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

Without Cause or With Good Reason. If the Company terminates the Executive’s employment without Cause (as defined below), or the Executive resigns for Good Reason (as defined below), then, provided that the Executive executes and delivers, and does note revoke, a general release of claims in a form reasonably satisfactory to the Company (i) the Company shall pay an amount equal to twelve months of the Executive’s Base Salary (at the rate in effect at the time of termination), and (ii) the Company shall make payment of a prorated portion of the Performance Bonus to which the Executive would otherwise be entitled, if any, for the calendar year in which Executive’s employment with the Company terminates, pursuant to the payment schedule in the following sentence (collectively, the “Severance Payments”). Base Salary severance payments will be made in equal installments on the days regular payments are made to Company employees. The prorated portion of the Performance Bonus, if any, will be paid on the date that bonus payments are made to current Company employees, or on the regular payroll day that the Company makes the first Base Salary severance payment, whichever is later. Provided that the Executive properly elects COBRA continuation coverage, the Company will reimburse the Executive for the cost of the insurance premiums for such coverage. The Executive will be eligible to receive such reimbursement until the earliest of (i) the twelve-month anniversary of the Executive’s termination, (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer. In addition, the Option grant shall provide that if the Company terminates the Executive’s employment without Cause, or the Executive resigns for Good Reason, then the shares underlying the option grant that would otherwise (absent the termination) have vested in the 12 months following the Executive’s termination shall accelerate and become fully-vested as of the date of the Executive’s termination. In no event shall the Executive or the Executive’s estate or beneficiaries be entitled to any of the payments or benefits set forth in this Section 6.2 upon termination of the Executive’s employment by reason of his disability or death.

Without Cause or With Good Reason. If the Executive's employment is terminated by the Company (other than for Cause or Disability) or if the Executive terminates his employment with Good Reason, the Employment Period shall end as of the effective date of termination and the Executive shall be entitled to the following, within 10 business days following the date of termination or such earlier date as may be required by law: (A) Base Salary earned but not paid prior to the date of the termination of his employment; (B) payment for all accrued but unused vacation time up to the date of the termination of the Executive’s 's employment; (C) payment for any bonus deferred for any year prior to the year in which occurs the date of the termination of the Executive's employment; (D) the 1999 Incentive Bonus or any bonus payable pursuant to any Future Bonus Plan, to the extent earned but not paid with respect to the year in which the Executive's termination of employment without Cause occurs; (as defined below)E) a lump sum amount equal to three times the sum of (x) the Base Salary (based on the Base Salary in effect on the date of the termination of the Executive's employment, or and in the case of a termination of employment by the Executive resigns for Good Reason (as defined belowdue to a reduction in Base Salary under Paragraph 6(a)(v)(C), then, provided that based on the Executive executes and delivers, and does note revoke, a general release of claims Base Salary in a form reasonably satisfactory effect immediately prior to the Company such reduction) plus (iy) the Company shall pay an amount equal to twelve months of target annual bonus under the Executive’s Base Salary (at 1999 Incentive Bonus Plan or any Future Bonus Plan, as the rate in effect at the time of termination), and (ii) the Company shall make payment of a prorated portion of the Performance Bonus to which the Executive would otherwise be entitled, if anycase may be, for the calendar year in which Executive’s employment of termination; (F) immediate vesting of and lapsing of restrictions on all unvested Stock Awards held by the Executive on the date of the termination of his employment; (G) immediate vesting of all Company stock options held by the Executive on the date of the termination of his employment, with the Company terminates, all stock options remaining exercisable until their expiration pursuant to the payment schedule Stock Incentive Plan; (H) continued participation, as if he were still an employee, in the following sentence (collectivelyCompany's medical, the “Severance Payments”). Base Salary severance payments will be made dental, hospitalization and life insurance plans, programs and/or arrangements in equal installments on the days regular payments are made to Company employees. The prorated portion of the Performance Bonus, if any, will be paid which he was participating on the date that bonus payments are made to current Company employees, or of the termination of his employment on the regular payroll day that the Company makes the first Base Salary severance paymentsame terms and conditions as other executives under such plans, whichever is later. Provided that the Executive properly elects COBRA continuation coverage, the Company will reimburse the Executive for the cost of the insurance premiums for such coverage. The Executive will be eligible to receive such reimbursement programs and/or arrangements until the earliest earlier of (i) the twelve-month anniversary of the Executive’s termination, (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage three years from another employer. In addition, the Option grant shall provide that if the Company terminates the Executive’s employment without Cause, or the Executive resigns for Good Reason, then the shares underlying the option grant that would otherwise (absent the termination) have vested in the 12 months following the Executive’s termination shall accelerate and become fully-vested as of the date of the Executive’s termination. In no event shall the Executive 's termination or the Executive’s estate date, or beneficiaries dates, he receives equivalent coverage and benefits under the plans, programs and/or arrangements of a subsequent employer (such coverage and benefits to be entitled to any determined on a coverage-by-coverage or benefit-by-benefit basis); and (I) such additional benefits as may be provided by the then existing plans, programs and/or arrangements of the Company (other than any severance payments or benefits set forth in this Section 6.2 upon termination payable under the terms of any benefit plan), including outplacement services consistent with the Executive’s employment by reason of his disability or deathCompany's then existing practice for senior executives or, if there is no such then existing practice, consistent with the Company's past practice for senior executives.

Without Cause or With Good Reason. If the Executive's employment is terminated by the Company (other than for Cause or Disability) or if the Executive terminates his employment with Good Reason, the Employment Period shall end as of the effective date of termination and the Executive shall be entitled to the following, within 10 business days following the date of termination or such earlier date as may be required by law: (A) Base Salary earned but not paid prior to the date of the termination of his employment; (B) payment for all accrued but unused vacation time up to the date of the termination of the Executive’s 's employment; (C) payment for any bonus deferred for any year prior to the year in which occurs the date of the termination of the Executive's employment; (D) the 1999 Incentive Bonus or any bonus payable pursuant to any Future Bonus Plan, to the extent earned but not paid with respect to the year in which the Executive's termination of employment without Cause occurs; (as defined below)E) a lump sum amount equal to two times the sum of (x) the Base Salary (based on the Base Salary in effect on the date of the termination of the Executive's employment, or and in the case of a termination of employment by the Executive resigns for Good Reason (as defined belowdue to a reduction in Base Salary under Paragraph 6(a)(v)(C), then, provided that based on the Executive executes and delivers, and does note revoke, a general release of claims Base Salary in a form reasonably satisfactory effect immediately prior to the Company such reduction) plus (iy) the Company shall pay an amount equal to twelve months of target annual bonus under the Executive’s Base Salary (at 1999 Incentive Bonus Plan or any Future Bonus Plan, as the rate in effect at the time of termination), and (ii) the Company shall make payment of a prorated portion of the Performance Bonus to which the Executive would otherwise be entitled, if anycase may be, for the calendar year in which Executive’s employment of termination; (F) immediate vesting of and lapsing of restrictions on all unvested Stock Awards held by the Executive on the date of the termination of his employment; (G) immediate vesting of all Company stock options held by the Executive on the date of the termination of his employment, with the Company terminates, all stock options remaining exercisable until their expiration pursuant to the payment schedule Stock Incentive Plan; (H) continued participation, as if he were still an employee, in the following sentence (collectivelyCompany's medical, the “Severance Payments”). Base Salary severance payments will be made dental, hospitalization and life insurance plans, programs and/or arrangements in equal installments on the days regular payments are made to Company employees. The prorated portion of the Performance Bonus, if any, will be paid which he was participating on the date that bonus payments are made to current Company employees, or of the termination of his employment on the regular payroll day that the Company makes the first Base Salary severance paymentsame terms and conditions as other executives under such plans, whichever is later. Provided that the Executive properly elects COBRA continuation coverage, the Company will reimburse the Executive for the cost of the insurance premiums for such coverage. The Executive will be eligible to receive such reimbursement programs and/or arrangements until the earliest earlier of (i) the twelve-month anniversary of the Executive’s termination, (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage two years from another employer. In addition, the Option grant shall provide that if the Company terminates the Executive’s employment without Cause, or the Executive resigns for Good Reason, then the shares underlying the option grant that would otherwise (absent the termination) have vested in the 12 months following the Executive’s termination shall accelerate and become fully-vested as of the date of the Executive’s termination. In no event shall the Executive 's termination or the Executive’s estate date, or beneficiaries dates, he receives equivalent coverage and benefits under the plans, programs and/or arrangements of a subsequent employer (such coverage and benefits to be entitled to any determined on a coverage-by-coverage or benefit-by-benefit basis); and (I) such additional benefits as may be provided by the then existing plans, programs and/or arrangements of the Company (other than any severance payments or benefits set forth in this Section 6.2 upon termination payable under the terms of any benefit plan), including outplacement services consistent with the Executive’s employment by reason of his disability or deathCompany's then existing practice for senior executives or, if there is no such then existing practice, consistent with the Company's past practice for senior executives.

Without Cause or With Good Reason. If the Company terminates the Executive’s employment without Cause (as defined below), or the Executive resigns for Good Reason (as defined below), then, provided that the Executive executes and delivers, and does note revoke, a general release of claims in a form reasonably satisfactory to is terminated by the Company (iother than for Cause or Disability) or if the Company Executive terminates his employment with Good Reason, the Employment Period shall pay an end as of the effective date of termination and the Executive shall be entitled to the following, within 10 business days following the date of termination or such earlier date as may be required by law: i. Base Salary earned but not paid prior to the date of the termination of his employment; ii. payment for all accrued but unused vacation time up to the date of the termination of the Executive’s employment; iii. payment for any bonus deferred for any year prior to the year in which occurs the date of the termination of the Executive’s employment; iv. any bonus payable pursuant to any bonus program, to the extent earned but not paid with respect to the year in which the Executive’s termination of employment occurs; v. [a lump sum amount equal to twelve months the product of the Executive’s Base Salary (at based on the rate Base Salary in effect at the time of termination), and (ii) the Company shall make payment of a prorated portion of the Performance Bonus to which the Executive would otherwise be entitled, if any, for the calendar year in which Executive’s employment with the Company terminates, pursuant to the payment schedule in the following sentence (collectively, the “Severance Payments”). Base Salary severance payments will be made in equal installments on the days regular payments are made to Company employees. The prorated portion of the Performance Bonus, if any, will be paid on the date that bonus payments are made to current Company employees, or on the regular payroll day that the Company makes the first Base Salary severance payment, whichever is later. Provided that the Executive properly elects COBRA continuation coverage, the Company will reimburse the Executive for the cost of the insurance premiums for such coverage. The Executive will be eligible to receive such reimbursement until the earliest of (i) the twelve-month anniversary termination of the Executive’s terminationemployment, (ii) and in the case of a termination of employment by the Executive for Good Reason due to a reduction in Base Salary under Paragraph 6.01(e)(iii), based on the Base Salary in effect immediately prior to such reduction), multiplied by a factor of 2.50;] vi. immediate vesting of and lapsing of restrictions on all unvested Stock Awards held by the Executive on the date of the termination of his employment; vii. immediate vesting of all Company stock options held by the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) on the date on which of the Executive becomes eligible termination of his employment, with all stock options remaining exercisable until their expiration pursuant to receive substantially similar coverage from another employerthe Stock Incentive Plan; viii. In additioncontinued participation, the Option grant shall provide that as if the Company terminates the Executive’s employment without Causehe were still an employee, or the Executive resigns for Good Reason, then the shares underlying the option grant that would otherwise (absent the termination) have vested in the 12 months following Company’s medical, dental, hospitalization and life insurance plans, programs and/or arrangements in which he was participating on the Executive’s date of the termination shall accelerate of his employment on the same terms and become fully-vested conditions as other executives under such plans, programs and/or arrangements until the earlier of [three] year[s] from the date of the Executive’s termination. In no event shall the Executive termination or the date, or dates, he receives equivalent coverage and benefits under the plans, programs and/or arrangements of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided, however, that should such continued coverage not be allowed under the Company’s plans, Company shall pay Executive a lump sum payment in an amount equal to the amount that the Company would have spent on Executive’s estate or beneficiaries premiums for the same period; and ix. such additional benefits as may be entitled to any provided by the then existing plans, programs and/or arrangements of the Company (other than any severance payments or benefits set forth in this Section 6.2 upon termination payable under the terms of any benefit plan), including outplacement services consistent with the ExecutiveCompany’s employment by reason of his disability or deaththen existing practice for senior executives or, if there is no such then existing practice, consistent with the Company’s past practice for senior executives.

Without Cause or With Good Reason. If during the Company terminates Employment Period the Executive’s employment is terminated by the Company without Cause (as defined below)or upon Executive’s resignation with Good Reason, or the Executive resigns for Good Reason (as defined below)shall be entitled to receive Executive’s Base Salary, then, provided that the Executive executes employee benefits and delivers, and does note revoke, a general release of claims in a form reasonably satisfactory any unused vacation payable pursuant to the Company Company’s standard vacation practice through the date of termination and, subject to Section 5(d) and Section 13, the following payments and benefits: (i) the Company shall pay an amount equal to twelve months of the Executive’s monthly Base Salary rate (at but not as an employee), paid monthly for a period of eighteen (18) months following such termination in accordance with the rate Company’s general payroll practices in effect at the from time of termination), and to time, (ii) subject to the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents), which, for a period of eighteen (18) months following Executive’s termination of employment (the “Severance Period”), will be subsidized by the Company (such that the Executive’s cost of such COBRA coverage will be the same as the Executive would have paid had the Executive remained an employee and an active participant in the group health plan); provided, that the Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that the provision of such payment would result in adverse tax consequences to the Executive under Section 105(h) of the Code or otherwise, the amount of such payment shall make payment be imputed to the Executive as taxable wages and reported on Form W-2. Notwithstanding the foregoing, in the event the Executive obtains other employment that offers group health benefits, such continuation of coverage by the Company under this Section 5(a)(ii) shall immediately cease. The Executive shall notify the Company upon becoming employed by a prorated subsequent employer during the Severance Period, and (iii) a pro rata portion of the Performance Annual Bonus to which Executive otherwise would have received in respect of the Executive would otherwise be entitled, if any, for the calendar fiscal year in which Executive’s employment with terminated had the Company terminatesExecutive remained continuously employed through the applicable payment date, based on actual performance and calculated by the Board in good faith, payable at the time the Annual Bonus would have otherwise been paid pursuant to the payment schedule in the following sentence Section 3(d) (collectively, the a “Severance PaymentsPro Rata Bonus”). Base Salary Executive shall be entitled to the foregoing severance payments will be made in equal installments on the days regular payments are made if and only if Executive has executed and delivered to Company employees. The prorated portion of the Performance Bonus, if any, will be paid on the date that bonus payments are made to current Company employees, or on the regular payroll day that the Company makes the first Base Salary severance payment, whichever is later. Provided that general release substantially in form and substance as set forth in Exhibit A (the Executive properly elects COBRA continuation coverage, the Company will reimburse the Executive for the cost of the insurance premiums for “General Release”) and such coverage. The Executive will be eligible to receive such reimbursement until the earliest of (i) the twelve-month anniversary of the Executive’s termination, (ii) the date the Executive release has become effective and is no longer eligible subject to receive COBRA continuation coverage; and revocation within sixty (iii60) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer. In addition, the Option grant shall provide that if the Company terminates the Executive’s employment without Cause, or the Executive resigns for Good Reason, then the shares underlying the option grant that would otherwise (absent the termination) have vested in the 12 months days following the Executive’s termination shall accelerate of employment, and become fully-vested only so long as Executive has not breached the provisions of the date General Release or breached the provisions of Section 7, Section 8, or Section 9 and only if Executive does not apply for unemployment compensation chargeable to the Executive’s terminationCompany or any Subsidiary during the Severance Period. In no event The Executive shall the Executive or the Executive’s estate or beneficiaries not be entitled to any of the payments other salary, compensation or benefits set forth in this Section 6.2 upon after termination of the Employment Period, except as otherwise specifically provided for under the Company’s employee benefit plans or as expressly required by applicable law. Notwithstanding any other provision of this Agreement, if following the termination of the Employment Period Executive is entitled to payments or other benefits under this Section 5 but the Company later determines Executive committed an act that constituted Cause (whether prior to or after such termination, which, for the avoidance of doubt, includes, without limitation, a breach of any the provisions of Section 7, Section 8, or Section 9 that occurs during the period during which any payments or other benefits under this Section 5 are being provided), then (i) Executive shall not be entitled to any payments or other benefits pursuant to this Section 5, (ii) any and all payments to be made by the Company or any Subsidiary and any and all benefits to be provided to Executive pursuant to this Section 5 shall cease and (iii) any such payments previously made to Executive shall be returned immediately to the Company by Executive’s employment by reason of his disability or death.

