Common use of Termination Without Cause Clause in Contracts

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. 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 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 Executive shall become immediately vested in his Stock Options. The Company 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 4.1.

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of EmploymentEmployment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 5.5 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.25.6), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s 's Base Salary for a period (the “ "Continuation Period”") through the date on which the Term of 12 months following the termination of the Executive’s employment with the Company, Employment would have ended pursuant to Section 2 hereof in the manner and at such time as the Base Salary otherwise would have been payable absence of an earlier termination pursuant to the Executivethis Section 5 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he he/she was receiving under Sections 4.2 and 4.4 hereof (the “"Benefits”") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive, and (iv) pay . In the event that the Company is unable to provide the Executive as a single lump sum payment, within 30 days with any Benefits required hereunder by reason of the Expiration Datetermination of the Executive's employment pursuant to this Section 5.4, a lump sum benefit then the Company shall pay the Executive cash equal to the value of the portion of his benefits Benefit that otherwise would have accrued for the Executive's benefit under any savingsthe plan, pension, profit sharing or deferred compensation plans that are forfeited for the period during which such Benefits could not be provided under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Periodplans. The Company’s '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 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 Executive shall become immediately vested continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his Stock Optionsemployment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs).

Termination Without Cause. At any time the Company Employer shall have the right upon ninety (90) days to terminate the Term and the Executive's employment hereunder without Cause by written notice to the Executive to terminate the Term of EmploymentExecutive. Upon any termination pursuant to this Section 5.4 10 (that is not a termination under any of Sections 5.17, 5.28, 5.39, 5.511 or 12), 5.6 Employer shall (A) pay the Executive a lump sum equal to one full year of the Executive's Annual Base Salary as of the date of termination; (B) pay Executive a lump sum equal to 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, for a period of one year after the date of termination or until and to the extent the Executive is covered by comparable Welfare Benefits, whichever occurs first, and in the event that the Company does such continued coverage is not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans allowed by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed law or the value of any Employer's Welfare Benefits that would have accrued under any plan shall be binding and 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. Furtherplans, the Executive shall become immediately vested in his Stock Optionsbe 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 other than for reimbursement for reasonable business expenses incurred prior to the date of termination, (subject, however, to the provisions of Section 4.15(a) and (d)). The Executive shall be entitled to receive all severance payments and benefits hereunder regardless of any future employment undertaken by the Executive as long as the Executive is in full compliance with the terms of this Agreement.

Termination Without Cause. At 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 the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew be the Executive’s Term annual salary most recently approved by the Board of Employment under Directors of Employer or any committee thereof. Such amount shall, at the terms option of section 2.2the Executive, the Company shall be paid in either: (i) pay to periodic payments, over nine (9) months, in the Executive any unpaid Base Salary through the effective date of termination specified same manner in such notice, (ii) continue to pay which the Executive’s Base Salary for was paid through the time of such termination; or (ii) in a period single lump payment within thirty (the “ Continuation Period”30) days of 12 months following the termination of the Executive’s employment with the Companysuch termination. In addition, Employer shall, solely in the manner and at such time as event the Base Salary otherwise would have been payable Executive determines to receive the Executiveamount due under this paragraph (b) in periodic payments, (iii) continue to provide the Executive with the hospital, health, medical and life insurance benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to which the Executive as a single lump sum payment, within 30 days is receiving at the time of such termination for the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans period that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. 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 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 Executive continues to receive such periodic payments. Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than also be entitled to payments for reimbursement for reasonable business expenses incurred periods or partial periods that occurred prior to the date of terminationtermination 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, subjectit is understood and agreed that, howeverupon 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 Section 4.1this 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 the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in In the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the CompanyCompany 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 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 manner and at such time as the Base Salary otherwise would have been payable 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, (iiiand the benefits provided in this Section 7(c) continue 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 provide 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 benefits he was receiving under Sections 4.2 and 4.4 hereof (Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the “Benefits”) through calendar year of Executive’s 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 Continuation Period 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 manner as Benefits otherwise would have been provided to the Executiveplan, and (ivc) pay to payable at the Executive as a single lump sum payment, within 30 days same time other participants in the plan receive payment but no later than March 15th of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to calendar year following the end of the Continuation Periodcalendar year of the Date of Termination. The 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 good faith determination vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the amount that would have been contributed or the value of any Benefits that would have accrued under any applicable plan shall be binding documents and conclusive on the Executive. For this purposearrangements, the Company may use as the value of any Benefit the cost amended from time to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company 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 4.1time.

Termination Without Cause. At any time the The Company shall have the right right, upon ninety (90) days days’ prior written notice given to the Executive, to terminate the Executive’s employment for any reason whatsoever (except for Cause (as defined below) which is covered by Section 3(d)). In the event of such termination, the Company shall have no further obligations hereunder, except that the Executive shall be entitled to (i) receive any accrued but unpaid salary and other amounts to which the Executive otherwise is entitled hereunder prior to the date of his termination without Cause, in accordance with Section 3(a) and other applicable payment provisions herein; (ii) receive bonus compensation earned but not paid under Section 3(b) hereof that relates to any fiscal year ended prior to the date of his termination without Cause, in accordance with Section 3(b) hereof; (iii) receive a pro-rata portion of the annual bonus payout that the Executive would have been entitled to receive had he remained in employment through the end of the fiscal year during which the termination without Cause occurred, based on the portion of the fiscal year that has elapsed prior to such termination, and paid in accordance with Section 3(b) hereof (provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination); (iv) receive as damages (A) for a period ending on a date two (2) years from the date of termination without Cause, in accordance with the regular payroll policies of the Company in effect from time to time, his Base Salary as established under and in accordance with Section 3(a) hereof and (B) bonus compensation equal to fifty percent (50%) of the average of the actual annual bonuses paid or payable to the Executive under the Bonus Plan during the past two (2) completed fiscal years paid in accordance with Section 6(j)(i) hereof (provided, that such payment shall not be made prior to terminate the Term sixtieth (60th) day following the Executive’s date of Employmenttermination); (v) receive reimbursement for financial counseling services under Section 5(b) hereof for a period of two (2) years from the date of termination, in accordance with Section 5(b) hereof (provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination); and (vi) participate for a period ending on a date two (2) years from the date of termination without Cause (the “Without Cause Continuation Period”), to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, in any and all qualified and non-qualified pension and qualified retirement savings, healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements, on terms identical to those applicable to full-term senior officers of the Company. Upon Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Without Cause Continuation Period, the Company shall provide to the Executive, subject to Section 6(j), cash payments, to be paid in accordance with Section 6(j)(i), equal to the Pension Replacement Payment (as defined in Section 6(a)) with respect to the Without Cause Continuation Period (provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination). Notwithstanding the above, any amounts payable under this Section 6(c) that are separation pay as described under Treas. Reg. §1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the Executive’s termination pursuant to this section 6(c) occurs; any amounts payable under this Section 6(c) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(j) of this Agreement. Except as otherwise provided in this Section 6(c), the Company will have no further obligations under Sections 3, 4 and 5 hereof or otherwise. In the event of termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. 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 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. Further6(c), the Executive shall become immediately vested in not be required to mitigate his Stock Options. The Company 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 4.1damages hereunder.

Termination Without Cause. At The employment of the Employee may be terminated without Cause at any time by the Company shall have vote of a majority of the right upon ninety (90) days written notice Board on delivery to the Executive to terminate Employee of a written Notice of Termination (as defined in SECTION 13(A)). On the Term Date of Employment. Upon any termination Termination (as defined in SECTION 13(B)) pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2SECTION 11(B), the Company shall pay to the Employee in a lump sum in lieu of payments under SECTIONS 4(A), 4(B) AND 5 for the remainder of the Term an amount equal to the sum of (i) pay to the Executive any all remaining unpaid Base Salary payable under SECTION 4(A) for the full period through the effective date Date of termination specified in such noticeTermination, plus (ii) continue the maximum Bonus available to pay the Executive’s Employee under SECTION 4(B) for the year in which the termination occurs, pro-rated through the Date of Termination, plus (iii) Base Salary payable under SECTION 4(A) for a full one (1) year period commencing on the Date of Termination, such Base Salary to be paid to the Employee in accordance with the Companies’ normal payroll practices over the course of such additional one year period, plus (iv) the “ Continuation Period”maximum Bonus available to the Employee under SECTION 4(B) for the one (1) year period commencing on the Date of 12 months following Termination, such Bonus to be paid to the Employee in accordance with the Companies’ normal payroll practices over the course of such additional one year period. In addition, on termination of the Executive’s employment with Employee under this SECTION 11(B), all of the CompanyEmployee's unvested Options and other options, in warrants and rights relating to capital stock of the manner Companies shall immediately vest and at become exercisable. The term of any such time as options (including the Base Salary otherwise would have been payable Options), warrants and rights shall be extended to the Executivefifth anniversary of the Employee's termination. The Employee acknowledges that extending the term of any incentive stock option pursuant to this SECTION 11(B), (iiior SECTION 11(C), 11(D) continue OR 12(A), could cause such option to provide lose its tax-qualified status under the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof Internal Revenue Code of 1986, as amended (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive"Code"), and (iv) pay to agrees that the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. 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 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 Executive shall become immediately vested in his Stock Options. The Company Companies shall have no further liability hereunder other than obligation to compensate the Employee for reimbursement any additional taxes he incurs as a result. In addition, Employee shall be entitled to any benefits under Section 5 hereof which he had the benefit of as of the Date of Termination for reasonable business expenses incurred prior to such additional one year period upon the date same terms and conditions as they existed as of termination, subject, however, to the provisions Date of Section 4.1Termination.

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days to terminate this Agreement and the Executive’s employment hereunder without Cause by written notice to the Executive to terminate the Term of Employment. Upon any termination pursuant to this Section 5.4 (Executive; provided, however, that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall (ia) pay to the Executive any unpaid Base Salary accrued through the effective date of termination specified in such noticenotice within ten days after such termination (or on such earlier date as may be required by applicable law), and (iib) continue subject to the execution by the Executive of a release agreement containing standard terms in the form generally used by the Company, pay to the Executive, in monthly installments consistent with the Company’s normal payroll schedule during the 12-month period following termination, subject to applicable withholding and other taxes, an amount equal to 12 months of the Executive’s Base Salary at the time of termination, plus an amount equal to the COBRA premiums necessary to permit the Executive to continue group insurance coverage under the Company’s plans for a period (the “ Continuation Period”) of 12 months following the termination of months. The Company shall be deemed to have terminated the Executive’s employment with the Company, in the manner and at pursuant to this Section 3.4 if such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans employment is terminated by reason of the termination of his employment hereunder prior to the end of the Continuation Period. 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 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 Executive shall become immediately vested in his Stock Optionswithout Cause. The Company also shall have no further liability hereunder other than for reimbursement for reimburse the Executive’s reasonable business expenses incurred prior to the date of terminationtermination pursuant to this Section 3.4. Payments under subparagraph (b) above shall be treated as a series of separate payments under Treasury Regulation Section 1.409A-2(b)(2)(iii), subjectare subject to required tax and other withholdings, however, and shall be 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 provisions Executive under subparagraph (b) above shall be forfeited if the Executive fails to execute a general release of Section 4.1.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:

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of EmploymentEmployment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 5.2, or upon any termination pursuant to Section 5.3 or Section 5.4, (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 5.5 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.25.6), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period of twelve (12) months from notice of termination hereunder (the “ “Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive), (iii) continue to provide the Executive with the benefits he he/she was receiving under Sections Section 4.2 and 4.4 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, Executive and (iv) within thirty days of Executive’s termination, pay 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 as with any Benefits required hereunder by reason of the termination of the Executive’s employment pursuant to this Section 5.2, then the Company shall make a single lump sum cash payment, within 30 thirty days of the Expiration DateExecutive’s termination, a lump sum benefit equal to the value of the portion of his benefits Benefits that otherwise would have accrued for the Executive’s benefit under any savingsthe plan, pension, profit sharing or deferred compensation plans that are forfeited for the period during which such Benefits could not be provided under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Periodplans. 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 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 Executive shall become immediately vested in his vesting of the Executive’s Stock Options, if any, shall be subject to the terms of any option agreement(s) to which the Executive and the Company are parties. The Company 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 4.1). For all purposes under this Agreement, 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 treated as if the Company terminated this Agreement pursuant to this Section 5.2.”

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of EmploymentEmployment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 5.2, or upon any termination pursuant to Section 5.3 or Section 5.4, (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 5.5 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.25.6), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s 's Base Salary for a period of twelve (12) months from notice of termination hereunder (the “ “Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive), (iii) continue to provide the Executive with the benefits he he/she was receiving under Sections Section 4.2 and 4.4 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) pay . In the event that the Company is unable to provide the Executive as a single lump sum payment, within 30 days with any Benefits required hereunder by reason of the Expiration Datetermination of the Executive's employment pursuant to this Section 5.4, a lump sum benefit then the Company shall pay the Executive cash equal to the value of the portion of his benefits Benefit that otherwise would have accrued for the Executive's benefit under any savingsthe plan, pension, profit sharing or deferred compensation plans that are forfeited for the period during which such Benefits could not be provided under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Periodplans. The Company’s '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 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 Executive shall become immediately vested in his vesting of the Executive's Stock Options, if any, shall be subject to the terms of any option agreement(s) to which the Executive and the Company are parties. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days). For all purposes under this Agreement, 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 treated as if the Company terminated this Agreement pursuant to this Section 5.2.

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days written notice Subject to the Executive to provisions of Section 9, this Agreement shall terminate automatically upon the Term occurrence of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1Termination Without Cause, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall whereupon (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, Company shall: (ii1) continue to pay the Executive’s Base Salary for a period (Salary, as then in effect, to the “ Continuation Period”) of 12 months following Executive until the termination of the Executive’s employment with the CompanyExpiration Date, in the same manner and at the same times as such time as the Base Salary otherwise would have otherwise been payable to the ExecutiveExecutive had this Agreement not been terminated; (2) within 90 days of the occurrence of such Termination Without Cause, pay to the Executive an amount in cash equal to two times the amount of Bonus paid to the Executive in respect of the fiscal year of the Company immediately preceding the year in which such Termination Without Cause occurs; and (iii3) continue to provide health, life and, to the extent permissible under the applicable plans, disability insurance benefits to the Executive with until the Expiration Date, which benefits shall not at any time be less favorable than those which the Executive would have received had he continued to be employed by the Company at such time pursuant to this Agreement; provided, however, that if the Executive should subsequently obtain employment from any source which provides such insurance benefits to Executive at no out-of-pocket cost to him, then the benefits he was receiving to be provided to the Executive under Sections 4.2 this clause (3) shall be appropriately reduced for so long as such subsequent employment continues and 4.4 hereof the Executive continues to receive such benefits from such subsequent employer; and (ii) all stock options, shares of restricted stock and other awards granted under or otherwise subject to the “Benefits”) through Company Stock Plan then held by the end Executive will fully, immediately and automatically vest and be exercisable as and to the extent permitted by the Company Stock Plan, and all promote, participation and other similar contractual interests not subject to the Company Stock Plan then held by the Executive will fully, immediately and automatically vest (i.e., no longer be subject to forfeiture for any reason), notwithstanding any provisions to the contrary in the applicable governing agreements or other instruments pursuant to which such interests were granted to the Executive (it being the intent of the Continuation Period parties that any such contrary provisions are overridden and superceded hereby). In addition, if (i) an Extraordinary Event occurs within one year after the occurrence of such Termination Without Cause and (ii) a definitive agreement relating to the specific merger, consolidation, asset sale or other similar transaction (or relating to another substantially similar transaction) which gave rise to such Extraordinary Event had been executed and delivered by all parties thereto and was in effect at the manner as Benefits otherwise would have been provided time such Termination Without Cause, then the Company shall pay to the Executive, and within ten business days after the occurrence of such Extraordinary Event, all amounts (ivwithout duplication) pay to which the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. 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 conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost entitled pursuant to the Company of providing that Benefit to the Executive. Further, Section 4(b) assuming the Executive shall become had made the election to convert this Agreement to a consulting agreement pursuant to Section 4(c) immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to after the date occurrence of termination, subject, however, to the provisions of Section 4.1such Extraordinary Event.

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in In the event that the Employee's employment is terminated by the Company does not renew without Cause other than at the Executive’s Term end of Employment under the initial term or one of the one year renewal terms of this Agreement, the Company shall, subject to the terms of section 2.2subsections 7.(e) and 7.(f) below, and only if and as long as Employee is not in breach of his obligations under this Agreement, pay compensation to Employee in the manner set forth below. Employee may not be terminated without Cause unless such termination has been approved in writing by BrightStar. If the Employee is terminated without Cause during the initial three-year term of this Agreement, then the Company shall continue to pay to Employee his current base salary provided for under this Agreement, plus any other earned and unpaid compensation and accrued vacation time prior to termination, plus a per annum amount of additional compensation based on prior earned bonuses and/or commissions, if any, equal to the amount of earned bonuses or commissions of Employee during the twelve complete calendar months immediately preceding the date of termination ("Severance Payments"), in periodic payments in accordance with its customary payroll practices for the period ending the later of (i) the end of the initial three-year term of the Agreement or (ii) twelve months after termination of employment. If the Employee is terminated without Cause during any one-year extension of the initial term of the Agreement, then the Company shall continue to pay to Employee Severance Payments in accordance with its customary payroll practices for a period of twelve months after termination of such employment. If the Employee is terminated by the Company without Cause, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) also continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been kind and amounts provided to the Executive, and (iv) pay its employees generally for up to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. 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 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 Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to twelve months following the date of termination, subjectincluding continuation of any Company-paid benefits provided pursuant hereto, howeverfor the Employee and Employee's spouse and minor children, provided such benefits will be subject to immediate termination to the provisions extent Employee receives benefits under another similar benefit plan. If the Company fails to make any of the payments required under this Section 4.17.(c) when reasonably due, then any restrictions imposed by Section 8 hereof against Employee competing with the Company shall immediately lapse, but this shall not release the Company's obligation for Severance Payments. Employee agrees that the above payments shall be a full settlement of the Company's obligations to Employee hereunder in the event of a termination without Cause.

Termination Without Cause. At 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 have receive severance payments as follows: (i) the right upon ninety Employee shall continue to receive his base salary on a monthly basis for the remainder of the calendar year in which such termination occurred, (90ii) days written notice the Employee shall be paid an annual bonus for the calendar year in which such termination occurred equal to the Executive average of the bonuses paid to terminate the Term 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 employment 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, 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. Upon any termination , the Employee shall be entitled to receive the total severance pay provided for under this Section 7(b) in a single payment 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 5.4 (that is not 7(b) in a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or single payment on the date when a Change in Control occurs. In the event that the independent accountants acting as auditors for the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. 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 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 Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of terminationa Change in Control (or another accounting firm designated by them) determine that such single payment, subjecttogether with other compensation received by the Employee that is a contingent on a Change in Control, howeverwould constitute "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended and regulations thereunder, the single payment to the provisions of Section 4.1.Employee shall be reduced to the maximum amount which may be paid without such payments being "excess parachute payments". c.

Termination Without Cause. At The Company may remove Executive, at any time the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of Employment Term, without cause from the amount that would have been contributed or position in which Executive is employed hereunder (in which case the value of any Benefits that would have accrued under any plan Employment Term shall be binding and conclusive on deemed to have ended) upon not less than sixty (60) days' prior written notice to Executive; provided, however, that in the Executive. For this purposeevent that such notice is given, the Company may use as the value of Executive shall be under no obligation to render any Benefit the cost additional services to the Company of providing that Benefit to the Executive. Furtherand, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, subject to the provisions of Section 4.13 hereof, shall be allowed to seek other employment. Upon any such removal, Executive shall be entitled to receive as liquidated damages for the failure of the Company to continue to employ Executive, only the amount due to Executive under the Company's then-current severance pay plan for employees. No other payments or benefits shall be due under this Agreement to Executive, except that Executive shall be entitled to receive payments or benefits under the then-existing Benefit Coverages in which Executive is participating in accordance with the respective terms of such Benefit Coverages. Notwithstanding any provision in this Agreement or the TCPD Stock Option Agreement to the contrary, if Executive is terminated by the Company without cause after the first twelve (12) months, an amount equal to the lesser of one-half (1/2) of the remaining options to be vested under the then-remaining Employment Term or twelve (12) additional months of vesting shall be vested and exercisable in accordance with the TCPD Stock Option Agreements. Notwithstanding the foregoing, upon such removal, without cause under Section 5.4., in the event that Executive executes a written release of any and all claims against the Company and all related parties with respect to all matters arising out of Executive's employment by the Company (other than Executive's entitlement under any stock options, employee benefit plan or program sponsored by the Company in which Executive participated and under which Executive has accrued a benefit), and the termination thereof, Executive shall be entitled to receive, in lieu of the payment described in subsection 5.4. hereof, which Executive agrees to waive, (i) in equal monthly installments, as liquidated damages for the failure of the Company to continue to employ Executive, an amount equal to the amount of Executive's Base Salary and annual bonus, if any, for the lesser of the Remaining Employment Term or twelve (12) months, provided that Executive remains in compliance with the provisions of Sections 2 and 3 hereof; (ii) continuation of those Benefit Coverages as in effect at the time of such termination or removal, or to receive cash in lieu of such benefits or premiums, as applicable, where such Benefit Coverages may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the Benefit Coverage is provided) under applicable law or regulation, for the lesser of the Remaining Employment Term or twelve (12) months; (iii) any other amounts earned, accrued or owing but not yet paid under Section 1 above; and (iv) any other benefits in accordance with applicable plans and programs of the Company.

Termination Without Cause. At any time the The Company shall have the right upon ninety (90) days written notice to the Executive to may terminate the Term of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2employment 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 lump sum amount, which is equal to the sum of (i) pay to the Executive any unpaid Base Salary through and bonus compensation earned but unpaid as of the effective date of termination specified in such notice, Termination Date; plus (ii) continue to pay the balance of Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, then existing Term; and (iviii) 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 as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal pursuant to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed or the value terms of any Benefits that would have accrued under any plan shall be binding and conclusive on Benefit Plans in which the ExecutiveExecutive was a participant, in accordance with the terms of such plans. For this purposeIn addition, provided the Executive properly elects COBRA continuation coverage, the Company may use as shall reimburse the value of any Benefit 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 Company of providing that Benefit extent eligible for any elected coverage, for up to six (6) months following the ExecutiveTermination Date. FurtherIn addition, the Executive shall become immediately be entitled to any vested benefits under the Restricted Stock Award Agreement as of the Termination Date in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to accordance with the date of termination, subject, however, to the provisions of Section 4.1terms thereof.

