employer without Company “cause”, Without Cause” (other than for a Termination for a Change of Control hereinafter separately provided for) the Executive shall be entitled to receive a payment equal to nine the following severance pay and benefits: (9i) months Severance Pay — severance payments in the form of his then current Base Salary (as defined below). For purposes continuation of this Agreement, Executive’s “Base Salary” at any time shall be the Executive’s annual base salary most recently approved by as in effect immediately prior to such termination for a period of 12 months commencing on the Board sixtieth (60th) day following the effective date of Directors of Employer or any committee thereof. Such amount shall, such termination. (ii) Benefits Continuation — continued coverage under the Company’s medical care and life insurance benefit plans in which the Executive is participating at the option time of termination, on the same terms as applicable to other executive employees of the Executive, be paid in either: (i) periodic paymentsCompany from time to time, over nine (9) months, in the same manner in period with respect to which the Executive’s Base Salary was base salary is continued as provided in Section 9(b)(i) hereof; provided, however, that the Company’s obligation to provide such coverages shall be terminated if the Executive obtains substitute coverage from another employer of the Executive at any time during the continuation period; the Executive shall be obligated to notify Company of any such substitute coverage and the date of commencement thereof promptly upon obtaining any such coverage; the Executive shall be entitled, at the expiration of the period of benefits continuation under this Section 9(b)(ii), to elect continued medical coverage upon timely election of COBRA continuation coverage, in accordance with Section 4980B of the Internal Revenue Code of 1986, as amended (or any successor provision thereto) with the Company premiums paid through at the time of such same percentage as prior to the Executive’s termination; or (ii) provided that, if COBRA continuation coverage is otherwise earlier terminated under applicable law, then, in a single lump payment within thirty (30) days lieu of such termination. In additioncoverage, Employer shall, solely the Company will pay its share of the monthly Company premium in effect prior to the event termination of COBRA continuation coverage directly to the Executive determines to receive each month for the amount due remainder of the relevant period. Any amounts paid by the Company on Executive’s behalf under this paragraph (bSection 9(b)(ii) in periodic payments, to continue to provide the Executive with the hospital, health, Executive’s medical care and life insurance benefits which shall be recorded as additional income pursuant to Section 6041 of the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive Code and shall also not be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunder.tax qualified treatment; and

Termination Without Cause. The Company may terminate the Executive’s employment for any reason, or no reason at all, at any time; provided, that upon a Termination Without Cause, the Company shall provide the compensation and benefits set forth in this Section ‎8. In the event of a Termination Without Cause, the Executive shall continue to be subject to the Confidentiality Agreement and the Non-Compete Agreement. Upon the Executive’s Termination Without Cause, unless the Company otherwise elects as set forth hereinbelow, the Company shall pay to the Executive, on the Termination Date, a termination lump sum amount, which is equal to the sum of (i) any Base Salary and bonus compensation earned but unpaid as of the Termination Date; plus (ii) the balance of Executive’s employment by Employer without “cause”Base Salary through the end of the then existing Term; and (iii) reimbursement of business expenses to which the Executive is entitled pursuant to Section ‎5 as of the Termination Date. Notwithstanding the foregoing, upon termination, in lieu of a lump sum amount the Company may elect to continue paying to Executive the Base Salary through the remainder of the then existing Term in accordance with customary Company payroll policies. The Company shall also pay the Executive any amounts due to the Executive pursuant to the terms of any Benefit Plans in which the Executive was a participant, in accordance with the terms of such plans. In addition, provided the Executive properly elects COBRA continuation coverage, the Company shall reimburse the Executive for the cost of COBRA premiums for health care coverage for the Executive and the Executive’s spouse and children, as applicable and to the extent eligible for any elected coverage, for up to six (6) months following the Termination Date. In addition, the Executive shall be entitled to receive a payment equal to nine (9) months of his then current Base Salary (any vested benefits under the Restricted Stock Award Agreement as defined below). For purposes of this Agreement, Executive’s “Base Salary” at any time shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid Termination Date in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or (ii) in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive accordance with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderterms thereof.

Termination Without Cause. Upon a termination of The Executive’s 's employment by Employer without “cause”, Executive shall under this Agreement may be entitled to receive a payment equal to nine (9) months of his then current Base Salary (as defined below). For purposes of this Agreement, Executive’s “Base Salary” terminated at any time shall be the Executive’s annual salary most recently approved by the Board Company, without cause, upon fourteen (14) days' written notice to the Executive (such termination referred to throughout this Agreement as a "Termination Without Cause"). In the event of Directors any such Termination Without Cause, the Company agrees to pay to the Executive as severance pay, an amount equal to the greater of Employer or any committee thereof. Such amount shall, (x) Executive's base salary (at the option then current rate) for the remainder of the Executive, be paid in either: Term or (iy) periodic payments, over nine twelve (912) months, in the same manner in which the Executive’s Base Salary was paid months base salary (at then current rate) plus pro rata performance bonus earned and unpaid through the time of such termination; or (ii) in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time date of such termination for the period that and any business expenses and other fringe benefits otherwise due to the Executive continues to receive such periodic payments(the "Severance Payment"). The Severance Payment shall be payable in equal monthly installments commencing on the first day of each month following the date of termination, for as many months as required by the immediately foregoing sentence. The Executive shall also be entitled to payments payment for periods or partial periods that occurred prior to (i) any bonus earned in the date year preceding such termination but not yet paid and (ii) accrued but unused vacation days during the year such termination occurs. All other obligations of termination the Employer under this Agreement shall automatically cease, and for which the Executive has shall not yet been paid. The Executive shall have no duty be entitled to mitigate damages in connection with his termination by Employer without “cause”. Howeverany other salary, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due payments or benefits otherwise payable under this paragraph (b)Agreement, no further amounts shall be owed to except as otherwise required by law. By way of example, if the Executive were to resign for Good Reason or terminated Without Cause on January 31, 2006, then the Executive would receive as a Severance Payment equal to five (5) months base salary at the rate of $400,000 and twelve (12) months base salary at the Employer shall have no further obligation rate of $460,000 plus the Executive would be entitled to provide any further benefits 7/12 of his performance bonus, if any, based on the Company's Free Cash Flow as of the First Anniversary Date. Such pro rated bonus, if any, would be due and payable to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in no later than 45 days following the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderFirst Anniversary Date.