Without Cause or With Good Reason. If the Company terminates the Executive’s employment without Cause (as defined below), or the Executive resigns for Good Reason (as defined below), then, provided that the Executive executes and delivers, and does note revoke, a general release of claims in a form reasonably satisfactory to is terminated by the Company (other than for Cause or Disability) in accordance with the terms set forth in Paragraph 5.1.4 above, or if the Executive terminates his employment with Good Reason in accordance with the terms set forth in Paragraph 5.1.5 above (whether before or after a Change in Control, which for purposes of this Agreement shall be defined as set forth under the MasterCard Incorporated 2006 Long-Term Incentive Plan as it may be amended from time to time (“LTIP”)), the Term of Employment shall end as of the Date of Termination and the Executive shall be entitled to: (a) the following payments following the Date of Termination: (i) a lump sum payment within thirty (30) days following the Company shall pay an amount equal to twelve months Date of the Executive’s Termination of all Base Salary (at earned but not paid prior to the rate in effect at the time Date of termination), and Termination; (ii) a lump sum payment within thirty (30) days following the Company shall make payment Date of a prorated portion of the Performance Bonus Termination equal to which the Executive would otherwise be entitled, if any, for the calendar year in which Executive’s employment with the Company terminates, pursuant all accrued but unused vacation time up to the payment schedule in the following sentence (collectively, the “Severance Payments”). Base Salary severance payments will be made in equal installments on the days regular payments are made to Company employees. The prorated portion Date of the Performance Bonus, if any, will be paid on the date that bonus payments are made to current Company employees, or on the regular payroll day that the Company makes the first Base Salary severance payment, whichever is later. Provided that the Executive properly elects COBRA continuation coverage, the Company will reimburse the Executive for the cost of the insurance premiums for such coverage. The Executive will be eligible to receive such reimbursement until the earliest of (i) the twelve-month anniversary of the Executive’s termination, (ii) the date the Executive is no longer eligible to receive COBRA continuation coverageTermination; and (iii) a pro rata portion (based upon actually completed calendar months worked) of the date on annual incentive bonus payable for the year in which the Executive becomes eligible to receive substantially similar coverage from another employer. In addition, the Option grant shall provide that if the Company terminates the Executive’s termination of employment without Causeoccurs based on the actual performance of the Company for the applicable performance period as determined by the Compensation Committee and payable in accordance with the regular bonus pay practices of the Company, or as contemplated in accordance with the Executive resigns requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”); and to the extent not already paid, the annual incentive bonus for Good Reasonthe year immediately preceding the year in which the Executive’s Date of Termination occurs, then the shares underlying the option grant that would otherwise (absent the termination) have vested payable in the 12 months amount and at the time such bonus would have been paid had he remained employed; (b) severance pay (“Severance Pay”) payable on a schedule in accordance with the regular payroll practices of the Company, but no less frequently than monthly beginning on the day following the Date of Termination and ending December 31, 2010 (the “Severance Pay Period”) equal to the following: (i) continued Base Salary for the duration of the Severance Pay Period (calculated at the highest annual rate of Base Salary paid during the Term of Employment) and (ii) and payments for the duration of the Severance Pay Period in an amount equal to the Executive’s average annual incentive bonus ( such average calculated based upon the three years preceding the year in which the Date of Termination occurs) divided by the number of pay periods in a calendar year. Each such installment payment shall be deemed a separate payment for Section 409A of the Code. Notwithstanding the foregoing, to the extent any such installment payments constitute nonqualified deferred compensation under Section 409A of the Code, such installment payments of the Severance Pay shall commence no earlier than the first day of the seventh month following the Executive’s termination Date of Termination (or such earlier date as is permitted under Section 409A of the Code) (with the first such payment being a lump sum equal to the aggregate payments the Executive would have received during such six-month period if no such delay had been imposed) in accordance with Section 409A(a)(2)(B)(i) of the Code. In the event that the Executive dies prior to receipt of all Severance Pay due hereunder, any remaining Severance Pay due to the Executive under this Paragraph 5.2.5(b) shall accelerate and become fully-vested be paid to the Executive’s estate in a lump sum as of soon as practicable following the Executive’s death but in no event later than ninety (90) days following the date of the Executive’s termination. In no death; provided that, in accordance with the transition relief set forth in IRS Notice 2007-86, in the event shall that prior to January 1, 2009, (i) the Executive becomes entitled to Severance Pay pursuant to this Section 5.2.5(b) and (ii) the Executive’s death occurs, then any amounts of Severance Pay which become payable on or prior to December 31, 2008 shall be paid in accordance with the regular payroll practices of the Company, but no less frequently than monthly, and any remaining Severance Pay shall be paid to the Executive’s estate in a lump sum on January 2, 2009. (c) payment on the Executive’s behalf, for the monthly cost of the premiums for coverage under the Consolidated Omnibus Reconciliation Act of 1985, as amended (“COBRA”), for a period equivalent to the eighteen (18) month COBRA period (twenty-nine (29) month period, if the Executive is disabled under the Social Security Act within the first sixty (60) days of the continuation period) or beneficiaries the Severance Pay Period, whichever is shorter (the “Medical Benefits”), provided, however, such coverage shall not be provided if during such period the Executive is or becomes ineligible under the provisions of COBRA for continuing coverage; and provided, further, that if the Executive is eligible for Retiree Health Coverage under the MasterCard Retiree Health Plan, the Company shall pay the full cost of such Retiree Health or COBRA coverage, as applicable, during the Severance Pay Period and thereafter, retiree contribution levels provided under the provisions of the Retiree Health Plan shall apply; (d) outplacement services, to be provided by a firm selected by the Company, at a level generally made available to senior executives of the Company for the shorter of twenty-four (24) months following the Date of Termination or the period the Executive remains unemployed; (e) become fully and immediately vested in his SERP benefit, which shall be payable in accordance with the terms of the SERP; (f) be treated as if such termination were a “Retirement” as defined in the LTIP as in effect on the date hereof with respect to all awards granted to the Executive pursuant to the LTIP (or any successor plan) and outstanding at the time of such termination, without regard to whether such termination occurs before or after 6 months following the date of grant of the award and without regard to the ability of the “Committee” thereunder to alter such treatment; provided that if the Executive is entitled to more favorable treatment under the LTIP (or any successor plan) or any particular award agreement, such treatment shall apply; (g) a pro rata portion of the payments or Retention Payment, payable in accordance with and subject to the provisions of Paragraph 9.4; and (h) such other payments, perquisites, and/or benefits set forth in this Section 6.2 upon to which the Executive is expressly entitled following the termination of the Executive’s employment by reason the Company without Cause or by the Executive with Good Reason, as may be provided by the then existing agreements, plans, programs and/or arrangements of his disability or deaththe Company (other than any severance payments payable under the terms of any benefit plan, including, but not limited to, the MasterCard International Incorporated Severance Plan.

Without Cause or With Good Reason. If The Board may, by written notice to Executive, immediately terminate his employment at any time for a reason other than Cause (a termination “Without Cause”) and Executive may, by written notice to the Company terminates Board, immediately terminate this Agreement at any time within ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”). In the Executive’s employment event of termination under this Section 3(f) (other than a termination without Cause (as defined below), or the Executive resigns for Good Reason within two (as 2) years of a Change in Control (defined belowin Section 4(a)), thenin which event Section 4(c) shall apply), the Bank shall pay Executive: (1) all Accrued Compensation; (2) a severance payment equal to his base salary for the remaining term of the Agreement, paid periodically in accordance with the Bank’s customary payroll practices over the remaining term of the Agreement; and (3) directly, or by reimbursing the Executive for, the monthly premium for continuation coverage under the Bank’s health and dental insurance plans, to the same extent that such insurance is provided to persons currently employed by the Bank, provided that the Executive executes and delivers, and does note revoke, makes a general release timely election for such continuation coverage under the Consolidate Omnibus Budget Reconciliation Act of claims in a form reasonably satisfactory to the Company 1985 (i) the Company shall pay an amount equal to twelve months of the Executive’s Base Salary (at the rate in effect at the time of termination), and (ii) the Company shall make payment of a prorated portion of the Performance Bonus to which the Executive would otherwise be entitled, if any, for the calendar year in which Executive’s employment with the Company terminates, pursuant to the payment schedule in the following sentence (collectively, the “Severance PaymentsCOBRA”). Base Salary severance payments will The “qualifying event” under COBRA shall be made in equal installments deemed to have occurred on the days regular payments are made to Company employeestermination date. The prorated portion of Bank’s obligation under this paragraph shall end 18 months after the Performance Bonus, if any, will be paid on the termination date that bonus payments are made to current Company employees, or on the regular payroll day that the Company makes the first Base Salary severance payment, whichever is later. Provided that at such earlier date as the Executive properly elects COBRA continuation coverage, the Company will reimburse the Executive becomes eligible for the cost of the insurance premiums for such comparable coverage under another employer’s group coverage. The Executive will be eligible agrees to receive such reimbursement until notify the earliest Bank promptly and in writing of (i) any new employment and to make full disclosure to the twelve-month anniversary Bank of the Executive’s termination, (ii) the date the Executive is no longer eligible health and dental insurance coverage available to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employerhim through such new employment. In addition, Executive shall, for the Option grant shall provide that if remaining term of the Company terminates Agreement, receive the benefits he would have received during the remaining term of the Agreement under any retirement programs (whether tax-qualified or non-qualified) in which Executive participated prior to his termination (with the amount of the benefits determined by reference to the benefits received by Executive or accrued on Executive’s employment without Cause, or behalf under such programs during the Executive resigns for Good Reason, then the shares underlying the option grant that would otherwise twelve (absent the 12) months preceding his termination) have vested and continue to participate in the 12 months following the Executive’s termination shall accelerate and become fully-vested as any benefit plans of the date Bank that provide life insurance, upon terms no less favorable than the most favorable terms provided to employees of the Executive’s terminationBank during such period. In no the event shall that the Executive or the Executive’s estate or beneficiaries be entitled Bank is unable to any of the payments or benefits set forth in this Section 6.2 upon termination of the Executive’s employment provide such coverage by reason of his disability or deathExecutive no longer being an employee, the Bank shall provide Executive with comparable coverage on an individual policy basis.

Without Cause or With Good Reason. If during the Company terminates Employment Period the Executive’s employment is terminated by the Company without Cause or upon Executive’s resignation with Good Reason, Executive shall be entitled to receive Executive’s Base Salary, employee benefits and any unused vacation payable pursuant to the Company’s standard vacation practice through the date of termination and, subject to Section 5(d) and Section 13, the following payments and benefits: (i) an amount equal to (a) a prorated portion of Executive’s target Annual Bonus for the year in which the date of termination of employment occurs, calculated based on the number of days that have elapsed in the year prior to the termination date, assuming and only to the extent that such target Annual Bonus is accrued on the Company’s financial statements plus (b) 1.5 times the sum of (x) his Base Salary at the annualized rate in effect on the date of termination of employment and (y) his target Annual Bonus for the year in which the termination of employment occurs, paid in equal installments over the eighteen (18) months following the date of termination of employment in accordance with the Company’s general payroll practices in effect from time to time, (ii) subject to the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as defined belowamended (“COBRA”) continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents), or which, for a period of eighteen (18) months following Executive’s termination of employment (the “Severance Period”), will be subsidized by the Company (such that the Executive’s cost of such COBRA coverage will be the same as the Executive resigns for Good Reason (as defined belowwould have paid had the Executive remained an employee and an active participant in the group health plan); provided, then, provided that the Executive executes is eligible and deliversremains eligible for COBRA coverage; and provided, and does note revokefurther, a general release that in the event that the provision of claims such payment would result in a form reasonably satisfactory adverse tax consequences to the Executive under Section 105(h) of the Code or otherwise, the amount of such payment shall be imputed to the Executive as taxable wages and reported on Form W-2. Notwithstanding the foregoing, in the event the Executive obtains other employment that offers group health benefits, such continuation of coverage by the Company under this Section 5(a)(ii) shall immediately cease. The Executive shall notify the Company upon becoming employed by a subsequent employer during the Severance Period, and (iiii) the Company shall pay an amount equal to twelve months of (or reimburse the Executive’s Base Salary (at the rate in effect at the time of termination), and (ii) the Company shall make payment of a prorated portion of the Performance Bonus to which the Executive would otherwise be entitled, if any, for the calendar year in which Executive’s employment with the Company terminates, pursuant to the payment schedule in the following sentence (collectively, the “Severance Payments”). Base Salary severance payments will be made in equal installments on the days regular payments are made to Company employees. The prorated portion of the Performance Bonus, if any, will be paid on the date that bonus payments are made to current Company employees, or on the regular payroll day that the Company makes the first Base Salary severance payment, whichever is later. Provided that the Executive properly elects COBRA continuation coverage, the Company will reimburse outplacement services for the Executive for six (6) months from and after the cost date of the insurance premiums for such coverage. The Executive will be eligible to receive such reimbursement until the earliest termination of (i) the twelve-month anniversary of employment, by a firm selected by the Executive’s termination, in an amount not to exceed $40,000 in the aggregate. Executive shall be entitled to the foregoing severance payments if and only if Executive has executed and delivered to the Company the general release substantially in form and substance as set forth in Exhibit A (iithe “General Release”) the date the Executive and such release has become effective and is no longer eligible subject to receive COBRA continuation coverage; and revocation within sixty (iii60) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer. In addition, the Option grant shall provide that if the Company terminates the Executive’s employment without Cause, or the Executive resigns for Good Reason, then the shares underlying the option grant that would otherwise (absent the termination) have vested in the 12 months days following the Executive’s termination shall accelerate of employment, and become fully-vested only so long as Executive has not breached the provisions of the date General Release or breached the provisions of Section 7, Section 8, or Section 9 and only if Executive does not apply for unemployment compensation chargeable to the Executive’s terminationCompany or any Subsidiary during the Severance Period. In no event The Executive shall the Executive or the Executive’s estate or beneficiaries not be entitled to any of the payments other salary, compensation or benefits set forth in this Section 6.2 upon after termination of the Employment Period, except as otherwise specifically provided for under the Company’s employee benefit plans or as expressly required by applicable law. Notwithstanding any other provision of this Agreement, if following the termination of the Employment Period Executive is entitled to payments or other benefits under this Section 5 but the Company later determines Executive committed an act that constituted Cause (whether prior to or after such termination, which, for the avoidance of doubt, includes, without limitation, a breach of any the provisions of Section 7, Section 8, or Section 9 that occurs during the period during which any payments or other benefits under this Section 5 are being provided), then (i) Executive shall not be entitled to any payments or other benefits pursuant to this Section 5, (ii) any and all payments to be made by the Company or any Subsidiary and any and all benefits to be provided to Executive pursuant to this Section 5 shall cease and (iii) any such payments previously made to Executive shall be returned immediately to the Company by Executive’s employment by reason of his disability or death.

Without Cause or With Good Reason. If If, during the Company terminates the Employment Period, Executive’s 's employment without Cause (as defined below), or the Executive resigns for Good Reason (as defined below), then, provided that the Executive executes and delivers, and does note revoke, a general release of claims in a form reasonably satisfactory to the Company shall be terminated (i) by the Company Corporation without Cause, or (ii) by Executive for Good Reason, the Corporation shall pay an amount equal to twelve months the Executive or provide the following amounts and benefits, with respect to which Executive shall have no duty of mitigation: (A) to the extent not theretofore paid, the Corporation shall pay the Executive’s 's Base Salary (through the date of termination at the rate in effect on the date of termination plus any Bonus amounts which have been earned and become payable and any vacation pay for accrued but unused vacation through the date of termination in the calendar year which includes the date of termination (such amount to be paid in a lump sum within 10 days of such termination); (B) the Corporation shall continue to pay to the Executive the Base Salary in equal installments at the regular pay periods of the Corporation from the termination date through the end of the then applicable Employment Period as if the Executive had continued to be employed for the remainder of the then applicable Employment Period (the "Severance Period"); (C) the Corporation shall also pay to the Executive (i) his target bonus amount under the Bonus Plan (or 150% of Base Salary if such termination occurs in the First Fiscal Year) for the fiscal year which includes the date of termination or, if no target has been set with respect to Executive for such fiscal year, the target bonus amount for the immediately preceding fiscal year (in either case, based on Executive's target percentage of Base Salary established pursuant to the Bonus Plan) (the "Target Bonus") and (ii) his Target Bonus for each fiscal year that ends during the Severance Period; (D) the Corporation shall continue to provide welfare benefits to the Executive and his family during the Severance Period at least equal to those which would have been provided to them in accordance with the plans, programs and policies described in Section 3(e) in this Agreement if the Executive's employment had continued through the Severance Period. To the extent that such benefits are not permissible after termination of employment under the terms of the benefit plans of the Corporation then in effect, the Corporation shall pay to the Executive in a lump sum in cash within thirty (30) days after the date of termination an amount equal to the cost to the Executive of acquiring on a non-group basis those benefits lost to the Executive and the Executive's family as a result of the Executive's termination; and (E) all non-vested stock options held by the Executive shall immediately become fully vested and non-forfeitable; All payments and benefits to be provided to this Section 5(d) shall be subject to the Executive's (x) compliance with the restrictions of Sections 6 and 7 (a) herein and (y) execution of a general release and waiver of claims against the Corporation in the form to be determined by the Corporation at the time of termination), and (ii) . Anything herein to the Company shall make payment of a prorated portion of the Performance Bonus to which the Executive would otherwise be entitledcontrary notwithstanding, if any, for the calendar year in which Executive’s employment with the Company terminates, pursuant to the payment schedule in the following sentence (collectively, the “Severance Payments”). Base Salary severance payments will be made in equal installments on the days regular payments are made to Company employees. The prorated portion of the Performance Bonus, if any, will be paid on the date that bonus payments are made to current Company employees, or on the regular payroll day that the Company makes the first Base Salary severance payment, whichever is later. Provided that the Executive properly elects COBRA continuation coverage, the Company will reimburse the Executive for the cost of the insurance premiums for such coverage. The Executive will be eligible to receive such reimbursement until the earliest of (i) the twelve-month anniversary of the Executive’s termination, (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible entitled to receive substantially similar coverage from another employer. In additionpayments pursuant to Section 5(d) hereof, the Option grant shall provide that if the Company terminates the Executive’s employment without Cause, Executive agrees to waive payments under any severance plan or the Executive resigns for Good Reason, then the shares underlying the option grant that would otherwise (absent the termination) have vested in the 12 months following the Executive’s termination shall accelerate and become fully-vested as program of the date of the Executive’s termination. In no event shall the Executive or the Executive’s estate or beneficiaries be entitled to any of the payments or benefits set forth in this Section 6.2 upon termination of the Executive’s employment by reason of his disability or deathCorporation.

Without Cause or With Good Reason. If the (a) The Company terminates may terminate the Executive’s employment hereunder without Cause (as defined below), or at any time upon written notice to the Executive resigns and the Executive may terminate Executive’s employment for Good Reason (as defined below)) if Executive provides three (3) months prior written notice to the Company, then, provided that which notice period may be reduced by the Company upon receipt of such notice. If the Executive’s employment is terminated by the Company without Cause or by the Executive executes and deliverswith Good Reason during the Term, and does note revokethe Executive shall be entitled to receive the Accrued Rights, a general release of claims any Accrued Bonus and, subject to Section 6.5, the additional benefits provided in a form reasonably satisfactory this Section 6.3. (b) In addition to the Accrued Rights and any Accrued Bonus, if the Executive’s employment is terminated by the Company without Cause or Executive terminates Executive’s employment for Good Reason during the Term, subject to Section 6.5, 6.9 and 9: (i) the Company shall pay an amount equal The Executive will be entitled to twelve months of the continue to receive, as severance, Executive’s Base Salary (at the rate then in effect at the time of termination), and such termination for a period of twelve (ii12) months following the Company shall make payment date of a prorated portion of the Performance Bonus to which the Executive would otherwise be entitled, if any, for the calendar year in which Executive’s employment with the Company terminates, pursuant to the payment schedule in the following sentence termination (collectively, the “Severance PaymentsPeriod”). Base Salary severance Such payments will be made in equal installments over the Severance Period in accordance with the Payroll Policies, Section 9 hereof, and the terms of the Release, with the first such payment to occur on the days regular payments are made First Payment Date (which first payment will include any installments that would have been paid pursuant to Company employees. The prorated portion of the Performance BonusPayroll Policies prior to such First Payment Date). (ii) With respect to each outstanding equity award, if any, will be paid on the date that bonus payments are made to current Company employees, or on the regular payroll day that the Company makes the first Base Salary severance payment, whichever is later. Provided that the Executive properly elects COBRA continuation coverage, the Company will reimburse the Executive for the cost of the insurance premiums for such coverage. The Executive will shall be eligible to receive such reimbursement until the earliest vest in an additional number of Executive’s then outstanding equity awards equal to (iA) the twelveamount of the equity awards scheduled to vest on the next applicable vesting date, multiplied by (B) a fraction, the numerator of which is the number of days worked in the vesting period through the date of termination and the denominator of which is the total number of days in the vesting period ending with the next applicable vesting date. To the extent equity awards that are subject solely to time-month anniversary based vesting become vested pursuant to this paragraph, they shall vest immediately effective as the date of the Executive’s terminationtermination of employment. To the extent any equity awards that are subject to performance-based vesting become vested pursuant to this paragraph, (ii) they shall vest on the date next applicable vesting date, provided that such equity awards subject to performance-based vesting shall only vest to the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employerextent of actual performance. In addition, the Option grant shall provide that if the Company terminates the Executive’s employment without Cause, or post-termination exercise period for any vested stock options held by the Executive resigns for Good Reason, then the shares underlying the option grant that would otherwise (absent the termination) have vested in the 12 months following the Executive’s termination shall accelerate and become fully-vested as of the date of the Executive’s termination. In no event termination shall be extended through the Executive or earlier to occur of (A) the first anniversary of the Executive’s estate or beneficiaries date of termination and (B) the expiration date of such stock option. (iii) Subject to Section 6.5, the Executive will also be entitled during the Severance Period to any payment to the Executive of the payments Company’s portion of post-employment Company-sponsored health insurance premiums under COBRA (at the same levels and costs in effect on the date of termination (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars)) and subject to Executive’s valid election to continue healthcare coverage under COBRA, to the extent permissible under the Company’s health insurance plans, including, if permitted and still maintained by the Company and/or Benicomp (as may be amended, modified or benefits set forth in this Section 6.2 upon terminated by the Company from time to time), subject to applicable taxes and withholdings; provided, that if the Executive becomes covered by the health insurance policy of any subsequent employer during the Severance Period, the continuation of such health insurance coverage (including, without limitation, Benicomp) and premium payment by the Company shall cease. (c) Following a termination of the Executive’s employment by reason of his disability the Company without Cause or deathby the Executive for Good Reason, the Executive shall have no further rights to any compensation or any other benefits except as set forth in this Section 6.3.