Termination Without Cause. At The employment of the Employee may be terminated without Cause at any time the Company shall have the right upon ninety (90) days written notice delivery to the Executive to terminate Employee of a written Notice of Termination (as defined in SECTION 13(A)). On the Term Date of Employment. Upon any termination Termination (as defined in SECTION 13(B)) pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2SECTION 11(B), the Company shall pay to the Employee in a lump sum in lieu of payments under SECTIONS 4(A), 4(B) AND 5 for the remainder of the Term an amount equal to the sum of (i) pay to the Executive any unpaid all Base Salary payable under SECTION 4(A) through the effective date of termination specified in such noticedate, (ii) continue a pro-rated portion of the maximum Bonus available to pay the Executive’s Base Salary Employee under SECTION 4(B) for a period (the “ Continuation Period”) of 12 months following year in which the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executiveoccurs, (iii) continue an amount equal to provide two times the Executive with Employee's Total Compensation for the benefits he was receiving under Sections 4.2 and 4.4 hereof (twelve months preceding the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executivetermination date, and (iv) pay to Three Hundred Thousand Dollars ($300,000.00). In addition, provided that Employee has complied with the Executive as a single lump sum paymentprovisions of SECTION 16 hereof, within 30 days on each of the Expiration Datefirst and second anniversaries of the Date of Termination of the Employee's employment, the Company shall pay the Employee in a lump sum benefit One Hundred Fifty Thousand Dollars ($150,000.00). For purposes of this SECTION 11(B), the Employee's Total Compensation shall equal the sum of the Base Salary, maximum Bonus of 100% of such Base Salary (whether or not the entire amount was actually earned or paid to the Employee), fair value of the portion of his vehicle allowance and other benefits under any savingsand expense reimbursements described in SECTIONS 4(D) AND 5. In addition, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason on termination of the termination Employee under this SECTION 11(B), all of his employment hereunder prior the Employee's unvested Options and other options, warrants and rights relating to capital stock of the Company shall immediately vest and become exercisable. The term of any such options (including the Options), warrants and rights shall be extended to the end third anniversary of the Continuation PeriodEmployee's termination. The Company’s good faith determination of Employee acknowledges that extending the amount that would have been contributed or the value term of any Benefits incentive stock option pursuant to this SECTION 11(B), or SECTION 11(C), 11(D) OR 12(A), could cause such option to lose its tax-qualified status under the Internal Revenue Code of 1986, as amended (the "Code"), and agrees that would have accrued under any plan shall be binding and 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 Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than obligation to compensate the Employee for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1any additional taxes he incurs as a result.

Termination Without Cause. At any time the Company Employer shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of EmploymentEmployee 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 pursuant to this Section 5.4 (of Employee's employment hereunder without "cause" on any date that is not subsequent to the first anniversary of the Effective Date, Employee shall be entitled to receive a termination under any lump sum severance payment equal to the sum of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall one (1) times (i) pay to the Executive any unpaid his then current annual Base Salary through (specifically excluding the effective date value of termination specified any 401(k) or other retirement plan matching contribution from Employer, even if recognized in such noticepayroll or deemed compensation to Employee), (ii) continue the highest cash bonus payment paid to pay Employee over the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executivepast three years, (iii) continue to provide the Executive with highest full grant date value of any equity award granted over the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executivepast three years, and (iv) the annual total automobile allowance paid to Employee under Section 4(a) hereof. In addition, Employer shall continue to provide the Employee with hospital, health, medical and life insurance, and any other like benefits 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 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 providing such benefits, Employer will pay the amount of Employee’s premium to continue such coverage pursuant to the Executive as a single lump sum payment, within 30 days terms of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation PeriodComprehensive Omnibus Budget Reconciliation Act. 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 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 Executive shall become immediately vested in his Stock Options. The Company Employee shall have no further liability hereunder duty to mitigate damages in connection with his termination by Employer without "cause". However, if the Employee obtains new employment and such new employment provides for hospital, health, medical and life insurance, and other than for reimbursement for reasonable business expenses incurred prior benefits, in a manner substantially similar to the date benefits payable by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunder. Following the cessation of terminationthe continuation of Employee’s hospital, subjecthealth, howeverand 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 provisions of Section 4.1extent eligible to do so under the Code and such state law.

Termination Without Cause. At The termination of Employee's employment by Company for any time reasons other than those specified above shall be deemed to be a "Termination Without Cause" (and the Company shall be deemed to have the right upon ninety (90"Terminated Without Cause") days written notice and Employee shall be entitled to the Executive to terminate severance benefits described in SECTION 8 herein. Notwithstanding the Term of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2foregoing, the Company shall not Terminate Without Cause the Employee's employment after a Change of Control (ias defined in SECTION 7(b)) pay until the end of the then-current term of the Agreement. No breach or default by Employee shall be deemed to the Executive have occurred hereunder unless written notice thereof shall have been given by Company to Employee. Upon termination of this Agreement for any unpaid Base Salary reason provided above, Employee shall be entitled to receive all compensation earned and all benefits and reimbursements due through the effective date of termination. Additional compensation subsequent to termination, if any, will be due and payable to Employee only to the extent and in the manner expressly provided above. All other rights and obligations of TTI, the Company and Employee under this Agreement shall cease as of the effective date of termination. except that Employee's obligations under SECTIONS 13, 14, 15 and 16 herein shall survive such termination specified in such notice, (ii) continue accordance with their terms. If termination of Employee's employment arises out of the Company's failure to pay Employee on a timely basis the Executive’s Base Salary for amounts to which Employee is entitled under this Agreement or as a period (the “ Continuation Period”) result of 12 months following the termination any other breach of the Executive’s employment with this Agreement by the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end determined by a court of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing competent jurisdiction or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. 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 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 Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, pursuant to the provisions of Section 4.1SECTION 17 below, the Company shall pay all amounts and damages to which Employee may be entitled as a result of such breach and all reasonable legal fees and expenses and other costs incurred by Employee to enforce Employee's rights hereunder.

Termination Without Cause. At The Company has the right, at any time during the Company shall have Term, subject to all of the right upon ninety 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 (90) days written notice including any termination which is deemed to be a constructive termination without Cause under Section 4.6 hereof), the Company's obligation to the Executive shall be limited solely to terminate 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 Employment. Upon any termination pursuant to this Section 5.4 Agreement (that is not a termination under any assuming no automatic extension of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall (iTerm) pay to had the Executive any unpaid Base Salary through the effective date of termination specified in such notice, not been so terminated and (ii) continue to pay the Executive’s Base 's Annual Salary for a period (of twelve months, in each case based on the “ Continuation Period”) of 12 months following the termination Annual Salary of the Executive in effect on the date of termination (or, if the Company has reduced the Executive’s employment with 's Annual Salary in breach of this Agreement, the CompanyExecutive's Annual Salary before such reduction) and, in the manner and at such time as case of clause (i), the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide average Incentive Bonus received by the Executive for the immediately preceding two fiscal years, together with the benefits he was receiving under Sections 4.2 all unpaid Incentive Bonus and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing awarded or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. 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 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 Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior up to the date of termination. If the Executive is terminated after he has received one Incentive Bonus but before he has received two, subjectthe Incentive Bonus in clause (i) shall be based on the amount of that one Incentive Bonus; if he has not yet received an Incentive Bonus, howeverit shall be based on the maximum Incentive Bonus (i.e., one half of the Annual Salary). In the event of a termination by the Company without Cause within 180 days after a Change of Control (as hereinafter defined), including a constructive termination without Cause pursuant to Section 4.6, the amounts due to the provisions of Executive pursuant to this Section 4.14.3 shall be due and payable in one lump-sum payment within 60 days after such termination. In all other cases, any amounts due to the Executive pursuant to this Section 4.3 shall be due and payable as and when they would have become due and payable absent such termination.

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days to terminate the Executive's employment hereunder by written notice to the Executive to terminate the Term of EmploymentExecutive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.3 or 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall shall: (ia) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (iib) pay to the Executive the accrued and declared but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the date of the termination of the Executive's employment with the Company, (c) continue to pay the Executive’s 's Base Salary for a period of twelve (the “ Continuation Period”12) of 12 months following the termination of the Executive’s 's employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, and (iiid) continue to pay the Executive Incentive Compensation and continue to provide the Executive with the benefits he was receiving under Sections 4.2 4.2, 4.4 and 4.4 hereof 4.6 hereof, for a period of twelve (12) months following the “Benefits”) through the end termination of the Continuation Period Executive's employment with the Company, in the manner and at such times as Benefits the compensation or benefits otherwise would have been payable or provided to the Executive. In the event that the termination of Executive's employment hereunder shall occur on or before December 31, 1997, then the Incentive Compensation and benefits payable under clause (ivd) pay of this Section 5.4 shall be equal to the amounts that would have been paid or provided to the Executive as for the year ended December 31, 1997. In the event that termination of Executive's employment hereunder shall occur after December 31, 1997, then the Incentive Compensation and other benefits payable under clause (d) of this Section 5.4 shall be equal to the amounts of such compensation and benefits payable or provided to the Executive for the calendar year immediately preceding the termination of Executive's employment hereunder. In the event that the Company is unable to provide the Executive with a single lump sum paymentcontinuation of any savings, within 30 days pension, profit-sharing or deferred compensation plans required hereunder by reason of the Expiration Datetermination of the Executive's employment pursuant to this Section 5.4, a lump sum benefit then the Company shall pay the Executive cash equal to the value of the portion of his benefit 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 any savingsthe plans, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior said cash payments to be made within forty-five (45) days after the end of the Continuation Periodyear for which such contributions would have been made or would have accrued. The Company’s 's good faith determination of the amount that would have been contributed or the value of any Benefits benefits that would have accrued under any plan shall be binding and 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 Executive shall become immediately vested continue to vest in the Executive's Stock Options through the Expiration Date in the same manner and to the same extent as if his Stock Optionsemployment hereunder terminated on the Expiration Date. The Company shall have no further liability hereunder other than for for: (i) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (ii) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs.

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days to terminate the Executive's employment hereunder without Cause by written notice to the Executive to terminate the Term of EmploymentExecutive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.25.4, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) pay to the Executive the accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the date of the termination of the Executive's employment with the Company and a prorated portion of the Bonus earned, if any, for the quarterly Bonus Period, if any, in which the termination occurs, (iii) continue to pay the Executive’s 's Base Salary for a period (and Incentive Compensation through the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary and Incentive Compensation otherwise would have been payable to the Executive, and (iiiiv) continue to provide the Executive with the benefits he Benefits the Executive was receiving under Sections Section 4.2 and 4.4 hereof (to the “Benefits”) extent permitted under the terms of applicable insurance and other benefit programs of the Company then in affect and covering the Executive, and provided further that the Company shall not take any affirmative action from the time of giving notice of termination to the Executive through the end of the Continuation Period which would cause the relevant insurance and other benefits available to the Executive to be reduced or eliminated) during 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) pay to . In the event that the Executive as a single lump sum payment, within 30 days of has remained with the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing Company for five (5) years or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of more the Continuation Period. 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 Period shall be binding and 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 Executive shall become immediately vested in his Stock Optionssix (6) months. The Company 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 4.1).

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days to terminate the Executive's employment hereunder by written notice to the Executive to terminate the Term of EmploymentExecutive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.3 or 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue pay to pay the Executive’s Base Salary Executive the accrued but unpaid Incentive Compensation, if any, for a period (any Bonus Period ending on or before the “ Continuation Period”) date of 12 months following the termination of the Executive’s 's employment with the Company, (iii) pay to the Executive a lump sum amount equal to thirty-six (36) months of the Executive's Base Salary at the time of termination of employment with the Company, (iv) pay to the Executive (within 45 days after the end of the fiscal quarter in which such termination occurs) a prorata portion (based upon the period ending on the date of termination of the Executive's employment hereunder) of the Incentive Compensation, if any, for the Bonus Period in which such termination occurs, as calculated pursuant to Section 3.2 hereof and the Executive Plan; provided that the goals under Section 3.2 hereof and the Executive Plan for each period used in the manner and at such time as the Base Salary otherwise would have been payable to calculation of the Executive's Incentive Compensation, shall be based on (1) the portion of the Bonus Period through the end of the fiscal quarter in which such termination occurs and (2) unaudited financial information prepared in accordance with generally accepted accounting principles, applied consistently with prior periods, as approved and reviewed by the Board, (iiiv) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “"Benefits”") through the end of the Continuation Period in the manner and at such times as the compensation or Benefits otherwise would have been payable or provided to the Executive, and (ivvi) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Datetermination of his employment hereunder, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the Expiration Date. 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, then 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, for the period during which such Benefits could not be provided under the plans, said cash payments to be made within 45 days after the end of the Continuation Periodyear for which such contributions would have been made or would have accrued. The Company’s '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 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 Executive shall become immediately fully vested in his or her Stock OptionsOptions as of the date of such termination of employment. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs.

Termination Without Cause. At any time the Company shall have the right upon ninety If Employee's employment is terminated without "cause" as defined in Section 4.1(a), or if Employee is Involuntarily Terminated (90) days written notice to the Executive to terminate the Term of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2as defined below), the Company (or its successor, as the case may be) shall pay to Employee (i) pay to the Executive any accrued but unpaid Base Salary and vacation through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. 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 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 Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject(ii) reimbursement for any expenses as set forth in Section 3.5, howeverthrough the date of termination and (iii) a severance payment in an amount equal to four times Employee's Base Salary and Annual Bonus, payable in one lump sum on the date of termination, subject to withholding as may be required by law. In addition, if Employee's employment is terminated without cause (other than if Employee is Involuntarily Terminated) or if Employee's employment is terminated due to death or permanent disability, Employee will be credited with an additional twelve (12) months of service toward vesting in the Option shares in addition to the provisions service he has accrued toward vesting through the date of termination. If Employee is Involuntarily Terminated, vesting of all options to purchase shares of the Company's Common Stock and all restricted stock grants (subject to any vesting deferrals provided in any restricted stock grant) will be accelerated in full and all such options shall remain in effect for a one (1) year period following the date of termination. As used in this Section 4.14.2, Employee shall be deemed "Involuntarily Terminated" if (i) the Company or any successor to the Company terminates Employee's employment without cause in connection with or following a Corporate Transaction or Change of Control (as defined in the Company's 1999 Stock Incentive Plan); or (ii) in connection with or following a Corporate Transaction or Change of Control there is (a) a decrease in Employee's title or responsibilities (it being deemed to be a decrease in title and/or responsibilities if Employee is not offered the position of Senior Vice President and Chief Financial Officer of the Company or its successor as well as the acquiring and ultimate parent entity, if any, following the Corporate Transaction or Change of Control), (b) a decrease in pay and/or benefits from those provided by the Company immediately prior to the Corporate Transaction or (c) a requirement that Employee re-locate out of the greater Los Angeles metropolitan area.

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of EmploymentEmployment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 5.5 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.25.6), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s 's Base Salary for a period (the “ "Continuation Period”") of 12 six (6) months following from the effective date of termination of the Executive’s employment with the Companyhereunder, in the manner and at such time as the Base Salary otherwise would provided, however, Executive shall have been payable employed by Company for a period of at least one hundred eighty (180) days to the Executivebe eligible for such payment, (iii) continue to provide the Executive with the benefits he he/she was receiving under Sections 4.2 and 4.4 hereof (the “"Benefits”") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive, and provided, however, Executive shall have been employed by Company for a period of at least one hundred eighty (iv180) pay days to be eligible for such Benefits or payment of the cash value of such Benefits, as set forth below. In the event that the Company is unable to provide the Executive as a single lump sum payment, within 30 days with any Benefits required hereunder by reason of the Expiration Datetermination of the Executive's employment pursuant to this Section 5.4, a lump sum benefit then the Company shall pay the Executive cash equal to the value of the portion of his benefits Benefit that otherwise would have accrued for the Executive's benefit under any savingsthe plan, pension, profit sharing or deferred compensation plans that are forfeited for the period during which such Benefits could not be provided under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Periodplans. The Company’s '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 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 Executive shall become immediately vested in his vesting of the Executive's Stock Options, if any, shall be subject to the terms of the Stock Option Plan. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days accumulated in accordance with the Company's then general policy).

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days may, in its sole discretion, by written notice to the Executive to terminate the Term of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Companyunder 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 Section 8 of this Agreement). In the manner and at event of such time termination, Executive shall receive, as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Dateseverance or liquidated damages or both, a lump sum benefit payment equal to the value sum of (i) the Base Salary that Executive would be entitled to receive as of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason date Executive is Terminated without Cause through the expiration of the then current Term and (ii) the product of (A) the Executive’s average cash bonus for the three (3) years (or such lesser number of years as the Executive has been employed) preceding the year in which Executive’s termination occurs divided by 12 and (B) the number of his employment hereunder prior months remaining to the end expiration of the Continuation Period. The Company’s good faith determination then current Term as of the amount that would have been contributed or date the value Executive is Terminated without Cause. Subject to Section 19 of any Benefits that would have accrued under any plan this Agreement, such payment shall be binding and conclusive on the made not later than three (3) business days following Executive’s termination date. For Nothing in this purpose, the Company may use as the value of Section shall affect Executive’s rights to receive any Benefit the cost benefit which has been earned but not paid with respect to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred ’s performance prior to the date of such termination. In addition, subject, however, the Bank. (i) shall continue Executive’s health and life insurance coverage at the Bank’s expense through the expiration of the then current Term and (ii) pay Executive a lump sum amount equal to the provisions (A) monthly expense incurred by the Bank to provide Executive with the use of a Bank-leased vehicle and (B) the monthly value of Bank matching contributions under the Bank’s 401(k) plan (based on the average monthly value of such items during the twelve (12) months preceding Executive’s termination of employment) through the expiration of the then current term. The payments described in this Section 4.17(e) will be due Executive regardless of any subsequent employment attained by Executive.

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in In the event that the Company does not renew the Executive’s Term of employment is terminated Without Cause during the Employment under the terms of section 2.2Period, the Company shall 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 unpaid Base Salary other compensation or benefits pursuant Section 3(a) through (k) or Section 6 of this Agreement following a termination of Executive’s employment Without Cause. Except as provided in Section 6(g) hereof, the amounts payable under Subsections (ii) and (v) of this Section 6(c) shall be paid in equal installments over the period beginning on the Bank’s first regular payroll date after the effective date of termination specified in such notice, and continuing thereafter on each regular payroll date for thirty-six (ii36) continue to pay the months. Upon Executive’s Base Salary for a period (the “ Continuation Period”death, any payments due under this Section 6(c) of 12 months following the termination of the shall be paid, as applicable, to Executive’s employment with the Companyestate, in the manner and at such time trust or as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans required by reason of the termination of his employment hereunder prior to the end of the Continuation Period. 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 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 Executive shall become immediately vested in his Stock Options. The Company 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 4.1law.

Termination Without Cause. At 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 without Cause under Section 4.6 hereof), the Company's obligation to the Executive shall be limited solely to the payment, at the times and upon the terms provided for herein, of (i) two times the Average Compensation (as hereinafter defined) and (ii) any unpaid Incentive Bonuses and Benefits awarded or accrued up to the date of termination. In the event of a termination by the Company without Cause within nine months before or after a Change of Control of the Company (as hereinafter defined), including a constructive termination without Cause pursuant to Section 4.6, the amount due to the Executive pursuant to clause (i) of the preceding sentence (the "Severance Payments") shall have be increased to three times the right upon ninety Average Compensation. Any amounts due to the Executive pursuant to clause (90ii) of the second sentence of this Section 4.3 shall be due and payable within thirty (30) days after the date of termination. The Severance Payments shall be due and payable in twenty-four (24) equal monthly payments, or in thirty-six (36) equal monthly payments in the event of a termination by the Company without Cause in connection with a Change of Control of the Company pursuant to the preceding sentence, beginning thirty (30) days after the date of termination. Notwithstanding anything herein to the contrary, the Restricted Period, and the Company's obligations to pay additional Severance Payments to the Executive, shall be subject to early termination, and shall terminate immediately, at any time after the Executive is terminated without Cause upon the earlier to occur of (a) the Executive giving written notice to the Executive Company that he is terminating the Restricted Period effective upon receipt of such notice by the Company, or effective at any designated time thereafter (not to terminate exceed thirty (30) days after the Term Company's receipt of Employmentsuch notice), (b) the Executive's violation of any of the provisions of Section 3, or (c) the end of the twenty-four or thirty-six month period, as applicable, for payment of the Severance Payments pursuant to the terms hereof. Upon any termination pursuant to this Section 5.4 the preceding clauses(a) or (that is not a termination under any of Sections 5.1b) (in either case an "Early Termination"), 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company no further Severance Payments shall (i) pay to the Executive any unpaid Base Salary through be payable for periods after the effective date of termination specified in such noticeEarly Termination, (ii) continue to pay except for amounts payable by the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay Company to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder for periods prior to the end effective date of such Early Termination. The Executive and the Company agree that the foregoing right of the Continuation Period. The Company’s good faith determination Company to terminate the Severance Payments shall be enforceable by the Company notwithstanding any ruling by any court or any arbitrator that one or more of the amount that would have been contributed or the value provisions of Section 3 are unenforceable for any Benefits that would have accrued under any plan shall be binding and conclusive on the Executivereason whatsoever. For this purposepurposes hereof, "Average Compensation" shall mean (x) the Company may use as average of the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, Annual Salary earned by the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to during the two years preceding the date of termination, subjector (y) if this Agreement has been in effect for less than two years on the date of such early termination, however, (A) the total Annual Salary earned by the Executive during the period from the Effective Date to the provisions date of Section 4.1such termination, divided by (B) the total number of days in such period, multiplied by (C) 365.