Termination Without Cause. Upon a termination The Company at any time without prior written notice may terminate Executive’s employment without cause. In the event Executive’s employment is terminated without cause, Executive shall receive payment for all earned but unpaid Base Salary as of Executive’s employment by Employer without “cause”termination date (which for purposes of this Section 4(e), Executive shall be the date specified by the Board); accrued but unused vacation time as of Executive’s termination date; the amount of any unreimbursed expenses described in Section 2(f), which were incurred by Executive before his termination date; and benefits the Executive is then entitled to receive under applicable benefit plans of the Company. All of the foregoing payments and benefits shall be paid less all applicable federal, state or local taxes and other normal payroll deductions, if any. In the event Executive’s employment is terminated without cause under this Section 4(e), and provided that Executive has executed a general release in form and substance satisfactory to the Company and substantially similar to Exhibit A hereto, the Company also shall provide to Executive as severance (i) the payment of an amount equal to nine Executive’s highest Base Salary during the twelve (912) month period prior to the termination date, and the target Bonus for the year in which such termination of employment occurs, less all applicable federal, state, or local taxes and other normal payroll deductions, payable in equal installments on the Company’s regular pay schedule over a period of twelve (12) months; (ii) continuation of Executive’s participation in the Company’s health and welfare benefits (other than disability benefits) until the earlier of (x) twelve (12) months following Executive’s termination or (y) such time as Executive is covered by comparable programs of a subsequent employer; (iii) continuation of Executive’s participation in any management perquisites applicable to Executive until the earlier of (x) twelve (12) months following Executive’s termination or (y) such time as Executive is covered by comparable perquisites of a subsequent employer; (iv) the payment to Executive, at the end of the fiscal year in which Executive’s termination occurs, of a pro rata portion of Executive’s target Bonus for the year in which Executive’s termination occurs, prorated for Executive’s actual employment period during such year and adjusted for performance; and (v) the provision of not less than eighteen (18) months of his then current executive-level outplacement services at Company expense; provided, however, the expense for such services in any calendar year shall not exceed eighteen percent (18%) of the amount equal to Executive’s highest Base Salary during the twelve (as defined below). For purposes of this Agreement, Executive’s “Base Salary” at any time shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: (i12) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or (ii) in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the month period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior to the termination date and the target Bonus for the year in which such termination occurs. Except as specifically provided in this Section 4(e), no other compensation of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum any kind or severance or other payment of any amounts which may become due kind shall be payable by the Company after such termination date and all benefits provided by the Company to Executive under this paragraph (b), no further amounts Agreement or otherwise shall be owed to cease as of the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereundertermination date.

Termination Without Cause. 12.5.1 The Board may terminate this Agreement without cause, upon forty-five (45)days written notice to the Superintendent. Upon exercising its option under this subsection, the Board shall pay to the Superintendent the salary and other benefits described below and shall advise the public and prospective employers that the Superintendent was terminated under a termination provision of Executive’s employment by Employer this contract that does not require cause. 12.5.2 Except as provided in Government Code Section 53260(b), if the Board terminates this Agreement without “cause”cause and the Superintendent resigns from all District employment, Executive the District shall be entitled to receive a payment pay the Superintendent the lesser of the salary the Superintendent would have received for the remainder of the unexpired term of this Agreement or monthly sums equal to nine the Superintendent’s current salary rate for a period of twelve (912) months following the effective date of his then current Base Salary (termination. 12.5.3 Except as defined belowprovided in Government Code Section 53260(b). For purposes of this Agreement, Executive’s “Base Salary” at any time shall be the Executive’s annual salary most recently approved by if the Board of Directors of Employer or any committee thereof. Such amount shallterminates this Agreement without cause and the Superintendent resigns from all District employment, at the option of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or (ii) in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, District shall continue to provide the Executive Superintendent with the hospital, health, medical health and life insurance welfare benefits which coverage in the Executive is receiving at the time amount shown in Section 7 of such termination this Agreement for the period remainder of the unexpired term of this Agreement or for twelve (12) months, whichever is less. However, health and welfare benefits coverage shall be terminated when the Superintendent finds other employment of any kind which includes the provision of health and welfare benefits coverage, effective on the date that the Executive continues to receive such periodic payments. Executive shall also Superintendent would be entitled to payments for periods such benefit coverage. The Superintendent shall notify the District in writing immediately upon securing any other employment, including but not limited to employment as a direct hire and employment as a consultant or partial periods that occurred prior independent contractor through a contract to provide services. 12.5.4 If the Board terminates this Agreement without cause, and the Superintendent elects not to resign from District employment, but elects to return to a certificated position in the District in which she has permanence, the District shall provide to the Superintendent only monthly sums equal to the Superintendent’s current salary rate for a period of four (4) months following the effective date of the termination and for which of the Executive has not yet been paidAgreement. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. HoweverExcept as specifically provided herein, it is understood and agreed thatthe balance of the parties’ July 12, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b)2018 employment agreement, no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) remains unchanged and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereundereffect.