Without Cause or With Good Reason. If the Company terminates the Executive’s 's employment without Cause (as defined below), or the Executive resigns for Good Reason (as defined below), then, provided that the Executive executes and delivers, and does note revoke, a general release of claims in a form reasonably satisfactory to the Company shall be terminated (i) by the Company Corporation without Cause, or (ii) by Executive with Good Reason, the Corporation shall pay an to Executive in a lump sum in cash within ten (10) days after the date of termination the aggregate of the following amounts: a. to the extent not theretofore paid, Executive's Base Salary through the date of termination plus any Bonus amounts which have become payable and any accrued vacation pay; b. Executive's Base Salary for the remainder of the Employment Period; c. five times the Highest Bonus; provided that, for this purpose, the Highest Bonus shall be calculated using only the Look-Back Bonus and the Target Bonus; and d. five times the sum of employer contributions paid or accrued on Executive's behalf to any qualified or nonqualified defined contribution retirement plans during the calendar year immediately preceding termination. In addition, upon a termination of Executive in accordance with this Section 7.D, the Corporation shall (i) pay Executive the Pro-Rata Bonus for the Fiscal Year in which the termination date occurs, to be paid to Executive in a lump sum in cash at the time Executive would have been entitled to receive his Bonus for such Fiscal Year, (ii) if the Actual Bonus for the Fiscal Year in which the termination date occurs, as calculated following the end of such Fiscal Year, exceeds the Highest Bonus as determined in accordance with clause c. immediately above, pay Executive five times the amount by which such Actual Bonus exceeds such Highest Bonus in a lump sum in cash at the time Executive would have been entitled to receive his Bonus for such Fiscal Year; (iii) continue to provide welfare benefits to Executive and his family for the remainder of the Employment Period at least equal to twelve months those which were being provided to them in accordance with Section 5.C at any time within the six-month period ending on the date of termination and (iv) credit Executive with five additional years of age and service under each qualified and nonqualified defined benefit pension plan of the Executive’s Base Salary (at the rate Corporation in effect which Executive participates at the time of termination), and (ii) ; provided that in the Company shall make payment case of a prorated portion qualified defined benefit pension plan, the present value of the Performance Bonus to which the additional benefit Executive would otherwise have accrued if he had been credited with such additional years of age and service (computed using the actuarial assumptions used for purposes of the most recent actuarial report in respect of such plan) will be entitledpaid in a lump sum in cash within thirty (30) days after the date of termination; further provided that, if anyin computing such additional benefit, Executive shall be deemed to earn compensation for such additional five-year period at the same rate as in the calendar year immediately preceding such termination. To the extent that the benefits provided for in clause (iii) are not permissible after termination of employment under the terms of the benefit plans of the Corporation then in effect, the Corporation shall pay to Executive in a lump sum in cash within thirty (30) days after the date of termination an amount equal to the after-tax cost to Executive of acquiring on a non-group basis, for the calendar year remainder of the Employment Period, those benefits lost to Executive and/or Executive's family as a result of Executive's termination. In addition, upon a termination of Executive in which Executive’s employment accordance with this Section 7.D (including for this purpose a termination at the Company terminates, end of the Employment Period following delivery by the Corporation to Executive of a notice not to extend the Employment Period pursuant to the payment schedule proviso in Section 1 hereof): e. all non-vested stock options, and any other non- vested stock or stock-based awards issued by the Corporation or any subsidiary of the Corporation, shall immediately become fully vested, non- forfeitable and exercisable; provided that, in the following sentence case of options or awards granted by TBHC, this clause e. shall be subject to any applicable Financing Limitation; and f. all Executive's stock options (collectivelyA) granted on or after February 24, 2000 by the “Severance Payments”). Base Salary severance payments will be made in equal installments Corporation or any of its subsidiaries, or (B) granted by the Corporation before February 24, 2000 (including those previously vested) if the exercise price thereof is greater than the closing price of the Corporation's common stock on the days regular payments are made to Company employees. The prorated portion of the Performance BonusNew York Stock Exchange on February 24, if any2000, will be paid on the date that bonus payments are made to current Company employees, or on the regular payroll day that the Company makes the first Base Salary severance payment, whichever is later. Provided that the Executive properly elects COBRA continuation coverage, the Company will reimburse the Executive for the cost of the insurance premiums for such coverage. The Executive will be eligible to receive such reimbursement shall remain exercisable until the earliest earlier of (i) the twelve-month anniversary of the Executive’s termination, one year following termination or (ii) the date the Executive is no longer eligible to receive COBRA continuation coveragetheir respective stated expiration dates; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer. In addition, the Option grant shall provide provided that if the Company terminates the Executive’s employment without Cause, or the Executive resigns for Good Reason, then the shares underlying the option grant that would otherwise (absent the termination) have vested in the 12 months following the Executive’s termination case of options or awards described in subclause (A) of this clause f. which are granted by TBHC, this clause f. shall accelerate and become fully-vested as of the date of the Executive’s termination. In no event shall the Executive or the Executive’s estate or beneficiaries be entitled subject to any of the payments or benefits set forth in this Section 6.2 upon termination of the Executive’s employment by reason of his disability or deathapplicable Financing Limitation.

Without Cause or With Good Reason. If the Company terminates the Subject to Section 10.9, if Executive’s employment shall be terminated (i) by the Corporation without Cause or (as defined below), or the ii) by Executive resigns for with Good Reason (as defined below), then, provided that the Executive executes and delivers, and does note revoke, a general release of claims in a form reasonably satisfactory to the Company Reason: (i) the Company Corporation shall pay an amount equal to twelve months Executive within 30 days of the date of termination of employment, to the extent not previously paid, Executive’s accrued Base Salary (at Salary, and accrued vacation pay, through the rate in effect at the time date of termination), and ; (ii) the Company Corporation shall make payment of pay to Executive, in a prorated portion lump sum in cash: (a) the amount of the Performance Annual Bonus and Additional Bonus, to the extent not previously paid, that would have been paid to Executive under this Agreement with respect to the period from the beginning of the fiscal year to the end of the fiscal quarter in which termination occurs if Executive had remained Chief Executive Officer of the Corporation through the end of such fiscal quarter, such amount to be paid at the same time that Executive would otherwise have received such payment if he had remained Chief Executive Officer of the Corporation, provided such amount shall be entitled, if any, for paid no later than 21/2 months after the end of the later of (i) the calendar year in which the date of termination occurs or (ii) the Corporation’s fiscal year in which the date of termination occurs; (b) if termination occurs prior to the last quarter of fiscal 2012, within 30 days after the date of termination, the amount of Base Salary and Annual Bonus that would have been paid to Executive under this Agreement if Executive had remained Chief Executive Officer of the Corporation from the date of termination to October 28, 2012 (such Annual Bonus to be calculated at the target level of 160% of Base Salary, to commence with the first fiscal quarter following the fiscal quarter in which termination occurs, and to assume a bonus factor of one under the ADI Bonus Plan); and (c) within 30 days after the date of termination, an additional amount equal to the sum of Executive’s employment then annual Base Salary and Target Annual Bonus. (iii) the Corporation shall provide to Executive the medical and dental benefits, available to Executive immediately prior to such termination until October 28, 2012, with the Company terminates, pursuant to Corporation paying the payment schedule in the following sentence (collectively, the “Severance Payments”). Base Salary severance payments will be made in equal installments on the days regular payments are made to Company employees. The prorated portion same percentage of the Performance Bonus, if any, will be paid on the date that bonus payments are made to current Company employees, or on the regular payroll day that the Company makes the first Base Salary severance payment, whichever is later. Provided that the Executive properly elects COBRA continuation coverage, the Company will reimburse the Executive for the cost of such benefits with respect to the insurance premiums for Executive as prior to such coverage. The termination, such payments to be made each calendar month, or if the Corporation determines it cannot reasonably provide such benefits until October 28, 2012, then it will make a lump sum payment to the Executive will be eligible within 60 days of the date of termination equal to receive such reimbursement until the earliest of (i) the twelve-month anniversary Corporation’s good faith estimate of the Executive’s termination, (ii) cost of obtaining such benefits for the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer. In addition, the Option grant shall provide that if the Company terminates the Executive’s employment without Cause, or the Executive resigns for Good Reason, then the shares underlying the option grant that would otherwise (absent the termination) have vested in the 12 months following the Executive’s termination shall accelerate and become fully-vested as portion of the period during which such benefits cannot be provided by the Corporation; and (iv) all unvested outstanding stock options to purchase, Common Stock then held by Executive shall become fully vested and exercisable in full and all unvested RSUs then held by Executive shall become fully vested and shall be converted into Common Stock on such date of the Executive’s termination. In no event shall the Executive or the Executive’s estate or beneficiaries be entitled to any of the payments or benefits set forth in this Section 6.2 upon termination of the Executive’s employment by reason of his disability or death.

Without Cause or With Good Reason. If during the Company terminates Employment Period the Executive’s employment is terminated by the Company without Cause (as defined below)or upon Executive’s resignation with Good Reason, or the Executive resigns for Good Reason (as defined below)shall be entitled to receive Executive’s Base Salary, then, provided that the Executive executes employee benefits and delivers, and does note revoke, a general release of claims in a form reasonably satisfactory any unused vacation payable pursuant to the Company Company’s standard vacation practice through the date of termination and, subject to Section 5(d) and Section 13, the following payments and benefits: (i) the Company shall pay an amount equal to twelve months of the Executive’s monthly Base Salary rate (at but not as an employee), paid monthly for a period of twelve (12) months following such termination in accordance with the rate Company’s general payroll practices in effect at the from time of termination), and to time, (ii) subject to the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents), which, for a period of twelve (12) months following Executive’s termination of employment (the “Severance Period”), will be subsidized by the Company (such that the Executive’s cost of such COBRA coverage will be the same as the Executive would have paid had the Executive remained an employee and an active participant in the group health plan); provided, that the Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that the provision of such payment would result in adverse tax consequences to the Executive under Section 105(h) of the Code or otherwise, the amount of such payment shall make payment be imputed to the Executive as taxable wages and reported on Form W-2. Notwithstanding the foregoing, in the event the Executive obtains other employment that offers group health benefits, such continuation of coverage by the Company under this Section 5(a)(ii) shall immediately cease. The Executive shall notify the Company upon becoming employed by a prorated subsequent employer during the Severance Period, and (iii) a pro rata portion of the Performance Annual Bonus to which Executive otherwise would have received in respect of the Executive would otherwise be entitled, if any, for the calendar fiscal year in which Executive’s employment with terminated had the Company terminatesExecutive remained continuously employed through the applicable payment date, based on actual performance and calculated by the Board in good faith, payable at the time the Annual Bonus would have otherwise been paid pursuant to the payment schedule in the following sentence Section 3(d) (collectively, the a “Severance PaymentsPro Rata Bonus”). Base Salary Executive shall be entitled to the foregoing severance payments will be made in equal installments on the days regular payments are made if and only if Executive has executed and delivered to Company employees. The prorated portion of the Performance Bonus, if any, will be paid on the date that bonus payments are made to current Company employees, or on the regular payroll day that the Company makes the first Base Salary severance payment, whichever is later. Provided that general release substantially in form and substance as set forth in Exhibit A (the Executive properly elects COBRA continuation coverage, the Company will reimburse the Executive for the cost of the insurance premiums for “General Release”) and such coverage. The Executive will be eligible to receive such reimbursement until the earliest of (i) the twelve-month anniversary of the Executive’s termination, (ii) the date the Executive release has become effective and is no longer eligible subject to receive COBRA continuation coverage; and revocation within sixty (iii60) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer. In addition, the Option grant shall provide that if the Company terminates the Executive’s employment without Cause, or the Executive resigns for Good Reason, then the shares underlying the option grant that would otherwise (absent the termination) have vested in the 12 months days following the Executive’s termination shall accelerate of employment, and become fully-vested only so long as Executive has not breached the provisions of the date General Release or breached the provisions of Section 7, Section 8, or Section 9 and only if Executive does not apply for unemployment compensation chargeable to the Executive’s terminationCompany or any Subsidiary during the Severance Period. In no event The Executive shall the Executive or the Executive’s estate or beneficiaries not be entitled to any of the payments other salary, compensation or benefits set forth in this Section 6.2 upon after termination of the Employment Period, except as otherwise specifically provided for under the Company’s employee benefit plans or as expressly required by applicable law. Notwithstanding any other provision of this Agreement, if following the termination of the Employment Period Executive is entitled to payments or other benefits under this Section 5 but the Company later determines Executive committed an act that constituted Cause (whether prior to or after such termination, which, for the avoidance of doubt, includes, without limitation, a breach of any the provisions of Section 7, Section 8, or Section 9 that occurs during the period during which any payments or other benefits under this Section 5 are being provided), then (i) Executive shall not be entitled to any payments or other benefits pursuant to this Section 5, (ii) any and all payments to be made by the Company or any Subsidiary and any and all benefits to be provided to Executive pursuant to this Section 5 shall cease and (iii) any such payments previously made to Executive shall be returned immediately to the Company by Executive’s employment by reason of his disability or death.

Without Cause or With Good Reason. If If, during the Company terminates the Employment Period, Executive’s 's employment without Cause (as defined below), or the Executive resigns for Good Reason (as defined below), then, provided that the Executive executes and delivers, and does note revoke, a general release of claims in a form reasonably satisfactory to the Company shall be terminated (i) by the Company without Cause, or (ii) by Executive for Good Reason, the Company shall pay an amount equal to twelve months the Executive in a lump sum in cash within ten (10) days after the date of termination (unless a delay is required pursuant to Section 14(b) below), the aggregate of the following amounts, with respect to which Executive shall have no duty of mitigation and the Company shall have no right of set-off: to the extent not theretofore paid, the Executive’s 's Base Salary (through the date of termination at the rate in effect at on the time date of termination plus any Bonus amounts which have become payable and any accrued vacation pay; a pro rata portion of Executive's Bonus for the Fiscal Year in which the date of termination occurs equal to the product of (1) the greater of (x) the average annual dollar bonus amount that was earned by the Executive under the Bonus Plan for the three completed Fiscal Years immediately prior to the date of termination), and or (iiy) Executive's Target bonus amount under the Company shall make payment Bonus Plan for the Fiscal Year which includes the date of a prorated portion of the Performance Bonus to which the Executive would otherwise be entitledtermination or, if anyno target has been set with respect to Executive for such Fiscal Year, the Target bonus amount for the calendar year immediately preceding Fiscal Year (in which either case, based on Executive’s employment with the Company terminates, 's target percentage of Base Salary established pursuant to the payment schedule Bonus Plan) (the greater of (x) and (y) being referred to as the "Target Bonus"), multiplied by (2) a fraction, the numerator of which is the number of days in the following sentence Fiscal Year in which the date of termination occurs through the date of termination and the denominator of which is three hundred sixty-five (collectively, 365); an amount equal to two (2) times the “Severance Payments”). Executive's Base Salary severance payments will be made and Target Bonus; an amount equal to twenty four (24) multiplied by the applicable monthly COBRA premium as in equal installments effect on the days regular payments are made to Company employees. The prorated portion of the Performance Bonus, if any, will be paid on the date that bonus payments are made to current Company employees, or on the regular payroll day that the Company makes the first Base Salary severance payment, whichever is later. Provided that the Executive properly elects COBRA continuation coverage, the Company will reimburse the Executive for the cost of the insurance premiums for such coverage. The Executive will be eligible to receive such reimbursement until the earliest of (i) the twelve-month anniversary of the Executive’s termination, (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer. In addition, the Option grant shall provide that if the Company terminates the Executive’s employment without Cause, or the Executive resigns for Good Reason, then the shares underlying the option grant that would otherwise (absent the termination) have vested in the 12 months following the Executive’s termination shall accelerate and become fully-vested as of the date of the Executive’s termination. In no event shall 's termination that the Executive would have to pay to continue the welfare benefits for which COBRA continuation rights are available for the Executive and, where applicable, his or the Executive’s estate or beneficiaries be entitled her family, with respect to any of the payments or benefits set forth those plans, programs and policies described in this Section 6.2 upon termination of the Executive’s employment by reason of his disability or death.5(d); and