Termination Without Cause. At any time Subject to the provisions of Section 4(c), if, prior to the expiration of the Employment Term, the Company shall have terminates the right upon ninety (90) days written notice Employee’s employment without Cause, the Company shall, subject to the Executive Employee’s execution of a general release of claims against the Company in a form substantially similar to terminate the Term form attached hereto as Exhibit A, provide the Employee with Severance Benefits and Continued Health Benefits. “Severance Benefits” means an amount equal to one and one half (1.5) times the sum of Employment(i) Base Salary (at the rate in effect on the date the Employee’s employment is terminated) plus (ii) Bonus (defined as the greater of (1) the average bonus amount paid to the Employee over the three fiscal years immediately preceding the year of termination and (2) 50% of Base Salary at the rate in effect on the date the Employee’s employment is terminated), paid over the eighteen (18)-month period immediately following Employee’s termination of employment without Cause (such period being referred to hereunder as the “Severance Period”), at such intervals as the Employee would have received payments of Base Salary if he had remained in the active service of the Company. Upon any The Company shall also provide the Employee and his eligible dependents with group medical and life insurance after termination pursuant of the Employee’s employment without Cause (to this Section 5.4 (that is not a the extent such eligible dependents were participating in the Company’s group medical and life insurance programs prior to the Employee’s termination under any of Sections 5.1employment) or, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does such participation is not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Datepermitted, a lump sum benefit cash payment equal to the value of the portion benefit excluded, payable in equal monthly installments beginning 60 days following the Employee’s Separation from Service (as defined in Section 4(f) hereof) (the “Continued Health Benefits”) until the earlier of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to (x) the end of the Continuation PeriodSeverance Period or (y) the Employee obtaining other employment and becoming eligible to participate in the medical and life insurance plans of his new employer. The Company’s good faith determination Any general release of claims against the amount that would have been contributed or the value of any Benefits that would have accrued under any plan Company required pursuant to this Section 4(b) shall be binding executed and 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 Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to irrevocable within sixty (60) days following the date of termination, subject, however, to the provisions Employee’s termination of Section 4.1employment.

Termination Without Cause. At any time the The Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of EmploymentEmployment at any time by written notice to the Employee not less than 30 days prior to the effective date of such termination. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, or 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall shall: (ia) pay to the Executive Employee any unpaid Base Salary through the effective date of termination of the Term of Employment specified in such notice; (b) pay to the Employee the accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the date of termination of the Term of Employment; (iic) continue to pay the ExecutiveEmployee’s Base Salary for a period (the “ “Continuation Period”) through the date on which the Term of 12 months following Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination of the Executive’s employment with the Companypursuant to this Section 5, in the manner and at such time times as the Base Salary otherwise would have been payable to the Executive, Employee; (iiid) continue to pay the Employee Incentive Compensation and continue to provide the Executive Employee with benefits that are comparable, in the aggregate, to the benefits he was receiving under Sections 4.2 and 4.4 4.3 hereof (the “Benefits”) ), through the end of the Continuation Period in the manner and at such times as the Incentive Compensation and Benefits otherwise would have been payable or provided to the Executive, and Employee; (ive) pay to the Executive Employee his Termination Year Bonus, if any, at the time provided in Section 3.2; (f) pay to the Employee as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination ; and (g) if such termination occurs and is effective after December 31, 2008 but before the Expiration Date, pay to the Employee as a single lump sum payment, within 30 days of the amount Expiration Date, equal to the Employee’s then current Base Salary. In the event that would have been contributed or the Company is unable to provide the Employee with any Benefits required hereunder by reason of the termination of the Term of Employment pursuant to this Section 5.4, then the Company shall pay the Employee cash equal to the value of any Benefits the Benefit that otherwise would have accrued for the Employee’s benefit under any plan shall the plan, for the period during which such Benefits could not be binding and conclusive on provided under the Executiveplans, said cash payments to be made monthly throughout the Continuation Period. For this purpose, the Company may use as the value of any Benefit shall be the cost amount that the Employee is required to pay to obtain that Benefit (fully grossed up for taxes at the highest marginal rate applicable to the Company of providing that Benefit Employee calculated in a similar manner to the ExecutiveGross-Up Payment described in Section 4.6). FurtherUpon any termination effected and compensated pursuant to this Section 5.4, the Executive shall become immediately vested in his Stock Options. The Company 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 4.1).

Termination Without Cause. At any time the The Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of EmploymentEmployee’s employment Without Cause at any time. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2termination, the Company shall pay to Employee (i) pay to any compensation (including accrued vacation time and a pro-rated bonus under the Executive any unpaid Base Salary Company’s Bonus Plan through the effective date of termination specified in such notice, Without Cause) due that would otherwise have been payable through the date of termination Without Cause promptly after the date of termination Without Cause (but the pro-rated bonus will be paid when otherwise payable had he continued as an employee of the Company) and (ii) continue two year’s base salary plus, if Employee has completed more than five years of service, including service as a member of the Board of Directors, an additional amount equal to pay his monthly base salary for each year of completed service in excess of five years which shall be paid in 24 equal monthly payments commencing with the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months month following the termination of the Executive’s employment with the Company, month in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of which his employment hereunder prior to the end of the Continuation Period. 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 is terminated Without Cause and shall be binding paid when otherwise payable had he continued as an Employee and 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 Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder obligations to Employee under this Agreement. If Employee is a Specified Employee on the date his employment is terminated Without Cause, the monthly payments under Section 5(c)(ii) shall not commence until the first month next following the six-month anniversary of the date his employment so terminated. For purposes of this Agreement, an Employee shall be considered a “Specified Employee” as provided in Code §409A and the Treasury regulations promulgated thereunder. If Employee dies after his employment is terminated Without Cause and before his receipt of all salary continuation payments due Employee under this Section 5(c), the balance shall be paid to his estate in the same manner and at the same time as specified in this Section 5(c). During the required period of continuation coverage within the meaning of Code §4980B(f)(2)(B)(i)(I), Employee shall be reimbursed by the Company within five days of each payment by Employee of the monthly premium payable to continue coverage of Employee and his dependents under the Company’s group health plan or plans following the date his employment is terminated Without Cause in an amount equal to the amount of that monthly premium payable by Employee for such continuation coverage. Termination “Without Cause” means the termination of Employee’s employment either (i) by the Company for a reason other than for reimbursement for reasonable business expenses incurred Cause or (ii) by the Company or Employee resulting from a “Change of Control.” For purposes of this Agreement, a “Change of Control” means the occurrence of any of the following events: (A) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than one or more Permitted Holders, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Parent representing (1) 50% or more of the combined voting power of the Parent’s then outstanding securities prior to the date a “Qualified Public Offering” (which, for purposes of termination, subject, however, to the provisions of Section 4.1.this Agreement,

Termination Without Cause. At any time Subject to the provisions of Section 4(c), if, prior to the expiration of the Employment Term, the Company shall have terminates the right upon ninety (90) days written notice Employee’s employment without Cause, the Company shall, subject to the Executive Employee’s execution of a general release of claims against the Company in a form substantially similar to terminate the Term form attached hereto as Exhibit A, provide the Employee with Severance Benefits and Continued Health Benefits. “Severance Benefits” means an amount equal to one and one half (1.5) times the sum of Employment(i) Base Salary (at the rate in effect on the date the Employee’s employment is terminated) plus (ii) Bonus (defined as the greater of (1) the average bonus amount paid to the Employee over the three fiscal years immediately preceding the year of termination and (2) 50% of Base Salary at the rate in effect on the date the Employee’s employment is terminated), paid over the eighteen (18)‑month period immediately following Employee’s termination of employment without Cause (such period being referred to hereunder as the “Severance Period”), at such intervals as the Employee would have received payments of Base Salary if he had remained in the active service of the Company. Upon any The Company shall also provide the Employee and his eligible dependents with group medical and life insurance after termination pursuant of the Employee’s employment without Cause (to this Section 5.4 (that is not a the extent such eligible dependents were participating in the Company’s group medical and life insurance programs prior to the Employee’s termination under any of Sections 5.1employment) or, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does such participation is not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Datepermitted, a lump sum benefit cash payment equal to the value of the portion benefit excluded, payable in equal monthly installments beginning 60 days following the Employee’s Separation from Service (as defined in Section 4(f) hereof) (the “Continued Health Benefits”) until the earlier of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to (x) the end of the Continuation PeriodSeverance Period or (y) the Employee obtaining other employment and becoming eligible to participate in the medical and life insurance plans of his new employer. The Company’s good faith determination Any general release of claims against the amount that would have been contributed or the value of any Benefits that would have accrued under any plan Company required pursuant to this Section 4(b) shall be binding executed and 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 Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to irrevocable within sixty (60) days following the date of termination, subject, however, to the provisions Employee’s termination of Section 4.1employment.

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of EmploymentEmployment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, or 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period of twelve (12) months from notice of termination hereunder payable in installments consistent with the Company’s normal payroll schedule, subject to applicable withholding and other taxes (the “ “Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive), (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 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) pay . In the event that the Company is unable to provide the Executive as a single lump sum payment, within 30 days with any Benefits required hereunder by reason of the Expiration Datetermination of the Executive’s employment pursuant to this Section 5.4, a lump sum benefit then the Company shall pay the Executive cash equal to the value of the portion of his benefits Benefit that otherwise would have accrued for the Executive’s benefit under any savingsthe plan, pension, profit sharing or deferred compensation plans that are forfeited for the period during which such Benefits could not be provided under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Periodplans. 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 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 Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs). For all purposes under this Agreement, the failure by 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 treated as if the Company terminated this Agreement pursuant to this Section 5.4.

Termination Without Cause. At The Company may remove Executive, at any time the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of Employment Term, without cause from the amount that would have been contributed or position in which Executive is employed hereunder (in which case the value of any Benefits that would have accrued under any plan Employment Term shall be binding and conclusive on deemed to have ended) upon not less than sixty (60) days' prior written notice to Executive; provided, however, that in the Executive. For this purposeevent that such notice is given, the Company may use as the value of Executive shall be under no obligation to render any Benefit the cost additional services to the Company of providing that Benefit to the Executive. Furtherand, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, subject to the provisions of Section 4.13 hereof, shall be allowed to seek other employment. Upon any such removal, Executive shall be entitled to receive as liquidated damages for the failure of the Company to continue to employ Executive, only the amount due to Executive under the Company's then-current severance pay plan for employees. No other payments or benefits shall be due under this Agreement to Executive, except that Executive shall be entitled to receive payments or benefits under the then-existing Benefit Coverages in which Executive is participating in accordance with the respective terms of such Benefit Coverages. Notwithstanding any provision in this Agreement or the BTWO Stock Option Agreement to the contrary, if Executive is terminated by the Company without cause after the first twelve (12) months, an amount equal to the lesser of one-half (1/2) of the remaining options to be vested under the then-remaining Employment Term or twelve (12) additional months of vesting shall be vested and exercisable in accordance with the BTWO Stock Option Agreements. Notwithstanding the foregoing, upon such removal, without cause under Section 5.4., in the event that Executive executes a written release of any and all claims against the Company and all related parties with respect to all matters arising out of Executive's employment by the Company (other than Executive's entitlement under any stock options, employee benefit plan or program sponsored by the Company in which Executive participated and under which Executive has accrued a benefit), and the termination thereof, Executive shall be entitled to receive, in lieu of the payment described in subsection 5.4. hereof, which Executive agrees to waive, (i) in equal monthly installments, as liquidated damages for the failure of the Company to continue to employ Executive, an amount equal to the amount of Executive's Base Salary and annual bonus, if any, for the lesser of the Remaining Employment Term or twelve (12) months, provided that Executive remains in compliance with the provisions of Sections 2 and 3 hereof; (ii) continuation of those Benefit Coverages as in effect at the time of such termination or removal, or to receive cash in lieu of such benefits or premiums, as applicable, where such Benefit Coverages may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the Benefit Coverage is provided) under applicable law or regulation, for the lesser of the Remaining Employment Term or twelve (12) months; (iii) any other amounts earned, accrued or owing but not yet paid under Section 1 above; and (iv) any other benefits in accordance with applicable plans and programs of the Company.

Termination Without Cause. At any time the The Company shall have the right upon ninety (90) days to terminate the Term of Employment by written notice to the Executive not less than thirty (30) days prior to terminate the Term of Employmenttermination date. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.3 or 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2), the Company shall (i) pay to the Executive any on the termination date unpaid Base Salary Salary, if any, through the effective date of termination specified in such notice, (ii) continue pay to pay the Executive’s Base Salary Executive the accrued but unpaid Incentive Compensation, if any, for a period (any Bonus Period ending on or before the “ Continuation Period”) date of 12 months following the termination of the Executive’s 's employment with the Company, at the time provided in the manner and at such time as the Base Salary otherwise would have been payable to the ExecutiveSection 3.2a, (iii) pay to the Executive on the termination date a lump sum payment equal to three (3) times the sum of (x) his Base Salary and (y) the accrued but unpaid Bonus for the year in which such termination occurs, (iv) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”"BENEFITS") through for a period of three (3) years immediately following the end date of the Continuation Period his termination in the manner and at such times as the Benefits otherwise would have been provided to the Executive, and ; (ivv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Datedate of termination, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans but that would not have been forfeited if the Executive's employment had contained for an additional three (3) years. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of his employment hereunder prior to the end of the Continuation Period. 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 conclusive on the Executive's employment pursuant to this Section 5.4, then the Company shall promptly reimburse the Executive for amounts paid by the Executive to acquire comparable coverage. For Upon any termination effected and compensated pursuant to this purposeSection 5.4, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs).

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days to terminate this Agreement and Employee’s employment hereunder by written notice to the Executive to terminate the Term of EmploymentEmployee. Upon any termination without Cause pursuant to this Section 5.4 4.4, Company (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company a) shall (i) pay to the Executive Employee any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion amounts of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have Total Salary accrued under any plan shall be binding and 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 Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject(b) shall reimburse Employee for all expenses described in Section 3.1 of this Agreement incurred prior to the date of termination and (c) shall pay Employee an amount (“Severance Payments”) equal to his Total Salary for a period of twelve (12) months, paid ratably over such twelve (12) month period or in a lump sum, as determined by the 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 revoked it during any applicable statutory revocation period. Employee will forfeit the right to any Severance Payments under this Section 4.4 unless such release is signed and not subsequently revoked within ninety (90) days after it is 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 providing the Severance Benefits, if any, required by this Section 4.4, Company shall have no further liability to Employee other than any 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 provisions of Section 4.1terms thereof.

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of EmploymentEmployment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 5.5 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.25.6), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s 's Base Salary for a period (the “ " Continuation Period”") through the date on which the Term of 12 months following the termination of the Executive’s employment with the Company, Employment would have ended pursuant to Section 2 hereof in the manner and at such time as the Base Salary otherwise would absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder, provided, however, Executive shall have been payable employed by Company for a period of at least ninety (90) days to the Executivebe eligible for such payment, (iii) continue to provide the Executive with the benefits he he/she was receiving under Sections 4.2 and 4.4 hereof (the “"Benefits”") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive, and provided, however, Executive shall have been employed by Company for a period of at least ninety (iv90) pay days to be eligible for such Benefits or payment of the cash value of such Benefits, as set forth below. In the event that the Company is unable to provide the Executive as a single lump sum payment, within 30 days with any Benefits required hereunder by reason of the Expiration Datetermination of the Executive's employment pursuant to this Section 5.4, a lump sum benefit then the Company shall pay the Executive cash equal to the value of the portion of his benefits Benefit that otherwise would have accrued for the Executive's benefit under any savingsthe plan, pension, profit sharing or deferred compensation plans that are forfeited for the period during which such Benefits could not be provided under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Periodplans. The Company’s '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 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 Executive shall become immediately vested in his vesting of the Executive's Stock Options, if any, shall be subject to the terms of the Stock Option Plan. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs). For all purposes under this Agreement, the failure by 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 treated as if the Company terminated this Agreement pursuant to this Section 5.4.

Termination Without Cause. At any time time, the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of EmploymentEmployment 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 Sections 5.15.1 or 5.5), 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under subject to the terms of section 2.2Section 5.11 below, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such noticeAccrued Obligations, (ii) continue to pay the Executive’s Base Salary for a the period (equal to the “ Continuation Period”) of 12 months following the termination remainder of the Executive’s employment with the CompanyInitial Term, in the manner if any, and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he he/she was receiving under Sections Section 4.2 and 4.4 hereof (collectively, the “Benefits” and, each, a “Benefit”) through the end of the Continuation Period Initial Term in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive, Executive (such payments and Benefits provided by clauses (ii) and (iviii), the “Severance Benefits”). For purposes of continuation of Benefits provided by clause (iii) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Datepreceding sentence, if a lump sum benefit 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 equal to the value insurance premium the Company would pay if Executive was then an active employee of the portion of his benefits under Company. In the event that the Company is unable to provide the Executive with any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans Benefit required hereunder by reason of the termination of his the Executive’s employment hereunder prior 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 end cost to the Company of such Benefit that otherwise would have accrued for the Continuation PeriodExecutive’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 value of any Benefits that would have accrued under any plan shall be binding and 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, if Executive is terminated without cause under this Section 5.2, then the Executive Executive’s Equity Awards, if any, shall become immediately vested in his Stock Optionsvest notwithstanding any other provisions of such Equity Award Agreements to the contrary. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior hereunder. For all purposes under this Agreement, the failure of the Parties to renew this Agreement following the date expiration of termination, subject, however, the Term shall be treated as if the Company terminated this Agreement pursuant to the provisions of this Section 4.15.2.

Termination Without Cause. At If the Company terminates Executive’s employment at any time prior to a Change of Control without Cause (and other than as a result of Executive’s death or disability) and such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)), Executive shall be eligible for the following severance benefits (the “Severance Benefits”): (i) the Company shall have the right upon ninety make a lump sum severance payment to Executive in an amount equal to eighteen (9018) days written notice to the Executive to terminate the Term months of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term then-current base salary plus 150% of Employment under the terms greater of section 2.2(A) 80% of the Target Bonus for the year in which the termination occurs and (B) the prior year’s Target Bonus actually earned by Executive, the Company shall (i) pay subject to the Executive any unpaid Base Salary through the effective date of termination specified in such noticewithholdings and deductions, (ii) continue the vesting of each then-outstanding, unvested equity award held by Executive will accelerate as to pay that number of shares under each such award that would have vested in the Executive’s Base Salary ordinary course had Executive continued to be employed by the Company for an additional eighteen (18) months (or, if no shares would vest during such time under a period specific award due to a cliff vesting provision, then the number of shares vesting and becoming exercisable pursuant to this paragraph shall equal the product of (A) the “ Continuation Period”total number of shares subject to the award and (B) a fraction, the numerator of 12 which is eighteen (18) and the denominator of which is the total number of months following in the termination vesting schedule), with such vesting occurring as of the date of the Executive’s termination, (iii) the post-termination exercise period of all non-statutory stock options then held by Executive shall be extended so that such options, to the extent vested, are exercisable until the earlier of (A) the original term expiration date for such award and (B) the first anniversary of Executive’s termination date and (iv) if Executive timely elects COBRA health insurance coverage, the Company will pay Executive’s COBRA premiums for eighteen (18) months following the date his employment with terminates or until such earlier date as he is no longer eligible for COBRA coverage or he becomes eligible for health insurance coverage from another source (provided that Executive must promptly inform the Company, in writing, if he becomes eligible for health insurance coverage from another source within eighteen (18) months after the manner and at such time as the Base Salary otherwise would have been payable termination). Executive shall not be entitled to the Executive, (iii) continue to provide Severance Benefits unless and until the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end release requirements set forth in Section 5 of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that this Agreement are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. 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 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 Executive shall become immediately vested in his Stock Options. The Company 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 4.1satisfied.

Termination Without Cause. At The employment of the Employee may be terminated without Cause at any time by the Company shall have vote of a majority of the right upon ninety (90) days written notice Board on delivery to the Executive to terminate Employee of a written Notice of Termination (as defined in SECTION 13(A)). On the Term Date of Employment. Upon any termination Termination (as defined in SECTION 13(B)) pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2SECTION 11(B), the Company shall pay to the Employee in a lump sum in lieu of payments under SECTIONS 4(A), 4(B) AND 5 for the remainder of the Term an amount equal to the sum of (i) pay to the Executive any unpaid all Base Salary payable under SECTION 4(A) through the effective date of termination specified in such noticedate, (ii) continue a pro-rated portion of the maximum Bonus available to pay the Executive’s Base Salary Employee under SECTION 4(B) for a period (the “ Continuation Period”) of 12 months following year in which the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executiveoccurs, (iii) continue an amount equal to provide three times the Executive with Employee's Total Compensation for the benefits he was receiving under Sections 4.2 and 4.4 hereof (twelve months preceding the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executivetermination date, and (iv) pay to One Million Five Hundred Thousand Dollars ($1,500,000.00). In addition, provided that Employee has complied with the Executive as a single lump sum paymentprovisions of SECTION 16 hereof, within 30 days on each of the Expiration Datefirst and second anniversaries of the Date of Termination of the Employee's employment, the Company shall pay the Employee in a lump sum benefit One Million Two Hundred Fifty Thousand Dollars ($1,250,000.00). For purposes of this SECTION 11(B), the Employee's Total Compensation shall equal the sum of the Base Salary, maximum Bonus of 100% of such Base Salary (whether or not the entire amount was actually earned or paid to the Employee), fair value of vehicle allowance and other benefits and expense reimbursements described in SECTIONS 4(D) and 5, and any director's fees paid to the portion of his benefits under any savingsEmployee by the Company. In addition, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason on termination of the termination Employee under this SECTION 11(B), all of his employment hereunder prior the Employee's unvested Options and other options, warrants and rights relating to capital stock of the Company shall immediately vest and become exercisable. The term of any such options (including the Options), warrants and rights shall be extended to the end fifth anniversary of the Continuation PeriodEmployee's termination. The Company’s good faith determination of Employee acknowledges that extending the amount that would have been contributed or the value term of any Benefits incentive stock option pursuant to this SECTION 11(B), or SECTION 11(C), 11(D) OR 12(A), could cause such option to lose its tax-qualified status under the Internal Revenue Code of 1986, as amended (the "Code"), and agrees that would have accrued under any plan shall be binding and 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 Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than obligation to compensate the Employee for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1any additional taxes he incurs as a result.

Termination Without Cause. At any time the The Company shall have the right upon ninety (90) days written notice to the Executive -------------------------- to terminate the Term of EmploymentEmployment by written notice not less than thirty (30) days prior to the termination date, to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.3 or 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall (i) pay to the Executive any on the termination date unpaid Base Salary Salary, if any, through the effective date of termination specified in such notice, (ii) continue ii)pay to pay the Executive’s Base Salary Executive the accrued but unpaid Incentive Compensation, if any, for a period (any Bonus Period ending on or before the “ Continuation Period”) date of 12 months following the termination of the Executive’s 's employment with the Company, at the time provided in the manner and at such time as the Base Salary otherwise would have been payable to the ExecutiveSection 3.2a, (iii) pay to the Executive on the termination date a lump sum payment equal to three (3) times the sum of (x) his Base Salary, if any as of the date of his termination and (y) the accrued but unpaid Bonus for the year in which such termination occurs, (iv) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “"Benefits”") through for a period of three (3) years immediately following the end date of the Continuation Period his termination in the manner and at such times as the Benefits otherwise would have been provided to the Executive, and ; (ivv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Datedate of termination, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans but that would not have been forfeited if the Executive's employment had contained for an additional three (3) years. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of his employment hereunder prior to the end of the Continuation Period. 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 conclusive on the Executive's employment pursuant to this Section 5.4, then the Company shall promptly reimburse the Executive for amounts paid by the Executive to acquire comparable coverage. For Upon any termination effected and compensated pursuant to this purposeSection 5.4, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs).