Termination Without Cause. Upon a termination of Executive’s employment In the event that Employee shall be terminated by Employer without “causeCause”, Executive shall resign for “Good Reason”, or shall be entitled to terminated in connection with a Change of Control then Employee shall receive a payment equal to nine (9) months from Employer following the date of his then current Base Salary (as defined below). For purposes of this Agreementsuch termination, Executive’s “Base Salary” at any time shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shallwith appropriate deductions and withholdings, at the option of the Executive, be paid in either: (i) periodic paymentsthe compensation required by Paragraph 2(a) of this Agreement for a period of six (6) months from the date of termination (the “Severance Period”) payable semi-monthly in accordance with Employer’s regular payroll practices, over nine and (9ii) monthsCOBRA premium until the earlier of the expiration of three (3) months from the termination date or until Employee finds another job that provides at least substantially similar health insurance, (subsection (i) and (ii) of this Paragraph 3(b) shall be referred to collectively herein as the “Six Months Severance”), plus all accrued but unpaid salary and vacation time and any applicable quarterly bonus which has been earned but not yet paid to the date of termination. The first installment will be paid on the first regular semi monthly payroll date following the 30th day after the termination date provided that the Severance Agreement and General Release of All Claims agreement in the same manner form attached as Exhibit B as well as the termination certificate in which the Executiveform attached as Exhibit A has been signed by Employee and delivered to Employer within 22 days and not revoked within the 7 day revocation period. In the event that Employee shall be terminated by Employer without “Cause” and in connection with a Change of Control, then the amount of the unvested Grant granted under Paragraph 2(c) of this Agreement shall acceleration by six (6) months (the “Acceleration Severance”). The Accelerated Severance and the Six Months Severance are referred to herein as the “Severance”. The foregoing Six Months Severance shall be reduced by the amount of any other compensation earned by the Employee during the Severance Period as a result of his employment. Employee’s Base Salary was paid through eligibility for Severance (whether Six Months Severance and/or Acceleration Severance) is conditioned on Employee and Employer having first signed the Severance Agreement and General Release of All Claims agreement in the form attached as Exhibit B and Employee having first signed a termination certificate as provided for in Paragraph 4 in the form of Exhibit A. Notwithstanding anything herein to the contrary, if at the time of Employee’s termination of employment with Employer, Employee is a “specified employee” as defined in Code Section 409A and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Code Section 409A, then Employer will, if requested by Employee in writing at the time of Employee’s termination; , defer the commencement of the payment of any such payments or benefits hereunder (iiwithout any reduction in such payments or benefits ultimately paid or provided to Employee except as set forth herein) until the date that is six (6) months following Employee’s termination of employment with Employer (or the earliest date as is permitted under Code Section 409A) (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 3b (whether they would have otherwise been payable in a single lump payment within thirty (30) days sum or in installments in the absence of such termination. In additiondelay) shall be paid to Employee in a lump sum on the first business day after the end of the Delay Period, Employer shall, solely in the event the Executive determines to receive the amount and any remaining payments and benefits due under this paragraph (b) Agreement shall be paid or provided in periodic payments, continue to provide the Executive accordance with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination normal payment dates specified for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderthem herein.

Termination Without Cause. Upon (This Section P does not apply to a termination without cause that occurs within three (3) months prior to a Change of ExecutiveControl and in relation or connection to that Change of Control or within twelve (12) months after a Change of Control – such terminations are covered by Section M). The Company may terminate your employment without cause at any time upon providing you with the notice or pay in lieu of notice to which you are entitled under the Statutory Notice. In exchange for and conditional upon you signing and returning a full and final Release of all claims in the form attached hereto as Schedule C, the Company will provide you with notice or pay in lieu of notice beyond that required by the Statutory Notice – in particular, the Company will provide you with working notice of termination (in which case all of your terms and conditions of employment including compensation and benefits, subject to the applicable insurer’s terms of coverage, will continue during the working notice period, or Base Salary continuance, or a lump sum payment of Base Salary, or an equivalent combination of any of the foregoing, in the amount of twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company, up to a combined maximum of eighteen (18) months (the “Notice Period”). It is within the Company’s sole discretion to decide whether to provide working notice, Base Salary Continuance, or a lump sum payment of Base Salary, or a combination of the foregoing, for the Notice Period. The Notice Period is inclusive of, and not in addition to, the Statutory Notice. If the Company elects to provide Base Salary Continuance or a lump sum payment of Base Salary for all or part of the Notice Period, the portion of the Notice Period covered by such payment(s) shall be defined as the “Payment Period”. The parties further agree as follows, also conditional upon you signing and returning a full and final Release of all claims in the form attached hereto as Schedule C: (i) subject to the applicable insurer’s terms of coverage, the Company will arrange for you to continue to receive group benefits insurance coverage up to the earlier of (i) the end of the Notice Period, or (ii) the date you commence full-time employment. In the event the insurer does not continue coverage, the Company will pay you an amount equivalent to the cost of the monthly premiums the Company would have paid on your behalf for the group benefits insurance coverage that are terminated; (ii) you will receive an Average Bonus pro-rated for the period of the calendar year that you actually worked, up to your last day at work, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. Payment of your pro-rated Average Bonus will be within four (4) weeks of the termination date provided that if a bonus has not yet been determined for the preceding completed calendar year, the Company will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice so that the Average Bonus can then be determined and paid. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period; (iii) the Company will pay the contributions to your retirement savings plan the Company would have paid on your behalf during the Notice Period; and (iv) notwithstanding any provision in this Agreement or in the Pre-IPO Equity Plan, the Amended and Restated 2014 Equity Incentive Plan and any subsequent incentive compensation plan to the contrary, the Company will extend the vesting and exercise rights of your vested and unvested options and other deferred compensation as follows: a. for stock options granted under the Pre-IPO Equity Plan and any prior stock option plan, the stock options will continue vesting until the end of the Notice Period, at which time all unvested options will be null and void, and all vested stock options will be exercisable until the earlier of the original expiry date of the options and the date that is three (3) months following the end of the Notice Period; and b. for stock options and other deferred compensation granted under the Amended and Restated 2014 2014 Equity Incentive Plan and any subsequent incentive compensation plan, the stock options and other deferred compensation will continue to vest for a period of three (3) months after the date your employment by Employer without “cause”, Executive shall terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry date of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payment in lieu of notice provided to you will be inclusive of any termination or severance pay owing to you under applicable employment standards legislation and subject to statutory withholdings and other regular payroll deductions. You will not be entitled to receive a payment equal to nine any further pay or compensation except (9i) months of his then current Base Salary (as defined below). For purposes of expressly set out in this Agreement, Executive’s “Base Salary” at any time shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or and (ii) in a single lump payment within thirty (30) days of such termination. In additionthe pay, Employer shallif any, solely in the event the Executive determines to receive the amount due accrued and owing under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior Agreement up to the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderyour employment.