Without Cause or With Good Reason. If the Executive's employment is terminated by the Company (other than for Cause or Disability) or if the Executive terminates his employment with Good Reason, the Employment Period shall end as of the effective date of termination and the Executive shall be entitled to the following, within 10 business days following the date of termination or such earlier date as may be required by law: (A) Base Salary earned but not paid prior to the date of the termination of his employment; (B) payment for all accrued but unused vacation time up to the date of the termination of the Executive’s 's employment; (C) the 1997 Incentive Bonus or any bonus payable pursuant to any Future Bonus Plan, to the extent earned but not paid with respect to any year prior to the year in which the Executive's termination of employment without Cause occurs; (as defined below)D) a lump sum amount equal to 1.5 times the sum of (x) the Base Salary (based on the Base Salary in effect on the date of the termination of the Executive's employment, or and in the case of a termination of employment by the Executive resigns for Good Reason (as defined belowdue to a reduction in Base Salary under Paragraph 6(a)(v)(C), then, provided that based on the Executive executes and delivers, and does note revoke, a general release of claims Base Salary in a form reasonably satisfactory effect immediately prior to the Company such reduction) plus (iy) the Company shall pay an amount equal to twelve months of target annual bonus under the Executive’s Base Salary (at 1997 Incentive Bonus Plan or any future bonus plan, as the rate in effect at the time of termination), and (ii) the Company shall make payment of a prorated portion of the Performance Bonus to which the Executive would otherwise be entitled, if anycase may be, for the calendar year in which Executive’s employment of termination; (E) immediate vesting of and lapsing of restrictions on all unvested Restricted Stock and any other shares of restricted Common Stock held by the Executive on the date of the termination of his employment; (F) immediate vesting of the Option and all other Company stock options held by the Executive on the date of the termination of his employment, with the Company terminates, all stock options remaining exercisable until their expiration pursuant to the payment schedule Stock Incentive Plan; (G) continued participation, as if he were still an employee, in the following sentence (collectivelyCompany's medical, the “Severance Payments”). Base Salary severance payments will be made dental, hospitalization and life insurance plans, programs and/or arrangements in equal installments on the days regular payments are made to Company employees. The prorated portion of the Performance Bonus, if any, will be paid which he was participating on the date that bonus payments are made to current Company employees, or of the termination of his employment on the regular payroll day that the Company makes the first Base Salary severance paymentsame terms and conditions as other executives under such plans, whichever is later. Provided that the Executive properly elects COBRA continuation coverage, the Company will reimburse the Executive for the cost of the insurance premiums for such coverage. The Executive will be eligible to receive such reimbursement programs and/or arrangements until the earliest earlier of (i) the twelve-month anniversary of the Executive’s termination, (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage eighteen months from another employer. In addition, the Option grant shall provide that if the Company terminates the Executive’s employment without Cause, or the Executive resigns for Good Reason, then the shares underlying the option grant that would otherwise (absent the termination) have vested in the 12 months following the Executive’s termination shall accelerate and become fully-vested as of the date of the Executive’s termination. In no event shall the Executive 's termination or the Executive’s estate date, or beneficiaries dates, he receives equivalent coverage and benefits under the plans, programs and/or arrangements of a subsequent employer (such coverage and benefits to be entitled to any determined on a coverage-by-coverage or benefit-by-benefit basis); and (H) such additional benefits as may be provided by the then existing plans, programs and/or arrangements of the Company (other than any severance payments or benefits set forth in this Section 6.2 upon termination payable under the terms of the Executive’s employment by reason of his disability or death.any benefit plan), including outplacement

Without Cause or With Good Reason. If the Company terminates the Executive’s employment without Cause (as defined below), or the Executive resigns for Good Reason (as defined below), then, provided that the Executive executes and delivers, and does note not revoke, a general release of claims in a customary form reasonably mutually satisfactory to the Company and Executive (the “Release”) (i) the Company shall pay an amount equal to twelve months two times the sum of (x) Base Salary, and (y) the target Performance Bonus, both as determined and in effect at the date of the Executive’s Base Salary termination, payable in a single lump sum within ten (at 10) business days after the rate in effect at expiration of the time “Revocation Period” (defined as the seven (7) day period following execution of termination), the Release and (ii) the Company shall make payment of a prorated portion of the Performance Bonus to which will pay the Executive would otherwise be entitled, if any, an amount equal to twelve multiplied by the difference between the monthly COBRA premium cost and the monthly contribution previously paid by the Executive as an active employee for the calendar year in which Executive’s employment with the Company terminates, pursuant same coverage prior to the payment schedule in the following sentence (collectively, the “Severance Payments”). Base Salary severance payments will be made in equal installments on the days regular payments are made to Company employees. The prorated portion of the Performance Bonus, if any, will be paid on the date that bonus payments are made to current Company employees, such termination or on the regular payroll day that the Company makes the first Base Salary severance payment, whichever is later. Provided that the Executive properly elects COBRA continuation coverage, the Company will reimburse the Executive for the cost of the insurance premiums for such coverage. The Executive will be eligible to receive such reimbursement until the earliest of (i) the twelve-month anniversary of the Executive’s termination, (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employerresignation. In addition, the Option grant award agreements issued in connection with the Inducement Equity Grant and any award agreements governing any other equity awards issued to the Executive after the date hereof shall provide that that, if the Company terminates the Executive’s employment without Cause, or the Executive resigns for Good Reason, then the shares underlying the option grant such equity awards that would otherwise (absent the termination) have vested in during the 12 months twenty-four (24) month period following the Executive’s termination shall accelerate and become fully-vested as of the date of the Executive’s termination. Executive’s equity award agreements will also provide that Executive shall have 12 months from the date of any such termination to exercise any remaining stock options held by Executive. Any other unvested equity awards will be forfeited upon any termination of employment. In no event shall the Executive or the Executive’s estate or beneficiaries be entitled to any of the payments or benefits set forth in this Section 6.2 upon termination of the Executive’s employment by reason of his disability or deathdeath other than the right to a pro rata Performance Bonus based on the number of months Executive was employed in the calendar year prior to such death or disability. 2. This Amendment is effective as of the date set forth above. This Amendment may be executed in multiple counterparts all of which together will constitute one instrument. This Amendment is made a part of the Original Agreement. Except as specifically amended by this Amendment, the Original Agreement will remain in full force and effect without addition, deletion or change.

Without Cause or With Good Reason. If the (a) The Company terminates may terminate the Executive’s employment hereunder without Cause (as defined below), or at any time upon written notice to the Executive resigns and the Executive may terminate Executive’s employment for Good Reason (as defined below)) if Executive provides three (3) months prior written notice to the Company, then, provided that which notice period may be reduced by the Company upon receipt of such notice. If the Executive’s employment is terminated by the Company without Cause or by the Executive executes and deliverswith Good Reason during the Term, and does note revokethe Executive shall be entitled to receive the Accrued Rights, a general release of claims any Accrued Bonus and, subject to Section 6.5, the additional benefits provided in a form reasonably satisfactory this Section 6.3. (b) In addition to the Accrued Rights and any Accrued Bonus, if the Executive’s employment is terminated by the Company without Cause or Executive terminates Executive’s employment for Good Reason during the Term, subject to Section 6.5, 6.9 and 9: (i) the Company shall pay an amount equal The Executive will be entitled to twelve months of the continue to receive as severance Executive’s Base Salary (at the rate then in effect at the time of termination), and such termination for a period of twelve (ii12) months following the Company shall make payment date of a prorated portion of the Performance Bonus to which the Executive would otherwise be entitled, if any, for the calendar year in which Executive’s employment with the Company terminates, pursuant to the payment schedule in the following sentence termination (collectively, the “Severance PaymentsPeriod”). Base Salary severance Such payments will be made in equal installments over the Severance Period in accordance with the Payroll Policies, Section 9 hereof, and the terms of the Release, with the first such payment to occur on the days regular payments are made First Payment Date (which first payment will include any installments that would have been paid pursuant to Company employees. The prorated portion of the Performance BonusPayroll Policies prior to such First Payment Date). (ii) With respect to each outstanding equity award, if any, will be paid on the date that bonus payments are made to current Company employees, or on the regular payroll day that the Company makes the first Base Salary severance payment, whichever is later. Provided that the Executive properly elects COBRA continuation coverage, the Company will reimburse the Executive for the cost of the insurance premiums for such coverage. The Executive will shall be eligible to receive such reimbursement until the earliest vest in an additional number of Executive’s then outstanding equity awards equal to (i) the twelveamount of the equity awards scheduled to vest on the next applicable vesting date, multiplied by (ii) a fraction, the numerator of which is the number of days worked in the vesting period through the date of termination and the denominator of which is the total number of days in the vesting period ending with the next applicable vesting date. To the extent equity awards that are subject solely to time-month anniversary based vesting become vested pursuant to this paragraph, they shall vest immediately effective as the date of the Executive’s terminationtermination of employment. To the extent any equity awards that are subject to performance-based vesting become vested pursuant to this paragraph, (ii) they shall vest on the date next applicable vesting date, provided that such equity awards subject to performance-based vesting shall only vest to the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employerextent of actual performance. In addition, the Option grant shall provide that if the Company terminates the Executive’s employment without Cause, or post-termination exercise period for any vested stock options held by the Executive resigns for Good Reason, then the shares underlying the option grant that would otherwise (absent the termination) have vested in the 12 months following the Executive’s termination shall accelerate and become fully-vested as of the date of the Executive’s termination. In no event termination shall be extended through the Executive or earlier to occur of (i) the first anniversary of the Executive’s estate or beneficiaries date of termination and (ii) the expiration date of such stock option. (iii) Subject to Section 6.5, the Executive will also be entitled during the Severance Period to any payment to the Executive of the payments Company’s portion of post-employment Company-sponsored health insurance premiums under COBRA (at the same levels and costs in effect on the date of termination (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars)) and subject to Executive’s valid election to continue healthcare coverage under COBRA, to the extent permissible under the Company’s health insurance plans, including, if permitted and still maintained by the Company and/or Benicomp, (as may be amended, modified or benefits set forth in this Section 6.2 upon terminated by the Company from time to time), subject to applicable taxes and withholdings; provided, that if the Executive becomes covered by the health insurance policy of any subsequent employer during the Severance Period, the continuation of such health insurance coverage (including, without limitation, Benicomp) and premium payment by the Company shall cease. (c) Following a termination of the Executive’s employment by reason of his disability the Company without Cause or deathby the Executive for Good Reason, the Executive shall have no further rights to any compensation or any other benefits except as set forth in this Section 6.3.

Without Cause or With Good Reason. If the Company terminates the Executive’s 's employment without Cause (as defined below), or the Executive resigns for Good Reason (as defined below), then, provided that the Executive executes and delivers, and does note revoke, a general release of claims in a form reasonably satisfactory to is terminated by the Company (iother than for Cause or Disability) in accordance with the Company terms set forth in Paragraph 5.1.4 above, or if the Executive terminates his employment with Good Reason in accordance with the terms set forth in Paragraph 5.1.5 above, the Term of Employment shall pay an amount equal end as of the effective date of termination and the Executive shall be eligible for the following as soon as practicable (unless otherwise provided herein) following the Executive's date of termination: (a) Base Salary earned but not paid prior to twelve months the date of the termination of his employment; (b) payment for all accrued but unused vacation time up to the date of the termination of the Executive’s Base Salary 's employment; (at the rate in effect at the time of termination), and c) a pro rata portion (iibased upon completed calendar months worked) the Company shall make payment of a prorated portion of the Performance Bonus to which the Executive would otherwise be entitled, if any, target annual incentive bonus payable for the calendar year in which the Executive’s 's termination of employment occurs and the prior year, if not already paid; (d) subject to the Executive's execution of Separation Agreement(s) and Release(s) of all claims related to the Executive's employment or the termination thereof, in the form annexed hereto, other than any modifications which may be required to effectuate such release(s) based upon any changes in law, additional pay, in the form of Base Salary continuation and annual payment of an amount equivalent to the average annual incentive bonus received by the Executive with respect to the prior two years of Executive's employment by the Company terminates(the "Average Bonus Payment"), pursuant to the payment payable on a schedule in the following sentence (collectively, the “Severance Payments”). Base Salary severance payments will be made in equal installments on the days regular payments are made to Company employees. The prorated portion of the Performance Bonus, if any, will be paid on the date that bonus payments are made to current Company employees, or on accordance with the regular payroll day that and annual incentive bonus pay practices of the Company makes the first (such Base Salary severance paymentcontinuation and annual Average Bonus Payment being collectively referred to herein as "Additional Pay") for, whichever and with respect to, a period of twenty-four (24) months following the Executive's date of termination (the "Additional Pay Period"). Notwithstanding the foregoing, in the event the Additional Pay Period would commence on a date within four years of the earliest date on which Executive is later. Provided that eligible for retirement under the Executive properly elects COBRA continuation coverageMasterCard Accumulation Plan ("MAP") or any successor plan thereto, the Company will reimburse shall, if requested to do so, in writing, by the Executive for the cost of the insurance premiums for such coverage. The Executive will be eligible at least five (5) business days prior to receive such reimbursement until the earliest of (i) the twelve-month anniversary of the Executive’s termination, (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which any Additional Pay shall become due and payable, recalculate the Executive becomes eligible to receive substantially similar coverage from another employer. In addition, the Option grant shall provide that if the Company terminates the Executive’s employment without Cause, or the Executive resigns for Good Reason, then the shares underlying the option grant that would otherwise (absent the termination) have vested in the 12 months following the Executive’s termination shall accelerate and become fully-vested as of the date of the Executive’s termination. In no event shall the Executive or the Executive’s estate or beneficiaries be entitled to any of the payments or benefits set forth in this Section 6.2 upon termination of the Executive’s employment by reason of his disability or death.Additional Pay payable during the

Without Cause or With Good Reason. If the (a) The Company terminates may terminate the Executive’s employment hereunder without Cause (as defined below), or at any time upon written notice to the Executive resigns and the Executive may terminate Executive’s employment for Good Reason (as defined below)) if Executive provides three (3) months prior written notice to the Company, then, provided that which notice period may be reduced by the Company upon receipt of such notice. If the Executive’s employment is terminated by the Company without Cause or by the Executive executes and deliverswith Good Reason during the Term, and does note revokethe Executive shall be entitled to receive the Accrued Rights, a general release of claims any Accrued Bonus and, subject to Section 6.5, the additional benefits provided in a form reasonably satisfactory this Section 6.3. (b) In addition to the Accrued Rights and any Accrued Bonus, if the Executive’s employment is terminated by the Company without Cause or Executive terminates Executive’s employment for Good Reason during the Term, subject to Section 6.5, 6.9 and 9: (i) the Company shall pay an amount equal The Executive will be entitled to twelve months of the continue to receive as severance Executive’s Base Salary (at the rate then in effect at the time of termination), and such termination for a period of twelve (ii12) months following the Company shall make payment date of a prorated portion of the Performance Bonus to which the Executive would otherwise be entitled, if any, for the calendar year in which Executive’s employment with the Company terminates, pursuant to the payment schedule in the following sentence termination (collectively, the “Severance PaymentsPeriod”). Base Salary severance Such payments will be made in equal installments over the Severance Period in accordance with the Payroll Policies, Section 9 hereof, and the terms of the Release, with the first such payment to occur on the days regular payments are made First Payment Date (which first payment will include any installments that would have been paid pursuant to Company employees. The prorated portion of the Performance BonusPayroll Policies prior to such First Payment Date). (ii) With respect to each outstanding equity award, if any, will be paid on the date that bonus payments are made to current Company employees, or on the regular payroll day that the Company makes the first Base Salary severance payment, whichever is later. Provided that the Executive properly elects COBRA continuation coverage, the Company will reimburse the Executive for the cost of the insurance premiums for such coverage. The Executive will shall be eligible to receive such reimbursement until the earliest vest in an additional number of Executive’s then outstanding equity awards equal to (i) the twelve-month anniversary amount of the Executive’s terminationequity awards scheduled to vest on the next applicable vesting date, (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer. In addition, the Option grant shall provide that if the Company terminates the Executive’s employment without Cause, or the Executive resigns for Good Reason, then the shares underlying the option grant that would otherwise (absent the termination) have vested in the 12 months following the Executive’s termination shall accelerate and become fully-vested as of the date of the Executive’s termination. In no event shall the Executive or the Executive’s estate or beneficiaries be entitled to any of the payments or benefits set forth in this Section 6.2 upon termination of the Executive’s employment by reason of his disability or death.multiplied by

Without Cause or With Good Reason. If the Company terminates the The Board may, by written notice to Executive’s , immediately terminate his employment without at any time for a reason other than Cause (a termination “Without Cause”) and Executive may, by written notice to the Board, immediately terminate this Agreement at any time within ninety (90) days following an event constituting “Good Reason,” as defined belowbelow (a termination “With Good Reason”), . In the event of termination under this Section 3(f) [other than a termination Without Cause or the Executive resigns for Good Reason within two (as 2) years of a Change in Control (defined belowin Section 4(a)), thenin which event Section 4(c) shall apply], the Bank shall pay Executive: (1) all Accrued Compensation; (2) a severance payment equal to his base salary for the remaining term of the Agreement, paid periodically in accordance with the Bank’s customary payroll practices over the remaining term of the Agreement; and (3) directly, or by reimbursing the Executive for, the monthly premium for continuation coverage under the Bank’s health and dental insurance plans, to the same extent that such insurance is provided to persons currently employed by the Bank, provided that the Executive executes and delivers, and does note revoke, makes a general release timely election for such continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of claims in a form reasonably satisfactory to the Company 1985 (i) the Company shall pay an amount equal to twelve months of the Executive’s Base Salary (at the rate in effect at the time of termination), and (ii) the Company shall make payment of a prorated portion of the Performance Bonus to which the Executive would otherwise be entitled, if any, for the calendar year in which Executive’s employment with the Company terminates, pursuant to the payment schedule in the following sentence (collectively, the “Severance PaymentsCOBRA”). Base Salary severance payments will The “qualifying event” under COBRA shall be made in equal installments deemed to have occurred on the days regular payments are made to Company employeestermination date. The prorated portion of Bank’s obligation under this paragraph shall end 18 months after the Performance Bonus, if any, will be paid on the termination date that bonus payments are made to current Company employees, or on the regular payroll day that the Company makes the first Base Salary severance payment, whichever is later. Provided that at such earlier date as the Executive properly elects COBRA continuation coverage, the Company will reimburse the Executive becomes eligible for the cost of the insurance premiums for such comparable coverage under another employer’s group coverage. The Executive will be eligible agrees to receive such reimbursement until notify the earliest Bank promptly and in writing of (i) any new employment and to make full disclosure to the twelve-month anniversary Bank of the Executive’s termination, (ii) the date the Executive is no longer eligible health and dental insurance coverage available to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employerhim through such new employment. In addition, Executive shall, for the Option grant shall provide that if remaining term of the Company terminates Agreement, receive the benefits he would have received during the remaining term of the Agreement under any retirement programs (whether tax-qualified or non-qualified) in which Executive participated prior to his termination (with the amount of the benefits determined by reference to the benefits received by Executive or accrued on Executive’s employment without Cause, or behalf under such programs during the Executive resigns for Good Reason, then the shares underlying the option grant that would otherwise twelve (absent the 12) months preceding his termination) have vested and continue to participate in the 12 months following the Executive’s termination shall accelerate and become fully-vested as any benefit plans of the date Bank that provide life insurance, upon terms no less favorable than the most favorable terms provided to employees of the Executive’s terminationBank during such period. In no the event shall that the Executive or the Executive’s estate or beneficiaries be entitled Bank is unable to any of the payments or benefits set forth in this Section 6.2 upon termination of the Executive’s employment provide such coverage by reason of his disability or deathExecutive no longer being an employee, the Bank shall provide Executive with comparable coverage on an individual policy basis.