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of EmploymentEmployment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, or 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period of twelve (12) months from notice of termination hereunder payable in installments consistent with the Company’s normal payroll schedule, subject to applicable withholding and other taxes (the “ “Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive), (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 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) pay . In the event that the Company is unable to provide the Executive as a single lump sum payment, within 30 days with any Benefits required hereunder by reason of the Expiration Datetermination of the Executive’s employment pursuant to this Section 5.4, a lump sum benefit then the Company shall pay the Executive cash equal to the value of the portion of his benefits Benefit that otherwise would have accrued for the Executive’s benefit under any savingsthe plan, pension, profit sharing or deferred compensation plans that are forfeited for the period during which such Benefits could not be provided under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Periodplans. 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 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 Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs). For all purposes under this Agreement, the failure by 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 not be treated as if the Company terminated this Agreement pursuant to this Section 5.4.

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of EmploymentEmployment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, or 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period of twelve (12) months from notice of termination hereunder payable in installments consistent with the Company’s normal payroll schedule, subject to applicable withholding and other taxes (the “ “Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive), (iii) continue to provide the Executive with the benefits he was receiving under Sections Section 4.2 and 4.4 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) pay . In the event that the Company is unable to provide the Executive as a single lump sum payment, within 30 days with any Benefits required hereunder by reason of the Expiration Datetermination of the Executive’s employment pursuant to this Section 5.4, a lump sum benefit then the Company shall pay the Executive cash equal to the value of the portion of his benefits Benefit that otherwise would have accrued for the Executive’s benefit under any savingsthe plan, pension, profit sharing or deferred compensation plans that are forfeited for the period during which such Benefits could not be provided under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Periodplans. 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 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 Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs). For all purposes under this Agreement, the failure by 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 not be treated as if the Company terminated this Agreement pursuant to this Section 5.4.

Termination Without Cause. At The Company has the right, at any time during the Company shall have Term, subject to all of the right upon ninety 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 (90) days written notice including any termination which is deemed to be a constructive termination without Cause under Section 4.6 hereof), the Company's obligation to the Executive shall be limited solely to terminate (i) the vesting of all stock options granted to the Executive by the Company and (ii) the payment, at the times and upon the terms provided for herein, of the greater of (a) the Executive's Annual Salary and Incentive Bonus for the number of full months remaining in the Term of Employment. Upon any termination pursuant to this Section 5.4 Agreement had the Executive not been so terminated and (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew b) the Executive’s Term of Employment under the terms of section 2.2, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base 's Annual Salary for a period (of 36 months, in each case based on the “ Continuation Period”) of 12 months following the termination Annual Salary of the Executive’s employment with Executive in effect on the Companydate of termination (or, in if the manner and at such time as the Base Salary otherwise would have been payable to Company has reduced the Executive's Annual Salary in breach of this Agreement, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, 's Annual Salary before such reduction) together with all unpaid Incentive Bonus and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing Benefits awarded or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. 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 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 Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior up to the date of termination. If the Executive is terminated after he has received one Incentive Bonus, subjectthe Incentive Bonus in clause (ii)(a) shall be based on the amount of that one Incentive Bonus; if he has not yet received an Incentive Bonus, howeverit shall be based on the maximum Incentive Bonus (i.e., 75% of the Annual Salary). In the event of a termination by the Company without Cause within 180 days after a Change of Control (as hereinafter defined), including a constructive termination without Cause pursuant to Section 4.6, the amounts due to the provisions of Executive pursuant to this Section 4.14.3 shall be due and payable in one lump-sum payment within 60 days after such termination. In all other cases, any amounts due to the Executive pursuant to this Section 4.3 shall be due and payable as and when they would have become due and payable absent such termination.

Termination Without Cause. At The Company has the right, at any time during the Company shall have Term, subject to all of the right upon ninety 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 (90) days written notice including any termination which is deemed to be a constructive termination without Cause under Section 4.6 hereof), the Company's obligation to the Executive shall be limited solely to terminate 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 Employment. Upon any termination pursuant to this Section 5.4 Agreement (that is not a termination under any assuming no automatic extension of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall (iTerm) pay to had the Executive any unpaid Base Salary through the effective date of termination specified in such notice, not been so terminated and (ii) continue to pay the Executive’s Base 's Annual Salary for a period (of twelve months, in each case based on the “ Continuation Period”) of 12 months following the termination Annual Salary of the Executive in effect on the date of termination (or, if the Company has reduced the Executive’s employment with 's Annual Salary in breach of this Agreement the CompanyExecutive's Annual Salary before such reduction) and, in the manner and at such time as case of clause (i), the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide average Incentive Bonus received by the Executive for the immediately preceding two fiscal years, together with the benefits he was receiving under Sections 4.2 all unpaid Incentive Bonus and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing awarded or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. 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 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 Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior up to the date of termination. If the Executive is terminated after he has received one Incentive Bonus but before he has received two, subjectthe Incentive Bonus in clause (i) shall be based on the amount of that one Incentive Bonus; if he has not yet received an Incentive Bonus, howeverit shall be based on the maximum Incentive Bonus (I.E., one half of the Annual Salary). In the event of a termination by the Company without Cause within 180 days after a Change of Control (as hereinafter defined), including a constructive termination without Cause pursuant to Section 4.6, the amounts due to the provisions of Executive pursuant to this Section 4.14.3 shall be due and payable in one lump-sum payment within 60 days after such termination. In all other cases, any amounts due to the Executive pursuant to this Section 4.3 shall be due and payable as and when they would have become due and payable absent such termination.

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days written notice Subject to the Executive to provisions of Section 9, this Agreement shall terminate automatically upon the Term occurrence of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1Termination Without Cause, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall whereupon (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, Company shall: (ii1) continue to pay the Executive’s Base Salary for a period (Salary, as then in effect, to the “ Continuation Period”) of 12 months following Executive until the termination of the Executive’s employment with the CompanyExpiration Date, in the same manner and at the same times as such time as the Base Salary otherwise would have otherwise been payable to the ExecutiveExecutive had this Agreement not been terminated; (2) within 90 days of the occurrence of such Termination Without Cause, pay to the Executive an amount in cash equal to two times the amount of Bonus paid to the Executive in respect of the fiscal year of the Company immediately preceding the year in which such Termination Without Cause occurs; and (iii3) continue to provide health, life and, to the extent permissible under the applicable plans, disability insurance benefits to the Executive with until the Expiration Date, which benefits shall not at any time be less favorable than those which the Executive would have received had he continued to be employed by the Company at such time pursuant to this Agreement; provided, however, that if the Executive should subsequently obtain employment from any source which provides such insurance benefits to Executive at no out-of-pocket cost to him, then the benefits he to be provided to the Executive under this clause (3) shall be appropriately reduced for so long as such subsequent employment continues and the Executive continues to receive such benefits from such subsequent employer; and (ii) all stock options, shares of restricted stock and other awards granted under or otherwise subject to the Company Stock Plan then held by the Executive will fully, immediately and automatically vest and be exercisable as and to the extent permitted by the Company Stock Plan. In addition, if (i) an Extraordinary Event occurs within one year after the occurrence of such Termination Without Cause and (ii) a definitive agreement relating to the specific merger, consolidation, asset sale or other similar transaction (or relating another substantially similar transaction) which gave rise to such Extraordinary Event had been executed and delivered by all parties thereto and was receiving under Sections 4.2 and 4.4 hereof (in effect at the “Benefits”) through time such Termination Without Cause, then the end of the Continuation Period in the manner as Benefits otherwise would have been provided Company shall pay to the Executive, and within ten business days after the occurrence of such Extraordinary Event, all amounts (ivwithout duplication) pay to which the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. 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 conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost entitled pursuant to the Company of providing that Benefit to the Executive. Further, Section 4(b) assuming the Executive shall become had made the election to convert this Agreement to a consulting agreement pursuant to Section 4(c) immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to after the date occurrence of termination, subject, however, to the provisions of Section 4.1such Extraordinary Event.

Termination Without Cause. At The Company may terminate Executive’s employment with the Company at any time during the Term, for any reason and without Cause, by giving her written notice thirty (30) days prior to the date of termination. Until the effective date of any such termination, the Company shall continue to pay to Executive the full compensation specified in this Agreement, including the benefits provided at paragraph 3(d). Following the date of termination, Executive shall make herself reasonably available to members of the Board and other senior managers and officers of the Company to assist in the transition of responsibilities and information to others and to facilitate the orderly conduct of business operations. Upon termination, the Company shall have the right upon ninety (90) days written notice no other financial obligations to the Executive to terminate the Term of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1compensation or benefit plan, 5.2, 5.3, 5.5, 5.6 program or policy and Executive’s participation in the event that Company’s compensation and benefit plans, programs and policies shall cease as of the Company does not renew the date of Executive’s Term of Employment termination except as set forth herein or as expressly provided under the terms of section 2.2any such plans, programs or policies, or as required by applicable law. However, in addition to the above, if Executive is terminated (i) pursuant to this subparagraph 8(d) or (ii) the Term is not extended in accordance with Section 4 and for any reason other than Cause, the Company shall (i) pay Executive a severance amount equal to the Executive any unpaid six (6)) months Base Salary through over the effective date of termination specified in such noticefollowing six (6) months at the Company’s normal pay periods, and (ii) continue provide Executive coverage under the Company’s health insurance program, under the same terms as are available to pay other senior executive officers of the Executive’s Base Salary Company, for a period of six (6) months, after which Executive would be eligible for COBRA continuation coverage, or until she has obtained substantially equivalent new coverage, as determined by the “ Continuation Period”) of 12 months following the termination Board or a committee thereof in its discretion, through successor employment, whichever occurs sooner. If, in respect of the fiscal year in which Executive’s employment with terminates pursuant to this subparagraph 8(d), the Company, Board or a committee thereof determines in the manner and at such time as the Base Salary its discretion that she would otherwise would have been payable entitled to the Executive, (iiireceive Incentive Compensation under subparagraph 3(c) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end operations of the Continuation Period. 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 Company during such fiscal year, Executive shall be binding entitled to receive a pro rata portion of her Incentive Compensation for such year. Such pro rata portion shall equal the product of (x) the full amount of such Incentive Compensation, and conclusive on the Executive. For this purpose(y) a fraction, the Company may use as numerator of which is the value number of any Benefit days in the cost to the Company fiscal year of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred ’s termination without Cause prior to the date of termination, subject, however, to and the provisions denominator of Section 4.1which is the total number of days in such fiscal year.

Termination Without Cause. At any time In the Company shall have the right upon ninety (90) days written notice to the Executive to terminate event the Term of Employment. Upon any termination Employment is terminated other than pursuant to this Section 5.4 (that is not a termination under any of Sections 5.18(a), 5.28(b), 5.38(c) or 8(e), 5.5, 5.6 or in the event that then the Company does not renew the Executive’s Term of Employment under the terms of section 2.2shall, the Company shall (i) as liquidated damages, pay to the Executive any unpaid in a lump-sum promptly after the Date of Termination the following: (i) a lump-sum amount equal to the Base Salary through in effect on the effective date last day of termination specified in such noticeemployment (subject to the Company's receipt of a Release), (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise due for what would have been payable to the Executiveremaining Term of Employment as of the Date of Termination (assuming no renewal) (the "TERMINATED TERM OF EMPLOYMENT"), (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason unused vacation accrued as of the termination Date of his employment hereunder prior Termination, (iv) an amount that the MCC determines, in its sole discretion, is appropriate to compensate the Executive for the bonus opportunity he had for the current year through the Date of Termination for which no bonus has previously been paid and (v) the other payments described in Section 10(d). In addition, in the event of such a termination, subject to the end last sentence of the Continuation Period. 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 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. FurtherSection 10(a), the Executive shall become immediately vested be entitled to continue receiving the benefits provided in his Stock OptionsSection 7(a) for up to twelve (12) months following the Date of Termination. The Company Upon payment of the foregoing, the Executive shall have no further liability hereunder right to receive any other than compensation or other benefits after such termination. The Executive shall not be required to mitigate the amount of any payments provided for reimbursement in this Section 10(a) by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for reasonable business expenses incurred prior to in this Section 10(a) be reduced by any compensation earned by the date Executive as the result of termination, subjectemployment by another employer or by any retirement benefits. The Executive shall cease receiving any of the Section 7(a) benefits provided for hereunder, however, on the first date on which the Executive is eligible to receive the provisions same type of benefit from a new employer or entity for whom he is acting as an independent contractor. The Executive shall cease receiving one type of Section 4.17(a) benefit, but not another if he does not receive such other benefit in his new position.

Termination Without Cause. At any time Subject to the provisions of Section 4(c), if, prior to the expiration of the Employment Term, the Company shall have terminates the right upon ninety (90) days written notice Employee’s employment without Cause, the Company shall, subject to the Executive Employee’s execution of a general release of claims against the Company in a form substantially similar to terminate the Term form attached hereto as Exhibit A, provide the Employee with Severance Benefits. “Severance Benefits” means an amount equal to one and one half (1.5) times the sum of Employment. Upon any (i) Base Salary (at the rate in effect on the date the Employee’s employment is terminated) plus (ii) Bonus (defined as the greater of (1) the average bonus amount paid to the Employee over the three fiscal years immediately preceding the year of termination and (2) 50% of Base Salary at the rate in effect on the date the Employee’s employment is terminated), paid over the eighteen (18)-month period immediately following Employee’s termination of employment without Cause (such period being referred to hereunder as the “Severance Period”), at such intervals as the same would have been paid had the Employee remained in the active service of the Company; provided, however, that if the Employee is entitled to a greater number of severance payments pursuant to this Section 5.4 the Company’s severance plan, if any, he will be entitled to receive the severance payments payable under such severance plan. The Company shall also provide the Employee and his eligible dependents with group medical and life insurance after termination of the Employee’s employment without Cause (that is not a to the extent such eligible dependents were participating in the Company’s group medical and life insurance programs prior to the Employee’s termination under any of Sections 5.1employment) or, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does such participation is not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Datepermitted, a lump sum benefit cash payment equal to the value of the portion benefit excluded, payable in equal monthly installments beginning 60 days following the Employee’s Separation from Service (as defined in Section 4(f) hereof) (the “Continued Health Benefits”) until the earlier of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to (x) the end of the Continuation PeriodSeverance Period or (y) the Employee obtaining other employment and becoming eligible to participate in the medical and life insurance plans of his new employer. The Company’s good faith determination Any general release of claims against the amount that would have been contributed or the value of any Benefits that would have accrued under any plan Company required pursuant to this Section 4(b) shall be binding executed and 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 Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to irrevocable within sixty (60) days following the date of termination, subject, however, to the provisions Employee’s termination of Section 4.1employment.

Termination Without Cause. At During the Term, the Company may terminate the Employee's employment under this Agreement at any time for any reason other than for 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 for 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 have receive severance payments as follows: (i) the right upon ninety Employee shall continue to receive his base salary on a monthly basis for the remainder of the calendar year in which such termination occurred, (90ii) days written notice if termination occurs after December 31, 2001, the Employee shall be paid an annual bonus for the calendar year in which such termination occurred equal to the Executive average of the bonuses paid to terminate the Term Employee for the three fiscal years (or if shorter, the period of the Employee's employment) 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 employment plus, if termination occurs after December 31, 2001, an amount equal to the average of the bonuses paid to the Employee for the three fiscal years (or if shorter, the period of the Employee's employment) preceding the year in which employment is terminated, 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. Upon any termination , the Employee shall be entitled to receive the total severance pay provided for under this Section 7(b) in a single payment 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 5.4 (that is not 7(b) in a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or single payment on the date when a Change in Control occurs. In the event that the independent accountants acting as auditors for the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. 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 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 Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of terminationa Change in Control (or another accounting firm designated by them) determine that such single payment, subjecttogether with other compensation received by the Employee that is a contingent on a Change in Control, howeverwould constitute "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended and regulations thereunder, the single payment to the provisions of Section 4.1.Employee shall be reduced to the maximum amount which may be paid without such payments being "excess parachute payments". c.

Termination Without Cause. At any time time, the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of EmploymentEmployment 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 Sections 5.1, 5.2, 5.3, 5.1 or 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such noticeAccrued Obligations, (ii) continue to pay the Executive’s Base Salary for a period three (3) years, unless such termination occurs during the Initial Term with more than three (3) years remaining therein, in which event continue to pay Executive’s Base Salary for the remainder of the Initial Term (the “ “Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive), (iii) continue to provide the Executive with the benefits he he/she was receiving under Sections Section 4.2 and 4.4 hereof (collectively, the “Benefits” and, each, a “Benefit”) 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, Executive and (iv) pay to the Executive as a single lump sum payment, within 30 thirty days of Executive’s termination, pay Executive for any unused vacation days accumulated as of the Expiration Datedate of termination. For purposes of continuation of Benefits provided by clause (iii) of the preceding sentence, if a lump sum benefit 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 equal to the value insurance premium the Company would pay if Executive was then an active employee of the portion of his benefits under Company. In the event that the Company is unable to provide the Executive with any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans Benefit required hereunder by reason of the termination of his the Executive’s employment hereunder prior 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 end value of such Benefit that otherwise would have accrued for the Continuation PeriodExecutive’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 value of any Benefits that would have accrued under any plan shall be binding and 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, if Executive is terminated without cause under this Section 5.2, then the Executive Executive’s Equity Awards, if any, shall become immediately vested in his Stock Optionsvest notwithstanding any other provisions of such Equity Award Agreements to the contrary. The Company shall have no further liability hereunder. For all purposes under this Agreement, 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 other than for reimbursement for reasonable business expenses incurred prior shall be treated as if the Company terminated this Agreement pursuant to the date of termination, subject, however, to the provisions of this Section 4.15.2.

Termination Without Cause. At any time If the Employment Period is terminated by ------------------------- the Company without Cause, Executive shall be entitled to continue to receive his Base Salary for the period beginning on the date of such termination and ending on the 10th anniversary of the Effective Date. The payments of Executive's Base Salary by the Company under this Section 4(a) will be made periodically in the 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, (1) all unvested stock options and unvested "Equity Incentive Plan" shares previously granted to Executive shall automatically vest in full and (ii) the Company shall have provide Executive with substantially the right upon ninety same level of medical benefits in effect for Executive as of the date of Executive's termination, with Executive remaining obligated to continue to pay employee contributions towards such coverage at the same level as in effect as of the date of Executive's termination until the earlier of (90A) days written notice the expiration of the Employment Period and (B) the date Executive becomes employed by another party. Executive shall 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 terminate the Term of Employment. Upon any termination Executive pursuant to this Section 5.4 (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 is not a termination under Executive might otherwise assert against the Company or any of Sections 5.1its employees, 5.2, 5.3, 5.5, 5.6 officers or in directors on account of the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the Company's termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable Employment Period without Cause. Executive shall remain entitled to the Executive, (iii) continue any benefits which are then due to provide the Executive with the benefits he was receiving him under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. 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 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 Executive shall become immediately vested in his Stock Options. The Company 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 4.1Plans.

Termination Without Cause. At The employment of the Employee may be terminated without Cause at any time by the Board on delivery to the Employee of a written Notice of Termination (as defined in Section 9(a)). On the Date of Termination (as defined in Section 9(b)) pursuant to this Section 7(b), the Company shall pay to the Employee in a lump sum an amount equal to the sum of (i) all Base Salary payable under Section 4(a)(1) through the termination date, (ii) a pro-rated portion of the maximum Bonus available to the Employee under Section 4(a)(2) for the year in which the termination occurs, and (iii) an amount equal to the aggregate Total Compensation paid to the Employee by the Company with respect to the twelve months preceding the termination date. For purposes of this section 7(b), the Employee's Total Compensation shall equal the sum of the Base Salary, Bonus, and other benefits and expense reimbursements described in Section 4(b) paid to the Employee by the Company. In addition, 6 on termination of the Employee under this Section 7(b), all of the Employee's outstanding but unvested Options and other options and rights relating to capital stock of the Company shall immediately vest and become exercisable, and all shares of the Employee's Restricted Stock shall immediately become unrestricted and freely transferable. The term of any such options and rights shall be extended to the third anniversary of the Employee's termination. The Employee acknowledges that extending the term of any Options pursuant to this Section 7(b), or Section 7(c), 7(d) or 8(a), could cause such Option to lose its tax-qualified status if it is an incentive stock option under the Code and agrees that the Company shall have no obligation to compensate the right upon ninety (90) days written notice to the Executive to terminate the Term of Employment. Upon Employee for any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits additional taxes he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive incurs as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. 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 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 Executive shall become immediately vested in his Stock Options. The Company 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 4.1result.

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days to terminate the Executive's employment hereunder by written notice to the Executive to terminate the Term of EmploymentExecutive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.3 or 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall shall: (ia) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (iib) pay to the Executive the accrued and declared but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the date of the termination of the Executive's employment with the Company, (c) if such termination occurs during the first two years of the Initial Terms, continue to pay the Executive’s 's Base Salary for a period of nine (the “ Continuation Period”9) of 12 months following the termination of the Executive’s 's employment with the Company, or if such termination occurs after the first two years of the Initial Term, continue to pay the Executive's Base Salary for a period of six (6) months following the termination of the Executive's employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, and (iiid) continue to pay the Executive Incentive Compensation and continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (4.5 hereof, for the “Benefits”) through same salary continuation period described above following the end termination of the Continuation Period Executive's employment with the Company, in the manner and at such times as Benefits the compensation or benefits otherwise would have been payable or provided to the Executive, and (iv) pay . In the event that the Company is unable to provide the Executive as with a single lump sum paymentcontinuation of any savings, within 30 days pension, profit-sharing or deferred compensation plans required hereunder by reason of the Expiration Datetermination of the Executive's employment pursuant to this Section 5.4, a lump sum benefit then the Company shall pay the Executive cash equal to the value of the portion of his benefit 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 any savingsthe plans, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior said cash payments to be made within forty-five (45) days after the end of the Continuation Periodyear for which such contributions would have been made or would have accrued. The Company’s 's good faith determination of the amount that would have been contributed or the value of any Benefits benefits that would have accrued under any plan shall be binding and 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 Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for for: (i) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (ii) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs.