Termination Without Cause. Upon CONSTRUCTIVE TERMINATION WITHOUT CAUSE OR NON-RENEWAL BY THE Company. In the event the Executive's employment is terminated by the Company without Cause, other than due to Disability or death, there is a termination Constructive Termination without Cause or the Company gives notice of Executive’s employment by Employer without “cause”non-renewal pursuant to Section 2 above, the Executive shall be entitled to receive the following benefits: (i) Base Salary through the date of termination; (ii) pro-rata Annual Incentive Award for the year of termination, award based on the target bonus for such year, payable promptly following such termination; (iii) a lump sum payment in an amount equal to nine the greater of (9A) months the Executive's Base Salary for the remainder of the term (without regard to early termination thereof) or (B) two times the Executive's Base Salary, determined as provided in the last paragraph of this Section 11(d), payable promptly following such termination; (iv) a lump sum payment in an amount equal to the greater of (A) the Executive's Base Salary for the remainder of the term (without regard to early termination thereof), multiplied by the applicable target bonus opportunity percentage or (B) two times the Executive's Annual Incentive Award, based on the target bonus for the year of termination, payable promptly following such termination; (v) all outstanding options shall become fully vested and exercisable and shall remain exercisable through the end of their originally scheduled term; and (vi) continued participation in all medical, dental, vision and hospitalization insurance coverage for himself, his spouse and eligible dependents and in all other employee and senior-level executive benefit plans or programs in which he was participating on the date of the termination of his then current Base Salary employment for a period equal to the greater of (as defined below)A) the remainder of the term or (B) 24 months following termination of employment; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described above shall be secondary to those provided under such other plan during such applicable period of eligibility. In the event the Company's plans do not permit continuation of the Executive's participation following his termination, the Company shall provide the Executive with an amount which, after taxes, is sufficient for him to purchase equivalent benefits. For purposes of this AgreementSection 11(d)(iv) and (v) above, Executive’s “Base Salary” at any time Salary shall be the Executive’s annual salary most recently approved determined by the Board of Directors of Employer or any committee thereof. Such amount shall, Base Salary at the option of the Executive, be paid annualized rate in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or (ii) in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior to effect on the date of termination of the Executive's employment (subject to the last sentence of this paragraph) adjusted for any scheduled increase pursuant to Section 4 above. Such adjustment shall be made as follows: the aggregate scheduled remaining salary payments for the remaining Term of Employment (without regard to early termination thereof) shall be divided by the remaining months of the Term of Employment (without regard to early termination thereof) and for which the Executive has not yet been paidresulting monthly rate shall be multiplied by 12. The Executive shall have no duty For purposes of the first sentence of this paragraph, if, prior to mitigate damages in connection with his the termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under the Executive's employment pursuant to this paragraph (bSection 11(d), no further amounts the Base Salary has been reduced, the Base Salary in effect on the date of termination of the Executive's employment shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits deemed to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated highest Base Salary in effect prior to provide hereunderany such reduction.

Termination Without Cause. Upon The BOARD may, for any reason, without cause or a termination hearing, terminate this Agreement at any time. In consideration for the exercise of Executive’s employment by Employer without “cause”this right, Executive the DISTRICT shall pay to the SUPERINTENDENT the remainder of any salary due under this Agreement, not to exceed twelve (12) months. Payment shall be entitled to receive a payment equal to nine (9) months of his then current Base Salary (as defined below)made in one lump sum unless the parties agree otherwise. For the purposes of this Agreement, Executivethe term “salary” shall include only the SUPERINTENDENT’s “Base Salary” at regular monthly base salary and shall not include the value of any time other stipends, reimbursements or benefits received under this Agreement except as described in Section 9-A. Payment made pursuant to this termination without cause provision may be subject to applicable payroll deductions and treated as compensation for state and federal purposes. Payment made pursuant to this termination without cause provision shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer or considered as final settlement pay and shall not count for any committee thereofretirement purposes; accordingly, no deductions shall be made for retirement purposes. Such amount shall, at the option of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or (ii) in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive The SUPERINTENDENT shall also be entitled to payments for periods DISTRICT-paid health and welfare benefits set forth in Section 9-A as those benefits may change from time-to-time, until expiration of this Agreement, a period of twelve (12) months, or partial periods until the SUPERINTENDENT obtains other employment, whichever occurs first. The parties agree that occurred prior any damages to the date SUPERINTENDENT that may result from the BOARD’s early termination of this Agreement cannot be readily ascertained. Accordingly, the parties agree that the payment made pursuant to this termination without cause provision, along with the DISTRICT’s agreement to provide health benefits, constitutes reasonable liquidated damages for the SUPERINTENDENT, fully compensates the SUPERINTENDENT for all tort, contract and for which the Executive has other damages of any nature whatsoever, whether in law or equity, and does not yet been paidresult in a penalty. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment parties agree that the DISTRICT’s completion of any amounts which may become due its obligations under this paragraph (b), no further amounts shall be owed provision constitutes the SUPERINTENDENT’s sole remedy to the Executive fullest extent provided by law. Finally, the parties agree that this provision meets the requirements governing maximum cash settlements as set forth in Government Code sections 53260, et seq. Notwithstanding any other provision of this Agreement to the contrary, if the BOARD believes, and subsequently confirms through an independent audit, that the SUPERINTENDENT has engaged in fraud, misappropriation of funds, or other illegal fiscal practices, then the BOARD may terminate the SUPERINTENDENT and the Employer SUPERINTENDENT shall have no further obligation to provide any further benefits not be entitled to the Executivecash, salary payment, health benefits or other non-cash settlement as set forth above. It The provision is also understood and agreed that, notwithstanding any intended to implement the requirements of Government Code section 53260(b). The provisions of Government Code section 53260 are incorporated into this paragraph (b) and in Agreement by this reference. Pursuant to Government Code section 53243.2, the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar SUPERINTENDENT shall fully reimburse to the benefits DISTRICT any funds which she receives pursuant to be provided by Employer hereunderthis section of the Agreement, Employer may permanently resulting from the BOARD’s decision to terminate the duplicative benefits it SUPERINTENDENT without cause, if the SUPERINTENDENT is obligated to provide hereunderconvicted of a crime involving the abuse of her powers of office. If the DISTRICT funds the criminal defense of the SUPERINTENDENT against charges involving the abuse of her office or position, and the SUPERINTENDENT is then convicted of those charges, the SUPERINTENDENT shall fully reimburse the DISTRICT for all DISTRICT funds paid for her criminal defense.