Without Cause or With Good Reason. If the Company terminates the Executive’s 's employment without Cause (as defined below), or the Executive resigns for Good Reason (as defined below), then, provided that the Executive executes and delivers, and does note revoke, a general release of claims in a form reasonably satisfactory to the Company shall be terminated (i) by the Company Corporation without Cause, or (ii) by Executive with Good Reason, the Corporation shall pay an to Executive in a lump sum in cash within ten (10) days after the date of termination the aggregate of the following amounts: a. to the extent not theretofore paid, Executive's Base Salary through the date of termination plus any Bonus amounts which have become payable and any accrued vacation pay; b. Executive's Base Salary for the remainder of the Employment Period; c. five times the Highest Bonus; provided that, for this purpose, the Highest Bonus shall be calculated using only the Look-Back Bonus and the Target Bonus; and d. five times the sum of employer contributions paid or accrued on Executive's behalf to any qualified or nonqualified defined contribution retirement plans during the calendar year immediately preceding termination. In addition, upon a termination of Executive in accordance with this Section 7.D, the Corporation shall (i) pay Executive the Pro-Rata Bonus for the Fiscal Year in which the termination date occurs, to be paid to Executive in a lump sum in cash at the time Executive would have been entitled to receive his Bonus for such Fiscal Year, (ii) if the Actual Bonus for the Fiscal Year in which the termination date occurs, as calculated following the end of such Fiscal Year, exceeds the Highest Bonus as determined in accordance with clause c. immediately above, pay Executive five times the amount by which such Actual Bonus exceeds such Highest Bonus in a lump sum in cash at the time Executive would have been entitled to receive his Bonus for such Fiscal Year; (iii) continue to provide welfare benefits to Executive and his family for the remainder of the Employment Period at least equal to twelve months those which were being provided to them in accordance with Section 5.C at any time within the six-month period ending on the date of termination and (iv) credit Executive with five additional years of age and service under each qualified and nonqualified defined benefit pension plan of the Executive’s Base Salary (at the rate Corporation in effect which Executive participates at the time of termination), and (ii) ; provided that in the Company shall make payment case of a prorated portion qualified defined benefit pension plan, the present value of the Performance Bonus to which the additional benefit Executive would otherwise have accrued if he had been credited with such additional years of age and service (computed using the actuarial assumptions used for purposes of the most recent actuarial report in respect of such plan) will be entitledpaid in a lump sum in cash within thirty (30) days after the date of termination; further provided that, if anyin computing such additional benefit, Executive shall be deemed to earn compensation for such additional five- year period at the same rate as in the calendar year immediately preceding such termination. To the extent that the benefits provided for in clause (iii) are not permissible after termination of employment under the terms of the benefit plans of the Corporation then in effect, the Corporation shall pay to Executive in a lump sum in cash within thirty (30) days after the date of termination an amount equal to the after-tax cost to Executive of acquiring on a non-group basis, for the calendar year in which Executive’s employment with the Company terminates, pursuant to the payment schedule in the following sentence (collectively, the “Severance Payments”). Base Salary severance payments will be made in equal installments on the days regular payments are made to Company employees. The prorated portion remainder of the Performance BonusEmployment Period, if any, will be paid on the date that bonus payments are made those benefits lost to current Company employees, or on the regular payroll day that the Company makes the first Base Salary severance payment, whichever is later. Provided that the Executive properly elects COBRA continuation coverage, the Company will reimburse the Executive for the cost and/or Executive's family as a result of the insurance premiums for such coverage. The Executive will be eligible to receive such reimbursement until the earliest of (i) the twelve-month anniversary of the Executive’s 's termination, (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer. In addition, upon a termination of Executive in accordance with this Section 7.D (including for this purpose a termination at the Option grant end of the Employment Period following delivery by the Corporation to Executive of a notice not to extend the Employment Period pursuant to the proviso in Section 1 hereof): e. all non-vested stock options, and any other non- vested stock or stock-based awards issued by the Corporation or any subsidiary of the Corporation, shall provide that if the Company terminates the Executive’s employment without Causeimmediately become fully vested, or the Executive resigns for Good Reasonnon- forfeitable and exercisable; provided that, then the shares underlying the option grant that would otherwise (absent the termination) have vested in the 12 months following the Executive’s termination shall accelerate and become fully-vested as case of the date of the Executive’s termination. In no event shall the Executive options or the Executive’s estate or beneficiaries be entitled to any of the payments or benefits set forth in this Section 6.2 upon termination of the Executive’s employment awards granted by reason of his disability or death.TBHC, this

Without Cause or With Good Reason. If the Company terminates the Executive’s employment shall be terminated by the Company without Cause (as defined below), or by the Executive resigns for with Good Reason (as defined below)Reason, then, provided that the Executive executes shall be entitled to receive the following payments and delivers, and does note revoke, a general release of claims in a form reasonably satisfactory to the Company benefits: (i) to the Company shall pay extent not previously paid, the Accrued Amounts; (ii) an amount equal to twelve $1,925,000, payable in substantially equal monthly installments on the first day of each of the first 12 calendar months of following termination (subject to the Executive’s Base Salary continued compliance with the covenants contained in Section 6 during such payment period); (at iii) a pro-rated Corporate Bonus with respect to the rate Fiscal Year of termination determined by: (A) multiplying (w) $800,000 by (x) a fraction, the numerator of which is the number of days in effect such Fiscal Year that the Executive was employed by the Company and the denominator of which is 365, and (B) multiplying the product of (w) and (x) above by a fraction, the numerator of which is the size of the total WMG corporate bonus pool awarded with respect to such fiscal year and the denominator of which is the target WMG corporate bonus pool for such fiscal year. Such pro-rated Corporate Bonus shall be payable at the time annual bonuses are generally payable to the Company’s senior executives in respect of termination)such Fiscal Year; (iv) a pro-rated Projects Bonus with respect to the fiscal year of termination determined by: (A) multiplying (w) $300,000 by (x) a fraction, the numerator of which is the number of days in such Fiscal Year that the Executive was employed by the Company and the denominator of which is 365, and (iiB) applying such adjustment as the Company shall make payment Board or the Compensation Committee thereof determines in good faith is appropriate in light of a prorated portion of the Performance Bonus Executive’s performance in such fiscal year with respect to any special projects and/or transformational initiatives which have been assigned to the Executive would otherwise be entitled, if any, for by the calendar year in which Executive’s employment with the Company terminates, pursuant to the payment schedule in the following sentence CEO. (collectively, the “Severance Payments”). Base Salary severance payments will be made in equal installments on the days regular payments are made to Company employees. The prorated portion of the Performance Bonus, if any, will be paid on the date that bonus payments are made to current Company employees, or on the regular payroll day that the Company makes the first Base Salary severance payment, whichever is later. Provided that the Executive properly elects COBRA continuation coverage, the Company will reimburse the Executive for the cost of the insurance premiums for such coverage. v) The Executive will be eligible to receive such reimbursement until the earliest of (i) the twelve-month anniversary of and the Executive’s terminationspouse and dependents, as applicable, shall continue to participate in the Company’s group health and life insurance plans (ii) or be provided comparable medical and life insurance coverage), at Company expense, until the earlier of the first anniversary of such termination or the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar for coverage from under the group health or life insurance plan, as applicable, of another employer. In addition, the Option grant shall provide that if the Company terminates the Executive’s employment without Cause, or the Executive resigns for Good Reason, then the shares underlying the option grant that would otherwise (absent the termination) have vested in the 12 months following the Executive’s termination shall accelerate and become fully-vested as of the date of the Executive’s termination. In no event shall the Executive or the Executive’s estate or beneficiaries be entitled to any of the payments or benefits set forth in this Section 6.2 upon termination of the Executive’s employment by reason of his disability or death.

Without Cause or With Good Reason. If the Company terminates the Executive’s employment without Cause (as defined below), or the Executive resigns for Good Reason (as defined below), then, provided that the Executive executes and delivers, and does note revoke, a general release of claims in a form reasonably satisfactory to the Company shall be terminated (i) by the Company shall pay an amount equal to twelve months of the Executive’s Base Salary (at the rate in effect at the time of termination), and without Cause or (ii) the Company shall make payment of a prorated portion of the Performance Bonus to which by the Executive would otherwise be entitled, if any, for the calendar year in which Executive’s employment with the Company terminates, pursuant to the payment schedule in the following sentence (collectively, the “Severance Payments”). Base Salary severance payments will be made in equal installments on the days regular payments are made to Company employees. The prorated portion of the Performance Bonus, if any, will be paid on the date that bonus payments are made to current Company employees, or on the regular payroll day that the Company makes the first Base Salary severance payment, whichever is later. Provided that the Executive properly elects COBRA continuation coverageGood Reason, the Company will reimburse shall, within 15 days following the date of such termination of employment, provide to the Executive for the cost of the insurance premiums for such coverage. The Executive will be eligible to receive such reimbursement until the earliest of (i) the twelve-month anniversary of the Executive’s termination, (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive a mutual release agreement substantially similar coverage from another employer. In addition, the Option grant shall provide that if the Company terminates the Executive’s employment without Cause, or the Executive resigns for Good Reason, then the shares underlying the option grant that would otherwise (absent the termination) have vested in the 12 months form attached hereto as Exhibit C (the “Release”); provided that within 60 days following the Executive’s termination shall accelerate and become fully-vested as of the date of the Executive’s termination. In no event shall termination of employment the Executive executes and delivers to the Company the Release. The Company shall return a fully executed copy of the Release to the Executive within five (5) business days following the date that the Executive delivers an executed copy of the Release to the Company. Upon the execution of the Release by the parties, or if the Company fails to provide the Release and/or promptly return an executed copy of the Release within the time periods set forth above, the Executive shall be entitled to receive the following payments and benefits: (i) to the extent not previously paid, the Accrued Amounts; (ii) an amount equal to the sum of: (x) the Executive’s estate or beneficiaries be entitled to any Base Salary through the end of the payments or benefits set forth month in this Section 6.2 upon which such termination occurred, (y) the Executive’s Base Salary for 12 months and (z) the Target Annual Bonus for the Fiscal Year of such termination, with such aggregate sum of clauses (x), (y) and (z) above payable in 12 substantially equal monthly installments over the 12 month period following the termination date, with the first payment commencing within 75 days after the date of the Executive’s termination of employment (which first payment shall include payments in arrears for the period commencing on the termination date) and continuing thereafter on the first day of each subsequent calendar month (subject to the Executive’s continued compliance with the covenants contained in Section 6 during such payment period); (iii) a pro-rated Annual Bonus for the Fiscal Year of termination determined by reason multiplying (x) the actual Annual Bonus which the Executive would have earned in respect of his disability such Fiscal Year had he remained employed for the entire such Fiscal Year by (y) a fraction, the numerator of which is the number of days in such Fiscal Year that the Executive was employed by the Company and the denominator of which is 365, payable at the time bonuses are generally payable to the Company’s senior executives in respect of such Fiscal Year (but in no event later than would be required under Section 3(b) above); and (iv) The Executive and the Executive’s spouse and dependents, as applicable, shall continue to participate in the Company’s group health and life insurance plans (or deathbe provided comparable medical and life insurance coverage), at Company expense, until the earlier of the first anniversary of such termination or the date the Executive becomes eligible for coverage under the group health or life insurance plan, as applicable, of another employer.

Without Cause or With Good Reason. If If, during the Company terminates the Employment Period, Executive’s 's employment without Cause (as defined below), or the Executive resigns for Good Reason (as defined below), then, provided that the Executive executes and delivers, and does note revoke, a general release of claims in a form reasonably satisfactory to the Company shall be terminated (i) by the Company Corporation without Cause, or (ii) by Executive for Good Reason, the Corporation shall pay an amount equal to twelve months the Executive or provide the following amounts and benefits, with respect to which Executive shall have no duty of mitigation: (A) to the extent not theretofore paid, the Corporation shall pay the Executive’s 's Base Salary (through the date of termination at the rate in effect on the date of termination plus any Bonus amounts which have been earned and become payable and any vacation pay for accrued but unused vacation through the date of termination in the calendar year which includes the date of termination (such amount to be paid in a lump sum within 10 days of such termination); (B) the Corporation shall continue to pay to the Executive the Base Salary in equal installments at the regular pay periods of the Corporation from the termination date through the end of the then applicable Employment Period as if the Executive had continued to be employed for the remainder of the then applicable Employment Period (the "Severance Period"); (C) the Corporation shall also pay to the Executive (i) his target bonus amount under the Bonus Plan (or $100,000 if such termination occurs in the First Fiscal Year) for the fiscal year which includes the date of termination or, if no target has been set with respect to Executive for such fiscal year, the target bonus amount for the immediately preceding fiscal year (in either case, based on Executive's target percentage of Base Salary established pursuant to the Bonus Plan) (the "Target Bonus") and (ii) his Target Bonus for each fiscal year that ends during the Severance Period; (D) the Corporation shall continue to provide welfare benefits to the Executive and his family during the Severance Period at least equal to those which would have been provided to them in accordance with the plans, programs and policies described in Section 3(e) in this Agreement if the Executive's employment had continued through the Severance Period. To the extent that such benefits are not permissible after termination of employment under the terms of the benefit plans of the Corporation then in effect, the Corporation shall pay to the Executive in a lump sum in cash within thirty (30) days after the date of termination an amount equal to the cost to the Executive of acquiring on a non-group basis those benefits lost to the Executive and the Executive's family as a result of the Executive's termination; and (E) all non-vested stock options held by the Executive shall immediately become fully vested and exercisable; All payments and benefits to be provided to this Section 5(d) shall be subject to the Executive's (x) compliance with the restrictions of Sections 6 and 7 (a) herein and (y) execution of a general release and waiver of claims against the Corporation in the form to be determined by the Corporation at the time of termination), and (ii) . Anything herein to the Company shall make payment of a prorated portion of the Performance Bonus to which the Executive would otherwise be entitledcontrary notwithstanding, if any, for the calendar year in which Executive’s employment with the Company terminates, pursuant to the payment schedule in the following sentence (collectively, the “Severance Payments”). Base Salary severance payments will be made in equal installments on the days regular payments are made to Company employees. The prorated portion of the Performance Bonus, if any, will be paid on the date that bonus payments are made to current Company employees, or on the regular payroll day that the Company makes the first Base Salary severance payment, whichever is later. Provided that the Executive properly elects COBRA continuation coverage, the Company will reimburse the Executive for the cost of the insurance premiums for such coverage. The Executive will be eligible to receive such reimbursement until the earliest of (i) the twelve-month anniversary of the Executive’s termination, (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible entitled to receive substantially similar coverage from another employer. In additionpayments pursuant to Section 5(d) hereof, the Option grant shall provide that if the Company terminates the Executive’s employment without Cause, Executive agrees to waive payments under any severance plan or the Executive resigns for Good Reason, then the shares underlying the option grant that would otherwise (absent the termination) have vested in the 12 months following the Executive’s termination shall accelerate and become fully-vested as program of the date of the Executive’s termination. In no event shall the Executive or the Executive’s estate or beneficiaries be entitled to any of the payments or benefits set forth in this Section 6.2 upon termination of the Executive’s employment by reason of his disability or deathCorporation.

Without Cause or With Good Reason. If the (a) The Company terminates may terminate the Executive’s employment hereunder without Cause (as defined below), or at any time upon written notice to the Executive resigns and the Executive may terminate Executive’s employment for Good Reason (as defined below)) if Executive provides three (3) months prior written notice to the Company, then, provided that which notice period may be reduced by the Company upon receipt of such notice. If the Executive’s employment is terminated by the Company without Cause or by the Executive executes and deliverswith Good Reason during the Term, and does note revokethe Executive shall be entitled to receive the Accrued Rights, a general release of claims any Accrued Bonus and, subject to Section 6.5, the additional benefits provided in a form reasonably satisfactory this Section 6.3. (b) The Executive will be entitled to the Company (i) the Company shall pay an amount equal continue to twelve months of the receive as severance Executive’s Base Salary (at the rate then in effect at the time of termination), and such termination for a period of twenty-four (ii24) the Company shall make payment of a prorated portion of the Performance Bonus to which the Executive would otherwise be entitled, if any, for the calendar year in which Executive’s employment with the Company terminates, pursuant to the payment schedule in the following sentence months (collectively, the “Severance PaymentsPeriod”). Base Salary severance Such payments will be made in equal installments on over the days regular payments are made to Company employees. Severance Period in accordance with the Payroll Policies. (c) The prorated Executive shall receive a pro-rated portion of the Performance Bonusannual bonus payable for the year of termination under Section 5.2, if anybased upon the number of days in the year of termination through the date of termination relative to 365 and based on actual performance as determined by the Compensation Committee, will to be paid on at the date that bonus payments are made same time as other executives of the Company. (d) With respect to current Company employeeseach outstanding equity award, or on the regular payroll day that the Company makes the first Base Salary severance payment, whichever is later. Provided that the Executive properly elects COBRA continuation coverage, the Company will reimburse the Executive for the cost of the insurance premiums for such coverage. The Executive will shall be eligible to receive such reimbursement until the earliest vest in an additional number of her then outstanding equity awards equal to (i) the twelve-month anniversary amount of the Executive’s terminationequity awards scheduled to vest on the next applicable vesting date, multiplied by (ii) a fraction, the numerator of which is the number of days worked in the vesting period through the date of termination and the Executive denominator of which is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer. In addition, the Option grant shall provide that if the Company terminates the Executive’s employment without Cause, or the Executive resigns for Good Reason, then the shares underlying the option grant that would otherwise (absent the termination) have vested total number of days in the 12 months following vesting period ending with the Executive’s termination next applicable vesting date. To the extent equity awards that are subject solely to time-based vesting become vested pursuant to this Section 6.3(d), they shall accelerate and become fully-vested vest immediately effective as of the date of the Executive’s terminationtermination of employment. In no event To the extent PSUs and any other equity awards that are subject to performance-based vesting become vested pursuant to this Section 6.3(d), they shall vest on the next applicable vesting date, provided that such PSUs and other equity awards subject to performance-based vesting shall only vest to the extent of actual performance. (e) The Executive will also be entitled during the Severance Period to payment of the Company’s portion of post-employment Company-sponsored health insurance premiums under COBRA (at the same levels and costs in effect on the date of termination (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars)) and subject to Executive’s valid election to continue healthcare coverage under COBRA, to the extent permissible under the Company’s health insurance plans, including, if permitted and still maintained by the Company, Benicomp, (as may be amended, modified, or terminated by the Company from time to time), subject to applicable taxes and withholdings; provided, that if the Executive or becomes covered by the Executive’s estate or beneficiaries be entitled to health insurance policy of any subsequent employer during the Severance Period, the continuation of such health insurance coverage and premium payment by the payments or benefits set forth in this Section 6.2 upon termination of the Executive’s employment by reason of his disability or deathCompany shall cease.

Without Cause or With Good Reason. If the (i) The Company terminates may terminate the Executive’s employment hereunder without Cause (as defined below), or at any time upon written notice to the Executive resigns and the Executive may terminate Executive’s employment for Good Reason (as defined below) if Executive provides three (3) months prior written notice to the Company, which notice period may be reduced by the Company upon receipt of such notice. If the Executive’s employment is terminated by the Company without Cause or by the Executive with Good Reason during the Term, the Executive shall be entitled to receive the Accrued Rights, any Accrued Bonus and, subject to Section 6(e), then, the additional benefits provided that the in this Section 6(c). (ii) The Executive executes and delivers, and does note revoke, a general release of claims in a form reasonably satisfactory will be entitled to the Company (i) the Company shall pay an amount equal continue to twelve months of the receive as severance Executive’s Base Salary (at the rate then in effect at the time of termination), and such termination for a period of twenty-four (ii24) the Company shall make payment of a prorated portion of the Performance Bonus to which the Executive would otherwise be entitled, if any, for the calendar year in which Executive’s employment with the Company terminates, pursuant to the payment schedule in the following sentence months (collectively, the “Severance PaymentsPeriod”). Base Salary severance Such payments will be made in equal installments on over the days regular payments are made to Company employees. Severance Period in accordance with the Payroll Policies. (iii) The prorated Executive shall receive a pro-rated portion of the Performance Bonusannual bonus payable for the year of termination under Section 5(b), if anybased upon the number of days in the year of termination through the date of termination relative to 365 and based on actual performance as determined by the Compensation Committee, will to be paid on at the date that bonus payments are made same time as other executives of the Company. (iv) With respect to current Company employeeseach outstanding equity award, or on the regular payroll day that the Company makes the first Base Salary severance payment, whichever is later. Provided that the Executive properly elects COBRA continuation coverage, the Company will reimburse the Executive for the cost of the insurance premiums for such coverage. The Executive will shall be eligible to receive such reimbursement until the earliest vest in an additional number of Executive’s then outstanding equity awards equal to (i) the twelveamount of the equity awards scheduled to vest on the next applicable vesting date, multiplied by (ii) a fraction, the numerator of which is the number of days worked in the vesting period through the date of termination and the denominator of which is the total number of days in the vesting period ending with the next applicable vesting date. To the extent equity awards that are subject solely to time-month anniversary based vesting become vested pursuant to this Section 6(c)(iv), they shall vest immediately effective as the date of the Executive’s terminationtermination of employment. To the extent PSUs and any other equity awards that are subject to performance-based vesting become vested pursuant to this Section 6(c)(iv), (ii) they shall vest on the date next applicable vesting date, provided that such PSUs and other equity awards subject to performance-based vesting shall only vest to the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employerextent of actual performance. In addition, the Option grant shall provide that if the Company terminates the Executive’s employment without Cause, or post-termination exercise period for any vested stock options held by the Executive resigns for Good Reason, then the shares underlying the option grant that would otherwise (absent the termination) have vested in the 12 months following the Executive’s termination shall accelerate and become fully-vested as of the date of the Executive’s termination. In no event termination shall be extended through the Executive or earlier to occur of (i) the third anniversary of the Executive’s estate or beneficiaries date of termination and (ii) the expiration date of such stock option. (v) The Executive will also be entitled to any a lump sum cash payment of $72,000, subject to applicable taxes and withholdings, which amount may be used by the payments Executive to pay for health insurance premiums under COBRA or benefits set forth other continuation health care coverage, in this Section 6.2 upon the Executive’s sole discretion. (vi) Following a termination of the Executive’s employment by reason of his disability the Company without Cause, the Executive shall have no further rights to any compensation or deathany other benefits except as set forth in this Section 6(c).

Without Cause or With Good Reason. If If, during the Company terminates the Employment Period, Executive’s employment without Cause (as defined below), or the Executive resigns for Good Reason (as defined below), then, provided that the Executive executes and delivers, and does note revoke, a general release of claims in a form reasonably satisfactory to the Company shall be terminated (i) by the Company without Cause, or (ii) by Executive for Good Reason, the Company shall pay an amount equal to twelve months the Executive in a lump sum in cash within ten (10) days after the date of termination (unless a delay is required pursuant to Section 14(b) below), the aggregate of the following amounts, with respect to which Executive shall have no duty of mitigation and the Company shall have no right of set-off: (A) to the extent not theretofore paid, the Executive’s Base Salary (through the date of termination at the rate in effect at on the time date of termination plus any Bonus amounts which have become payable and any accrued vacation pay; (B) a pro rata portion of Executive’s Bonus for the Fiscal Year in which the date of termination occurs equal to the product of (1) the greater of (x) the average annual dollar bonus amount that was earned by the Executive under the Bonus Plan for the three completed Fiscal Years immediately prior to the date of termination), and or (iiy) Executive’s Target bonus amount under the Company shall make payment Bonus Plan for the Fiscal Year which includes the date of a prorated portion of the Performance Bonus to which the Executive would otherwise be entitledtermination or, if anyno target has been set with respect to Executive for such Fiscal Year, the Target bonus amount for the calendar year immediately preceding Fiscal Year (in which either case, based on Executive’s employment with the Company terminates, target percentage of Base Salary established pursuant to the payment schedule Bonus Plan) (the greater of (x) and (y) being referred to as the “Target Bonus”), multiplied by (2) a fraction, the numerator of which is the number of days in the following sentence Fiscal Year in which the date of termination occurs through the date of termination and the denominator of which is three hundred sixty-five (collectively, the “Severance Payments”365). ; (C) an amount equal to Executive’s Base Salary severance payments will be made in equal installments on and Target Bonus for the days regular payments are made to Company employees. The prorated portion remainder of the Performance Bonus, if any, will be paid on Employment Period; (D) an amount equal to the date that bonus payments are made to current Company employees, or on the regular payroll day that the Company makes the first Base Salary severance payment, whichever is later. Provided that the Executive properly elects COBRA continuation coverage, the Company will reimburse the Executive for the cost number of the insurance premiums for such coverage. The Executive will be eligible to receive such reimbursement until the earliest of (i) the twelve-month anniversary of the Executive’s termination, (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer. In addition, the Option grant shall provide that if the Company terminates the Executive’s employment without Cause, or the Executive resigns for Good Reason, then the shares underlying the option grant that would otherwise (absent the termination) have vested months remaining in the 12 months following Employment Period multiplied by the Executive’s termination shall accelerate and become fully-vested applicable monthly COBRA premium as of in effect on the date of the Executive’s termination that the Executive would have to pay to continue the welfare benefits for which COBRA continuation rights are available for the Executive and, where applicable, his or her family, with respect to those plans, programs and policies described in Section 5(d); (E) the present lump sum value of benefits which would have accrued for the benefit of Executive under the The Pep Boys — Manny, Moe & Xxxx Account Plan or The Pep Boys — Manny, Moe & Xxxx Legacy Plan, as applicable, (the “Retirement Plan”) which Executive was participating immediately prior to his termination date and had Executive remained employed for the remainder of the Employment Period after the date of termination and continued participating in such Retirement Plan, determined using the factors specified in the Retirement Plan for calculating lump sum distributions, and assuming that Executive would have continued for such period to earn the Base Salary at the date of termination and be paid the Target Bonus on each date during such Employment Period that the Bonus typically had been paid prior to the date of termination. In no event shall For purposes of clarity, this benefit is intended as a portion of the severance benefit payable to the Executive pursuant to this Section 7(e) and is not intended to be an additional benefit under the Retirement Plan. In addition, for purposed of calculating “Years of Service” under the applicable Retirement Plan, Executive shall receive credit for the period of time remaining in the Employment Period; and (F) an amount equal to the number of months remaining in the Employment Period multiplied by the applicable monthly premium or allowance as in effect on the date of the Executive’s estate termination that would have to be paid to continue the programs and benefits which are available for the Executive and, where applicable, his or beneficiaries be her family, with respect to those plans, programs and policies described in Sections 5 (c) and (d), other than those covered by clause (D) and (E) above. In addition, upon a termination of Executive in accordance with this Section 7(e), all non-vested stock options, and any other non-vested stock or stock-based awards held by Executive, shall immediately become fully vested, non-forfeitable and exercisable. Notwithstanding anything herein to the contrary, in the event that Executive is entitled to any the amounts set forth above as a result of a termination of Executive’s employment prior to a Change of Control and Executive reasonably demonstrates pursuant to Section 1(a) that such termination was at the payments direction of a third party or benefits in connection with the Change of Control, the Executive shall receive the amounts set forth in this Section 6.2 upon termination 7(e), less any severance compensation paid to Executive in connection with such termination, within ten (10) days following the Change of Control; provided however, that if these amounts are deemed to constitute deferred compensation subject to the requirements of Section 409A of the Executive’s Code, such amounts shall be paid to the Executive as follows: (i) if the Change of Control qualifies as a permissible distribution event within the meaning of Section 409A(a)(2)(A)(v) of the Code, it will be paid within ten (10) days following the Change of Control, unless payment is required to be delayed pursuant to Section 14(b) below in which case it will be paid at the end of the period described in Section 14(b) if such date is later than the ten (10) day period following the Change of Control, or (ii) if the Change of Control does not qualify as a permissible distribution event within the meaning of Section 409A(a)(2)(A)(v) of the Code, it will be payable in a single sum on the first business day of the month immediately following the six (6) month anniversary of the date Executive terminated employment by reason of his disability or deathwith the Company.

Without Cause or With Good Reason. If the Executive's employment is terminated by the Company (other than for Cause or Disability) or if the Executive terminates his employment with Good Reason, the Employment Period shall end as of the effective date of termination and the Executive shall be entitled to the following, within 10 business days following the date of termination or such earlier date as may be required by law: (A) Base Salary earned but not paid prior to the date of the termination of his employment; (B) payment for all accrued but unused vacation time up to the date of the termination of the Executive’s 's employment; (C) the 1997 Incentive Bonus (or any discretionary additional bonus for 1997) or any bonus payable pursuant to any Future Bonus Plans, to the extent earned but not paid with respect to any year prior to the year in which the Executive's termination of employment without Cause occurs; (as defined below)D) a lump sum amount equal to two times the sum of (x) the Base Salary (based on the Base Salary in effect on the date of the termination of the Executive's employment, or and in the case of a termination of employment by the Executive resigns for Good Reason (as defined belowdue to a reduction in Base Salary under Paragraph 6(a)(v)(C), then, provided that based on the Executive executes and delivers, and does note revoke, a general release of claims Base Salary in a form reasonably satisfactory effect immediately prior to the Company such reduction) plus (iy) the Company shall pay an amount equal to twelve months of target annual bonus under the Executive’s Base Salary (at 1997 Incentive Bonus Plan or any Future Bonus Plan, as the rate in effect at the time of termination), and (ii) the Company shall make payment of a prorated portion of the Performance Bonus to which the Executive would otherwise be entitled, if anycase may be, for the calendar year in which Executive’s employment of termination; (E) immediate vesting of and lapsing of restrictions on all unvested Restricted Stock and any other shares of restricted Common Stock held by the Executive on the date of the termination of his employment; (F) immediate vesting of the Option and all other Company stock options held by the Executive on the date of the termination of his employment, with the Company terminates, all stock options remaining exercisable until their expiration pursuant to the payment schedule Stock Incentive Plan; (G) continued participation, as if he were still an employee, in the following sentence (collectivelyCompany's medical, the “Severance Payments”). Base Salary severance payments will be made dental, hospitalization and life insurance plans, programs and/or arrangements in equal installments on the days regular payments are made to Company employees. The prorated portion of the Performance Bonus, if any, will be paid which he was participating on the date that bonus payments are made to current Company employees, or of the termination of his employment on the regular payroll day that the Company makes the first Base Salary severance paymentsame terms and conditions as other executives under such plans, whichever is later. Provided that the Executive properly elects COBRA continuation coverage, the Company will reimburse the Executive for the cost of the insurance premiums for such coverage. The Executive will be eligible to receive such reimbursement programs and/or arrangements until the earliest earlier of (i) the twelve-month anniversary of the Executive’s termination, (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage two years from another employer. In addition, the Option grant shall provide that if the Company terminates the Executive’s employment without Cause, or the Executive resigns for Good Reason, then the shares underlying the option grant that would otherwise (absent the termination) have vested in the 12 months following the Executive’s termination shall accelerate and become fully-vested as of the date of the Executive’s termination. In no event shall the Executive 's termination or the Executive’s estate date, or beneficiaries dates, he receives equivalent coverage and benefits under the plans, programs and/or arrangements of a subsequent employer (such coverage and benefits to be entitled to any determined on a coverage-by-coverage or benefit-by-benefit basis); and (H) such additional benefits as may be provided by the then existing plans, programs and/or arrangements of the Company (other than any severance payments or benefits set forth in this Section 6.2 upon termination payable under the terms of the Executive’s employment by reason of his disability or deathany benefit plan).

Without Cause or With Good Reason. If the (a) The Company terminates may terminate the Executive’s employment hereunder without Cause (as defined below), or at any time upon written notice to the Executive resigns and the Executive may terminate Executive’s employment for Good Reason (as defined below)) if Executive provides three (3) months prior written notice to the Company, then, provided that which notice period may be reduced by the Company upon receipt of such notice. If the Executive’s employment is terminated by the Company without Cause or by the Executive executes and deliverswith Good Reason during the Term, and does note revokethe Executive shall be entitled to receive the Accrued Rights, a general release of claims any Accrued Bonus and, subject to Section 6.6, the additional benefits provided in a form reasonably satisfactory this Section 6.3. (b) The Executive will be entitled to the Company (i) the Company shall pay an amount equal continue to twelve months of the receive as severance Executive’s Base Salary (at the rate in effect at the time of termination)through March 31, and (ii) the Company shall make payment of a prorated portion of the Performance Bonus to which the Executive would otherwise be entitled, if any, for the calendar year in which Executive’s employment with the Company terminates, pursuant to the payment schedule in the following sentence (collectively, the “Severance Payments”)2023. Base Salary severance Such payments will be made in equal installments on until March 31, 2023 in accordance with the days regular payments are made to Company employees. Payroll Policies. (c) The prorated Executive will receive a pro-rated portion of the Performance Bonusannual bonus payable for the year of termination under Section 5.2, if anybased upon the number of days in the year of termination through the date of termination relative to 365 and based on actual performance as determined by the Compensation Committee, will to be paid on at the same time as other executives of the Company; provided, that if the date that bonus payments are made to current Company employees, or on the regular payroll day that the Company makes the first Base Salary severance payment, whichever is later. Provided that the Executive properly elects COBRA continuation coverageof termination occurs in calendar year 2022, the Company will reimburse the Executive for the cost of the insurance premiums for such coverage. annual bonus shall not be pro-rated. (d) The Executive will be eligible continue to receive such reimbursement until vest in any outstanding equity that is scheduled to vest on or prior to the earliest of (i) the twelveone-month year anniversary of the Executive’s termination, (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer. In addition, the Option grant shall provide that if the Company terminates the Executive’s employment without Cause, or the Executive resigns for Good Reason, then the shares underlying the option grant that would otherwise (absent the termination) have vested in the 12 months following the Executive’s termination shall accelerate and become fully-vested as of the date of termination (without any requirement of continued service), provided, that PSUs shall only vest to the extent of actual performance. (e) The Executive will also be entitled through March 31, 2023 to payment of the Company’s portion of post-employment Company-sponsored health insurance premiums under COBRA (at the same levels and costs in effect on the date of termination (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars)) and subject to Executive’s termination. In no event shall valid election to continue healthcare coverage under Consolidated Omnibus Budget Reconciliation Act (“COBRA”), to the extent permissible under the Company’s health insurance plans, subject to applicable taxes and withholdings; provided, that if the Executive or becomes covered by the Executive’s estate or beneficiaries be entitled to health insurance policy of any subsequent employer during the Severance Period, the continuation of such health insurance coverage and premium payment by the payments or benefits set forth in this Section 6.2 upon Company shall cease. (d) Following a termination of the Executive’s employment by reason of his disability the Company without Cause, the Executive shall have no further rights to any compensation or deathany other benefits except as set forth in this Section 6.3.

Without Cause or With Good Reason. If the Company terminates the Executive’s 's employment without Cause (as defined below), or the Executive resigns for Good Reason (as defined below), then, provided that the Executive executes and delivers, and does note revoke, a general release of claims in a form reasonably satisfactory to is terminated by the Company (iother than for Cause or Disability) in accordance with the Company terms set forth in Paragraph 5(a)(iv) above, or if the Executive terminates his employment with Good Reason in accordance with the terms set forth in Paragraph 5(a)(v) above, the Term of Employment shall pay an amount equal end as of the effective date of termination and the Executive shall be entitled to twelve months the following as soon as practicable (unless otherwise provided herein) following the Executive's date of termination: (A) Base Salary earned but not paid prior to the date of the termination of his employment; (B) payment for all accrued but unused vacation time up to the date of the termination of the Executive’s Base Salary 's employment; (at the rate in effect at the time of termination), and C) a pro rata portion (iibased upon completed calendar months worked) the Company shall make payment of a prorated portion of the Performance Bonus to which the Executive would otherwise be entitled, if any, target annual incentive bonus payable for the calendar year in which the Executive’s 's termination of employment occurs; (D) subject to the Executive's execution of Separation Agreement(s) and Release(s) of all claims related to the Executive's employment or the termination thereof, in the form annexed hereto, other than any modifications which may be required to effectuate such release(s) based upon any changes in law, additional pay, in the form of Base Salary continuation and payment of an amount equivalent to the average annual incentive bonus received by the Executive with respect to the prior three years of Executive's employment by the Company terminates(the "Average Bonus Payment"), pursuant to the payment payable on a schedule in the following sentence (collectively, the “Severance Payments”). Base Salary severance payments will be made in equal installments on the days regular payments are made to Company employees. The prorated portion of the Performance Bonus, if any, will be paid on the date that bonus payments are made to current Company employees, or on accordance with the regular payroll day that and annual incentive bonus pay practices of the Company makes the first (such Base Salary severance paymentcontinuation and Average Bonus Payment being collectively referred to herein as "Additional Pay") for, whichever is later. Provided that the Executive properly elects COBRA continuation coverageand with respect to, the Company will reimburse the Executive for the cost a period of the insurance premiums for such coverage. The Executive will be eligible to receive such reimbursement until the earliest of thirty-six (i36) the twelve-month anniversary of months following the Executive’s termination's date of termination (the "Additional Pay Period"). Notwithstanding the foregoing, (ii) in the date event the Executive is no longer eligible Additional Pay Period would otherwise terminate prior to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible attains the age of fifty-five (55), the Company shall recalculate the Additional Pay payable during the Additional Pay Period and pay to receive substantially similar coverage from another employerthe Executive as an employee on the Company's payroll, on an approved leave of absence (which shall not be deemed to be full-time employment), an amount equal to the Additional Pay payable to the Executive during the Additional Pay Period, divided into equal installments, payable in accordance with the Company's regular payroll practices, beginning with the first payroll period of such Additional Pay Period and ending with the first payroll period after the date the Executive attains the age of fifty-five (55) (the "Recalculated Additional Pay Period"). In additionall events, Additional Pay shall be paid to the Option grant Executive for that portion of the Additional Pay Period prior to the date the Executive attains the age of fifty-five (55) as an employee on the Company's payroll on an approved leave of absence. At the conclusion of the Executive's approved leave of absence the Executive's employment shall provide terminate and the Executive or, if applicable, an authorized representative of the Executive's estate, shall execute a Separation Agreement and Release in substantially the same form as the Separation Agreement and Release executed by the Executive at the commencement of the Additional Pay Period or Recalculated Additional Pay Period, as applicable, covering the period of the Executive's approved leave of absence. In the event the Executive is placed on an approved leave of absence, all references to termination of employment in Paragraph 5(b)(v)(A-H) shall mean termination of full-time employment. The Executive agrees to make himself available to consult with the Company during the approved leave of absence period, at reasonable times and with reasonable notice as may be requested by the Company from time to time. In the event that the Executive dies prior to receipt of all Additional Pay due hereunder, any remaining Additional Pay due to the Executive under this Paragraph 5(b)(v)(D) shall be paid to the Executive's estate; (E) subject to the Executive's execution of Separation Agreement(s) and Release(s), as set forth in Paragraph D, above, payment on the Executive's behalf, for the monthly cost of the premiums for coverage under the Consolidated Omnibus Reconciliation Act of 1985, as amended ("COBRA"), for a period equivalent to the Additional Pay Period (as may be reduced by the Executive in accordance with the terms of Paragraph 6(e), below) or eighteen (18) months (twenty-nine (29) months if the Company terminates Executive is now disabled or determined to be disabled under the Executive’s employment without Cause, or Social Security Act within the Executive resigns for Good Reason, then first sixty (60) days of the shares underlying the option grant that would otherwise (absent the terminationcontinuation period) have vested in the 12 months following the Executive’s termination shall accelerate and become fully-vested as of the date of the Executive’s termination. In no event shall the Executive or the Executive’s estate or beneficiaries be entitled to any of the payments or benefits set forth in this Section 6.2 upon termination of the Executive’s 's employment, whichever is shorter; provided, however, such coverage shall not be provided if during such period the Executive is or becomes ineligible under the provisions of COBRA for continuing coverage or the Executive becomes eligible for medical coverage under Paragraph 5(b)(v)(H) below or any Company retirement plan. The Executive agrees that in consideration of the payment of cost of COBRA coverage to execute all necessary documentation acknowledging proper COBRA Notice and coverage; (F) subject to the Executive's execution of Separation Agreement(s) and Release(s) as set forth in Paragraph D, above, outplacement services, to be provided by a firm selected by the Company, at a level generally made available to senior executives of the Company for the shorter of the Additional Pay Period or the period he remains unemployed; (G) subject to the Executive's execution of Separation Agreement(s) and Release(s), as set forth in Paragraph D, above and subject to amendment of the SERP, which the Company hereby agrees to amend in accordance with the terms of this Paragraph G, Executive shall (i) become fully vested in his SERP benefit upon the termination of Executive's employment without Cause or with Good Reason as defined herein, and (ii) if Executive has not yet attained the age of fifty-five (55), receive additional benefits under the SERP or, at the Company's option, the Annuity Bonus Plan, to increase Executive's SERP or Annuity Bonus Plan benefit, as applicable, by the amount of benefits which Executive would have accrued under the Company tax-qualified pension and savings plan until the Executive attained the age of fifty-five (55) had he been eligible to participate in such plans; provided, however, no such SERP benefit shall be payable until the Executive attains the age of sixty (60) or as otherwise provided by the SERP, prior to its amendment in accordance with this Paragraph G; (H) participation in the Company's health plan, life insurance plan, individual disability benefit plan, EIP (for vesting purposes only, without further award or contribution), VAP (for vesting purposes only, without further award or contribution) and Special Awards Plan (for vesting purposes only, without further award or contribution) for the duration of any approved leave of absence then granted to the Executive and following such leave of absence, Executive shall, upon retirement, be fully vested in all EIP, VAP and Special Awards Plan grants previously made; provided, that the Executive waives in writing any and all rights to future participation and accrual of benefits under any qualified employee pension benefit plan of the Company as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended, and any Group Disability Plans; and (I) such other benefits to which the Executive is expressly entitled following the termination of the Executive's employment by reason the Company without Cause or by the Executive with Good Reason, upon the termination of his disability or death.the Executive's approved leave of absence, as may be provided by the then existing plans, programs and/or arrangements of the Company (other than any severance payments payable under the terms of any benefit plan, including, but not limited to, the MasterCard International Incorporated Severance Plan);

Without Cause or With Good Reason. If the Company terminates the Executive suffers a Separation of Service pursuant to Section 11(c) above by reason of WRC terminating Executive’s employment without Cause (as defined below)Cause, in connection with a Change of Control, on or before the date that is one year after the occurrence of a Change of Control or, if later, the date of expiration of the Term of this Agreement, or the Executive resigns terminating his employment for Good Reason (as defined below)in connection with the occurrence of a Change of Control during the Term of this Agreement under Section 2(g)(iv) above, then, provided that the Executive executes and delivers, and does note revoke, a general release of claims in a form reasonably satisfactory to shall receive the Company following: (i) any unpaid Base Salary through the Company shall pay an Date of Termination; (ii) the amount equal of any Annual Bonus to twelve months which the Executive is entitled to receive as of the ExecutiveDate of Termination pursuant to Section 7(b) above; (iii) two year’s Base Salary (at the rate in effect at the time Date of termination), Termination; and (iiiv) any amounts due pursuant to the Company shall make payment terms of a prorated portion any applicable welfare or employee benefit plan of the Performance Bonus to WRC in which the Executive would otherwise be entitledparticipated as of the Date of Termination. Notwithstanding the foregoing sentence, if any, for the calendar year in which Executive’s employment with the Company terminates, Executive suffers a Separation of Service pursuant to the payment schedule in the following sentence (collectively, the “Severance Payments”). Base Salary severance payments will be made in equal installments on the days regular payments are made to Company employees. The prorated portion Section 11(c) above by reason of the Performance Bonus, if any, will be paid on the date that bonus payments are made to current Company employees, or on the regular payroll day that the Company makes the first Base Salary severance payment, whichever is later. Provided that the Executive properly elects COBRA continuation coverage, the Company will reimburse the Executive for the cost of the insurance premiums for such coverage. The Executive will be eligible to receive such reimbursement until the earliest of (i) the twelve-month anniversary of the Executive’s termination, (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer. In addition, the Option grant shall provide that if the Company terminates the WRC terminating Executive’s employment without CauseCause other than in connection with a Change of Control, or the Executive resigns terminating his employment for Good ReasonReason other than in connection with the occurrence of a Change of Control during the Term of this Agreement under Section 2(g)(iv) above, then the shares underlying Executive shall receive (x) any unpaid Base Salary through the option grant that would otherwise Date of Termination; (absent y) one year’s Base Salary at the termination) have vested rate in the 12 months following the Executive’s termination shall accelerate and become fully-vested effect as of the date Date of Termination; and (z) any amounts due pursuant to the terms of any applicable welfare or employee benefit plan of WRC in which the Executive participated as of the Executive’s terminationDate of Termination. In no event The foregoing amounts shall be paid by WRC to the Executive in a lump sum in cash within 60 days after the Date of Termination or the Executive’s estate or beneficiaries be entitled to any of the payments or benefits set forth in this Section 6.2 upon termination of the Executive’s employment earlier as required by reason of his disability or deathapplicable law.

Without Cause or With Good Reason. If the (i) The Company terminates may terminate the Executive’s employment hereunder without Cause (as defined below), or at any time upon written notice to the Executive resigns and the Executive may terminate Executive’s employment for Good Reason (as defined below) if Executive provides three (3) months prior written notice to the Company, which notice period may be reduced by the Company upon receipt of such notice. If the Executive’s employment is terminated by the Company without Cause or by the Executive with Good Reason during the Term, the Executive shall be entitled to receive the Accrued Rights, any Accrued Bonus and, subject to Section 6(e), then, the additional benefits provided that the in this Section 6(c). US-DOCS\138465731.17 US-DOCS\138465731.17 (ii) The Executive executes and delivers, and does note revoke, a general release of claims in a form reasonably satisfactory will be entitled to the Company (i) the Company shall pay an amount equal continue to twelve months of the receive as severance Executive’s Base Salary (at the rate then in effect at the time of termination), and such termination for a period of twenty-four (ii24) the Company shall make payment of a prorated portion of the Performance Bonus to which the Executive would otherwise be entitled, if any, for the calendar year in which Executive’s employment with the Company terminates, pursuant to the payment schedule in the following sentence months (collectively, the “Severance PaymentsPeriod”). Base Salary severance Such payments will be made in equal installments on over the days regular payments are made to Company employees. Severance Period in accordance with the Payroll Policies. (iii) The prorated Executive shall receive a pro-rated portion of the Performance Bonusannual bonus payable for the year of termination under Section 5(b), if anybased upon the number of days in the year of termination through the date of termination relative to 365 and based on actual performance as determined by the Compensation Committee, will to be paid on at the date that bonus payments are made same time as other executives of the Company. (iv) With respect to current Company employeeseach outstanding equity award, or on the regular payroll day that the Company makes the first Base Salary severance payment, whichever is later. Provided that the Executive properly elects COBRA continuation coverage, the Company will reimburse the Executive for the cost of the insurance premiums for such coverage. The Executive will shall be eligible to receive such reimbursement until the earliest vest in an additional number of Executive’s then outstanding equity awards equal to (i) the twelveamount of the equity awards scheduled to vest on the next applicable vesting date, multiplied by (ii) a fraction, the numerator of which is the number of days worked in the vesting period through the date of termination and the denominator of which is the total number of days in the vesting period ending with the next applicable vesting date. To the extent equity awards that are subject solely to time-month anniversary based vesting become vested pursuant to this Section 6(c)(iv), they shall vest immediately effective as the date of the Executive’s terminationtermination of employment. To the extent PSUs and any other equity awards that are subject to performance-based vesting become vested pursuant to this Section 6(c)(iv), (ii) they shall vest on the date next applicable vesting date, provided that such PSUs and other equity awards subject to performance-based vesting shall only vest to the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employerextent of actual performance. In addition, the Option grant shall provide that if the Company terminates the Executive’s employment without Cause, or post-termination exercise period for any vested stock options held by the Executive resigns for Good Reason, then the shares underlying the option grant that would otherwise (absent the termination) have vested in the 12 months following the Executive’s termination shall accelerate and become fully-vested as of the date of the Executive’s termination. In no event termination shall be extended through the Executive or earlier to occur of (i) the third anniversary of the Executive’s estate or beneficiaries date of termination and (ii) the expiration date of such stock option. (v) The Executive will also be entitled to any a lump sum cash payment of $72,000, subject to applicable taxes and withholdings, which amount may be used by the payments Executive to pay for health insurance premiums under COBRA or benefits set forth other continuation health care coverage, in this Section 6.2 upon the Executive’s sole discretion. (vi) Following a termination of the Executive’s employment by reason of his disability the Company without Cause, the Executive shall have no further rights to any compensation or deathany other benefits except as set forth in this Section 6(c).

Without Cause or With Good Reason. If If, during the Company terminates the Employment Period, Executive’s 's employment without Cause (as defined below), or the Executive resigns for Good Reason (as defined below), then, provided that the Executive executes and delivers, and does note revoke, a general release of claims in a form reasonably satisfactory to the Company shall be terminated (i) by the Company Corporation without Cause, or (ii) by Executive for Good Reason, the Corporation shall pay an amount equal to twelve months the Executive in a lump sum in cash within ten (10) days after the date of termination the aggregate of the following amounts, with respect to which Executive shall have no duty of mitigation and the Corporation shall have no right of set-off: (A) to the extent not theretofore paid, the Executive’s 's Base Salary (through the date of termination at the rate in effect at on the time date of termination plus any Bonus amounts which have become payable and any accrued vacation pay; (B) a pro rata portion of Executive's Bonus for the Fiscal Year in which the date of termination occurs equal to the product of (1) the greater of (x) the average annual dollar bonus amount that was earned by the Executive under the Bonus Plan for the three completed Fiscal Years immediately prior to the date of termination), and or (iiy) Executive's Target bonus amount under the Company shall make payment Bonus Plan for the Fiscal Year which includes the date of a prorated portion of the Performance Bonus to which the Executive would otherwise be entitledtermination or, if anyno target has been set with respect to Executive for such Fiscal Year, the Target bonus amount for the calendar year immediately preceding Fiscal Year (in which either case, based on Executive’s employment with the Company terminates, 's target percentage of Base Salary established pursuant to the payment schedule Bonus Plan) (the greater of (x) and (y) being referred to as the "Target Bonus"), multiplied by (2) a fraction, the numerator of which is the number of days in the following sentence Fiscal Year in which the date of termination occurs through the date of termination and the denominator of which is three hundred sixty- five (collectively, the “Severance Payments”365). ; (C) an amount equal to Executive's Base Salary severance payments will be made in equal installments on and Target Bonus for the days regular payments are made to Company employees. The prorated portion remainder of the Performance BonusEmployment Period; and (D) the present lump sum value of benefits which would have accrued under the Pension Plan and the Retirement Plan had Executive remained employed through the date of termination and for the remainder of the Employment Period (and Executive's entire Supplemental Plan benefit, including such lump sum, shall be computed by applying early retirement factors and subsidies as if anyExecutive was the age he would be, will and had accrued the years of service he would have accrued, at the end of such Employment Period), determined using the factors specified in the Pension Plan for calculating lump sum distributions, and assuming that Executive would have continued for such period to earn the Base Salary at the date of termination and be paid the Target Bonus on each date during such Employment Period that the Bonus typically had been paid prior to the date that bonus payments are made to current Company employees, or on the regular payroll day that the Company makes the first Base Salary severance payment, whichever is later. Provided that the Executive properly elects COBRA continuation coverage, the Company will reimburse the Executive for the cost of the insurance premiums for such coverage. The Executive will be eligible to receive such reimbursement until the earliest of (i) the twelve-month anniversary of the Executive’s termination, (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer. In addition, upon a termination of Executive in accordance with this Section 7(e), the Option grant Corporation shall continue to provide that welfare benefits to the Executive and his or her family during the remainder of the Employment Period at least equal to those which would have been provided to them in accordance with the plans, programs and policies described in Section 5(d) hereof if the Company terminates Executive's employment had continued through the Executive’s Employment Period. To the extent that the provision of such welfare benefits is not permissible after termination of employment without Causeunder the terms of the benefit plans of the Corporation then in effect, or the Corporation shall pay to the Executive resigns for Good Reason, then the shares underlying the option grant that would otherwise in a lump sum in cash within thirty (absent the termination30) have vested in the 12 months following the Executive’s termination shall accelerate and become fully-vested as of days after the date of termination an amount equal to the cost to the Executive of acquiring on a non-group basis those benefits lost to the Executive and/or the Executive’s 's family as a result of the Executive's termination. In no event shall the addition, upon a termination of Executive or the Executive’s estate or beneficiaries be entitled to any of the payments or benefits set forth in accordance with this Section 6.2 upon termination of the 7(e), all non-vested stock options, and any other non-vested stock or stock-based awards held by Executive’s employment by reason of his disability or death, shall immediately become fully vested, non-forfeitable and exercisable.

Without Cause or With Good Reason. If the Executive's employment is terminated by the Company (other than for Cause or Disability) or if the Executive terminates his employment with Good Reason, the Employment Period shall end as of the effective date of termination and the Executive shall be entitled to the following, within 10 business days following the date of termination or such earlier date as may be required by law: (A) Base Salary earned but not paid prior to the date of the termination of his employment; (B) payment for all accrued but unused vacation time up to the date of the termination of the Executive’s 's employment; (C) the 1997 Incentive Bonus or any bonus payable pursuant to any Future Bonus Plan, to the extent earned but not paid with respect to any year prior to the year in which the Executive's termination of employment without Cause occurs; (as defined below)D) a lump sum amount equal to one times the sum of (x) the Base Salary (based on the Base Salary in effect on the date of the termination of the Executive's employment, or and in the case of a termination of employment by the Executive resigns for Good Reason (as defined belowdue to a reduction in Base Salary under Paragraph 6(a)(v)(C), then, provided that based on the Executive executes and delivers, and does note revoke, a general release of claims Base Salary in a form reasonably satisfactory effect immediately prior to the Company such reduction) plus (iy) the Company shall pay an amount equal to twelve months of target annual bonus under the Executive’s Base Salary (at 1997 Incentive Bonus Plan or any Future Bonus Plan, as the rate in effect at the time of termination), and (ii) the Company shall make payment of a prorated portion of the Performance Bonus to which the Executive would otherwise be entitled, if anycase may be, for the calendar year in which Executive’s employment of termination; (E) immediate vesting of and lapsing of restrictions on all unvested Restricted Stock and any other shares of restricted Common Stock held by the Executive on the date of the termination of his employment; (F) immediate vesting of the Option and all other Company stock options held by the Executive on the date of the termination of his employment, with the Company terminates, all stock options remaining exercisable until their expiration pursuant to the payment schedule Stock Incentive Plan; (G) continued participation, as if he were still an employee, in the following sentence (collectivelyCompany's medical, the “Severance Payments”). Base Salary severance payments will be made dental, hospitalization and life insurance plans, programs and/or arrangements in equal installments on the days regular payments are made to Company employees. The prorated portion of the Performance Bonus, if any, will be paid which he was participating on the date that bonus payments are made to current Company employees, or of the termination of his employment on the regular payroll day that the Company makes the first Base Salary severance paymentsame terms and conditions as other executives under such plans, whichever is later. Provided that the Executive properly elects COBRA continuation coverage, the Company will reimburse the Executive for the cost of the insurance premiums for such coverage. The Executive will be eligible to receive such reimbursement programs and/or arrangements until the earliest earlier of (i) the twelve-month anniversary of the Executive’s termination, (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage one year from another employer. In addition, the Option grant shall provide that if the Company terminates the Executive’s employment without Cause, or the Executive resigns for Good Reason, then the shares underlying the option grant that would otherwise (absent the termination) have vested in the 12 months following the Executive’s termination shall accelerate and become fully-vested as of the date of the Executive’s termination. In no event shall the Executive 's termination or the Executive’s estate date, or beneficiaries dates, he receives equivalent coverage and benefits under the plans, programs and/or arrangements of a subsequent employer (such coverage and benefits to be entitled to any determined on a coverage-by-coverage or benefit-by-benefit basis); and (H) such additional benefits as may be provided by the then existing plans, programs and/or arrangements of the Company (other than any severance payments or benefits set forth in this Section 6.2 upon termination payable under the terms of any benefit plan), including outplacement services consistent with the Executive’s employment by reason of his disability or deathCompany's then existing practice for senior executives or, if there is no such then existing practice, consistent with the Company's past practice for senior executives.

Without Cause or With Good Reason. If the Company terminates the Executive’s employment without Cause (as defined below), or the Executive resigns for Good Reason (as defined below), then, provided that the Executive executes and delivers, and does note revoke, a general release of claims in a form reasonably satisfactory to is terminated by the Company (iother than for Cause or Disability) or if the Company Executive terminates his employment with Good Reason, the Employment Period shall pay end as of the effective date of termination and the Executive shall be entitled to the following, within ten (10) business days following the date of termination or such earlier date as may be required by law (except as provided otherwise in this Paragraph (d): i. Base Salary earned but not paid prior to the date of the termination of his employment; ii. payment for all accrued but unused vacation time up to the date of the termination of the Executive’s employment; iii. payment of any unpaid bonus earned and deferred or elected to be deferred by the Executive or the Company, unless the Executive is a ‘specified employee’ (within the meaning of Section 409A of the Code and pursuant to the methodology adopted by the Company) as of his termination of employment, in which case such amount shall be paid within ten (10) days following the end of the six (6) month period that begins on the date of the Executive’s termination of employment; iv. any bonus payable pursuant to any bonus program, to the extent already earned but not paid with respect to the year in which the Executive’s termination of employment occurs; v. an amount equal to twelve months the product of the Executive’s Base Salary (at based on the rate Base Salary in effect on the date of the termination of the Executive’s employment, and in the case of a termination of employment by the Executive for Good Reason due to a reduction in Base Salary under Paragraph 6.01(d)(iv), based on the Base Salary in effect immediately prior to such reduction), multiplied by a factor of 2.50, payable in accordance with the regular payroll practices of the Company in equal installments over two and one-half years, unless Executive is a ‘specified employee’ (within the meaning of Section 409A of the Code and pursuant to the methodology adopted by the Company) as of his termination of employment, in which case such amount shall commence to be paid within 60 days following the end of the six (6) month period that begins on the date of the Executive’s termination of employment; vi. immediate vesting of and lapsing of restrictions on all unvested Stock Awards, if any, held by the Executive on the date of the termination of his employment, with all Stock Awards remaining exercisable until their expiration pursuant to the Stock Incentive Plan; vii. continued participation, as if he were an employee, in the Company’s medical, dental, hospitalization and life insurance plans, programs and/or arrangements in which he was participating on the date of the termination of his employment on the same terms and conditions as other executives under such plans, programs and/or arrangements until the earlier of two (2) years; the date or dates, he receives substantially equivalent coverage and benefits under the plans, programs and/or arrangements of a subsequent employer or the date or dates on which such plans are terminated; provided, however, that should such continued coverage not be allowed under the Company’s plans, Company shall pay the Executive a lump sum payment, less contributions, if any, in an amount equal to the amount that the Company would have spent on Executive’s premiums, if any, for the same period (based upon premium rates in effect at the time of termination), and with such payment made within ten (ii10) the Company shall make payment of a prorated portion of the Performance Bonus to which the Executive would otherwise be entitled, if any, for the calendar year in which Executive’s employment with the Company terminates, pursuant to the payment schedule in the following sentence (collectively, the “Severance Payments”). Base Salary severance payments will be made in equal installments on the days regular payments are made to Company employees. The prorated portion of the Performance Bonus, if any, will be paid on the date that bonus payments are made to current Company employees, or on the regular payroll day that the Company makes the first Base Salary severance payment, whichever is later. Provided that the Executive properly elects COBRA continuation coverage, the Company will reimburse the Executive for the cost of the insurance premiums for such coverage. The Executive will be eligible to receive such reimbursement until the earliest of (i) the twelve-month anniversary of the Executive’s termination, (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer. In addition, the Option grant shall provide that if the Company terminates the Executive’s employment without Cause, or the Executive resigns for Good Reason, then the shares underlying the option grant that would otherwise (absent the termination) have vested in the 12 months following the Executive’s termination shall accelerate of employment; and become fully-vested provided further, that if the Executive is a ‘specified employee’ (within the meaning of Section 409A of the Code and pursuant to the methodology adopted by the Company) as of the date his termination of employment, any coverage or reimbursement under such plan programs and/or arrangements shall be delayed until six (6) months has expired following the Executive’s termination. In no event shall termination of employment to the Executive or extent the coverage and reimbursements are includible in the Executive’s estate gross income for Federal income tax purposes, unless the coverage and reimbursements, as the case may be, are for payment of medical expenses incurred and paid by the Executive but not reimbursed by a person other than the Company or beneficiaries an affiliate and are allowable as a deduction under Code Section 213 (without regard to the 7.5% of adjusted gross income limitation of Code Section 213(a)) during the period during which the Executive would be entitled to any COBRA continuation coverage, if the Executive elected such coverage and paid the applicable premiums.; and viii. such additional benefits as may be provided by the terms of the payments or benefits set forth in this Section 6.2 upon termination then existing plans, programs and/or arrangements of the ExecutiveCompany (other than any severance payments payable under the terms of any benefit plan), including outplacement services consistent with the Company’s employment by reason of his disability or deaththen existing practice for senior executives or, if there is no such then existing practice, consistent with the Company’s past practice for senior executives.

Without Cause or With Good Reason. If If, during the Company terminates the Employment Period, Executive’s 's employment without Cause (as defined below), or the Executive resigns for Good Reason (as defined below), then, provided that the Executive executes and delivers, and does note revoke, a general release of claims in a form reasonably satisfactory to the Company shall be terminated (i) by the Company Corporation without Cause, or (ii) by Executive for Good Reason, the Corporation shall pay an amount equal to twelve months the Executive in a lump sum in cash within ten (10) days after the date of termination the aggregate of the following amounts, with respect to which Executive shall have no duty of mitigation: (A) to the extent not theretofore paid, the Executive’s 's Base Salary (through the date of termination at the rate in effect on the date of termination plus any Bonus amounts which have become payable and any vacation pay for unused vacation through the date of termination in the Fiscal Year which includes the date of termination; and (B) a pro rata portion of Executive's Bonus for the Fiscal Year in which the date of termination occurs equal to the product of (i) Executive's Target bonus amount under the Bonus Plan for the Fiscal Year which includes the date of termination or, if no target has been set with respect to Executive for such Fiscal Year, the Target bonus amount for the immediately preceding Fiscal Year (in either case, based on Executive's target percentage of Base Salary established pursuant to the Bonus Plan) (the "Target Bonus"), multiplied by (ii) a fraction, the numerator of which is the number of days in the Fiscal Year in which the date of termination, occurs through the date of termination and the denominator of which is three hundred sixty-five (365). In addition, upon a termination of Executive in accordance with this Section 5d, the Corporation shall pay to Executive an amount equal to the aggregate of two times Executive's Base Salary and Target Bonus, payable over the two-year period following such termination in equal installments at the regular pay periods of the Corporation. Upon a termination of Executive in accordance with this Section 5(d), the Corporation shall continue to provide welfare benefits to the Executive and his family during the remainder of the Employment Period at least equal to those which would have been provided to them in accordance with the plans, programs and policies described in Section 3(d) in this Agreement if the Executive's employment had continued through the Employment Period. To the extent that the benefits provided for in this Section 5(d) are not permissible after termination of employment under the terms of the benefit plans of the Corporation then in effect the Corporation shall pay to the Executive in a lump sum in cash within thirty (30) days after the date of termination an amount equal to the cost to the Executive of acquiring on a non-group basis those benefits lost to the Executive and/or the Executive's family as a result of the Executive's termination. In addition, upon a termination of Executive in accordance with this Section 5(d), and not withstanding any other provisions of this Agreement or any other agreement, all non-vested stock options, and any other non-vested stock or stock-based awards held by Executive, shall immediately become fully vested, non-forfeitable and exercisable at any time on the sooner of (i) their expiration or (ii) the last day of the month which is within the period ending twenty-four calendar months after the date of termination of employment. All payments and benefits to be provided to this Section 5(d) shall be subject to the Executive's (x) compliance with the restrictions of Sections 7 and 8(a) herein and (y) execution of a general release and waiver of claims against the Corporation in the form to be determined by the Corporation at the time of termination), and (ii) the Company shall make payment of a prorated portion of the Performance Bonus to which the Executive would otherwise be entitled, if any, for the calendar year in which Executive’s employment with the Company terminates, pursuant to the payment schedule in the following sentence (collectively, the “Severance Payments”). Base Salary severance payments will be made in equal installments on the days regular payments are made to Company employees. The prorated portion of the Performance Bonus, if any, will be paid on the date that bonus payments are made to current Company employees, or on the regular payroll day that the Company makes the first Base Salary severance payment, whichever is later. Provided that the Executive properly elects COBRA continuation coverage, the Company will reimburse the Executive for the cost of the insurance premiums for such coverage. The Executive will be eligible to receive such reimbursement until the earliest of (i) the twelve-month anniversary of the Executive’s termination, (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer. In addition, the Option grant shall provide that if the Company terminates the Executive’s employment without Cause, or the Executive resigns for Good Reason, then the shares underlying the option grant that would otherwise (absent the termination) have vested in the 12 months following the Executive’s termination shall accelerate and become fully-vested as of the date of the Executive’s termination. In no event shall the Executive or the Executive’s estate or beneficiaries be entitled to any of the payments or benefits set forth in this Section 6.2 upon termination of the Executive’s employment by reason of his disability or death.

Without Cause or With Good Reason. If the Company terminates the ExecutiveEmployee’s employment without Cause (as defined below), or the Executive resigns Employee terminates his employment for Good Reason (as defined below)Reason, then, provided that the Executive executes and delivers, and does note revoke, a general release of claims in a form reasonably satisfactory Company shall pay or provide to the Company Employee: (a) (i) the Company shall pay an amount equal to twelve months of the Executive’s Base Salary accrued through the date of termination, and (ii) any applicable benefits as provided under the corresponding plans, including accrued and unused vacation earned through the date of termination at the rate in effect at the time of termination), less standard deductions and withholdings; plus (b) an amount equal to the greater of the Base Salary to which Employee would be eligible to receive in the event he had remained employed through the end of the Term or eighteen months of Base Salary as severance, and any applicable benefits as provided under the corresponding plans, including accrued and unused vacation benefits earned through the date of termination at the rate in effect at the time of termination, less standard deductions and withholdings, such payments to be made at the times and in the amounts that the Base Salary would have been paid had this Agreement not been so terminated. In the case of termination without Cause, Employee shall be entitled to retain all vested and unvested shares of common stock. In the case of termination for Good Reason Employee shall be entitled to retain all vested shares of common stock. For the purpose of determining the number of vested options, the date of termination under this 3.2.3 shall be assumed to be 12 months after the actual date of termination (iii.e. there shall be a 12 month acceleration of vesting). For the purposes of this 3.2.3, the JBI Share Price shall equal the weighted average share price in the six months prior to the termination. The Employee will be entitled to payment and eighteen months of Base Salary as severance Employee will be entitled to six (6) months continued health and dental coverage paid for by the Company shall make payment of a prorated portion of the Performance Bonus to which the Executive would otherwise be entitled, if any, for the calendar year in which Executive’s employment with the Company terminates, pursuant to the payment schedule in the following sentence (collectively, the “Severance Payments”). Base Salary severance payments will be made in equal installments on the days regular payments are made to Company employees. The prorated portion of the Performance Bonus, if any, will be paid on the date that bonus payments are made to current Company employees, or on the regular payroll day that the Company makes the first Base Salary severance payment, whichever is later. Provided that the Executive properly elects COBRA continuation coverage, the Company will reimburse the Executive for the cost of the insurance premiums for such coverage. The Executive and then will be eligible to receive such reimbursement until the earliest of (i) the twelve-month anniversary of the Executive’s termination, (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar continue coverage from another employer. In addition, the Option grant shall provide that if the Company terminates the Executive’s employment without Cause, or the Executive resigns for Good Reason, then the shares underlying the option grant that would otherwise (absent the termination) have vested in the 12 months following the Executive’s termination shall accelerate and become fully-vested as of the date of the Executive’s termination. In no event shall the Executive or the Executive’s estate or beneficiaries be entitled to any of the payments or benefits set forth in this Section 6.2 upon termination of the Executive’s employment by reason of his disability or deaththrough COBRA.

Without Cause or With Good Reason. If If, during the Company terminates the Employment Period, Executive’s 's employment without Cause (as defined below), or the Executive resigns for Good Reason (as defined below), then, provided that the Executive executes and delivers, and does note revoke, a general release of claims in a form reasonably satisfactory to the Company shall be terminated (i) by the Company without Cause, or (ii) by Executive for Good Reason, the Company shall pay an amount equal to twelve months the Executive in a lump sum in cash within ten (10) days after the date of termination (unless a delay is required pursuant to Section 14(b) below), the aggregate of the following amounts, with respect to which Executive shall have no duty of mitigation and the Company shall have no right of set-off: (A) to the extent not theretofore paid, the Executive’s 's Base Salary (through the date of termination at the rate in effect on the date of termination plus any Bonus amounts which have become payable and any accrued vacation pay; (B) a pro rata portion of Executive's Bonus for the Fiscal Year in which the date of termination occurs equal to the product of (1) the greater of (x) the average annual dollar bonus amount that was earned by the Executive under the Bonus Plan for the three completed Fiscal Years immediately prior to the date of termination, or (y) Executive's Target bonus amount under the Bonus Plan for the Fiscal Year which includes the date of termination or, if no target has been set with respect to Executive for such Fiscal Year, the Target bonus amount for the immediately preceding Fiscal Year (in either case, based on Executive's target percentage of Base Salary established pursuant to the Bonus Plan) (the greater of (x) and (y) being referred to as the "Target Bonus"), multiplied by (2) a fraction, the numerator of which is the number of days in the Fiscal Year in which the date of termination occurs through the date of termination and the denominator of which is three hundred sixty- five (365); (C) an amount equal to Executive's Base Salary and Target Bonus for the remainder of the Employment Period; (D) an amount equal to the number of months remaining in the Employment Period multiplied by the applicable monthly COBRA premium as in effect on the date of the Executive?s termination that the Executive would have to pay to continue the welfare benefits for which COBRA continuation rights are available for the Executive and, where applicable, his or her family, with respect to those plans, programs and policies described in Section 5(d); (E) the present lump sum value of benefits which would have accrued for the benefit of Executive under the The Pep Boys ? Manny, Moe & Xxxx Account Plan or The Pep Boys ? Manny, Moe & Xxxx Legacy Plan, as applicable, (the ?Retirement Plan?) which Executive was participating immediately prior to his termination date and had Executive remained employed for the remainder of the Employment Period after the date of termination and continued participating in such Retirement Plan, determined using the factors specified in the Retirement Plan for calculating lump sum distributions, and assuming that Executive would have continued for such period to earn the Base Salary at the time date of termination and be paid the Target Bonus on each date during such Employment Period that the Bonus typically had been paid prior to the date of termination). For purposes of clarity, and (ii) the Company shall make payment of this benefit is intended as a prorated portion of the Performance Bonus severance benefit payable to which the Executive would otherwise be entitled, if any, for the calendar year in which Executive’s employment with the Company terminates, pursuant to this Section 7(e) and is not intended to be an additional benefit under the payment schedule in the following sentence (collectively, the “Severance Payments”). Base Salary severance payments will be made in equal installments on the days regular payments are made to Company employees. The prorated portion of the Performance Bonus, if any, will be paid on the date that bonus payments are made to current Company employees, or on the regular payroll day that the Company makes the first Base Salary severance payment, whichever is later. Provided that the Executive properly elects COBRA continuation coverage, the Company will reimburse the Executive for the cost of the insurance premiums for such coverage. The Executive will be eligible to receive such reimbursement until the earliest of (i) the twelve-month anniversary of the Executive’s termination, (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employerRetirement Plan. In addition, for purposed of calculating ?Years of Service? under the Option grant applicable Retirement Plan, Executive shall provide that if receive credit for the Company terminates the Executive’s employment without Cause, or the Executive resigns for Good Reason, then the shares underlying the option grant that would otherwise (absent the termination) have vested period of time remaining in the 12 Employment Period; and (F) an amount equal to the number of months following remaining in the Executive’s termination shall accelerate and become fully-vested Employment Period multiplied by the applicable monthly premium or allowance as of in effect on the date of the Executive’s terminationExecutive?s termination that would have to be paid to continue the programs and benefits which are available for the Executive and, where applicable, his or her family, with respect to those plans, programs and policies described in Sections 5 (c) and (d), other than those covered by clause (D) and (E) above. In no addition, upon a termination of Executive in accordance with this Section 7(e), all non-vested stock options, and any other non-vested stock or stock-based awards held by Executive, shall immediately become fully vested, non-forfeitable and exercisable. Notwithstanding anything herein to the contrary, in the event shall that Executive is entitled to the amounts set forth above as a result of a termination of Executive?s employment prior to a Change of Control and Executive reasonably demonstrates pursuant to Section 1(a) that such termination was at the direction of a third party or in connection with the Change of Control, the Executive or shall receive the Executive’s estate or beneficiaries be entitled to any of the payments or benefits amounts set forth in this Section 6.2 upon termination 7(e), less any severance compensation paid to Executive in connection with such termination, within ten (10) days following the Change of Control; provided however, that if these amounts are deemed to constitute deferred compensation subject to the requirements of Section 409A of the Executive’s Code, such amounts shall be paid to the Executive as follows: (i) if the Change of Control qualifies as a permissible distribution event within the meaning of Section 409A(a)(2)(A)(v) of the Code, it will be paid within ten (10) days following the Change of Control, unless payment is required to be delayed pursuant to Section 14(b) below in which case it will be paid at the end of the period described in Section 14(b) if such date is later than the ten (10) day period following the Change of Control, or (ii) if the Change of Control does not qualify as a permissible distribution event within the meaning of Section 409A(a)(2)(A)(v) of the Code, it will be payable in a single sum on the first business day of the month immediately following the six (6) month anniversary of the date Executive terminated employment by reason of his disability or deathwith the Company.