Termination Without Cause. At The Company may terminate Executive’s employment with the Company at any time during the Term, for any reason and without Cause, by giving him written notice thirty (30) days prior to the date of termination. Until the effective date of any such termination, the Company shall continue to pay to Executive the full compensation specified in this Agreement, including the benefits provided at paragraph 3(d). Following the date of termination, Executive shall make himself reasonably available to members of the Board and other senior managers and officers of the Company to assist in the transition of responsibilities and information to others and to facilitate the orderly conduct of business operations. Upon termination, the Company shall have the right upon ninety (90) days written notice no other financial obligations to the Executive to terminate the Term of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1compensation or benefit plan, 5.2, 5.3, 5.5, 5.6 program or policy and Executive’s participation in the event that Company’s compensation and benefit plans, programs and policies shall cease as of the Company does not renew the date of Executive’s Term of Employment termination except as set forth herein or as expressly provided under the terms of section 2.2any such plans, programs or policies, or as required by applicable law. However, in addition to the above, if Executive is terminated (i) pursuant to this subparagraph 8(d) or (ii) the Term is not extended in accordance with Section 4 and for any reason other than Cause, the Company shall (i) pay Executive a severance amount equal to the Executive any unpaid six (6) months Base Salary through over the effective date of termination specified in such noticefollowing six (6) months at the Company’s normal pay periods, and (ii) continue provide Executive coverage under the Company’s health insurance program, under the same terms as are available to pay other senior executive officers of the Executive’s Base Salary Company, for a period of six (6) months, after which Executive would be eligible for COBRA continuation coverage, or until he has obtained substantially equivalent new coverage, as determined by the “ Continuation Period”) of 12 months following the termination Board or a committee thereof in its discretion, through successor employment, whichever occurs sooner. If, in respect of the fiscal year in which Executive’s employment with terminates pursuant to this subparagraph 8(d), the Company, Board or a committee thereof determines in the manner and at such time as the Base Salary its discretion that he would otherwise would have been payable entitled to the Executive, (iiireceive Incentive Compensation under subparagraph 3(c) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination operations of the Company during such fiscal year, Executive shall be entitled to receive a pro rata portion of his employment hereunder prior to Incentive Compensation for such year. Such pro rata portion shall equal the end product of (x) the Continuation Period. The Company’s good faith determination full amount of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding such Incentive Compensation, and conclusive on the Executive. For this purpose(y) a fraction, the Company may use as numerator of which is the value number of any Benefit days in the cost to the Company fiscal year of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred ’s termination without Cause prior to the date of termination, subject, however, to and the provisions denominator of Section 4.1which is the total number of days in such fiscal year.

Termination Without Cause. At The employment of the Employee may be terminated without Cause at any time by the vote of a majority of the Board on delivery to the Employee of a written Notice of Termination (as defined in Section 9(a)). On the Date of Termination (as defined in Section 9(b)) pursuant to this Section 7(b), the Company shall pay to the Employee in a lump sum an amount equal to the sum of (i) all Base Salary payable under Section 4(a)(1) through the termination date, (ii) a pro-rated portion of the maximum Bonus available to the Employee under Section 4(a)(2) for the year in which the termination occurs, and (iii) an amount equal to three times the Total Compensation paid to the Employee by the Company with respect to the twelve months preceding the termination date. For purposes of this section 7(b), the Employee's Total Compensation shall equal the sum of the Base Salary, Bonus, vehicle allowance and other benefits and expense reimbursements described in Section 4(b), and director's fees paid to the Employee by the Company. If the Employee is terminated without Cause before the first anniversary of the effective date of this Agreement, the Total Compensation paid to the Employee through the termination date shall be annualized before calculating the amount in clause (iii) above. In addition, on termination of the Employee under this Section 7(b), all of the Employee's unvested ISOs, other stock options, warrants and rights relating to capital stock of the Company shall immediately vest and become exercisable. The term of any such options, warrants and rights shall be extended to the fifth anniversary of the Employee's termination. The Employee acknowledges that extending the term of any incentive stock option pursuant to this Section 7(b), or Section 7(c), 7(d) or 8(a), could cause such option to lose its tax-qualified status under the Internal Revenue Code of 1986, as amended (the "Code"), and agrees that the Company shall have no obligation to compensate the right upon ninety (90) days written notice to the Executive to terminate the Term of Employment. Upon Employee for any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits additional taxes he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive incurs as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. 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 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 Executive shall become immediately vested in his Stock Options. The Company 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 4.1result.

Termination Without Cause. At (a) Each of the Company and the Employee may terminate the Employee's employment under this Agreement at any time for any reason whatsoever, without any further liability or obligation of the Company to the Employee or of the Employee to the Company from and after the date of such termination (other than liabilities or obligations accrued but unsatisfied on, or surviving, the date of such termination), by sending prior notice to the other party. In the event the Company elects to terminate the Employee's employment under this Agreement pursuant to this Section 12, the Company shall continue to pay the Employee, in equal semi-monthly installments, the full Salary (inclusive of paid medical plan, but exclusive of bonuses, if any) as such Salary otherwise would have accrued for a period equal to three (3) months. In the right upon event the Employee terminates his employment hereunder within ninety (90) days written notice to the Executive to terminate the Term of Employment. Upon any termination pursuant to this Section 5.4 after a Detrimental Change (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2as hereinafter defined), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the CompanyEmployee, in equal semi-monthly installments, the manner and at full Salary (inclusive of paid medical plan, but exclusive of bonuses, if any) as such time as the Base Salary otherwise would have been payable accrued for a period equal to three (3) months. In the Executiveevent the Employee elects to terminate the Employee's employment under this Agreement, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period other than as set forth in the manner as Benefits otherwise would have been provided to the Executiveimmediately preceding sentence, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Term of Employment, the Company’s good faith determination 's obligation to pay Salary shall cease as of the amount that would have been contributed or effective date of termination. Any termination of the value of any Benefits that would have accrued Employee's employment under any plan this Agreement by the Company as provided in this Section 12 shall be binding in addition to, and conclusive on not in substitution for, any rights with respect to termination of the Executive. For this purpose, Employee which the Company may use as have pursuant to Section 11. Notwithstanding any termination of the value of any Benefit the cost Employee's employment under this Agreement pursuant to the Company of providing that Benefit to the Executive. Furtherthis Section 12, the Executive shall become immediately vested Employee, in consideration of his Stock Options. The Company shall have no further liability employment hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of such termination, subject, however, to shall remain bound by the provisions of Section 4.17, 8, 9 and 14 hereof following any such termination.

Termination Without Cause. At any time the The Company shall have the right ------------------------- to terminate the Executive's employment without cause at any time upon ninety (90) 30 days prior written notice notice. In such event the Company shall pay to the Executive in a single lump sum within five (5) business days of the date of such termination any earned, unpaid salary, any unreimbursed expenses, earned unused vacation accrued from the calendar year(s) prior to terminate the Term of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or calendar year in the event that the Company does not renew which the Executive’s Term 's employment is terminated ("earned unused vacation") and current earned unused vacation for the calendar year in which the Executive's employment is terminated pro rated by month as of Employment under the terms month in which the effective date of section 2.2the Executive's termination occurs ("current earned unused vacation") and any other obligations then due and owing to the Executive except as otherwise provided hereunder provided such payments for earned unused vacation and current earned unused vacation are in accordance with Company policy in effect at the time of the termination of employment. In addition, in such event, the Company shall pay to the Executive: (i) pay the unpaid portion of any payment due at the time of termination under section 4(c) hereof; and (ii) $250,000 which shall be reduced by the offset, if any, set forth below in this paragraph, in lieu of any unpaid incentive cash bonus to which the Executive might have been entitled under section 4(d) but for such termination. (such amount payable pursuant to this clause (ii) is referred to as the "Additional Amount"). Such payment pursuant to clause (i) immediately above shall be paid to Executive in a single lump sum within five business days following the date of such termination and the payment of the Additional Amount shall be paid to Executive in a single lump sum on the Final Sale Date. The offset amount shall be equal to the aggregate amount of any cash proceeds actually received by the Executive from the sale of any unpaid Base Salary through underlying stock under vested stock options or the vested stock options, in each case, which were granted to Executive pursuant to section 4(b) hereof ("prior value"). On the 60th day following the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the 's termination of employment (other than a termination by the Executive’s employment with Company for Cause), if the then outstanding offset amount is less than the payments due under this paragraph, the Company shall immediately deposit in an escrow account which is for the benefit of Executive and bankruptcy remote from the creditors of the Company, the sum of $250,000 net of any prior value which shall be held in such escrow account until the manner earlier to occur of (x) the date that the prior value equals or exceeds $250,000 and at (y) the date that all such time as the Base Salary otherwise would underlying stock or options have been payable to the Executive, (iii) continue to provide sold by the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through "Final Disposition Date"). On the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Final Disposition Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. 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 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 Executive shall become immediately vested be paid from the escrow account the sum of $250,000 net of any prior value. Any balance thereafter remaining in his Stock Optionsthe escrow account shall be paid to the Company. The Executive hereby agrees to notify the Company within 10 days of such termination as to whether the Executive will use his commercially reasonable best efforts to promptly sell all remaining underlying stock under vested stock options or vested stock options, in each case, which were granted to Executive pursuant to section 4(b) hereof. Notwithstanding the foregoing, in the event the Executive fails to deliver such notice to the Company, the Company shall not be obligated to deposit any funds in such escrow account. Upon the making of such payments as are set forth herein at the time of the Executive's termination of employment or at such later times as may be provided herein, the Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior obligation to the date Executive under this Agreement and Executive accepts the Company's agreement and obligation to make such payments in full satisfaction of termination, subject, however, to such claims against the provisions of Section 4.1Company.

Termination Without Cause. At The Company has the right at any time during the Company shall have Term, subject to all of the right upon ninety 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 (90) days written notice including any termination which is deemed to be a constructive termination without Cause under Section 4.6 hereof), the Company's obligation to the Executive shall be limited solely to terminate 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 Employment. Upon any termination pursuant to this Section 5.4 Agreement (that is not a termination under any assuming no automatic extension of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall (iTerm) pay to had the Executive any unpaid Base Salary through the effective date of termination specified in such notice, not been so terminated and (ii) continue to pay the Executive’s Base 's Annual Salary for a period (of twelve months, in each case based on the “ Continuation Period”) of 12 months following the termination Annual Salary of the Executive in effect on the date of termination (or, if the Company has reduced the Executive’s employment with 's Annual Salary in breach of this Agreement, the CompanyExecutive's Annual Salary before such reduction) and, in the manner and at such time as case of clause (i), the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide average Incentive Bonus received by the Executive for the immediately preceding two fiscal years, together with the benefits he was receiving under Sections 4.2 all unpaid Incentive Bonus and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing awarded or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. 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 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 Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior up to the date of termination. If the Executive is terminated after he has received one Incentive Bonus but before he has received two, subjectthe Incentive Bonus in clause (i) shall be based on the amount of that one Incentive Bonus; if he has not yet received an Incentive Bonus, howeverit shall be based on the maximum Incentive Bonus (i.e., one half of the Annual Salary). In the event of a termination by the Company without Cause within 180 days after a Change of Control (as hereinafter defined), including a constructive termination without Cause pursuant to Section 4.6 the amounts due to the provisions of Executive pursuant to this Section 4.14.3 shall be due and payable in one lump-sum payment within 60 days after such termination. In all other cases, any amounts due to the Executive pursuant to this Section 4.3 shall be due and payable as and when they would have become due and payable absent such termination.

Termination Without Cause. At any time the The Company shall have the right right, upon ninety sixty (9060) days days' written notice given to the Executive Executive, to terminate this Agreement for any reason whatsoever. In the Term event of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.15(c) during the First Contract Year or the Second Contract Year, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period of two (2) years from the “ Continuation Period”) date of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. 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 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. Furthertermination, the Executive shall become immediately vested in be entitled as damages to (i) receive his Stock Options. The Company shall Base Salary as established under Section 3(a) hereof; (ii) receive bonus compensation equal to fifty percent (50%) of the average of incentive compensation bonuses previously paid or payable to the Executive under Section 3(b) hereof during the Term of Employment (or, if no such bonuses have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to been paid or are payable as of the date of such termination, subjectfifty percent (50%) of the Base Salary as in effect on such date of termination); and (iii) participate in all pension, howeverinsurance and other benefit plans, programs or arrangements, on terms identical to those applicable to full term senior officers of the Company. In the event of termination pursuant to this Section 5(c) at any time thereafter, for a period of one (1) year from the date of such termination , the Executive shall be entitled as damages to (i) receive his Base Salary as established under Section 3(a) hereof; (ii) receive bonus compensation equal to fifty percent (50%) of the average of incentive compensation bonuses previously paid or payable to the provisions Executive under Section 3(b) hereof during the Term of Employment (or, if no such bonuses have been paid or are payable as of the date of such termination, fifty percent (50%) of the Base Salary as in effect on such date of termination); and (iii) participate in all pension, insurance and other benefit plans, programs or arrangements, on terms identical to those applicable to full term senior officers of the Company. In the event of termination pursuant to this Section 4.15(c), the Executive shall not be required to mitigate his damages hereunder.

Termination Without Cause. At any time In the Company shall have the right upon ninety (90) days written notice to the Executive to terminate event the Term of Employment. Upon any termination Employment is terminated other than pursuant to this Section 5.4 (that is not a termination under any of Sections 5.18(a), 5.28(b), 5.38(c) or 8(e), 5.5, 5.6 or in the event that then the Company does not renew the Executive’s Term of Employment under the terms of section 2.2shall, the Company shall (i) as liquidated damages, pay to the Executive any unpaid in a lump-sum promptly after the Date of Termination the following: (i) a lump-sum amount equal to 150% of the Base Salary through in effect on the effective date last day of termination specified in such noticeemployment (subject to the Company's receipt of a Release), (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to due for the Executiveremaining Term of Employment as of the Date of Termination (the "TERMINATED TERM OF EMPLOYMENT"), (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason unused vacation accrued as of the termination Date of his employment hereunder prior Termination, (iv) an amount that the MCC determines, in its sole discretion, is appropriate to compensate the Executive for the bonus opportunity he had for the current year through the Date of Termination and (v) the other payments described in Section 10. In addition, in the event of such termination, subject to the end last sentence of the Continuation Period. 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 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. FurtherSection 10(a), the Executive shall become immediately vested be entitled to continue receiving the benefits provided in his Stock OptionsSection 7(a) for up to eighteen (18) months following the Date of Termination. The Company Upon payment of the foregoing, the Executive shall have no further liability hereunder right to receive any other than compensation or benefits after such termination. The Executive shall not be required to mitigate the amount of any payments or benefits provided for reimbursement in this Section 10(a) by seeking other employment or otherwise, nor shall the amount of any payment provided for reasonable business expenses incurred prior to in this Section 10(a) be reduced by any compensation earned by the date Executive as the result of termination, subjectemployment by another employer or by any retirement benefits. The Executive shall cease receiving any of the Section 7(a) benefits provided for hereunder, however, on the first date on which the Executive is eligible to receive the provisions same type of benefit from a new employer or entity for whom he is acting as an independent contractor. The Executive shall cease receiving one type of Section 4.17(a) benefit, but not another if he does not receive such benefits in his new position.

Termination Without Cause. At any time the Company Employer shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of EmploymentEmployee without "cause" at any time. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Employee's employment hereunder without "cause", in recognition of such termination and Employee’s agreement to be bound by the covenants contained in Sections 5.18, 5.29 and 10 hereof, 5.3, 5.5, 5.6 or in Employee shall be entitled to receive a lump sum severance payment equal to the event that the Company does not renew the Executive’s Term sum of Employment under the terms of section 2.2, the Company shall (i) pay to the Executive any unpaid his then current annual Base Salary through (specifically excluding the effective date value of termination specified any 401(k) or other retirement plan matching contribution from Employer, even if recognized in such noticepayroll or deemed compensation to Employee), (ii) continue the highest annual cash bonus payment paid to pay Employee over the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Companypast three years, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) the annual total automobile allowance paid to Employee under Section 4(a) hereof. In addition, Employer shall continue to provide the Executive Employee with hospital, health, medical and life insurance, and any other like benefits 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 one (1) year from the date of such termination. In the event Employer, under its insurance and benefit plans then in effect, is unable to provide Employee with the benefits he was receiving provided for above under Sections 4.2 and 4.4 hereof (the “Benefits”) through terms provided for herein, then in lieu of providing such benefits, Employer will pay the end amount of Employee’s premium to continue such coverage pursuant to the terms of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation PeriodComprehensive Omnibus Budget Reconciliation Act. 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 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 Executive shall become immediately vested in his Stock Options. The Company Employee shall have no further liability hereunder duty to mitigate damages in connection with his termination by Employer without "cause". However, if the Employee obtains new employment and such new employment provides for hospital, health, medical and life insurance, and other than for reimbursement for reasonable business expenses incurred prior benefits, in a manner substantially similar to the date benefits payable by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunder. Following the cessation of terminationthe continuation of Employee’s hospital, subjecthealth, howeverand 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 provisions of Section 4.1extent eligible to do so under the Code and such state law.

Termination Without Cause. At any time Upon a termination of Employee’s employment hereunder without “cause”, and in recognition of such termination and Employee’s agreement to be bound by the Company covenants contained in Sections 8, 9 and 10 hereof, Employee shall have the right upon ninety (90) days written notice be entitled to receive a lump sum severance payment equal to the Executive to terminate the Term sum of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall 1.0 times (i) pay his then current annual Base Salary, (specifically excluding the value of any 401(k) or other retirement plan matching contribution from Employer, even if recognized in payroll or deemed compensation to the Executive any unpaid Base Salary through the effective date of termination specified in such noticeEmployee), (ii) continue the highest cash bonus payment paid to pay Employee over the Executivepast three years (if a Termination Without Cause takes place prior to Employer’s Base Salary for first payment of a period (cash bonus to Employee, Employee shall receive under this Section 6(c)(ii) a bonus payment equal to 1.00 times the “ Continuation Period”) amount of 12 months following the termination of the ExecutiveEmployee’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable last cash bonus paid by Savoy Bank prior to the ExecutiveEffective Date), and (iii) the highest full grant date value of any equity award granted over the past three years, if any. In addition, Employer shall continue to provide the Executive Employee with hospital, health, medical and life insurance, and any other like benefits 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 event Employer, under its insurance and benefit plans then in effect, is unable to provide Employee with the benefits he was receiving provided for above under Sections 4.2 and 4.4 hereof (the “Benefits”) through terms provided for herein, then in lieu of providing such benefits, Employer will pay the end amount of Employee’s premium to continue such coverage pursuant to the terms of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation PeriodComprehensive Omnibus Budget Reconciliation Act. 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 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 Executive shall become immediately vested in his Stock Options. The Company Employee shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior duty to mitigate damages in connection with his termination by Employer without “cause” and shall be entitled to the date benefits set forth in this paragraph in the event of terminationtermination without “cause” notwithstanding his acceptance of another position at a different employer. However, subjectif the Employee obtains new employment and such new employment provides for hospital, howeverhealth, medical and life insurance, and other benefits, in a manner substantially similar to the benefits 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 Section 4980B of the Internal Revenue Code of 1986, as amended (“Code”), and/or applicable state law, to the provisions of Section 4.1extent eligible to do so under the Code and such state law.

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in In the event that prior to the Company does not renew the Post Term Period (as defined below), Employer terminates Executive’s Term of Employment under the terms of section 2.2, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end expiration of the Continuation Period. 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 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 Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder Term (other than for reimbursement for reasonable business expenses incurred prior Cause, on account of Executive’s incapacity pursuant to Section 11, or on account of Executive’s death), Employer shall pay to Executive not later than two (2) weeks following such termination (in addition to any amounts payable pursuant to Section 10, the pro-rated Completion Bonus payable pursuant to Section 4.4 and any other amounts earned by Executive, but unpaid as of the termination date, including any amounts set aside pursuant to the date of terminationPlan), subjecta one-time, however, lump sum cash payment equal to the provisions present cash value of all unpaid compensation and Shares payable or owing to Executive for the remainder of the Term pursuant to Sections 3, 4 and 6.2 (except the Options described in Section 4.3, which compensation shall not be included in the calculation of the lump sum payment). For purposes of calculating the lump sum payment described in the immediately preceding sentence, the annual incentive compensation payable pursuant to Section 4.1 shall be determined to be Two Hundred Fifty-Three Thousand Dollars ($253,000) for each applicable Contract Year or portion thereof remaining in the Term. In addition, Executive shall also be granted with respect to each Contract Year remaining in the Term, at the time and in the manner specified in Section 4.3, any Option to which he would be entitled pursuant to Section 4.3 during the Term (absent termination of his employment pursuant to this Section 9.4) which Option shall be subject to the terms and conditions provided in Section 4.3. In addition, subject to the terms and conditions of Section 4.110, upon Executive’s termination of employment pursuant to this Section 9.4, Executive shall be entitled upon written notice to Employer to elect to continue his employment with Employer as a part-time employee during the Post Term Period.

Termination Without Cause. (a) At any time during the Company Employment Period while Executive is serving as Chief Executive Officer, Fusion shall have the right upon ninety (90) days to terminate Executive’s employment hereunder by written notice to Executive; provided, however, that in addition to the Accrued Obligations, Fusion shall (a) pay, or cause to be paid, to Executive in cash, in twenty four (24) equal monthly installments, after the effective date of the termination, the pro-rata portion of his target annual bonus amount for the calendar year in which his termination has occurred, (b) pay, or cause to be paid, to Executive, in cash, in twenty four (24) equal monthly installments, after the effective date of the termination, an amount equal to one hundred fifty percent (150%) of his Base Salary then in effect plus an amount equal to one hundred fifty percent (150%) of the maximum annual bonus amount contemplated by Section 2.2 as if Executive and the Company achieved all targets and objectives for that year, in all cases subject to Section 3.7, and (c) use reasonable efforts to maintain Executive’s coverage (and, where applicable, the coverage for his spouse and eligible dependents) under the medical plan(s) maintained by the Companies for the duration of the Post-Employment Restricted Period (as defined below) on the same terms as immediately prior to the termination of Executive’s employment, provided that, in the event that such coverage cannot be maintained, Fusion shall, for the duration of the Post-Employment Restricted Period, reimburse Executive for premiums paid by Executive to continue such coverage pursuant to COBRA. At any time during the Employment Period while Executive is serving as President and Chief Operating Officer, Fusion shall have the right to terminate Executive’s employment hereunder by written notice to Executive; provided, however, that in addition to the Term Accrued Obligations, Fusion shall (a) pay, or cause to be paid, to Executive in cash, in twenty four (24) equal monthly installments, after the effective date of Employmentthe termination, the pro-rata portion of his target annual bonus amount for the calendar year in which his termination has occurred, (b) pay, or cause to be paid, to Executive, in cash, in twenty four (24) equal monthly installments, after the effective date of the termination, an amount equal to one hundred percent (100%) of his Base Salary then in effect plus an amount equal to one hundred percent (100%) of his annual bonus contemplated by Section 2.2 as if Executive and the Company achieved all targets and objectives for that year, in all cases subject to Section 3.7, and (c) use reasonable efforts to maintain Executive’s coverage (and, where applicable, the coverage for his spouse and eligible dependents) under the medical plan(s) maintained by the Companies for the duration of the Post-Employment Restricted Period (as defined below) on the same terms as immediately prior to the termination of Executive’s employment, provided that, in the event that such coverage cannot be maintained, Fusion shall, for the duration of the Post-Employment Restricted Period, reimburse Executive for premiums paid by Executive to continue such coverage pursuant to COBRA. Upon any termination Fusion shall be deemed to have terminated the Executive’s employment pursuant to this Section 5.4 3.5 if such employment is terminated (that is not a termination under any of Sections 5.1a) by Fusion without Cause, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall (ib) pay to by the Executive any unpaid Base Salary through the effective date voluntarily for “Good Reason.” For purposes of termination specified in such noticethis Agreement, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. 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 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 Executive shall become immediately vested in his Stock Options. The Company 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 4.1.