Termination Without Cause. Upon In the event Executive’s employment with the Company is terminated by the Company without Cause, the Company shall pay Executive an amount equal to his Base Annual Salary for the year in which the termination occurs in a termination lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(d) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(d) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s employment by Employer without “cause”Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to receive a payment equal all benefits under Section 5(d) subject to nine (9) months of his then current Base Salary (as defined below). For purposes of this Agreement, Executive’s “Base Salary” at any time shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option terms and conditions of the Executiveapplicable plan documents and arrangements, be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the as amended from time of such termination; or (ii) in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereundertime.

Termination Without Cause. Upon a termination (a) The Board of Directors may, at its discretion, terminate Executive’s employment by Employer without “cause”, duties and responsibilities as Chief Executive Officer. Such action shall require a majority vote of the entire Board of Directors and shall be entitled effective immediately upon delivery to receive a payment equal to nine (9) months Executive of his then current Base Salary (as defined below). For purposes written notice of this Agreement, Executive’s “Base Salary” at any time shall be the Executive’s annual salary most recently approved action by the Board of Directors Directors, or at such other time as may be agreed upon by both parties to this Agreement. Following such termination, all rights, obligations and duties of Employer or any committee thereof. Such amount shallboth parties relative to this Agreement shall cease, at except that, for the option of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in the same manner month in which the Executive’s Base Salary was paid through duties were terminated and for the time of two (2) year period following, the Bank shall continue to pay Executive his then current salary and shall continue his family health, vision, dental and life insurance coverages on the same schedule as if the employment has not been terminated. The Bank shall also pay to Executive two (2) times the annual incentive bonus payable under the then-current incentive bonus plan calculated based upon one hundred percent (100%) goal achievement for the calendar year in which such termination; or (ii) in a single lump payment within thirty (30) days of such terminationemployment is terminated. In addition, Employer shallall unvested Restricted Stock Awards, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time Stock Options or other equity awards shall become fully vested as of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior to the date of termination regardless of the vesting schedule associated with such awards. Such continuation of pay and medical and disability insurance shall constitute an agreed upon termination payment to Executive and shall be made in all instances in which there is a “termination without cause” under this Paragraph 7(a). Throughout this period, Executive shall not be required to perform any duties for which the Bank, or report to work. At no cost to the Executive, the Executive has shall, however, demonstrate good faith in cooperating and assisting with the transitioning of projects and communication of information concerning endeavors with which he had been involved on behalf of the Bank. In the event that Executive secures other employment prior to the expiration of the termination payment set forth in this Section 7 (a), said termination payment shall terminate coincident with the date upon which such other employment commences, except that the difference, if any, between the Executive’s former rate of compensation and the rate which is applicable to the new position shall continue to be paid to the Executive until conclusion of the time period set forth herein. Executive, however, shall be under no obligation to seek other employment prior to the expiration of this termination payment. Notwithstanding the terms set forth herein, nothing shall prohibit Executive from seeking other employment or acting in a consulting capacity for or with any other employer prior to the expiration of the termination payment, provided that engaging in consulting activities shall not yet been paidcause Bank to be relieved from making the payments required by this Section. The Executive and Bank shall have no duty other obligations to mitigate damages this other hereunder, except for those provided for in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph Section 11. (b) and The payments made in 7(a) above by the event Bank are conditioned upon the Executive obtains new employment during resigning from all positions held as a director, officer and employee at the Bank and all its subsidiaries. (c) Except as set forth in this Section 7, the Executive shall not be entitled to any period that the Employer is obligated to provide hospital, health, medical and life insurance other payments or benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderfrom Bank following his Termination without Cause.

Termination Without Cause. Upon a termination If the Company elects to terminate your employment for reasons other than just cause, then it may do so, for any reason not prohibited by statute, by providing you with the following: (a) The greater of: i. seventy eight weeks’ notice or payment of Executive’s employment by Employer without “cause”, Executive shall be entitled to receive a payment equal to nine (9) months of his then current Base Salary (as defined below). For purposes of this Agreement, Executive’s “Base Salary” at any time shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time lieu of such terminationnotice; and ii. the minimum amount of notice or (ii) pay in a single lump payment within thirty (30) days lieu of such termination. In additionnotice as is required to be provided to you pursuant to the provisions of Ontario Employment Standards Act, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph 2000; (b) one and a half times the average actual amounts paid as STI during the prior two years; (c) in periodic payments, continue addition to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination (b) pro rated STI for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior year worked to the date of termination and based on paragraph 5 (d) Any statutory severance pay that may be required to be provided to you pursuant to the provisions of the Employment Standards Act, 2000; and (e) The continuation of any statutorily prescribed benefits for which the Executive has not yet been paidminimum amount of time prescribed by the provisions of the Employment Standards Act, 2000. The Executive Employee understands and agrees that as a condition of receiving any payments pursuant to the above paragraph 8(ii)(a) that exceed the statutory entitlements provided by the ESA, the Employee will be required to execute a release in favor of the Company, immediately execute written resignations from any position as officer or director of the Company or any of its subsidiaries and affiliates, as well as immediately comply with section 7 of the Intellectual Property and Confidential Information Agreement. The Employee also understands and agrees that the Employee shall have no duty be obligated to use all reasonable efforts to mitigate any and all damages suffered as a result of termination, with all remuneration received as a result of such mitigation forming a credit to those payments that are due by the Company to the Employee pursuant to paragraph 8(ii)(a), which are in connection excess of the statutory entitlements provided by the ESA. If you are then participating in any incentive compensation plan/program, then incentive compensation (if any) owing to you will be calculated and paid out in the usual manner and at the usual time in accordance with his the terms of the applicable plan/program then in effect, but subject to the terms and conditions of the applicable plan on termination by Employer without “cause”or resignation of employment. HoweverNotwithstanding anything in this agreement, it is understood and agreed that, upon receiving a lump sum payment the Company guarantees that you will at all times receive your minimum entitlements under the governing employment standards legislation in force at the time of your termination from employment. Any payments made pursuant to the above provisions are in full satisfaction of any amounts owing to you including statutory entitlements and common law damages in any way related to your employment. You specifically acknowledge that by entering into this agreement you are hereby forfeiting your right to claim common law notice of termination, which may become due under this paragraph (b), no further amounts shall be owed greater than the amount of notice required to be provided to you pursuant to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in Agreement. These termination provisions will apply throughout your employment with the event the Executive obtains new employment during Company regardless of any period that the Employer is obligated changes to provide hospitalyour salary, healthbenefits, medical and life insurance benefits hereunder and such new employment provides for hospitalposition title, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderor job responsibilities.