Termination Without Cause. At Either party hereto may terminate this Agreement and the Executive’s employment for any reason at any time during the Company shall have the right Employment Period, effective upon ninety sixty (9060) days written notice to the other party. In the event the Executive gives written notice to terminate this Agreement within the Term of Employmentfirst 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). Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in In the event that the Company does not renew terminates this Agreement and the Executive’s Term of Employment under the terms of section 2.2employment without Cause (as hereinafter defined), the Company shall (i) pay to the Executive (i) any unpaid Base Salary through the effective date accrued as of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. 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 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 Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject(ii) any unused vacation days accrued as of the date of termination, howeverand (iii) if written notice is given on or prior to June 30, 2006 or the Executive has not moved to the provisions Jacksonville metropolitan area, Salary for a period equal to 50% of Section 4.1period 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. The Executive shall not be entitled to any further payments or benefits except as required by any federal or state law requiring continuation of benefits and except as may be provided in any stock option agreement.

Termination Without Cause. At any time the The Company shall have the right upon ninety to terminate Employee’s employment without Cause (90as defined herein) days at any time during the term of this Agreement by giving written notice to the Executive to terminate the Term of EmploymentEmployee thereof. Upon any The termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that shall become effective immediately upon notice. If the Company does not renew terminates the ExecutiveEmployee’s Term of Employment under the terms of section 2.2employment without Cause, the Company shall (i) pay to the Executive Employee her Base Salary, as in effect on the date she terminates employment (and any previously earned but unpaid Base Salary through bonus), for a fifteen (15) month period (the effective date of termination specified in such notice, “Severance Period”); and (ii) continue provide to pay Employee health care benefits under the ExecutiveCompany’s benefit plans for the Severance Period. The monthly amount (the “Monthly Amount”) to be paid during the Severance Period shall be one-twelfth of the sum of the Employee’s annual Base Salary in effect on the date her employment is terminated and the total amount of any earned but unpaid bonus as of such termination date. Except as otherwise provided in this Section 4.b., the Monthly Amount shall be paid in each month of the Severance Period in accordance with Company payroll policies then in effect. If payment of the Employee’s Base Salary for under this Section 4.b. does not constitute a period (separation pay plan within the “ Continuation Period”meaning of Proposed Treasury Regulation 1.409A-1(b)(9)(iii), or any successor regulation, and the Employee is, at the time of her termination of employment, a specified employee of the Company within the meaning of Section 409A(a)(2)(B)(i) of 12 months the Internal Revenue Code of 1986, as amended, no payments of Base Salary shall be made under this Section 4.b. until the first day of the seventh full consecutive month immediately following the month in which the Employee’s termination of employment occurs. As of the Executive’s employment with first day of such seventh month, the CompanyEmployee shall be paid, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit an amount equal to the value sum of seven Monthly Amounts, increased by interest, compounded daily, at the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under prime rate as published in The Wall Street Journal on each Monthly Amount from the date when such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of the amount that Monthly Amount would have been contributed or paid, except for the value immediately preceding sentence, during the six month period immediately following the Employee’s termination of any Benefits that would have accrued under any plan employment to the date of payment on the first day of the seventh month. Thereafter, the Employee shall be binding and conclusive on paid the ExecutiveMonthly Amount for each month during the balance of the term of the Severance Period. For As a condition to receiving the payments provided for in this purposeSection 4.b., the Company may use as Employee shall execute a release, in the value form of any Benefit Exhibit A attached hereto, relating to her employment in favor of the cost to Company, and the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior obligations to the date Employee under this Agreement except for the obligations under this Section 4.b. and obligations required under law. The Employee shall have those continuing obligations under the Agreement after her termination of termination, subject, however, to the provisions of Section 4.1employment as specified by Sections 6 and 7.

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of EmploymentEmployment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 5.5 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.25.6, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) pay to the Executive the accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the date of the termination of the Executive's employment with the Company, (iii) continue to pay the Executive’s 's Base Salary for a period (the “ "Continuation Period”") through the date on which the Term of 12 months following Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination of the Executive’s employment with the Companypursuant to this Section 5, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iiiiv) continue to pay the Executive Incentive Compensation and continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “"Benefits”") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive, (v) pay to the Executive his Termination Year Bonus, if any, at the time provided in Section 3.2(d); and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination In the event that the termination 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 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 Executive shall become immediately vested in his Stock Options. The Company 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 4.1.'s

Termination Without Cause. At In the event of the Company's termination of this Agreement for any time the Company reason other than for cause, Executive shall have the right upon ninety (90) days written notice be entitled to receive in addition to the Executive to terminate the Term amounts described in Paragraph 4(B) above (but in lieu of Employment. Upon any termination pursuant to other compensation under this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall Agreement): (i) pay to continuation, on the Executive any unpaid same periodic payment basis as previously in effect for Executive, of his Base Salary following the date of Executive's termination for twenty-four (24) months or through the effective date conclusion of termination specified in such noticethe term of this Agreement, whichever is longer; (ii) continue an amount equal to pay Executive's Target Bonus for the year in which his termination occurs multiplied by a fraction derived by dividing (x) the number of days elapsed between January 1 of such year and the date of Executive’s Base Salary for 's termination, by (y) 365; and (iii) an additional payment on a period date mutually agreeable to the parties to this Agreement, but no later than eighteen (the “ Continuation Period”18) of 12 months following the termination of Executive's employment, of an amount equal to the pro-rated Target Bonus Executive will receive for the year in which Executive’s employment with 's termination occurs. Payments of the amounts set forth in this Paragraph 4 (C) shall be made by the Company subject to offset by any amounts owed by Executive to the Company for prereimbursed expenses, loans, advances, as well as all lawful withholdings and deductions to which all payments under this Agreement are subject; and may, at the sole discretion of the Company, be conditioned upon Executive's executing a written release of the Company and its affiliates and their employees and owners from any and all claims arising out of this Agreement and his employment and the termination thereof, in the manner and at such time as the Base Salary otherwise would have been payable a form suitable to the Company excluding only: the Company's continuing obligations under this Agreement; Executive, (iii) continue 's rights under COBRA; and his vested rights under any savings or retirement plan subject to provide ERISA. At the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, Company's option it may make a lump sum benefit equal payment to the value Executive of any unpaid portion of the portion applicable period specified above. Payments made under this Paragraph 4(C) shall not be matched under the Company's 401(k) Plan. No part of his benefits the continuation period nor any payments made pursuant to this Paragraph 4(c) shall be treated as employment by the Company or compensation under any savingsretirement, pension, profit sharing savings or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. 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 other employee benefit plan shall be binding and 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 Executive shall become immediately vested defined in his Stock Options. The Company 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 4.1ERISA.

Termination Without Cause. At any time time, the Company shall have may terminate the right upon ninety employment of Executive without liability other than as set forth below, for any reason not specified in Section 6.3 above, by giving thirty (9030) days advance written notice to Executive. If the Executive Company elects to terminate the Term of Employment. Upon any termination Executive pursuant to this Section 5.4 6.4, (that is not a a) the Company shall pay to Executive all Accrued Compensation (b) the Company shall continue to pay to Executive as provided herein Executive's Base Salary over the period equal to nine (9) months from the date of such termination under any of Sections 5.1as severance compensation, 5.2, 5.3, 5.5, 5.6 or (c) if Executive's employment terminates in the event that second half of the Company does not renew the Executive’s Term of Employment under the terms of section 2.2Company's fiscal year, the Company shall (i) pay make a lump sum payment to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue an amount equal to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination pro rata portion of the Executive’s 's annual actual cash incentive bonus for Company's fiscal year preceding the year of termination based on the number of completed months of Executive's employment with the Company, in the manner and at fiscal year divided by nine (9); (d) the vesting of all outstanding stock options held by Executive shall be accelerated so that the amount of shares vested under such time as the Base Salary otherwise option shall equal that number of shares which would have been payable to the Executive, (iii) continue to provide vested if the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided had continued to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. 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 conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost render services to the Company for nine (9) continuous months after the date of providing that Benefit his termination of employment; and (e) the Company shall pay all costs which the Company would otherwise have incurred to maintain all of Executive's health and welfare, and retirement benefits (either on the same or substantially equivalent terms and conditions) if the Executive had continued to render services to the Executive. Further, Company for nine (9) continuous months after the Executive shall become immediately vested in date of his Stock Optionstermination of employment. The Company shall have no further liability hereunder obligations to Executive other than for reimbursement for reasonable those set forth in the preceding sentence. During the period when such Base Salary severance compensation is being paid to Executive, Executive shall not (i) engage, directly or indirectly, in providing services to any other business expenses incurred prior program or project that is competitive to a program or project being conducted by the date Company or any Affiliated Company at the time of terminationsuch employment termination (provided that Executive may own less than two percent (2%) of the outstanding securities of any publicly traded corporation), subjector (ii) hire, howeversolicit, or attempt to solicit on behalf of himself or any other party or any employee or exclusive consultant of the provisions Company. If the Company terminates this Agreement or the employment of Executive with the Company other than pursuant to Section 4.16.1, 6.2 or 6.3, then this section 6.4 shall apply.

Termination Without Cause. At any time In the event that Company breaches this Agreement or Employee is terminated without cause during the term hereof (which shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of Employment. Upon any not include a termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.17, 5.28, 5.39, 5.5, 5.6 11 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.212), the Company shall (ia) pay Employee all bonuses and unreimbursed expenses owed to Employee that have accrued but have not been paid as of the Executive any unpaid Base Salary through the effective date of termination specified in such notice, Termination Date; (iib) continue to pay the Executive’s Base Salary to Employee, as severance compensation, his salary set forth in Section 2 hereof for a period (the “ Continuation Period”) of 12 months following if Employee is terminated pursuant to this Section within the termination initial two (2) year term of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, this Agreement; (iiic) continue to provide the Executive with insurance provided for in Section 2 hereof for 12 months; and (d) pay Employee an amount which equals the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period average monthly bonus earned by Employee in the manner two years immediately preceding the Termination Date (as Benefits otherwise would have if such bonus was earned and paid on a monthly basis) for the number of months for which severance compensation will be paid pursuant to clause (b) above; provided, that if Employee has not been provided to employed by the ExecutiveCompany for two years, and (iv) pay to then the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment bonus amount payable hereunder prior to the end of the Continuation Period. 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 conclusive computed on a pro rata basis for the Executive. For this purpose, number of months Employee was actually employed by the Company may use (as if such bonus was earned and paid on a monthly basis). In addition, any stock options granted to Employee in accordance with Section 8.2(j) of that certain Agreement and Plan of Merger, dated December 10, 1998, between the value Company, CBRL Group, Inc. ("CBRL"), Cracker Barrel Old Country Store, Inc. and LRI Merger Corporation, shall become fully vested and immediately exercisable for a period of any Benefit 90 days in the cost to event the Company of providing that Benefit to breaches this Agreement or Employee's employment is terminated at any time during or after the Executiveterm hereof without cause as defined herein. FurtherIf Employee is terminated without cause, the Executive shall become immediately vested in his Stock Options. The Company 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 4.14 will be void and of no effect.

Termination Without Cause. At any time the Company (1) The Corporation shall have the right upon ninety (90) days written notice to the Executive to terminate Executive's employment without Cause as defined in Section 7(c) above. In the Term event of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1by the Corporation without Cause, 5.2other than (A) following a Change in Control, 5.3as defined in Section 7(e) below, 5.5or (B) as described in Subsection (2) below, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company 's rights to compensation and benefits shall be as follows: (i) pay to Executive shall be paid his base salary at the Executive any unpaid Base Salary through the effective rate in effect on date of termination specified in such notice, of employment for a period of one and one-half years from the date of termination. (ii) continue Executive shall be entitled to pay any unpaid amount previously fully acrrued under the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the CompanyAnnual Incentive Plan. In addition, Executive shall be entitled to an incentive payment, in lieu of an incentive payment under the manner and at such time as Annual Incentive Plan for the Base Salary otherwise would have been payable to the Executiveplan year in which his employment terminates, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit an amount equal to the value of payment otherwise determined under the portion of his benefits under any savingsAnnual Incentive Plan, pension, profit sharing or deferred compensation plans that are forfeited under such plans as if the Executive were employed by reason of the termination of his employment hereunder prior Corporation to the end of the Continuation Periodyear of his termination, multiplied by a fraction the numerator of which is the number of weeks Executive was employed during the year, and the denominator of which is 52. The Company’s good faith determination In addition, in lieu of future payments under the Annual Incentive Plan, Executive shall be entitled to a payment that equals the average of the amount incentive payments received by Executive (or fully accrued by him) under the Annual Incentive Plan for the three full plan years immediately preceding his termination of employment. (iii) Executive's rights with respect to stock options, if any, shall be determined under the Option Plan and any applicable stock option agreement. (iv) Executive shall be entitled to a lump sum payment equal to the estimated sum of the premiums that Executive would have been contributed or to pay to continue to cover Executive and his eligible dependents under the value Corporation's group health plans, including medical and dental plans, in effect at the time of any Benefits that would have accrued under any plan shall be binding and conclusive on termination for a period of 18 months following termination of employment. (2) If Executive's employment is terminated by the Executive. For this purposeCorporation without Cause, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Furtherdefined in Subsection (e) above, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the occurrence of a Change in Control of the Corporation (as defined below), and if it can be shown that Executive's termination (i) was at the direction or request of a third party that had taken steps reasonably calculated to effect the Change in Control of the Corporation thereafter, or (ii) otherwise occurred in connection with, or in anticipation of, the Change in Control of the Corporation, then Executive shall have the rights described in Section 7 (e) below, as if a Change in Control of the Corporation had occurred on the date of immediately preceding such termination, subject, however, to the provisions of Section 4.1.. (e) Termination Following a Change in Control. (1)

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of EmploymentEmployment by written notice not less than thirty (30) days prior to the termination date, to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.3 or 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall (i) pay to the. Executive on the Executive termination date any unpaid unpaid' Base Salary through the effective date of termination specified in such notice, (ii) continue pay to pay the Executive’s Base Salary Executive the accrued but unpaid Incentive Compensation, if any, for a period (any Bonus Period ending on or before the “ Continuation Period”) date of 12 months following the termination of the Executive’s 's employment with the Company, at the time provided in the manner and at such time as the Base Salary otherwise would have been payable to the ExecutiveSection 3.2f, (iii) pay to the Executive on the termination date a lump sum payment equal to his Base Salary through the remaining term of this Agreement subject to board approval and the Formula Bonus for the year in which such termination occurs, assuming a Target Award Percentage of 100%, (iv) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “"Benefits”") through for the end remaining term of the Continuation Period this Agreement in the manner and at such times as the Benefits otherwise would have been provided to the Executive, (v) pay to the Executive his Termination Year Bonus, if any, at the time provided in Section 3.2f; and (ivvi) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Datedate of termination, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans but that would not have been forfeited if the Executive's employment had contained for an additional three (3) years. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of his employment hereunder prior to the end of the Continuation Period. 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 conclusive on the Executive's employment pursuant to this Section 5.4, then the Company shall promptly reimburse the Executive for amounts paid by the Executive to acquire comparable coverage. For Upon any termination effected and compensated pursuant to this purposeSection 5.4, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs).

Termination Without Cause. At any time In the event the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of terminates the Executive’s employment with the CompanyCompany without Cause (as such term is defined in Section 5(c) below), the Company shall pay to the Executive (a) a single lump sum amount (net of any required withholding) equal to one and a half times the sum of twelve (12) months of monthly base salary (at the highest monthly base salary rate in effect for the Executive in the manner and at such time as twelve month period prior to the Base Salary termination of his employment)(“Base Salary”), (b) a single lump sum amount (net of any required withholding) equal to the pro rata share of the bonus that would otherwise would have been payable to the ExecutiveExecutive pursuant to the Company’s Management Incentive Plan (the Management Incentive Plan, as amended, or any successor bonus plan thereto, the “MIP”) during the fiscal year in which the termination occurs had his employment not been terminated by the Company, based on bonus arrangements in effect immediately prior to the termination of his employment, such pro rata share to be calculated from the beginning of the fiscal year in which the termination occurs through the date of termination (which, subject to Section 5(h) below, shall be paid within ten business days after the payment of bonuses, if any, to the Company’s executive officers pursuant to the MIP for the year in which the termination occurred); provided, however, that such pro rata bonus shall only be payable to the extent of, and in accordance with, (iiii) continue the Company’s determination that the Company’s and the Executive’s MIP performance goals have been satisfied, and (ii) the Company’s determination to provide pay bonuses to its executive officers, for the fiscal year in which the termination occurs, and (c) notwithstanding anything to the contrary set forth in the offer letter between the Executive with and the benefits he was receiving under Sections 4.2 and 4.4 hereof Company dated February 22, 2017 (the “BenefitsOffer Letter”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date), a lump sum benefit amount equal to the value second installment of the portion Executive’s sign-on bonus (net of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason required withholding) to the extent unpaid as of the termination of his employment hereunder prior to date (the end of the Continuation Period. 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 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 Executive shall become immediately vested in his Stock Options. The Company 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 4.1.“Sign-On Bonus”);”

Termination Without Cause. At The Company may terminate Executive’s employment with the Company at any time during the Term, for any reason and without Cause, by giving him written notice thirty (30) days prior to the date of termination. Until the effective date of any such termination, the Company shall continue to pay to Executive the full compensation specified in this Agreement, including the benefits provided at paragraph 3(d). Following the date of termination, Executive shall make himself reasonably available to members of the Board, the CEO, and other senior managers and officers of the Company to assist in the transition of responsibilities and information to others and to facilitate the orderly conduct of business operations. Upon termination, the Company shall have the right upon ninety (90) days written notice no other financial obligations to the Executive to terminate the Term of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1compensation or benefit plan, 5.2, 5.3, 5.5, 5.6 program or policy and Executive’s participation in the event that Company’s compensation and benefit plans, programs and policies shall cease as of the Company does not renew the date of Executive’s Term of Employment termination except as set forth herein or as expressly provided under the terms of section 2.2any such plans, programs or policies, or as required by applicable law. However, in addition to the above, if Executive is terminated pursuant to this subparagraph 8(d), the Company shall (i) pay Executive a severance amount equal to the Executive any unpaid nine (9) months Base Salary through over the effective date of termination specified in such noticefollowing nine (9) months at the Company’s normal pay periods, and (ii) continue provide Executive coverage under the Company’s health insurance program, under the same terms as are available to pay other senior executive officers of the Executive’s Base Salary Company, for a period of nine (9) months, after which Executive would be eligible for COBRA continuation coverage, or until he has obtained substantially equivalent new coverage, as determined by the “ Continuation Period”) of 12 months following the termination Board or a committee thereof in its discretion, through successor employment, whichever occurs sooner. If, in respect of the fiscal year in which Executive’s employment with terminates pursuant to this subparagraph 8(d), the Company, Board or a committee thereof determines in the manner and at such time as the Base Salary its discretion that he would otherwise would have been payable entitled to the Executive, (iiireceive Incentive Compensation under subparagraph 3(c) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination operations of the Company during such fiscal year, Executive shall be entitled to receive a pro rata portion of his employment hereunder prior to Incentive Compensation for such year. Such pro rata portion shall equal the end product of (x) the Continuation Period. The Company’s good faith determination full amount of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding such Incentive Compensation, and conclusive on the Executive. For this purpose(y) a fraction, the Company may use as numerator of which is the value number of any Benefit days in the cost to the Company fiscal year of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred ’s termination without Cause prior to the date of termination, subject, however, to and the provisions denominator of Section 4.1which is the total number of days in such fiscal year.

Termination Without Cause. At any time the The Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of EmploymentEmployment at any time by written notice to the Employee not less than 30 days prior to the effective date of such termination. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, or 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall shall: (ia) pay to the Executive Employee any unpaid Base Salary through the effective date of termination of the Term of Employment specified in such notice; (b) pay to the Employee the accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the date of termination of the Term of Employment; (iic) continue to pay the ExecutiveEmployee’s Base Salary for a period (the “ “Continuation Period”) through the date on which the Term of 12 months following Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination of the Executive’s employment with the Companypursuant to this Section 5, in the manner and at such time times as the Base Salary otherwise would have been payable to the Executive, Employee; (iiid) continue to pay the Employee Incentive Compensation and continue to provide the Executive Employee with benefits that are comparable, in the aggregate, to the benefits he was receiving under Sections 4.2 and 4.4 4.3 hereof (the “Benefits”) ), through the end of the Continuation Period in the manner and at such times as the Incentive Compensation and Benefits otherwise would have been payable or provided to the Executive, and Employee; (ive) pay to the Executive Employee his Termination Year Bonus, if any, at the time provided in Section 3.2; (f) pay to the Employee as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination ; and (g) if such termination occurs and is effective after December 31, 2008 but before the Expiration Date, pay to the Employee as a single lump sum payment, within 30 days of the amount Expiration Date, equal to the Employee’s then current Base Salary. In the event that would have been contributed or the Company is unable to provide the Employee with any Benefits required hereunder by reason of the termination of the Term of Employment pursuant to this Section 5.4, then the Company shall pay the Employee cash equal to the value of any Benefits the Benefit that otherwise would have accrued for the Employee’s benefit under any plan shall the plan, for the period during which such Benefits could not be binding and conclusive on provided under the Executiveplans, said cash payments to be made monthly throughout the Continuation Period. For this purpose, the Company may use as the value of any Benefit shall be the cost amount that the Employee is required to pay to obtain that Benefit (fully grossed up for taxes at the highest marginal rate applicable to the Company of providing that Benefit Employee calculated in a similar manner to the ExecutiveGross-Up Payment described in Section 4.7). FurtherUpon any termination effected and compensated pursuant to this Section 5.4, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder (other than under Section 4.8 and for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1).

Termination Without Cause. At any time In the event Company terminates Executive’s employment prior to the expiration of the Employment Term for other than death, disability or Cause, which Company shall have the absolute right upon ninety to do, provided that such termination of employment constitutes a “separation from service” with Company as such term is defined in Treasury Regulation Section 1.409A-1(h) and any successor provision thereto (90) a “Separation from Service”), and subject to Executive’s execution within 30 days written notice following the date of Executive’s Separation from Service, and non-revocation, of a general release of all claims against the Company and its affiliates in the form provided to the Executive to terminate the Term of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that by the Company does not renew no later than 8 days following the date of Executive’s Term of Employment under the terms of section 2.2Separation from Service (a “Release”), the Company shall (i) pay to Executive the Executive any unpaid Base Salary through the effective date of termination specified in such noticeAccrued Rights, (ii) continue to pay the plus, as severance pay, three times Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “BenefitsSeverance Amount”). Fifty (50) through the end percent of the Continuation Period Severance Amount shall be payable in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit within 60 days following the date of Executive’s Separation from Service. The remaining portion of the Severance Amount shall be payable in equal installments in accordance with Section 2.2 over the 18-month period following date of Executive’s Separation from Service. In addition, notwithstanding the terms of any stock option agreement to the value contrary, upon a termination without Cause, Executive shall be afforded an extended exercise period for all stock options held by Executive as of the date of termination of employment until the date that is one hundred eighty (180) days after the date of such termination, or, if earlier, the expiration of the term of such stock options and subject to earlier termination in the event of a Change in Control. For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), each payment that Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. Notwithstanding anything to the contrary in this Agreement, no portion of his benefits under any savings, pension, profit sharing the Severance Amount shall be payable to Executive before the Company’s first regular payroll payment date occurring on or deferred compensation plans after the 40th day following the date of Executive’s Separation from Service (the “First Pay Date”). Any payments that are forfeited under such plans by reason of the termination of his employment hereunder would otherwise be made prior to the end of the Continuation Period. 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 First Pay Date shall be binding and conclusive paid to Executive on the Executive. For First Pay Date and the remaining payments shall be made as provided in 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 Executive shall become immediately vested in his Stock Options. The Company 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 4.1Agreement.

Termination Without Cause. At The Board, by vote of a majority of its members, may terminate the employment of Employee without Cause, at any time during the Company shall have the right upon ninety Term, as of a date at least thirty (9030) days after the date a written notice of such termination is delivered by Employer to the Executive Employee. In such event, Employer shall pay to terminate the Term of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall Employee (i) pay to the Executive any his accrued but unpaid Base Salary (based upon the annual rate in effect on the date of termination) through the effective date of termination specified in such noticetermination, (ii) continue a pro-rated bonus (the “Pro-Rated Bonus”) equal to pay Employee’s annual target bonus for the Executivecalendar year in which Employee’s employment terminates multiplied by a fraction, the numerator of which shall equal the number of calendar days Employee was employed by Employer for the year in which his employment terminates and the denominator of which shall equal three hundred sixty-five (365), (iii) a lump sum cash severance payment (the “Severance Payment”) in an amount equal to the sum of (A) two (2) times Employee’s annual rate of Base Salary in effect on the date of termination and (B) two (2) times the target bonus for the year in which Employee’s employment is terminated, and (iv) a lump sum cash payment (the “Benefit Plan Payment”) in an amount equal to the aggregate amount of all Employer contributions that Employee or his account would have received for a period equal to two (2) years under the “ Continuation Period”following Benefit Plans: (A) Chicago Board Options Exchange SMART Plan; (B) Chicago Board Options Exchange Supplemental Executive Retirement Plan; and (C) Chicago Board Options Exchange Executive Retirement Plan, or in each case any successor plan. Employer shall also pay Employee’s COBRA premiums (or an amount equal to Employee’s COBRA premiums) (sufficient to cover full family health care) for a period of 12 eighteen (18) months following the termination of the Executive’s his employment with the Companyif Employee elects such COBRA coverage and, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of such period, if Employee is eligible and elects to enroll in Employer’s retiree medical plan that shall provide medical coverage for Employee and his dependents as part of or equivalent to that provided to active executives of Employer and their dependents under the Continuation Period group health plan of Employer from time to time in effect, then Employer shall pay Employee’s premiums for such coverage for a period of six (6) months; provided, however, that any payments or reimbursements for retiree medical plan premiums will be made in accordance with Treasury Regulation § 1.409A-3(i)(1)(iv) (or any similar or successor provisions). The foregoing notwithstanding, Employer’s obligation to pay the COBRA and retiree medical premiums described in the manner as Benefits otherwise would have been preceding sentence (collectively, the “Insurance Premiums”) shall cease on the date Employee becomes eligible for coverage under another group health plan that does not impose pre-existing condition limitations on Employee’s coverage. Nothing herein shall be construed to extend the period of time over which COBRA continuation coverage may be provided to the ExecutiveEmployee or his dependents beyond that mandated by law. The Pro-Rated Bonus, Severance Payment, Benefit Plan Payments, and Insurance Premiums described in this Section 5(b) shall be referred to herein collectively as the “Severance Benefits.” Subject to Section 12 and Section 21 of this Agreement, the Severance Benefits shall be paid within thirty (iv30) pay to days following the Executive as a single lump sum payment, within 30 days date of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation PeriodEmployee’s employment. 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 Except as otherwise provided in this Section 5(b), and conclusive on the Executive. For this purpose, the Company may use as the value of in any Benefit the cost to the Company Plan or Insurance Plan of providing that Benefit to the Executive. FurtherEmployer, the Executive shall become immediately vested in his Stock Options. The Company Employer shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior obligation to Employee under this Agreement following the date of termination, subject, however, to the provisions of Section 4.1his employment is terminated without Cause.

Termination Without Cause. At any time Subject to the provisions of Section 4(c), if, prior to the expiration of the Employment Term, the Company shall have terminates the right upon Employee’s employment without Cause, the Company shall, subject to the Employee’s execution and non-revocation of a general release of claims against the Company in a form substantially similar to the form attached hereto as Exhibit A, provide the Employee with Severance Benefits and Continued Health Benefits. “Severance Benefits” means an amount equal to two (2) times the sum of (i) Base Salary (at the rate in effect on the date the Employee’s employment is terminated) plus (ii) Bonus (defined as the greater of (1) the average bonus amount paid to the Employee over the three fiscal years immediately preceding the year of termination and (2) ninety percent (90%) days written notice of Base Salary at the rate in effect on the date the Employee’s employment is terminated), paid over the twenty-four (24)-month period immediately following Employee’s termination of employment without Cause (such period being referred to hereunder as the “Severance Period”), at such intervals as the Employee would have received payments of Base Salary if he had remained in the active service of the Company; provided, however, that, in accordance with Section 409A of the Internal Revenue Code (the “Code”), and as described more fully in Section 25(b), payment of a portion of the Severance Benefits may be delayed until the six-month anniversary of the Employee’s termination of employment. The Company shall also provide the Employee and his eligible dependents with group medical and life insurance after termination of the Employee’s employment without Cause (to the Executive extent such eligible dependents were participating in the Company’s group medical and life insurance programs prior to terminate the Term Employee’s termination of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1employment) or, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does such participation is not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Datepermitted, a lump sum benefit cash payment equal to the value of the portion benefit excluded, payable in equal monthly installments beginning 60 days following the Employee’s Separation from Service (as defined in Section 4(f) hereof) (the “Continued Health Benefits”) until the earlier of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to (x) the end of the Continuation PeriodSeverance Period or (y) the Employee obtaining other employment and becoming eligible to participate in the medical and life insurance plans of his new employer. The Company’s good faith determination Any general release of claims against the amount that would have been contributed or the value of any Benefits that would have accrued under any plan Company required pursuant to this Section 4(b) shall be binding executed and 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 Executive shall (unless revoked) become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to irrevocable within sixty (60) days following the date of termination, subject, however, to the provisions Employee’s termination of Section 4.1employment.

Termination Without Cause. At any time If the Company terminates Executive's employment without Cause, he shall have be entitled to receive the right upon ninety Accrued Obligations. In addition, Executive shall be entitled to receive severance equal to 1.25 times his base salary then in effect (90the “Severance”), payable in accordance with the Company’s payroll schedule, subject to applicable state and federal tax withholding and other payroll deductions, with the first such payment made no later than sixty (60) days written notice following Executive’s termination of employment without Cause, provided that Executive must sign (and not revoke) the general release described below to receive the Severance. In order to be entitled to the Severance reflected herein, Executive must sign a general release of all claims known and unknown, against Employer, its officers and directors, agents and employees and any related entities or persons. Although a copy of the Company's current standard general release shall be available for Executive's review upon his request, Executive acknowledges that such release is subject to change at the Company's discretion. Nothing herein will be construed to limit or modify the duty of Executive to terminate the Term of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or mitigate Executive's damages in the event that the Company does not renew the Employer terminates Executive's employment without Cause. Such release shall be provided to Executive within five (5) business days following his termination of employment and must become effective no later than sixty (60) days following Executive’s Term termination of Employment under employment. To the terms extent permitted by Section 409A of section 2.2the Internal Revenue Code of 1986, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period as amended (the “ Continuation Period“Code”) of 12 months following the termination of the Executive’s employment with ), the Company, in the manner and at such time as the Base Salary otherwise would have been payable its sole discretion, may pay any amounts owed pursuant to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period this paragraph 7.2 in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days cash payment instead of the Expiration Dateinstallments described above, a lump sum benefit equal with such payment made no later than sixty (60) days following Executive’s termination without Cause. If the Company concludes, in its sole discretion, that the Severance is subject to the value Section 409A of the portion of his benefits under any savingsCode, pensionand if the consideration period in the release, profit sharing or deferred compensation plans that are forfeited under such plans by reason of plus the termination of his employment hereunder prior to revocation period described in the end of the Continuation Period. 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 conclusive on the Executive. For this purposerelease spans two (2) calendar years, the Company may use as Severance payments shall not begin until the value of any Benefit the cost to the Company of providing that Benefit to the Executivesecond calendar year. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior not be entitled to the date of terminationany annual bonus, subjector proration thereof, however, to the provisions of Section 4.1if terminated under this paragraph.

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days to terminate the Executive's employment hereunder by written notice to the Executive to terminate the Term of EmploymentExecutive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, or 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) pay to the Executive the accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the date of the termination of the Executive's employment with the Company, (iii) continue to pay the Executive’s 's Base Salary for a period (and Incentive Compensation through the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the CompanyExpiration Date, in the manner and at such time as the Base Salary and Incentive Compensation otherwise would have been payable to the Executive, and (iiiiv) continue to provide the Executive with the benefits he was receiving under Sections Section 4.2 and 4.4 hereof (the “"Benefits”") through the end of the Continuation Period Expiration Date, in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive, and . The Incentive Compensation payable under clause (iviii) pay of this Section 5.4 shall be equal to the amount of Incentive Compensation payable to the Executive as a single lump sum paymentfor the calendar year immediately preceding the termination of Executive's employment hereunder, within 30 days and the Benefits shall be the Benefits provided to the Executive for the calendar year in which the Executive's employment hereunder terminates. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the Expiration Datetermination of the Executive's employment pursuant to this Section 5.4, a lump sum benefit then the Company shall pay the Executive cash equal to the value of the portion of his Benefit (based upon the cost to the Executive to obtain comparable benefits at standard rates) that otherwise would have accrued for the Executive's benefit under any savingsthe plan, pensionfor the period during which such Benefits could not be provided under the plans, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior said cash payments to be made within 45 days after the end of the Continuation Periodyear for which such contributions would have been made or would have accrued. The Company’s '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 conclusive on the Executive. For this purpose, the Company may use as the value Vesting of any Benefit the cost unvested Stock Options granted to the Company Executive as of providing that Benefit the Commencement Date pursuant to Section 4.5(a) of this Agreement shall be accelerated and become immediately vested, subject to exercise prior to the Executive. Further, termination of the Executive shall become immediately vested in his Stock OptionsOptions pursuant to Section 4.5(c) of this Agreement. The Company 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 4.1).

Termination Without Cause. At any time the Company shall have the right upon ninety If Employee’s employment is terminated without "cause" as defined in Section 4.1(a), or if Employee is Involuntarily Terminated (90) days written notice to the Executive to terminate the Term of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2as defined below), the Company (or its successor, as the case may be) shall pay to Employee (i) pay to the Executive any accrued but unpaid Base Salary and vacation through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. 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 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 Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject(ii) reimbursement for any expenses as set forth in Section 3.5, howeverthrough the date of termination and (iii) a severance payment in an amount equal to (A) three times Employee’s Base Salary and Annual Bonus in the event of an Involuntary Termination or (B) four times Employee’s Base Salary and Annual Bonus in the event Employee’s employment is terminated without cause, payable in one lump sum on the date of termination, subject to withholding as may be required by law. For the purposes of Section 4.2(iii)(A) above, Annual Bonus shall mean the greater of 75% of Employee’s then current Base Salary or the Annual Bonus paid to Employee for the preceding fiscal year. For the purposes of Section 4.2(iii)(B) above, Annual Bonus shall mean 75% of Employee’s then current Base Salary. In addition, if Employee’s employment is terminated without cause (other than if Employee is Involuntarily Terminated) or if Employee’s employment is terminated due to death or permanent disability, Employee will be credited with an additional twelve (12) months of service toward vesting in all stock options and restricted stock awards then held by Employee (the "Option Shares") in addition to the provisions service he has accrued toward vesting through the date of termination. If Employee is Involuntarily Terminated, vesting of all Option Shares will be accelerated in full and all such options shall remain in effect for a one (1) year period following the date of termination. As used in this Section 4.14.2, Employee shall be deemed "Involuntarily Terminated" if (i) the Company or any successor to the Company terminates Employee’s employment without cause in connection with or following a Corporate Transaction or Change of Control (as defined in the Company’s 1999 Stock Incentive Plan); or (ii) in connection with or following a Corporate Transaction or Change of Control there is (a) a decrease in Employee’s title or responsibilities (it being deemed to be a decrease in title and/or responsibilities if Employee is not offered the position of Executive Vice President, Finance and Chief Financial Officer of the Company or its successor as well as the acquiring and ultimate parent entity, if any, following the Corporate Transaction or Change of Control), (b) a decrease in pay and/or benefits from those provided by the Company immediately prior to the Corporate Transaction or (c) a requirement that Employee re-locate out of the greater Los Angeles metropolitan area.

Termination Without Cause. At The Company shall have the right, upon sixty (60) days’ prior written notice given to the Executive, to terminate the Executive’s employment for any time reason whatsoever (excluding for Cause (as defined below)). In the event of such termination, the Company shall have no further obligations hereunder, except that the right upon ninety Executive shall be entitled to (90i) days written notice to receive any amounts or benefits to which the Executive may otherwise have been entitled to hereunder prior to the Executive effective date of termination; (ii) receive as damages for a period ending on a date three (3) years from the date of termination without Cause, to terminate be paid in accordance with Section 5(i)(ii), (A) Base Salary as established under and in accordance with Section 3(a) hereof and (B) bonus compensation at the Term Calculated Bonus Rate, to be paid in accordance with Section 5(i)(ii); and (iii) participate for a period ending on a date three (3) years from the date of Employmenttermination without Cause (the “Without Cause Continuation Period”), to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, in any and all healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements, on terms identical to those applicable to full-term senior officers of the Company. Upon Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Without Cause Continuation Period, the Company shall provide to the Executive, subject to Section 5(i), cash payments, to be paid in accordance with Section 5(i)(ii), equal to the Pension Replacement Payment (as defined in Section 5(a)) with respect to the Without Cause Continuation Period. Notwithstanding the above, any amounts payable under this Section 5(d) that are separation pay as described under Treas. Reg. §1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the Executive’s termination pursuant to this Section 5.4 (5(d) occurs; any amounts payable under this Section 5(d) that is are not a termination under any otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 5(i) of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or this Agreement. Except as otherwise provided in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2this Section 5(d), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. 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 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 Executive shall become immediately vested in his Stock Options. The Company shall will 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 4.1.obligations under Sections 3 and 4 hereof or

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of EmploymentEmployment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 5.2, or upon any termination pursuant to Section 5.3 or Section 5.4, (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 5.5 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.25.6), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s 's Base Salary for a period of twelve (12) months from notice of termination hereunder (the “ "Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive"), (iii) continue to provide the Executive with the benefits he he/she was receiving under Sections Section 4.2 and 4.4 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) pay . In the event that the Company is unable to provide the Executive as a single lump sum payment, within 30 days with any Benefits required hereunder by reason of the Expiration Datetermination of the Executive's employment pursuant to this Section 5.4, a lump sum benefit then the Company shall pay the Executive cash equal to the value of the portion of his benefits Benefit that otherwise would have accrued for the Executive's benefit under any savingsthe plan, pension, profit sharing or deferred compensation plans that are forfeited for the period during which such Benefits could not be provided under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Periodplans. The Company’s '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 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 Executive shall become immediately vested in his vesting of the Executive's Stock Options, if any, shall be subject to the terms of any option agreement(s) to which the Executive and the Company are parties. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days). For all purposes under this Agreement, 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 treated as if the Company terminated this Agreement pursuant to this Section 5.2.

Termination Without Cause. At The Company has the right, at any time during the Company shall have Term, subject to all of the right upon ninety 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 (90) days written notice including any termination which is deemed to be a constructive termination without Cause under Section 4.6 hereof), the Company's obligation to the Executive shall be limited solely to terminate 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 Employment. Upon any termination pursuant to this Section 5.4 Agreement (that is not a termination under any assuming no automatic extension of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall (iTerm) pay to had the Executive any unpaid Base Salary through the effective date of termination specified in such notice, not been so terminated and (ii) continue to pay the Executive’s Base 's Annual Salary for a period (of twelve months, in each case based on the “ Continuation Period”) of 12 months following the termination Annual Salary of the Executive in effect on the date of termination (or, if the Company has reduced the Executive’s employment with 's Annual Salary in breach of this Agreement, the CompanyExecutive's Annual Salary before such reduction) and, in the manner and at such time as case of clause (i), the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide average Incentive Bonus received by the Executive for the immediately preceding two fiscal years, together with the benefits he was receiving under Sections 4.2 all unpaid Incentive Bonus and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing awarded or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. 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 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 Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior up to the date of termination. If the Executive is terminated after he has received one Incentive Bonus but before he has received two, subjectthe Incentive Bonus in clause (i) shall be based on the amount of that one Incentive Bonus; if he has not yet received an Incentive Bonus, howeverit shall be based on the maximum Incentive Bonus (i.e., one half of the Annual Salary). In the event of a termination by the Company without Cause within 180 days after a Change of Control (as hereinafter defined), including a constructive termination without Cause pursuant to Section 4.6, the amounts due to the provisions of Executive pursuant to this Section 4.14.3 shall be due and payable in one lump-sum payment within 60 days after such termination. In all other cases, any amounts due to the Executive pursuant to this Section 4.3 -6- shall be due and payable as and when they would have become due and payable absent such termination.

Termination Without Cause. At any time Notwithstanding anything to the contrary contained herein, the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term employment of EmploymentExecutive at any time without Cause. Upon any termination pursuant Subject to this Section 5.4 subsection (that is not e) below, upon a termination under without Cause, except as provided in Section 15, this Agreement shall terminate and the Executive shall not be entitled to receive any of Sections 5.1compensation or other benefits, 5.2, 5.3, 5.5, 5.6 or in the event except that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) Entitlement Date continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as to Executive the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. 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 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 Executive shall become effect immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subjectsuch payments to be made in installments at the times such amounts would have been paid if the Agreement had not been so terminated, and (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 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 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. 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 Section 4.1Executive's employment).

Termination Without Cause. At any time time, the Company shall have may terminate the right upon ninety employment of Executive without liability other than as set forth below, for any reason not specified in Section 6.3 above, by giving thirty (9030) days advance written notice to Executive. If the Executive Company elects to terminate the Term of Employment. Upon any termination Executive pursuant to this Section 5.4 6.4, (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, a) the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such noticeall Accrued Compensation, (iib) the Company shall continue to pay the to Executive as provided herein Executive’s 's Base Salary for over the period equal to nine (9) months from the date of such termination as severance compensation, (c) the Company shall make a period (the “ Continuation Period”) of 12 months following the termination lump sum payment to Executive in an amount equal to a pro rata portion of the Executive’s 's annual actual cash incentive bonus for Company's fiscal year preceding the year of termination based on the number of completed months of Executive's employment with the Company, in the manner and at fiscal year plus nine (9), (d) the vesting of all outstanding stock options held by Executive shall be accelerated so that the amount of shares vested under such time as the Base Salary otherwise option shall equal that number of shares which would have been payable vested if the Executive had continued to render services to the Executive, Company for nine (iii9) continue to provide continuous months after the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end date of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executivehis termination of employment, and (ive) the Company shall pay all costs which the Company would otherwise have incurred to maintain all of Executive's health and welfare, and retirement benefits (either on the same or substantially equivalent terms and conditions) if the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal had continued to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. 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 conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost render services to the Company for nine (9) continuous months after the date of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Optionstermination of employment. The Company shall have no further liability hereunder obligations to Executive other than for reimbursement for reasonable those set forth in the preceding sentence. During the period when such severance compensation is being paid to Executive, Executive shall not (i) engage, directly or indirectly, in providing services to any other business expenses incurred prior program or project that is competitive to a program or project being conducted by the date Company or any Affiliated Company at the time of terminationsuch employment termination (provided that Executive may own less than two percent (2%) of the outstanding securities of any publicly traded corporation), subjector (ii) hire, howeversolicit, or attempt to solicit on behalf of himself or any other party or any employee or exclusive consultant of the provisions Company. If the Company terminates this Agreement or the employment of Executive with the Company other than pursuant to Section 4.16.1, 6.2 or 6.3, then this section 6.4 shall apply.

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of EmploymentEmployment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 5.2, or upon any termination pursuant to Section 5.3 or Section 5.4, (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 5.5 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.25.6), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period of twelve (12) months from notice of termination hereunder (the “ “Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive), (iii) continue to provide the Executive with the benefits he he/she was receiving under Sections Section 4.2 and 4.4 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, Executive and (iv) within thirty days of Executive’s termination, pay 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 as with any Benefits required hereunder by reason of the termination of the Executive’s employment pursuant to this Section 5.2, then the Company shall make a single lump sum cash payment, within 30 thirty days of the Expiration DateExecutive’s termination, a lump sum benefit equal to the value of the portion of his benefits Benefits that otherwise would have accrued for the Executive’s benefit under any savingsthe plan, pension, profit sharing or deferred compensation plans that are forfeited for the period during which such Benefits could not be provided under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Periodplans. 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 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 Executive shall become immediately vested in his vesting of the Executive’s Stock Options, if any, shall be subject to the terms of any option agreement(s) to which the Executive and the Company are parties. The Company 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 4.1). For all purposes under this Agreement, 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 treated as if the Company terminated this Agreement pursuant to this Section 5.2.

Termination Without Cause. At GMI and the Company each has the right, at any time during the Company shall have Term, subject to all of the right upon ninety (90) days written provisions hereof, exercisable by serving notice, effective on or after the date of service of such notice to the Executive as specified therein, to terminate the Employee's employment under this Agreement and discharge the Employee without Cause. If the Employee is terminated during the Term without Cause (including any termination which is deemed to be a constructive termination without Cause under Section 4.5 hereof), the Term will terminate on the date of such termination and the obligation of GMI and the Company to the Employee will be limited to (i) the payment, at the times and upon the terms provided for herein, of the Employee's Annual Salary for the remainder of the Term of Employmentthis Agreement had the Employee not been so terminated, and (ii) the continuation of the Employee's medical, dental and life insurance benefits for the remainder of such Term. Upon any In the event of a termination by the Company without Cause within 180 days after a Change of Control (as hereinafter defined), including a constructive termination without Cause pursuant to Section 4.5, the amounts due to the Employee pursuant to this Section 5.4 (4.3 will be due and payable in one lump-sum payment within 60 days after such termination. In all other cases, any amounts due to the Employee pursuant to this Section 4.3 will be due and payable as and when they would have become due and payable absent such termination. In addition, any Benefits that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or have vested in the event that Employee at the Company does not renew the Executive’s Term time of Employment under the terms such termination as a result of section 2.2his participation in any benefit plans sponsored by GMI, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable or any other Subsidiary or GMI Affiliate will be paid to the ExecutiveEmployee, (iii) continue or to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executivehis estate or designated beneficiary, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. 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 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 Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, subject to the provisions of Section 4.1such plans.

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of EmploymentEmployment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 5.5 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.25.6), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s 's Base Salary for a period (the “ " Continuation Period”") through the date on which the Term of 12 months following the termination of the Executive’s employment with the Company, Employment would have ended pursuant to Section 2 hereof in the manner and at such time as the Base Salary otherwise would have been payable absence of an earlier termination pursuant to the Executivethis Section 5 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he he/she was receiving under Sections 4.2 and 4.4 hereof (the “"Benefits”") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive, and (iv) pay . In the event that the Company is unable to provide the Executive as a single lump sum payment, within 30 days with any Benefits required hereunder by reason of the Expiration Datetermination of the Executive's employment pursuant to this Section 5.4, a lump sum benefit then the Company shall pay the Executive cash equal to the value of the portion of his benefits Benefit that otherwise would have accrued for the Executive's benefit under any savingsthe plan, pension, profit sharing or deferred compensation plans that are forfeited for the period during which such Benefits could not be provided under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Periodplans. The Company’s '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 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 Executive shall become immediately vested continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his Stock Optionsemployment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs). For all purposes under this Agreement, the failure by 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 treated as if the Company terminated this Agreement pursuant to this Section 5.4.

Termination Without Cause. At any time If, prior to a Change in Control Date (including a situation in which a Change in Control Date never occurs), the Company terminates the Executive’s employment other than for Cause, Disability or death, then the Executive shall be entitled to the following benefits, the distribution of which shall be subject to the provisions of Sections 4.4 and 4.7: the Company shall have the right upon ninety (90) days written notice pay to the Executive to terminate Executive, in a lump sum in cash on the Term Date of Employment. Upon any termination pursuant to this Section 5.4 Termination, the sum of the following amounts: (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew 1) the Executive’s Term base salary through the Date of Employment under Termination, (2) any compensation previously deferred by the terms Executive (together with any accrued interest or earnings thereon) and (3) any accrued vacation pay, in each case to the extent not previously paid (the sum of section 2.2the amounts described in clauses (1) through (3) shall be hereinafter referred to as the “Accrued Obligations”); during the Severance Period, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) in accordance with the Company’s regular payroll practices, the Executive’s highest annual base salary during the two-year period prior to the Date of Termination; and during the Severance Period, the Company shall continue to provide to the Executive with and the Executive’s family those benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Date of Termination (to the extent such benefits can be provided to non-employees, or to the extent such health insurance benefits cannot be provided to non-employees, then the cash equivalent thereof, based on the cost thereof to the Company, which cash amount shall be paid proportionately over the Severance Period, monthly in advance); provided, however: (1) that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (ive.g., health insurance benefits) pay from such employer on terms at least as favorable to the Executive and his family as a single lump sum paymentthose being provided by the Company, within 30 days of then the Expiration Date, a lump sum benefit equal Company shall no longer be required to provide those particular benefits to the value of the portion of Executive and his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior family; and (2) to the end of extent that such payments are taxable to the Continuation Period. The Company’s good faith determination of Executive and/or extend beyond the amount that would have been contributed or the value of any Benefits that would have accrued under any plan COBRA continuation period, then such payments shall be binding and 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 Executive shall become immediately vested made monthly in his Stock Options. The Company 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 4.1advance.

Termination Without Cause. At 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 have receive severance payments as follows: (i) the right upon ninety Employee shall continue to receive his base salary on a monthly basis for the remainder of the calendar year in which such termination occurred, (90ii) days written notice the Employee shall be paid an annual bonus for the calendar year in which such termination occurred equal to the Executive average of the bonuses paid to terminate the Term 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 employment 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, 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. Upon any termination , the Employee shall be entitled to receive the total severance pay provided for under this Section 7(b) in a single payment 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 5.4 (that is not 7(b) in a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or single payment on the date when a Change in Control occurs. In the event that the independent accountants acting as auditors for the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. 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 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 Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of terminationa Change in Control (or another accounting firm designated by them) determine that such single payment, subjecttogether with other compensation received by the Employee that is a contingent on a Change in Control, howeverwould constitute "excess parachute payments" within the meaning of Section 280G ("Section 280G") of the Internal Revenue Code of 1986, as amended and regulations thereunder, the single payment to the provisions of Employee shall be reduced to the minimum extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4.1280G but only if by reason of, and giving effect to such reduction, the Employees net after-tax benefit will exceed the Employees net after-tax benefit if such reduction were not made.

Termination Without Cause. At any time the The Company shall have the right upon ninety (90) days to -------------------------- terminate the Term of Employment by written notice to the Executive not less than thirty (30) days prior to terminate the Term of Employmenttermination date. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.3 or 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2), the Company shall (i) pay to the Executive any on the termination date unpaid Base Salary Salary, if any, through the effective date of termination specified in such notice, (ii) continue ii)pay to pay the Executive’s Base Salary Executive the accrued but unpaid Incentive Compensation, if any, for a period (any Bonus Period ending on or before the “ Continuation Period”) date of 12 months following the termination of the Executive’s 's employment with the Company, at the time provided in the manner and at such time as the Base Salary otherwise would have been payable to the ExecutiveSection 3.2a, (iii) pay to the Executive on the termination date a lump sum payment equal to three (3) times the sum of (x) his Base Salary and (y) the accrued but unpaid Bonus for the year in which such termination occurs, (iv) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”"BENEFITS") through for a period of three (3) years immediately following the end date of the Continuation Period his termination in the manner and at such times as the Benefits otherwise would have been provided to the Executive, and ; (ivv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Datedate of termination, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans but that would not have been forfeited if the Executive's employment had contained for an additional three (3) years. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of his employment hereunder prior to the end of the Continuation Period. 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 conclusive on the Executive's employment pursuant to this Section 5.4, then the Company shall promptly reimburse the Executive for amounts paid by the Executive to acquire comparable coverage. For Upon any termination effected and compensated pursuant to this purposeSection 5.4, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs).

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days to terminate this Agreement and Employee’s employment hereunder by written notice to the Executive to terminate the Term of EmploymentEmployee. Upon any termination without Cause pursuant to this Section 5.4 4.4, Company (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company a) shall (i) pay to the Executive Employee any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion amounts of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have Total Salary accrued under any plan shall be binding and 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 Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject(b) shall reimburse Employee for all expenses described in Section 3.1 of this Agreement incurred prior to the date of termination and (c) shall pay Employee an amount (“Severance Payments”) equal to his Total Salary for a period of three (3) months, paid ratably over such three (3) month period or in a lump sum, as determined by the 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 revoked it during any applicable statutory revocation period. Employee will forfeit the right to any Severance Payments under this Section 4.4 unless such release is signed and not subsequently revoked within ninety (90) days after it is provided to Employee by Company. Employee shall continue to receive the Additional Benefits provided to Employee immediately prior to the provisions date of termination for so long as Severance Payments are being made to Employee (the “Severance Benefits”) Upon making the Severance Payments and providing the Severance Benefits, if any, required by this Section 4.14.4, Company shall have no further liability to Employee other than any amounts duly payable pursuant to any 401(k) plan, retirement or pension plan, employee benefit plan, life insurance policy or other plan, program or policy then maintained or provided by Company to Employee pursuant to the terms thereof.

Termination Without Cause. At any time the Company Bank shall have the right upon ninety (90) days to terminate Executive’s employment hereunder by written notice to the Executive to terminate the Term of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1Executive; provided, 5.2however, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company Bank shall (i) pay to the Executive any unpaid Base Salary through compensation or other obligations accrued prior to the effective date Date of termination specified in such noticeTermination, all of which shall be paid within thirty (30) days after the Date of Termination, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, in a lump sum benefit within thirty (30) days after the Date of Termination, an amount equal to the value product of (x) the portion greater of his benefits under any savings12 or the number of full months remaining in the Term after the Date of Termination, pensionbut not more than 24, profit sharing times (y) the sum of Executive’s monthly Base Salary for the year in which the Date of Termination occurs, plus one twelfth of either the Guaranteed 2006 Bonus or, if the Date of Termination occurs in 2007 or deferred compensation plans that are forfeited under such plans by reason of later, the termination of his employment hereunder last Annual Bonus awarded to the Executive for the fiscal year prior to the end year in which the Date of Termination occurs pursuant to this Section 5.3, and (iii) implement the provisions for the Executive’s Vested Benefits as of the Continuation PeriodDate of Termination. The CompanyBank shall be deemed to have terminated the Executive’s good faith determination employment pursuant to this Section 5.3 if such employment is terminated by the Bank without Cause. The Bank and the Executive hereby stipulate that the payment and delivery 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 conclusive on amounts specified in clause (ii) above are conditioned upon the Executive. For this purpose’s resignation from any and all positions which he holds as an Xxxxx X. Xxxxxx Employment Agreement-BU, FSB October 24, 2005 officer, director or committee member with respect to the Bank or any of its affiliates, the Company may use as execution of a severance agreement and full release by the value Executive in favor of any Benefit the cost to Bank releasing all then existing claims against the Company of providing that Benefit Bank, under this Agreement, related to the Executive. Further’s employment, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, howeveror otherwise, to the full extent permitted by law, and so long as the Executive complies with all provisions of this Agreement, including Section 4.18. Such severance agreement and general release shall be in a form substantially similar to that attached hereto as Attachment A. Any disputes shall be resolved by Arbitration as provided in Section 23.

Termination Without Cause. At any time the Company Employer shall have the right upon ninety (90) days to terminate the Term and the Executive's employment hereunder without Cause by written notice to the Executive to terminate the Term of EmploymentExecutive. Upon any termination pursuant to this Section 5.4 10 (that is not a termination under any of Sections 5.17, 5.28, 5.39, 5.511 or 12), 5.6 Employer shall (A) pay the Executive a lump sum equal to two full years of the Executive'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 comparable Welfare Benefits, whichever occurs first, and in the event that the Company does such continued coverage is not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans allowed by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed law or the value of any Employer's Welfare Benefits that would have accrued under any plan shall be binding and 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. Furtherplans, the Executive shall become immediately vested in his Stock Optionsbe 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 other than for reimbursement for reasonable business expenses incurred prior to the date of termination, (subject, however, to the provisions of Section 4.15(a) and (d)). The Executive shall be entitled to receive all severance payments and benefits hereunder regardless of any future employment undertaken by the Executive as long as the Executive is in full compliance with the terms of this Agreement.

Termination Without Cause. At The Company shall have the right, upon one hundred and eighty (180) days’ prior written notice given to the Executive, to terminate the Executive’s employment for any time reason whatsoever (excluding for Cause (as defined below)). In the event of such termination, the Company shall have no further obligations hereunder, except that the right upon ninety Executive shall be entitled to (90i) days written notice receive any accrued but unpaid salary and other amounts to which the Executive otherwise is entitled hereunder prior to the date of his termination without Cause, such salary to be paid in accordance with Section 3(a) and such other amounts to be paid in accordance with applicable payment provisions herein; (ii) receive bonus compensation earned but not paid under Section 3(b) hereof that relates to any Contract Year ended prior to the date of his termination without Cause, to be paid in accordance with Section 3(b) hereof; (iii) receive a pro-rata portion of the annual bonus payout that the Executive would have been entitled to receive had he remained in employment through the end of the Contract Year during which the termination without Cause occurred, based on the portion of the Contract Year that has elapsed prior to such termination, and paid in accordance with Section 3(b) hereof; (iv) receive as damages (A) for a period ending on a date two (2) years from the date of termination without Cause, to be paid in accordance with Section 6(l)(i), his Base Salary as established under and in accordance with Section 3(a) hereof and (B) bonus compensation equal to one hundred percent (100%) of the average of the actual annual bonuses paid or payable (with respect to completed Contract Years) to the Executive to terminate during the Term of EmploymentEmployment , or, if such termination occurs prior to the payment of any bonus hereunder, $3,000,000.00, to be paid in accordance with Section 6(l)(i); (v) receive reimbursement for financial counseling services specified under Section 5(b) hereof in the amount of $10,000.00 for a period of two (2) years from the date of termination, in accordance with Section 5(b) hereof; and (vi) participate for a period ending on a date two (2) years from the date of termination without Cause (the “Without Cause Continuation Period”), to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, in any and all healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements, on terms identical to those applicable to full-term senior officers of the Company. Upon Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Without Cause Continuation Period, the Company shall provide to the Executive, subject to Section 6(l), cash payments, to be paid in accordance with Section 6(l)(i), equal to the Pension Replacement Payment (as defined in Section 6(a)) with respect to the Without Cause Continuation Period. Notwithstanding the above, any amounts payable under this Section 6(c) that are separation pay as described under Treas. Reg. §1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the Executive’s termination pursuant to this section 6(c) occurs; any amounts payable under this Section 6(c) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(l) of this Agreement. Except as otherwise provided in this Section 6(c), the Company will have no further obligations under Sections 3, 4 and 5 hereof or otherwise. In the event of termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. 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 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. Further6(c), the Executive shall become immediately vested in not be required to mitigate his Stock Options. The Company 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 4.1damages hereunder.

Termination Without Cause. At (i) Without cause, the Company may terminate this Agreement at any time upon fifteen (15) days written notice to Executive. In such event, the Company Executive, if requested by the Company, shall have continue to render his services and shall be paid his regular compensation up to the right date of termination. In addition, if Executive is terminated without cause, (a) within the first twelve (12) month period from the Effective Date, the Executive shall be entitled to receive, and shall receive, "Continuing Compensation" as hereafter defined in subsection (iii) for a period of twelve (12) months from the date of termination, payable in monthly installments during the twelve (12) months period following termination, (b) within the second twelve (12) month period from the Effective Date, the Executive shall receive Continuing Compensation for a period of nine (9) months from the date of termination, payable in monthly installments during the nine (9) month period following termination; and (c) at any time after twenty-four (24) months from the Effective Date, the Executive shall receive Continuing Compensation for a period of six (6) months form the date of termination, payable in monthly installments during the six (6) month period following termination. (ii) Without cause, the Executive may terminate this Agreement upon ninety not less than sixty (9060) days written notice to the Company. In such event, unless otherwise directed by the Company, Executive shall continue to terminate render his services and shall continue to be paid his regular compensation up to the Term date of Employmenttermination of employment. Upon any Bonus compensation that has been earned by the Executive through the date of his termination pursuant shall be paid to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term . (iii) "Continuing Compensation" means and includes the following: (x) the Executive's base salary as in effect as of Employment under the terms effective date of section 2.2termination, (y) any bonus compensation that would have been earned by Executive based on the Company shall (i) pay to factors or elements of the bonus compensation plan which would have been achieved by Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executivetermination, and (ivz) pay the fringe benefits customarily being made available by the Company to Executive for health, life and disability insurance, but excluding the Executive as a single lump sum paymentaccrual of holidays, within 30 days of vacation and sick leave, and further excluding any participitory contributions by the Expiration Date, a lump sum benefit equal Company to 401k or stock purchase or similar plans. If the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior Company is obligated to the end of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed or the value make payment of any Benefits that would have accrued under any plan continuing compensation, such payments shall be binding and conclusive on made during the Executive. For this purpose, applicable period at the same time that the Company may use as the value would make such payments on behalf of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company 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 4.1its regular employees.

Termination Without Cause. At any time the The Company shall have the right in its sole discretion may terminate this Agreement without cause or prior warning immediately upon ninety (90) days written notice to the Executive to terminate the Term Employee. For purposes of Employment. Upon any termination pursuant to this Section 5.4 (that is not 4E, any failure to renew this Agreement and any resignation following a substantial reduction in the Employee's salary, duties or responsibilities shall, at Employee’s election, constitute an involuntary termination without cause for the convenience of the Company. In the event of a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, this Section 4E the Company shall (i) pay to all compensation owing for services rendered by the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. 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 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 Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred Employee prior to the date of termination, subject, however, shall pay a lump-sum severance benefit equal to the provisions amount that would have been paid to the Employee under the remaining term of this Agreement based on the Employee's base salary as in effect at the time of such termination, and shall continue to provide the Employee at Company expense all medical, disability and insurance benefits available to him at the time of termination that would have been paid to the Employee under the remaining term of this Agreement or, if shorter, the maximum period allowed under the Company's policies as then in effect or under applicable law. As an additional severance payment, if the Company has in effect at the time of any termination without cause under this Section 4.14E any bonus or incentive plan which provides for awards in cash and is based on the Company's revenues or results of operations for a fiscal year or other period, the Employee shall be entitled to the amount that would have been payable had Employee remained an employee through the end of the year for which the bonus is payable. The foregoing shall also apply to the annual bonus payable to the Employee pursuant to Section 3B. Such severance shall be payable at the same time, and computed on the same terms, as awards under the plan in question, except for periods of service. In addition, any termination under this Section 4E shall constitute a termination for the convenience of the Company and shall extend the post-termination exercise period for all stock options granted to the Employee under the Company's stock option and other benefit plans so that such options will be exercisable for the longer of five (5) years following the date of termination or any longer period provided in such plan. Such payments and benefits shall not entitle the Employee to any other benefits or compensation program available to Company employees.

Termination Without Cause. At The Executive's employment under this Agreement may be terminated at any time by the Company shall have the right Company, without cause, upon ninety fourteen (9014) days days' written notice to the Executive (such termination referred to terminate the Term of Employmentthroughout this Agreement as a "Termination Without Cause"). Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in In the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2any such Termination Without Cause, the Company shall (i) agrees to pay to the Executive any as severance pay, an amount equal to the greater of (x) Executive's base salary (at the then current rate) for the remainder of the Term or (y) twelve (12) months base salary (at then current rate) plus pro rata performance bonus earned and unpaid Base Salary through the effective date of such termination specified and any business expenses and other fringe benefits otherwise due to the Executive (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 payment for (i) any bonus earned in the year preceding such notice, termination but not yet paid and (ii) continue to pay accrued but unused vacation days during the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the year such termination occurs. All other obligations of the Executive’s employment with Employer under this Agreement shall automatically cease, and the Executive shall not be entitled to any other salary, payments or benefits otherwise payable under this Agreement, except as otherwise required by law. By way of example, if the Executive were to resign for Good Reason or be 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 $300,000 and twelve (12) months base salary at the rate of $330,000 plus the Executive would be entitled to 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, in the manner if any, would be due and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide no later than 75 days following the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration First Anniversary Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. 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 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 Executive shall become immediately vested in his Stock Options. The Company 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 4.1.

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days written notice Except with respect to the Executive to terminate the Term termination of Employment. Upon any termination pursuant to this your employment following a Change of Control (as defined and provided in Section 5.4 (that is not a termination under any of Sections 5.14, 5.2below), 5.3, 5.5, 5.6 or in the event that your employment shall be terminated by the Company does without Cause during the term of this Agreement or your employment hereunder is not renew renewed, then subject to your execution of a general release of claims in favor of the Executive’s Term of Employment under the terms of section 2.2Company, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s you your Base Salary for a period equal to the lesser of: (i) twelve (12) months subsequent to such termination, (ii) the “ Continuation Period”) period ending on the date of 12 months following the termination commencement of the Executive’s full-time employment with the Companyanother employer, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, or (iii) continue to provide the Executive period ending on the date of your death; provided, however, that if your annual salary with your new employer is less than two-thirds of your Base Salary under this Agreement, the benefits he was receiving under Sections 4.2 Company shall pay you the difference between your Base Salary and 4.4 hereof (the “Benefits”) through annual salary from your new employer for the end balance of the Continuation Period period specified above and provided, further, that in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under no event will any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder payment be made prior to the end first date on which such payment may be made in compliance with the provisions of Section 409A(A)(2)(B)(i) of the Continuation PeriodInternal Revenue Code of 1986, as amended. The Company’s good faith determination Except as provided in the last proviso of the amount that would have been contributed or the value of any Benefits that would have accrued immediately preceding sentence, all payments made under any plan this Section 3(d) shall be binding made at the times and conclusive on at 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 Executive shall become immediately vested rate specified in his Stock OptionsSection 3(a) hereof. The Company shall have no further liability hereunder other than also reimburse you for reimbursement COBRA premiums paid by you (if you are eligible for reasonable business expenses incurred and elect COBRA coverage) for up to twelve (12) months and the Company shall treat you as if you were employed for purposes of the vesting of and the exercise of vested stock options or restricted stock awards granted prior to the date of such termination, subjectnotwithstanding any contrary provision in the Option Agreement or Stock Option Plan or Restricted Stock Award pursuant to which such option and/or restricted stock had been granted, howeverfor a period equal to twelve (12) months. Notwithstanding any termination of your employment, you shall continue to be bound by the provisions of this Agreement (other than Section 4.11 hereof).