Termination Without Cause. Upon a termination of At any time the Company shall have the right to terminate the Executive’s 's employment hereunder by Employer without “cause”written notice to the Executive; provided, however, that, the Company shall pay the Executive shall be entitled to receive a payment equal to nine (9) months of his then current any unpaid Base Salary accrued through the effective date of termination specified in such notice and shall pay the Executive severance payments and provide him with severance benefits as follows: (as defined below). For purposes of this Agreement, Executive’s “a) The Company shall pay the Executive his Base Salary” at any time shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in twelve equal installments, with the same manner first such installment commencing on such effective date; provided, however, that in which no event shall the Executive’s Base Salary was paid through Company be obligated to continue such payments beyond the time of such termination; or (ii) in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph Initial Term. (b) in periodic paymentsFor a two (2) year period after the effective date of termination, continue the Company shall arrange to provide the Executive with benefits substantially similar to the hospitalbenefits that the Executive was then currently receiving or entitled to receive under the Company's life, healthdisability, medical accident and life group health insurance benefits plans or any similar plans in which the Executive was participating immediately prior to such effective date of termination ("Welfare Benefits") at a cost to the Executive which shall be no greater than the cost to the Executive in effect at such effective date of termination; provided, however, that to the extent any such coverage is receiving at prohibited by any judicial or legislative authority, the time Company shall make alternative arrangements to provide the Executive with Welfare Benefit Plans, including, but not limited to, providing the Executive with a payment in an amount equal to the Executive's cost of purchasing said Welfare Benefits. Benefits otherwise receivable by the Executive pursuant to the immediately preceding sentence shall be reduced to the extent comparable benefits are actually received on the Executive's behalf during the two (2) year period following the Executive's termination, and such termination benefits actually received by the Executive shall be reported to the Company. Notwithstanding anything set forth in this Section 5.4(b), in no event will the Company be obligated to pay a greater annual amount for the Welfare Benefits during such two (2) year period that than it paid for such Welfare Benefits in the last year of the Executives employment hereunder. The Company shall have no further liability to the Executive continues to receive such periodic payments. Executive shall also be entitled to payments hereunder (other than for periods or partial periods that occurred reimbursement for reasonable business expenses incurred prior to the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. Howevertermination, it is understood and agreed thatsubject, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b)however, no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderSection 4.1).

Termination Without Cause. Upon a termination Provided that not less than six (6) months have elapsed since the effective date of this Agreement, if Executive’s employment is thereafter terminated by Employer without “cause”the Company (other than for Cause), Executive shall will be entitled to all accrued and unpaid Base Salary, accrued prior year bonuses and other accrued benefits and expense reimbursements through the date of termination, plus she will be entitled to receive the following severance benefits: (i) Executive will be entitled to receive a payment severance amount equal to nine (9) months of his her then current Base Salary for a period of six (6) months from the date of termination, plus a bonus equal to the greater of (a) Executive’s most recent Discretionary Bonus or (b) three (3) months of Base Salary, both to be paid within five (5) business days from the date of termination; and (ii) Company will provide Executive with the same or similar health care benefits (including life, dental, and vision, if any) as defined below)provided to Executive at the time of termination, such health care benefits to be provided for a period of six (6) months from the date of termination; and (iii) All non-vested equity awards granted to Executive will immediately vest and any stock options which are the subject of such awards will be exercisable for a period of three months following such termination in accordance with the Company’s 2016 Stock Incentive Plan or any similar plan as the Company may adopt from time to time which such equity award was granted under. For purposes of this Agreement, Executive’s “Base Salary” at any time shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: (i) periodic payments, over nine (9) months, any material reduction in the same manner in which the Executive’s Base Salary was paid through responsibilities, duties, title or compensation of the time of such termination; Executive without the Executive’s written consent or (ii) in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in if the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed Company gives notice to the Executive and that it will not renew this Agreement pursuant to Section 2 hereof, shall be deemed an Effective Termination Without Cause. Upon termination of Executive’s employment without cause or upon the Employer shall have no Executive’s resignation as a result of an Effective Termination Without Cause, except for the obligations set forth in this subsection 5a., the obligations of the Company to make any further obligation payments or to provide any further benefits to Executive under this Agreement will cease and terminate. If the Executive. It is also understood and agreed thatindependent members of the Board of Directors unanimously determine, notwithstanding any provisions of this paragraph (b) and in the event at their sole election, that the Executive obtains new employment during any period that the Employer is obligated to provide hospitalhas materially not met her obligations as set forth in Section 1 above, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar but not to the benefits full extent required to trigger termination for Cause as defined in subsection 5d., then termination of the Executive will be deemed to be provided by Employer hereunder, Employer may permanently terminate a resignation and governed under the duplicative benefits it is obligated to provide hereunderterms of subsection 5b.

Termination Without Cause. Upon The Board may terminate this Agreement without reason, cause or a hearing upon forty-five (45) calendar days written notice to the CBO. In consideration for the exercise of this right, the District shall pay to CBO from the date of termination until the expiration of Executive’s employment by Employer without “cause”this Agreement (section 1 TERM above), Executive shall be entitled to receive or for a payment period of six (6) months, whichever is less, a sum equal to nine (9) months the difference between CBO’s salary at the rate in effect during the CBO’s last month of his then current Base Salary (service and the amount which the CBO earns from any other employment as defined below)CBO for an educational agency. As a condition of payment, the CBO shall make reasonable efforts to seek other employment in a timely manner and to notify the Superintendent in writing immediately if the CBO earns income from any employment as CBO of an educational agency. For purposes of this Agreement, Executivethe term “salary” shall include only the CBO’s “Base Salary” at regular monthly base salary (section 4A above) and shall not include the value of any time other reimbursements or benefits received under this Agreement. All payments made pursuant to this termination without cause provision shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer subject to applicable payroll deductions and shall be treated as compensation for state and federal tax purposes. No payments made pursuant to this early termination provision shall constitute creditable service or creditable compensation for retirement purposes. Payments made pursuant to this termination without cause provision shall be considered as final settlement pay and shall not count for any committee thereofretirement purpose; accordingly, no deductions shall be made for retirement purposes. Such amount shall, at the option of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or (ii) in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive The CBO shall also be entitled to payments for periods District-paid health benefits, as those benefits may change from time-to-time, until expiration of this Agreement, a period of six (6) months, or partial periods until the CBO obtains other employment which provides health benefits, whichever occurs first. The parties agree that occurred prior any damages to the date CBO that may result from the Board’s early termination of this Agreement cannot be readily ascertained. Accordingly, the parties agree that the payments made pursuant to this termination without cause provision, along with the District’s agreement to provide paid health benefits, constitutes reasonable liquidated damages for the CBO, fully compensates the CBO for all tort, contract and for which the Executive has other damages of any nature whatsoever, whether in law or equity, and does not yet been paidresult in a penalty. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment parties agree that the District’s completion of any amounts which may become due its obligations under this paragraph (b), no further amounts shall be owed provision constitutes the CBO’s sole remedy to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be fullest extent provided by Employer hereunderlaw. Finally, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderparties agree that this provision meets the requirements governing maximum cash settlements as set forth in Government Code section 53260, et seq.

Termination Without Cause. Upon (This Section P does not apply to a termination without cause that occurs within three (3) months prior to a Change of ExecutiveControl and in relation or connection to that Change of Control or within twelve (12) months after a Change of Control – such terminations are covered by Section M). The Company may terminate your employment without cause at any time upon providing you with the notice or pay in lieu of notice to which you are entitled under the Statutory Notice. In exchange for and conditional upon you signing and returning a full and final Release of all claims in the form attached hereto as Schedule C, the Company will provide you with notice or pay in lieu of notice beyond that required by the Statutory Notice – in particular, the Company will provide you with working notice of termination (in which case all of your terms and conditions of employment including compensation and benefits, subject to the applicable insurer’s terms of coverage, will continue during the working notice period, or Base Salary continuance, or a lump sum payment of Base Salary, or an equivalent combination of any of the foregoing, in the amount of twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company, up to a combined maximum of eighteen (18) months (the “Notice Period”). It is within the Company’s sole discretion to decide whether to provide working notice, Base Salary Continuance, or a lump sum payment of Base Salary, or a combination of the foregoing, for the Notice Period. The Notice Period is inclusive of, and not in addition to, the Statutory Notice. If the Company elects to provide Base Salary Continuance or a lump sum payment of Base Salary for all or part of the Notice Period, the portion of the Notice Period covered by such payment(s) shall be defined as the “Payment Period”. The parties further agree as follows, also conditional upon you signing and returning a full and final Release of all claims in the form attached hereto as Schedule C: (i) subject to the applicable insurer’s terms of coverage, the Company will arrange for you to continue to receive group benefits insurance coverage up to the earlier of (i) the end of the Notice Period, or (ii) the date you commence full-time employment. In the event the insurer does not continue coverage, the Company will pay you an amount equivalent to the cost of the monthly premiums the Company would have paid on your behalf for the group benefits insurance coverage that are terminated; (ii) you will receive an Average Bonus pro-rated for the period of the calendar year that you actually worked, up to your last day at work, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. Payment of your pro-rated Average Bonus will be within four (4) weeks of the termination date provided that if a bonus has not yet been determined for the preceding completed calendar year, the Company will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice so that the Average Bonus can then be determined and paid. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period; (iii) the Company will pay the contributions to your retirement savings plan the Company would have paid on your behalf during the Notice Period; and (iv) notwithstanding any provision in this Agreement or in the Pre-IPO Equity Plan, the Amended and Restated 2014 Equity Incentive Plan and any subsequent incentive compensation plan to the contrary, the Company will extend the vesting and exercise rights of your vested and unvested options and other deferred compensation as follows: a. for stock options granted under the Pre-IPO Equity Plan and any prior stock option plan, the stock options will continue vesting until the end of the Notice Period, at which time all unvested options will be null and void, and all vested stock options will be exercisable until the earlier of the original expiry date of the options and the date that is three (3) months following the end of the Notice Period; and b. for stock options and other deferred compensation granted under the Amended and Restated 2014 Equity Incentive Plan and any subsequent incentive compensation plan, the stock options and other deferred compensation will continue to vest for a period of three (3) months after the date your employment by Employer without “cause”, Executive shall terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry date of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payment in lieu of notice provided to you will be inclusive of any termination or severance pay owing to you under applicable employment standards legislation and subject to statutory withholdings and other regular payroll deductions. You will not be entitled to receive a payment equal to nine any further pay or compensation except (9i) months of his then current Base Salary (as defined below). For purposes of expressly set out in this Agreement, Executive’s “Base Salary” at any time shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or and (ii) in a single lump payment within thirty (30) days of such termination. In additionthe pay, Employer shallif any, solely in the event the Executive determines to receive the amount due accrued and owing under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior Agreement up to the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderyour employment.

Termination Without Cause. Upon a termination of At any time the Company shall have the right to terminate this Agreement and the Executive’s employment hereunder without Cause by Employer without “cause”written notice to the Executive; provided, however, that the Company shall (a) pay to the Executive shall be entitled any unpaid Base Salary accrued through the effective date of termination specified in such notice within ten days after such termination, and (b) subject to receive the execution by the Executive of a payment release agreement containing standard terms in the form attached hereto as Exhibit A, pay to the Executive, in monthly installments consistent with the Company’s normal payroll schedule during the six-month period following termination, subject to applicable withholding and other taxes, an amount equal to nine (9) six months of his then current Base Salary (as defined below). For purposes of this Agreement, Executive’s “Base Salary” at any time shall be the Executive’s annual salary most recently approved by then Base Salary, plus an amount equal to the Board COBRA premiums necessary to permit the Executive to continue group insurance coverage under the Company’s plans for a period of Directors of Employer or any committee thereofsix months. Such amount shall, at the option of the Executive, The Company shall be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which deemed to have terminated the Executive’s Base Salary was paid through employment pursuant to this Section 3.4 if such employment is terminated by the time of such termination; or (ii) in a single lump payment within thirty (30) days of such terminationCompany without Cause. In addition, Employer shall, solely in The Company also shall reimburse the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred Executive’s reasonable business expenses incurred prior to the date of termination and for which the Executive has not yet been paidpursuant to this Section 3.4. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due Payments under this paragraph subparagraph (b) above shall be treated as a series of separate payments under Treasury Regulation Section 1.409A-2(b)(2)(iii), no further amounts are subject to required tax and other withholdings, and shall be owed conditioned upon the Executive’s execution of a general release of claims that becomes irrevocable within 60 days of the Executive’s termination date. Any payments due to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph under subparagraph (b) and in the event above shall be forfeited if the Executive obtains new employment during fails to execute a general release of claims that becomes irrevocable within 60 days after the Executive’s termination date. If the foregoing release is executed and delivered and no longer subject to revocation within 60 days after the termination date, then the following shall apply: (i) To the extent any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar payments due to the benefits Executive under subparagraph (b) above are not “deferred compensation” for purposes of Section 409A, then such payments shall commence upon the first scheduled payment date immediately after the date the release is executed and no longer subject to be revocation (the “Release Effective Date”). The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement had such payments commenced immediately upon the termination date, and any payments made thereafter shall continue as provided by Employer hereunderherein. The delayed payments shall in any event expire at the time such payments would have expired had such payments commenced immediately following the termination date. (ii) To the extent any payments due to the Executive under subparagraph (b) above are “deferred compensation” for purposes of Section 409A, Employer may permanently terminate then such payments shall commence upon the duplicative benefits it is obligated to provide hereunder60th day following the termination date. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon the termination date, and any payments made thereafter shall continue as provided herein. The delayed payments shall in any event expire at the time such payments would have expired had such payments commenced immediately following the termination date.

Termination Without Cause. At any time the Company shall have the right to terminate the Term of Employment by written notice to the Executive. Upon any termination pursuant to this Section 5.2, or upon any termination pursuant to Section 5.3 or Section 5.4, (that is not a termination under any of Executive’s employment by Employer without “cause”Sections 5.1, Executive 5.5 or 5.6), the Company shall be entitled to receive a payment equal to nine (9) months of his then current Base Salary (as defined below). For purposes of this Agreement, Executive’s “Base Salary” at any time shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: (i) periodic paymentspay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, over nine (9ii) months, in the same manner in which continue to pay the Executive’s Base Salary was paid through for a period of twelve (12) months from notice of termination hereunder (the time of such termination; or “Continuation Period”), (iiiii) in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospitalbenefits he/she was receiving under Section 4.2 hereof (the “Benefits”) through the end of the Continuation Period in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive and (iv) within thirty days of Executive’s termination, healthpay Executive for any unused vacation days accumulated as of the date of termination. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive’s employment pursuant to this Section 5.2, medical then the Company shall make a cash payment, within thirty days of Executive’s termination, equal to the value of the Benefits that otherwise would have accrued for the Executive’s benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and life insurance benefits conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the vesting of the Executive’s Stock Options, if any, shall be subject to the terms of any option agreement(s) to which the Executive is receiving at and the time of such termination Company are parties. The Company shall have no further liability hereunder (other than for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments reimbursement for periods or partial periods that occurred reasonable business expenses incurred prior to the date of termination and for which termination, subject, however, to the Executive has not yet been paidprovisions of Section 4.1). The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due For all purposes under this paragraph (b)Agreement, no further amounts the failure by the Company to offer to renew the Agreement following the expiration of the Initial Term or any Renewal Term on the same terms and conditions hereunder shall be owed treated as if the Company terminated this Agreement pursuant to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderSection 5.2.

Termination Without Cause. Upon a (a) Company may terminate Executive's employment relationship with Company at any time without Cause upon ninety (90) days written notice. Notwithstanding termination of Executive under this Section 10, Company shall continue to pay Executive’s 's Base Compensation, as such Base Compensation would have accrued through a twenty-four (24) month period following the expiration of the 90-day notice period and Fringe Benefits, if permitted by law and the Company's insurance plans at the time, and prorated Annual Bonus through the expiration of the 90-day notice period, and vested Stock and Stock Options (all of which will fully vest upon such termination), so long as Executive executes and does not revoke a Separation Agreement and General Release Agreement acceptable to Company which will be substantially in the terms and form attached hereto as Exhibit "A". (b) Executive may terminate his employment with Company for any or no reason, upon ninety (90) days written notice. If such notice is provided by Employer without “cause”Executive, Employer, in its sole discretion, may waive the notice period or any portion thereof, with pay (Base Compensation) and reimbursement by Company of Executive's COBRA premiums to Executive for the remaining notice period. Upon termination by Executive of his employment under the provisions of this Subsection 10(b), the Company shall have no obligation to Executive for Base Compensation, Annual Bonus, Fringe Benefits or any other form of compensation or benefits other than (a) amounts of Base Compensation, vested Stock and Stock Options accrued through the effective date of termination, and (b) reimbursement of appropriately documented expenses incurred by Executive before the termination of employment, to the extent that Executive would have been entitled to such reimbursement but for his termination of his employment. (c) Termination of Executive's employment pursuant to Sections 7 through 10 shall release the Company of all its liabilities and obligations under this Agreement, except as expressly provided in Sections 7 through 10. Termination of Executive's employment pursuant to this Section shall not, however, release Executive from Executive's obligations and restrictions as stated in Sections 11 and 12 of this Agreement. (d) Executive shall not be entitled to receive a any payment equal to nine (9) months of his then current Base Salary (or benefit under any Company severance plan other than as defined below). For purposes of this Agreementreflected herein under Section 10, Executive’s “Base Salary” at any time shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer practice or any committee thereof. Such amount shallpolicy, at the option of the Executive, be paid in either: (i) periodic payments, over nine (9) monthsif any, in the same manner in which the Executive’s Base Salary was paid through effect at or after the time of Executive's termination since this Agreement supersedes all such termination; or (ii) in a single lump payment within thirty (30) days of such termination. In additionplans, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical practices and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderpolicies.