Common use of Without Cause Clause in Contracts

Without Cause. If this Amended Agreement shall be terminated by the Company Without Cause: (a) the Company shall pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement Employee’s employment with Unitek shall be terminated by terminate upon Unitek giving written notice to Employee of the Company Without termination of such employment without Cause: ; provided, however, in the event of termination without Cause, (aA) the Company Unitek shall pay to the Employee, in Employee as soon as practicable (allowing Unitek a lump sum in cash within 30 days after the Date reasonable period of Termination, the aggregate time to calculate such amounts) any and all of the following amounts: (1) if not theretofore paid, the Employee’s salary, benefits and other compensation earned through the date of such termination of employment and (B) Unitek shall, subject to Employee’s execution and delivery of a Release, which Release shall not have been revoked by Employee pursuant to the terms thereof (and all applicable statutory revocation periods have expired), and subject to Employee’s continued compliance with Section 8 and Section 9, (x) pay to Employee an amount equal to his Base Salary (as at the rate then in effect on effect) for the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the EmployeeSeverance Period, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid payable to Employee in accordance with Unitek’s then current payroll practices and (y) assess, reasonably promptly following such termination of employment and as of the plan documents governing date of such deferrals; (b) termination, the Company shall, promptly upon submission by operational and financial milestones established for the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of Bonus for the calendar year in which Employee is so terminated; and to the extent such expenses were incurred; and (c) for operational and financial milestones are being achieved at the 12-month period commencing on the Date time of Terminationsuch termination, the Company Unitek shall pay Employee the Company applicable pro-rata portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family such Bonus in accordance with the CompanyUnitek’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminatedthen current bonus payment practices. With respect to benefits set forth in this subsection (c)In addition, to the extent possible, 100% of all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following unvested Awarded Securities shall accelerate, vest and pay as of the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the date of Employee’s Base Salary (as in effect on the Date termination of Termination) for 12 months after the Date of Terminationemployment without Cause.

Without Cause. If this Amended Agreement shall be terminated by In the event that the Company Without terminates the Term or Executive’s employment hereunder without Cause: , then in such event, subject to Section 3(g), (a1) the Company shall pay to Executive any unpaid Base Salary and benefits then owed or accrued, including the Employeeissuance of any Payment Shares which would otherwise be payable at that time or in the future, and, in a lump sum the event that there was any Deferred Portion which had been agreed to be paid in cash within 30 days after cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the Date payment of TerminationPayment Shares, and any unreimbursed expenses, pursuant to the aggregate terms of Section 2(c)(i), incurred by the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as Executive in effect on the Date of Termination) each case through the Date termination date, and each of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company which shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month within 10 days following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Datetermination date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d2) the Company shall pay to the EmployeeExecutive, in one lump sum, an amount equal semi-monthly installmentsto the Base Salary that would have been paid to Executive for the remainder of the Initial Term (if such termination occurs during the Initial Term) or Renewal Term (if such termination occurs during a Renewal Term), as applicable, which shall be paid within 10 days following the termination date, provided that, in the event that the Board determines that the Company does not have sufficient cash on hand to enable it to pay the full amount pursuant to this clause (2) of this Section 3(d)(ii), the Employee’s Base Salary Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP as of the date of such termination, to be issued within 10 days of following the termination date; (3) any Equity Grant already made to Executive shall, to the extent not already vested, be deemed automatically vested; and (4) all of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in effect on the Date of Termination) for 12 months after the Date of Terminationconnection with such termination, and subject to Section 15.

Without Cause. If this Amended Agreement shall be terminated by the Company Without Cause: (a) K-Tron, by action of the Company shall pay K-Tron Board, may terminate the Employee’s employment and the Employment Term at any time without Cause upon 30 days written notice to the Employee. (b) Upon termination by K-Tron without Cause, in if the Employee executes and does not revoke a written Release (as defined below), the Employee shall be entitled to receive a lump sum in cash payment equal to 100% of the Employee’s then-annual Base Salary and Car Allowance. The lump sum payment shall be made within 30 days after the Date effective date of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s termination of employment. Upon payment, neither K-Tron nor any other member of the K-Tron Group shall have any further liability or obligation to the Employee hereunder after the date of termination of the Employment Term except for any earned but unpaid Base Salary and Car Allowance, Unpaid Awarded Bonus, and any benefits or payments (as in effect on excluding any other severance benefits or payments) payable to the Date Employee under any applicable formal policy or plan of Termination) through any member of the Date K-Tron Group which covered the Employee at the termination date of Termination; andthe Employment Term. (2c) in In order to receive the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; payment under subsection (b) the Company shallabove, promptly upon submission by the Employee must execute and not revoke a release, in a form acceptable to K-Tron, of supporting documentation, pay or reimburse any and all claims against the K-Tron Group and all related parties with respect to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 all matters arising out of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end by any member of the calendar year in which such expenses were incurred; and K-Tron Group and the termination thereof (c) other than claims for any entitlements under the 12-month period commencing on the Date terms of Termination, the Company shall pay the Company portion this Agreement or under any plans or programs of any premiums and shall otherwise continue benefits to member of the K-Tron Group under which the Employee and/or has accrued and is due a benefit) (the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c“Release”), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If Employer may terminate Executive’s employment under this Amended Agreement without cause and without advance notice; provided, however, that Employer will pay (unless subparagraph 5(d) of this Agreement applies, in which case the provisions therein shall be terminated by govern), no later than fourteen (14) days from the Company Without Causetermination date in a lump sum: (ai) (x) Executive’s salary through the Company shall pay date of termination, (y) for any unused vacation time, and (z) for any unreimbursed business expenses that are subject to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts:reimbursement under Employer’s then current policy on business expenses. (1ii) if not theretofore paid, severance pay of six (6) months’ worth of Executive’s salary at the Employee’s Base Salary (as rate in effect on the Date termination date. (iii) the amount equal to the cost of Terminationsix (6) through months’ medical insurance premiums at a monthly amount equal to the Date amount of TerminationCOBRA coverage in effect as of the termination date; and (2iv) an additional tax gross up payment in an amount necessary so that the amount received by Executive to cover COBRA premiums under Section 5(c)(iii) after all applicable withholding tax is deducted (using applicable supplemental wage withholding rates) is the full amount Executive would have received under Section 5(c)(iii) if no tax withholding was made. Such payments will be subject to all appropriate deductions and withholdings. Upon termination of Executive’s employment hereunder due to termination without cause, all unvested stock options, awards, or other equity grants or awards shall immediately fully vest. Executive or Executive’s estate (as the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company may be) shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse entitled to the Employee receive any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, vested benefits required to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of by law and any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred vested compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts required to be paid under this paragraph and that are includable in Employee’s income by law. Executive shall only be paid if entitled to such expenses are incurred during severance pay if, within thirty (30) days following the 2 year period after date of termination, both Employer and Executive have signed (and then Executive does not rescind, as may be permitted by law) a mutual general release of claims in a form mutually acceptable to both parties (provided, however, that such release of claims shall only require each party to release the Termination Date; (ii) any amount reimbursable or paid in one tax year other party from claims relating directly to Executive’s employment and the termination thereof, and shall not affect require Executive to release claims relating to vested employee benefits or relating to other matters, including, but not limited to, claims relating to Executive’s status as a shareholder of the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefitCompany. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If The Company may terminate Employee’s employment under this Amended Agreement shall be terminated at any time without cause by the Company Without Cause: (a) giving Employee a Notice of Termination as provided under Section 7 hereof. In such event, the Company shall pay Employee severance pay (“Severance Pay”) equal to Employee’s remaining Base Salary for the EmployeeInitial Term or for any Renewal Term, as applicable, in accordance with the following payment schedule: (i) if Employee’s employment is terminated within two (2) years following a “change in control” (as defined below), the Severance Pay will be paid in one lump sum six (6) months following Employee’s termination of employment; (ii) in all other cases, Severance Pay shall be paid to Employee in equal installments on the Company’s regular payroll dates, with such installments to commence six (6) months after Employee’s termination of employment (at which time Employee will receive a lump sum in cash within 30 days after amount equal to the Date of Terminationmonthly payments that would have been paid during such six month period); provided, however, that if the aggregate payment of the following amounts: Severance Pay meets an exemption under Internal Revenue Code Section 409A concerning the timing of payment of severance compensation, then the payment of the Severance Pay will commence (1) if not theretofore or be paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of a change in control) upon Employee’s termination of employment. In addition, Company shall pay Employee (i) his pro rata portion of any annual bonus or other compensation previously deferred to which he would have been entitled for the year during which the termination occurred, such payment to be made at such time that bonuses are paid to all employees, or if later, six (6) months after Employee’s termination of employment (unless an exception to § 409A applies); and (ii) Employee’s COBRA health insurance premium payments (for the same coverage that Employee had in place prior to his termination) for the duration of the COBRA continuation period, or if earlier, until the Employee becomes eligible for health insurance because of employment with a different employer. Employee shall only be paid Severance Pay, pro rata bonuses and COBRA health insurance premium payments under this Section if he signs an agreement containing a release of claims against the Company, in a form substantially similar to that included in Exhibit A, attached hereto and incorporated herein. Employee will cease to be an employee of the Company as of the date specified in the Notice of Termination, and he will not receive or accrue any benefits of employment after such date, except as provided herein. Severance Pay, pro rata bonuses and COBRA health insurance premium payments shall not be paid to the Employee if Employee owns, manages, operates, joins, contracts with, or is employed by or connected in any manner with (whether as principal, partner, shareholder, member, director, officer, employee, agent or otherwise), any business which is competitive to the business engaged in by the EmployeeCompany. For purposes of this Agreement, all amounts of such compensation previously deferred and not yet paid a business shall be deemed to be competitive to the business engaged in by the Company if such business is engaged in the same or similar business activities conducted by the Company in the same geographical area in which the Company conducts its business operations (or is actively pursuing business operations) at the time of Employee’s termination of employment. For purposes of this section, a “Change in Control” shall be paid consistent with regulations issued under Internal Revenue Code section 409A (the “409A regulations”) and shall mean the occurrence of a “Change in accordance with the plan documents governing such deferrals; Ownership of the Company,” a “Change in Effective Control of the Company”, or a “Change in the Ownership of a Substantial Portion of the Company’s Assets.” A “Change in the Ownership of the Company” means the acquisition by any one person, or more than one person acting as a group, of the outstanding and issued common stock (b“Shares”) of the Company shallthat, promptly upon submission together with Shares held by such person or group, constitutes more than 50 percent of the total voting power of the Shares of the Company (however, if any one person, or more than one person acting as a group, is considered to own more than 50 percent of the total voting power of the Shares of the Company, the acquisition of additional Shares by the Employee of supporting documentation, pay same person or reimburse to group shall not constitute a Change in the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end Ownership of the calendar year Company). A “Change in which such expenses were incurred; and Effective Control of the Company” shall occur if either (ci) for any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period commencing ending on the Date date of Terminationthe most recent acquisition by such person or persons) ownership of Shares of the Company possessing 35 percent or more of the total voting power of the Shares of the Company (however, if a person, or more than one person acting as a group owns 35% of the total fair market value or total voting power of the Shares of the Company, the Company acquisition of additional Shares by such person or group shall pay not constitute a Change in Effective Control of the Company portion Company; or (ii) a majority of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with members of the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had board of directors is replaced during any 12-month period by directors whose appointment or election is not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments endorsed by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion majority of the cost members of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment board of such reimbursements or any other benefits under this Section 6.3(c) shall be subject directors prior to the following: date of the appointment or election. A “Change in the Ownership of a Substantial Portion of the Company’s Assets” occurs when any one person, or more than one person acting as a group, acquires (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred or has acquired during the 2 year 12-month period after ending on the Termination Date; (iidate of the most recent acquisition by such person or persons) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide assets from the Company that have a total gross fair market value (“gross fair market value” means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with reasonable documentation such assets) equal to or more than 40 percent of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than total gross fair market value of all of the end assets of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay immediately prior to the Employee, in equal semi-monthly installmentssuch acquisition or acquisitions. For purposes of this section, the Employee’s Base Salary (term “acting as a group” shall have the same meaning as defined in effect on the Date of Termination) for 12 months after the Date of Termination409A regulations.

Without Cause. If this Amended Agreement shall be terminated by During the Term, the Company Without Cause:may terminate the Executive’s employment with the Company at any time without Cause upon thirty (30) days’ prior written notice; provided, however, that during such notice period, the Board, in its sole discretion, may relieve the Executive of all of his duties, responsibilities and authority with respect to the Company and may restrict Executive’s access to Company property; provided, further, that the Board’s exercise of such discretion shall not constitute Good Reason (as defined below). Upon such a termination of employment, the Company shall (ai) provide the Executive with those benefits described in clauses (i) and (ii) of Section 6(a); (ii) pay the Executive any earned but unpaid annual bonus for the year immediately preceding the year of termination at the time the Company shall pay pays bonuses with respect to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts:such year to its executives generally; (1iii) if not theretofore paid, continue providing the Employee’s Executive with Base Salary (as in effect on for a period of 12 months following the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts date of such compensation previously deferred and not yet paid by termination of employment (the Company shall “Severance Period”), with such Base Salary to be paid in accordance with the plan documents governing Company’s regular payroll practice as if no such deferralstermination of employment had occurred; provided, however, that the Executive’s right to receive the payments set forth in this clause (ii) of Section 6(c) shall be conditioned on the Executive’s continued compliance with Sections 8 and 9 hereof and such payments shall not begin until the Executive signs and does not subsequently revoke a release of claims within sixty (60) days following such termination of employment, in substantially the form attached hereto as Exhibit B; provided, further, that if such sixty (60) day period spans two calendar years, any payment set forth in this Section 6(c)(ii) that, but for this proviso, would have been paid prior to the Company’s first payroll date in such second calendar year, shall not be paid until such payroll date (but only to the extent required to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)); (biv) during the Company shallportion of the Severance Period during which the Executive and the Executive’s eligible dependents are eligible for COBRA coverage, promptly upon submission by reimburse the Employee of supporting documentation, pay or reimburse to Executive and the Employee Executive’s eligible dependents for their COBRA premiums less any costs and expenses (including moving and relocation expenses) paid or incurred by amounts that the Employee which Executive would have been payable required to contribute for coverage under Section 4.5 of this Amended Agreement if the EmployeeCompany’s employment health plans had not terminatedthe Executive remained employed by the Company, with such reimbursement to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family occur in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits procedures set forth in this subsection Section 4(e); provided, however, that if, at any time during the Severance Period, the Executive and the Executive’s eligible dependents cease to be eligible for COBRA coverage (cexcept as a result of Executive’s becoming eligible for coverage under the medical plans of a subsequent employer), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums Executive all reasonable premium costs incurred by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible Executive to elect continuation of provide private health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), Executive and the Executive’s eligible dependents that is substantially equivalent to the extent health insurance by which the Executive and the Executive’s eligible dependents were covered on the date of the Executive’s termination less any amounts that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums Executive would have been required to contribute for such coverage had the Executive remained employed by the Company, until the earlier of (x) the termination of the Severance Period and (y) the Company shall promptly reimburse date on which the Employee upon Employee’s submission Executive becomes eligible for coverage under the medical plans of reasonable documentation of such premiums, a subsequent employer; and (v) provide any stock-based compensation due to the Executive pursuant to any written agreement between the Executive and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Terminationterms and conditions set forth therein.

Without Cause. If this Amended Agreement shall be Executive is involuntarily terminated by the Company Without Cause: , (ai) the Company Executive shall pay be entitled to the Employeecontinue to receive his full Base Salary, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Termination Date, for twenty-four (24) months following the Termination Date (such date, the "End Date") so long as Executive has not breached the provisions of Terminationparagraphs 6, 7 or 8, (ii) through the Company will maintain in full force and effect, for Executive's continued benefit, until the earlier of (A) the End Date or (B) Executive's 65th birthday, all life, medical and dental insurance programs in which Executive was entitled to participate so long as his continued participation is possible under the general terms and provisions of Termination; and such programs (2) provided that, in the case event Executive's participation in any such program is barred, the Company will arrange to provide the Executive with benefits substantially similar to those which he was entitled to receive under such programs) and thereafter the Company will make such insurance coverage available to Executive (at Executive's expense) until the Executive attains age 65 or obtains employment with another employer that makes such (or similar) insurance available to its employees and Executive is eligible to be covered under such insurance, whichever occurs first and (iii) notwithstanding any provision in the Annual Cash Bonus Plan to the contrary, Executive shall become fully vested and have a non-forfeitable interest in the benefits which he has accrued under the Annual Cash Bonus Plan as of compensation previously deferred the Termination Date and he shall be given full credit under the Plan for the benefit that he would have accrued for the plan year during which the Termination Date occurs (which determination may take into account whether Company performance goals established by the Employeeplan or its administrator for such year have been met, all amounts of such compensation previously deferred and but which may not yet paid take into account whether personal performance goals established for Executive by the plan or its administrator have been met) as if he were employed by the Company on the last day of such plan year. The amounts payable in respect of accrued benefits under the Annual Cash Bonus Plan shall be paid payable at the time provided for in, and in accordance with the plan documents governing such deferrals; provisions of, the Annual Cash Bonus Plan. The amounts payable pursuant to this paragraph 5(c) in respect of Base Salary may be payable at Executive's discretion, in one lump sum payment within 30 days following the Termination Date equal to the present value (bdetermined using a discount rate equal to the "prime" rate of interest charged by Chase Manhattan Bank in New York plus two (2) percentage points) of the payments otherwise payable pursuant to this paragraph 5(c). This paragraph 5(c) sets forth Executive's exclusive remedy for a termination of his employment Without Cause and Executive shall have no other right or remedy against the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefitconnection therewith. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. i. Either the Employee or the Employer may terminate the Employee’s employment hereunder at any time upon written notice. ii. If this Amended Agreement the Employee gives written notice pursuant to paragraph (i) above, the Employer shall be terminated by have the Company Without Cause: right to either (a) relieve the Company Employee, in whole or in part, of his duties under this Agreement or (b) to accelerate the date of termination of employment to coincide with the date on which the written notice is received. iii. Notwithstanding any provisions hereof to the contrary, the Employer may terminate Employee’s employment hereunder without cause at any time. If the Employer terminates the Employee’s Employment pursuant to the provisions of this Section 8(a), it shall pay to the Employee as a severance benefit, in cash, an amount equal to (a) twelve months of the Employee’s Monthly Base Salary plus (b) the higher of the bonus target for the current year or the bonus paid for the prior year, which amount shall be due and payable in a lump sum in cash within 30 not more than ten (10) days after such termination or such later date on which the Date of Terminationrevocation period for the release contemplated by Section 18 expires provided, however, that this obligation shall terminate if the release has not been delivered and the revocation period has not expired within sixty 60 days after such termination. Additionally, the aggregate vesting of Equity Awards shall be accelerated on a pro rata basis determined by the number of completed months of service during the then current annual vesting period, the vested portions of such Equity Awards shall be exercisable for the period of time indicated in the terms of the following amounts: (1) if not theretofore paidEquity Award, the Employee’s Base Salary (as in effect on the Date and all other vesting of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred Equity Awards shall cease unless otherwise determined by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefitCompensation Committee. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement shall be and Executive’s employment hereunder is terminated by the Company Without Cause: (awithout Cause pursuant to Section 7(e) the hereof, Company shall pay have no obligation to Executive or legal representatives of Executive other than (conditioned upon the Employee, last sentence of this Section 8(f)) (i) payment of termination compensation in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: amount equal to two (12) if not theretofore paid, the Employee’s times Executive's annual Base Salary (as Compensation in effect on the Date date of Termination) through such termination, subject to applicable withholding taxes, and payable, subject to Section 8(h), in accordance with Company’s payroll cycle during the Date of Termination; and two (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost date of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Datetermination; (ii) any amount reimbursable payment of the Executive’s "target bonus," as that term is used in Company's current bonus plan for full time officers of Company, or paid its equivalent if the term or plan should be amended, which Executive would have been otherwise entitled to receive each year during the two (2) year period commencing on the date of such termination, payable, subject to Section 8(h), in one tax each of the two years following the year shall not affect the amount to be reimbursed or paid in another tax yearof termination; (iii) if Employee is reimbursed continued coverage of medical benefits for any expenses hereundera period of two (2) years or until such time as Executive commences new employment, he must provide the Company with reasonable documentation of such expenseswhichever occurs first; (iv) payments for such expenses will be made payment of any accrued benefits or obligations owed to Executive; (v) benefits (if any) provided in cash promptly after the expenses are incurred but in no event later than the end accordance with applicable plans, programs and arrangements of Employee’s taxable year following the tax year in which the expenses are incurredCompany or as required by law; (vi) payment of reasonable professional search fees relating to Executive's outplacement; and (vvii) any outstanding equity grant(s) held by Executive at the payments under this paragraph cannot be substituted for another benefit. time such termination as governed by the agreement or plan pursuant to which such grant(s) was issued. In consideration of the compensation and benefits payable to Executive pursuant to subsections (di), (ii), (iii) and (vi), Executive shall, as a condition to payment of such compensation and benefits, execute a general release, in form and substance reasonably acceptable to the Company, releasing the Company shall pay to and its affiliates from all claims and liabilities Executive may have against the EmployeeCompany in connection with Executive’s employment by the Company, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) except for 12 months after the Date of Terminationany accrued obligations.

Without Cause. If Notwithstanding any other provision of this Amended Agreement Section 5, the Board shall have the right to terminate Employee’s employment at any time without Cause, but in the event of such termination, Employee shall be terminated by the Company Without Cause: (a) the Company shall pay eligible to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amountsreceive: (1) if not theretofore paidthe sum of (A) the Accrued Obligations (which will be paid at the time specified in Section 5(a)), (B) one hundred and fifty percent (150%) of one (1) years current Base Salary, and (C) one hundred and fifty percent (150%) of the Employeeprevious fiscal year’s Base Salary earned Incentive Compensation; (as in effect on 2) the Date of Termination) through the Date of TerminationPro-Rated Incentive Compensation; and (23) in continuing participation for a period of one (1) year from the case date of compensation previously deferred by the Employee, all amounts termination of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after at Employer expense in the end of the calendar year Additional Benefits in which such expenses were incurred; and (c) for Employee was enrolled at the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost time of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expiredtermination, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c)provided, to the extent however, that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee continued participation shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall in all cases be subject to the following: applicable plan’s terms and conditions governing participation by non-employees after their termination of employment. For purposes of this Agreement, “Severance Benefits” shall consist of the benefits provided by the preceding clauses (i1)(B), (1)(C), (2) all amounts and (3). In consideration of the receipt of the Severance Benefits, and as a precondition to their receipt, Employee must timely satisfy the Release requirements specified in Section 5(j). The Severance Benefits (other than the Pro-Rated Incentive Compensation which shall be paid under this paragraph and that are includable as specified in Employee’s income Section 5(a)) shall only be paid if such expenses are incurred during the 2 year period to Employee within 15 days (subject to any required delay in payments pursuant to Section 5(h)) after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect effective date of the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunderRelease. For purposes of this Agreement, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end a termination of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (employment must constitute a “separation from service” as in effect on the Date of Termination) for 12 months after the Date of Termination.defined by Internal Revenue Code Section 409A.

Without Cause. If this Amended Agreement shall be terminated by If, at any time prior to the earlier of (i) the date that is twenty-four (24) months subsequent to the Effective Date, or (ii) the Employee's Normal Retirement Date (the "Salary Continuation Period"), the Company Without shall terminate the Employee's employment other than for Cause, Disability, or death or if the Employee shall terminate his employment for Good Reason: (a) the The Company shall continue pay to the Employee in accordance with its normal payroll practices the Employee, in a lump sum in cash within 30 days after 's base salary at an annual rate equal to the Date of Termination, the aggregate greater of the following amounts: Employee's (1i) if not theretofore paidhighest monthly base salary paid or payable by the Company during the twelve-month period immediately preceding the Effective Date, or (ii) the Employee’s Base Salary (as in effect on highest monthly salary paid or payable by the Company at any time from the 90-day period preceding the Effective Date of Termination) through the Date of Termination; and Termination (2) in the case "Highest Base Salary"), for the remainder of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals;Salary Continuation Period. (b) For the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end remainder of the calendar year in which Salary Continuation Period, or such expenses were incurred; and (c) for the 12-month longer period commencing on the Date of Terminationas any plan, program, practice or policy may provide, the Company shall pay the Company portion of any premiums continue to provide health insurance, life insurance and shall otherwise continue retirement benefits to the Employee and/or the Employee’s 's family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s 's employment had not been terminated. With , in accordance with the most favorable plans, practices, programs or policies of the Company and its subsidiaries during the 90-day period immediately preceding the Effective Date or, if more favorable to the Employee, as in effect at any time thereafter with respect to other key employees and their families and for purposes of eligibility for retirement benefits set forth in this subsection (c)pursuant to such plans, to practices, programs and policies, the extent possible, all insurance premium and/or benefit payments by the Company Employee shall be made so as considered to be exempt from Code Section 409A, have remained employed until the end of the Salary Continuation Period and for to have retired on the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. last day of such period. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and have no right to participate in any bonus plan of the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible subsequent to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement shall be terminated by the Company Without Cause: (a) the Company shall pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 21⁄2 months after the end of the calendar year in which such expenses were incurred; and (c) subject to satisfaction of the Release Requirement under Section 6.6, for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) subject to satisfaction of the Release Requirement under Section 6.6, the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination, with the first payment commencing on the 60th day following the Date of Termination (the “Release Delay”) and with such first payment including the amounts that would have been previously paid but for the Release Delay.

Without Cause. If this Amended Agreement (i) At any time during the Term, the Parties shall be terminated by entitled to terminate this Agreement and the Executive’s employment with the Company Without Cause: without cause, by providing prior written notice of at least 30 days to the other party. Upon the Company’s termination of this Agreement and the Executive’s employment with the Company pursuant to this paragraph 11(e)(i), the Company shall have no further obligations to the Executive or his heirs, administrators or executors with respect to compensation and benefits thereafter, except for the obligation to pay or provide to the Executive (a) the Company shall pay to the Employeeany earned but unpaid base salary and vacation pay, in a lump sum in cash within 30 days after the Date and reimbursement of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, any and all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and reasonable expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 Executive in connection with and related to the performance of this Amended Agreement if his duties and responsibilities for the Employee’s employment had not terminatedCompany during the period ending on the termination date, (b) a severance payment in an amount equal to be paid no later than 21/2 months after the end two years of the calendar year in which Executive’s base salary plus any bonus earned or accrued through the date of such expenses were incurred; and termination, (c) for 2 years, continuation on behalf of the 12Executive and the Executive’s dependents and beneficiaries of life insurance, disability, medical, dental, hospitalization and long-month period commencing on term care benefits, provided, however, that the Date Company’s obligation hereunder with respect to the foregoing benefits shall be limited to the extent that the Executive obtains any such benefits pursuant to a subsequent employer’s benefit plans, in which case the Company may reduce the coverage of Terminationany benefits it is required to provide the Executive hereunder as long as the aggregate coverages and benefits of the combined benefits plans are no less favorable to the Executive than the coverages and benefits required to be provided hereunder and (d) to the extent the Executive holds any unvested portion of the option granted to the Executive pursuant to paragraph 9(a), the portion of the option so granted that would otherwise vest following the date of termination of the Executive’s employment with the Company will as of the date of termination become fully vested. Upon the Executive’s termination of this Agreement and the Executive’s employment with the Company pursuant to this paragraph 11(e)(i), the Company shall have no further obligations to the Executive or his heirs, administrators or executors with respect to compensation and benefits thereafter, except for the obligation to pay to the Executive (a) any earned but unpaid base salary and vacation pay, and reimbursement of any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Company portion of any premiums during the period ending on the termination date. The Company shall deduct, from all payments made hereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions. (ii) At the Executive’s option, the amounts described in paragraph 11(e)(i) shall otherwise continue benefits be paid to the Employee and/or Executive in the Employee’s family same manner as they would have been paid, in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (cprovisions of paragraph 6(a), had the Executive remained employed by the Company. To exercise such option, the Executive shall deliver to the extent possibleCompany written notice electing such option within 10 business days after his last day of employment with the Company. If the Executive fails to deliver such written notice within 10 business days after his last day of employment with the Company, all insurance premium and/or benefit payments by the Company Executive shall be made so as entitled to be exempt from Code Section 409A, and for receive the purposes thereof, each payment shall be treated as amounts described in paragraph 11(e)(i) in a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion lump sum within 45 days of the cost of such premiums by the 15th his last day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and employment with the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If The Executive may resign without cause at any time upon 30 days’ written notice to the Company, in which event the Company’s obligation to compensate him ceases on the effective date of Executive’s termination except as to amounts due to him under Section 8(c)(i). The Company may dismiss the Executive without cause at any time upon 30-days’ written notice to the Executive. In the event that the Company dismisses the Executive other than for cause, or if the Executive resigns because of a material breach of this Amended Agreement shall be terminated by the Company Without Cause(which Executive may do only if such breach remains materially uncured after the Executive has provided 30 days prior written notice to the Board), and the Executive’s dismissal or resignation qualifies as a “separation from service” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and other official guidance issued thereunder (collectively, “Section 409A”), then the Company shall provide to the Executive: (ai) the Company shall pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate payment of the compensation due to him through the effective date of the termination of the Executive’s employment, within ten business days following amounts:such effective date of the termination of the Executive’s employment; (1ii) if not theretofore paidcontinuation of the Executive’s salary for twelve months following the effective date of the termination of the Executive’s employment at the higher of the rate specified in Section 4 or the Executive’s then-current annualized salary, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company which salary continuation shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family monthly in accordance with the Company’s normal regular payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection practices; and (ciii) payment of any Accrued Bonus (as defined below), to be paid as soon as administratively practicable after the extent possible, all insurance premium and/or benefit payments by six-month anniversary of the Company effective date of the termination of the Executive’s employment. Accrued Bonus shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, mean any amount of bonus with respect to any benefits that are for medicalyear prior to the year in which dismissal without cause occurs (“Prior Bonus Year”) calculable by applying the formula prescribed by the Company’s incentive compensation plan as it existed on December 31 of such Prior Bonus Year and employing in the application of such formula the goals, dental or vision expenses under a self-insured plan, ratios and weighting percentages and other variable figures which the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee Bonus Plan calls for the Company portion Company’s Board or any committee thereof to determine annually (“Bonus Plan Variables”) which the Company’s Board of Directors or any committee thereof adopted for purposes of the cost Bonus Plan prior to December 31 of such premiums Prior Bonus Year. Notwithstanding any other provision of this Section, no Accrued Bonus shall be payable pursuant to this Section 8(c) for any Prior Bonus Year with respect to which a bonus amount was paid to and accepted by the 15th day of Executive. Notwithstanding anything to the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c)contrary, to the extent that such amounts any payments under Section 8(c) are taxable and not otherwise exempt from deferred compensation subject to a six-month waiting period under Code Section 409A, any such payments that would be payable before the Employee shall pay expiration of six months following the premiums Executive’s separation from service but for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission operation of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) sentence shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred made during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year seventh month following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefitExecutive’s separation from service. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement (i) At any time during the Term, the Parties shall be terminated by entitled to terminate this Agreement and the Executive's employment with the Company Without Cause: without cause, by providing prior written notice of at least 30 days to the other party. Upon the Company's termination of this Agreement and the Executive's employment with the Company pursuant to this paragraph 11(e)(i), the Company shall have no further obligations to the Executive or his heirs, administrators or executors with respect to compensation and benefits thereafter, except for the obligation to pay or provide to the Executive (a) the Company shall pay to the Employeeany earned but unpaid base salary and vacation pay, in a lump sum in cash within 30 days after the Date and reimbursement of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, any and all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and reasonable expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 Executive in connection with and related to the performance of this Amended Agreement if his duties and responsibilities for the Employee’s employment had not terminatedCompany during the period ending on the termination date, (b) a severance payment in an amount equal to be paid no later than 21/2 months after the end two years of the calendar year in which Executive's base salary plus any bonus earned or accrued through the date of such expenses were incurred; and termination, (c) for 2 years, continuation on behalf of the 12Executive and the Executive's dependents and beneficiaries of life insurance, disability, medical, dental, hospitalization and long-month period commencing on term care benefits, provided, however, that the Date Company's obligation hereunder with respect to the foregoing benefits shall be limited to the extent that the Executive obtains any such benefits pursuant to a subsequent employer's benefit plans, in which case the Company may reduce the coverage of Terminationany benefits it is required to provide the Executive hereunder as long as the aggregate coverages and benefits of the combined benefits plans are no less favorable to the Executive than the coverages and benefits required to be provided hereunder and (d) to the extent the Executive holds any unvested portion of the option granted to the Executive pursuant to paragraph 9(a), the portion of the option so granted that would otherwise vest following the date of termination of the Executive's employment with the Company will as of the date of termination become fully vested. Upon the Executive's termination of this Agreement and the Executive's employment with the Company pursuant to this paragraph 11(e)(i), the Company shall pay the Company portion of any premiums and shall otherwise continue benefits have no further obligations to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c)Executive or his heirs, to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, administrators or executors with respect to compensation and benefits thereafter, except for the obligation to pay to the Executive (x) any benefits that are for medicalearned but unpaid base salary and vacation pay, dental and (y) reimbursement of any and all reasonable expenses paid or vision expenses under a self-insured plan, incurred by the Employee shall pay Executive in connection with and related to the premiums for such coverage performance of his duties and the Company shall reimburse the Employee responsibilities for the Company portion of during the cost of such premiums by period ending on the 15th day of the month following the month such premiums are paid by the Employeetermination date. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the The Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiumsdeduct, from all payments made hereunder, all applicable taxes, including income tax, FICA and FUTA, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(cappropriate deductions. (ii) The amounts described in paragraph 11(e)(b)(i) shall be subject paid to the following: (i) all amounts to be paid under this paragraph and that are includable Executive in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination a lump sum within 45 days of his Separation Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement shall The employment of the Employee may be terminated without Cause at any time by the Company Without Cause: on delivery to the Employee of a written Notice of Termination (as defined in Section 9.1). On the Date of Termination (as defined in Section 9.2) pursuant to this Section 7.2, the Company shall, in lieu of any payments under Section 4.1 and 4.2 for the remainder of the Term, pay to the Employee an amount equal to the lesser of: (a) the Company shall pay to the Employee, in 's Base Salary for a lump sum in cash within 30 days after the Date period of Termination, the aggregate of the following amounts: one (1) if not theretofore paidyear from the date of termination, and (b) the Employee's Base Salary for the remainder of the Term. In addition, the Employee’s Base Salary (as Employee shall be entitled to the pro-rated maximum Bonus available to the Employee under Section 4.2 for the year in effect on which the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid termination occurs. Such payment by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) Company's normal payroll practices and not as a lump sum payment. In addition, the Company shallwill pay as incurred the Employee's expenses, promptly upon submission by the Employee of supporting documentationup to Fifteen Thousand Dollars ($15,000), associated with career counseling and resume development. The Company shall also pay or reimburse to the Employee any costs and expenses an amount equal to the Company's portion (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if but not the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c's portion) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by medical insurance at the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as rate in effect on the Date of TerminationTermination for a period of one (1) for 12 months after year from the Date of Termination. In addition, on termination of the Employee under this Section 7.2, all of the Employee's outstanding but unvested options and rights relating to capital stock of the Company shall immediately vest and become exercisable, and all RSUs and shares of the Company's restricted stock issued to the Employee shall immediately vest and become unrestricted and freely transferable. The term of any such options and rights shall be extended to the first (1st) anniversary of the Employee's termination. The Employee acknowledges that extending the term of any incentive stock options pursuant to this Section 7.2 or Sections 7.3, 7.4 or 8.1 below, could cause such option to lose its tax-qualified status if it is an incentive stock option under the Code and agrees that the Company shall have no obligation to compensate the Employee for any additional taxes he incurs as a result.

Without Cause. If this Amended Agreement shall The employment of the Employee may be terminated without Cause at any time by the Company Without Cause: on delivery to the Employee of a written Notice of Termination (as defined in Section 9.1). In the event of such a termination without Cause pursuant to this Section 7.2 that constitutes Employee’s Separation From Service (as defined in Section 9.3), then, subject to the Employee’s execution and non-revocation of a general release of all claims against the Company and its affiliates within sixty (60) days, or such shorter period of time specified by the Company, following the Date of Termination (as defined in Section 9.2), the Company shall, in lieu of any payments under Section 4.1 and 4.2 for the remainder of the Term, pay to the Employee an amount equal to the lesser of: (a) the Company shall pay to the Employee, in ’s Base Salary for a lump sum in cash within 30 days after period of one (1) year from the Date of Termination, the aggregate of the following amounts: and (1b) if not theretofore paid, the Employee’s Base Salary for the remainder of the Term (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company “Severance”). The Severance shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal and is subject to those which all withholding requirements under applicable law, with the first such payment to be paid on the sixtieth (60th) day following the Date of Termination inclusive of any installments that would have been provided to them under Section 4.4 if paid had such continuation payments commenced on the Employee’s employment had not been terminatedDate of Termination. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured planIn addition, the Employee shall pay be entitled to the premiums pro-rated target Bonus available to the Employee under Section 4.2 for such coverage the year in which the termination occurs, taking into account the bonus categories and weighting under the Company’s bonus plan and the Company’s and Employee’s achievement thereunder as of the Date of Termination. Further, the Company will pay as incurred the Employee’s expenses, up to Fifteen Thousand Dollars ($15,000), associated with career counseling and resume development. The Company shall reimburse also pay to the Employee for an amount equal to the Company Company’s portion (but not the Employee’s portion) of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the medical, dental and vision plan insurance for Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, spouse and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during children at the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as rate in effect on the Date of TerminationTermination for a period of one (1) for 12 months after year from the Date of Termination (the “Health Insurance Benefit”). Notwithstanding the previous sentence, with regard to such continuation coverage, if the Company determines in its sole discretion that it cannot provide the foregoing benefit without potentially violating applicable law or potentially incurring penalties, excise taxes and fees pursuant to the Internal Revenue Code of 1986, as amended (the “Code”) and the Department of Treasury regulations promulgated thereunder (including, without limitation, Section 2716 of the Public Health Service Act), the Health Insurance Benefit shall terminate and the Employee shall not be eligible to receive any further benefits related to the Health Insurance Benefit other than as otherwise required by applicable law. In addition, on termination of the Employee under this Section 7.2, all of the Employee’s outstanding but unvested Options and rights relating to capital stock of the Company shall immediately vest and become exercisable, and all RSUs and shares of the Company’s Restricted Stock issued to the Employee shall immediately vest and become unrestricted and freely transferable. The exercisability of any such Options and rights shall be extended to the earlier of (i) the expiration of the term of such Options and rights or (ii) the first (1st) anniversary of the Date of Termination. The Employee acknowledges that extending the exercisability of any incentive stock options pursuant to this Section 7.2 or Sections 7.3 or 7.4 below, could cause such option to lose its tax-qualified status if it is an incentive stock option under the Code and agrees that the Company shall have no obligation to compensate the Employee for any additional taxes he incurs as a result.

Without Cause. If this Amended Agreement shall be terminated the Company terminates you without “Cause” for any reason during the Term or any extension thereof, then the Company agrees that as severance it will continue to pay you your Base Salary and maintain your employee benefits for a period that is equal to six (6) months of your employment by the Company Without Cause: (a) the Company shall pay to the EmployeeCompany, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect beginning on the Date date of Termination) through your termination notice. For the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 purposes of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Terminationletter agreement, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits have “Cause” to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s terminate your employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the followingupon: (i) all amounts failure to be paid materially perform and discharge your duties and responsibilities under this paragraph Agreement (other than any such failure resulting from incapacity due to illness) after receiving written notice and allowing you ten (10) business days to cure such failures, if so curable, provided, however, that are includable in Employee’s income shall only be paid if after one such expenses are incurred during notice has been given to you, the 2 year period after the Termination Date; Company is no longer required to provide time to cure subsequent failures under this provision, or (ii) any amount reimbursable breach by you of the provisions of this Agreement; or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee misconduct which, in the opinion and sole discretion of the Company, is reimbursed for any expenses hereunder, he must provide injurious to the Company with reasonable documentation of such expensesCompany; or (iv) payments for such expenses will be made in cash promptly after any felony conviction involving the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and personal dishonesty or moral turpitude, or (v) engagement in illegal drug use or alcohol abuse which prevents you from performing your duties in any manner, or (vi) any material misappropriation, embezzlement or conversion of the payments Company’s or any of its subsidiary’s or affiliate’s property or business opportunities by you; or (vii) willful misconduct by you in respect of your duties or obligations under this paragraph cannot be substituted Agreement and/or the Confidentiality, Non-Solicitation, and Non-competition Agreement. You acknowledge and agree that any and all payments to which you are entitled under this Section are conditioned upon and subject to your execution of a general waiver and release, in such reasonable form as counsel for another benefit. (d) each of the Company and you shall pay agree upon, of all claims you have or may have against the Company. Work +Products: You agree that prior to your Start Date, you will execute the EmployeeCompany’s Confidentiality, Non-Competition and Non-Solicitation Agreement attached to this letter as Exhibit 1. You understand that if you should fail to execute such Confidentiality, Non-Competition and Non-Solicitation Agreement in equal semithe agreed-monthly installmentsupon form, it will be grounds for revoking this offer and not hiring you. You understand and acknowledge that this Agreement shall be read in pari materia with the Employee’s Base Salary (as in effect on the Date Confidentiality, Non-Competition and Non-Solicitation Agreement and is part of Termination) for 12 months after the Date of Terminationthis Agreement.

Without Cause. If this Amended Agreement shall be terminated Subject to the provisions of Section 11 hereof, the Board may, by the Company Without Cause: (a) the Company shall pay written notice to the Employee, in a lump sum in cash within 30 days after the Date of Terminationimmediately terminate her employment at any time for any reason; provided that if such termination is for any reason other than pursuant to Sections 9 (a) (b) or (c) above, the aggregate Employee shall be entitled to receive the following compensation and benefits: (i) the salary provided pursuant to Section 2 hereof, up to the date of expiration of the following amounts: term (1including any renewal term then in effect) if not theretofore of this Agreement (the "Termination Date"), plus said salary for an additional 12-month period, and (ii) the cost to the Employee of obtaining all health, life and disability benefits which the Employee would have been eligible to participate in through the Termination Date, based upon the benefit levels substantially equal to those that the Association provided for the Employee at the date of termination of employment. Said sum shall be paid, at the Employee’s Base Salary (as in effect on the Date option of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by either (I) in periodic payments over the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 remaining term of this Amended Agreement Agreement, as if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s 's employment had not been terminated. With respect to benefits set forth , or (II) in this subsection one lump sum within ten (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost 10) days of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expiredtermination; provided however, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide by the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay Association to the Employee, in equal semi-monthly installments, Employee hereunder shall not exceed two (2) times the Employee’s Base Salary 's "average annual compensation". The Employee's "average annual compensation" shall be the average of the total annual "compensation" acquired by the Employee during each of the five (as 5) fiscal years (or the number of full fiscal years of employment, if the Employee's employment is less than five (5) years at the termination thereof) immediately preceding the date of termination. The term "compensation" shall mean any payment of money or provision of any other thing of value in effect on the Date consideration of Termination) for 12 months after the Date of Terminationemployment, including, without limitation, base compensation, bonuses, pension and profit sharing plan, director fees or committee fees, fringe benefits and deferred compensation accruals.

Without Cause. If this Amended Agreement Employee’s employment with Unitek shall be terminated by terminate upon Unitek giving written notice to Employee of the Company Without termination of such employment without Cause: ; provided, however, in the event of termination without Cause, (aA) the Company Unitek shall pay to Employee as soon as practicable (allowing Unitek a reasonable period of time to calculate such amounts) any and all of Employee’s salary, benefits and other compensation earned through the date of such termination of employment and (B) Unitek shall, subject to Employee, ’s execution and delivery of a release in a lump sum substantially the form attached hereto as Exhibit A (with such changes as may reasonably be required by Unitek to reflect changes in cash within 30 days after law or the Date of Terminationcircumstances surrounding Employee’s release, the aggregate of “Release”), which Release shall not have been revoked by Employee pursuant to the following amounts: terms thereof (1) if not theretofore paidand all applicable statutory revocation periods have expired), the and subject to Employee’s continued compliance with Section 8 and Section 9, (x) pay to Employee an amount equal to his Base Salary (as at the rate then in effect on effect) for no less than a period of twenty-four (24) months after the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts date of such compensation previously deferred and not yet paid by the Company shall be paid termination of employment, payable to Employee in accordance with Unitek’s then current payroll practices and (y) assess, reasonably promptly following such termination of employment and as of the plan documents governing date of such deferrals; (b) termination, the Company shall, promptly upon submission by operational and financial milestones established for the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of Bonus for the calendar year in which Employee is so terminated; and to the extent such expenses were incurred; and operational and financial milestones are being achieved at the time of such termination, Unitek shall pay Employee the applicable pro-rata portion of such Bonus in equal increments over no less than a twelve (c12) for the 12-month period commencing on after the Date date of Terminationsuch termination of employment, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits payable to the Employee and/or the Employee’s family in accordance with the CompanyUnitek’s normal then current payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefitpractices. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement shall be terminated Subject to the provisions of Section 11 hereof, the Board may, by the Company Without Cause: (a) the Company shall pay written notice to the Employee, in a lump sum in cash within 30 days after the Date of Terminationimmediately terminate his employment at any time for any reason; provided that if such termination is for any reason other than pursuant to Sections 9 (a) (b) or (c) above, the aggregate Employee shall be entitled to receive the following compensation and benefits: (i) the salary provided pursuant to Section 2 hereof, up to the date of expiration of the following amounts: term (1including any renewal term then in effect) if not theretofore of this Agreement (the "Termination Date"), plus said salary for an additional 12-month period, and (ii) the cost to the Employee of obtaining all health, life, disability and other benefits (excluding any bonus, stock option or other compensation benefits) which the Employee would have been eligible to participate in through the Termination Date based upon the benefit levels substantially equal to those that the Association provided for the Employee at the date of termination of employment. Said sum shall be paid, at the Employee’s Base Salary (as in effect on the Date option of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by either (I) in periodic payments over the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 remaining term of this Amended Agreement Agreement, as if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s 's employment had not been terminated. With respect to benefits set forth , or (II) in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost one lump sum within 10 days of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expiredtermination; provided, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c)however, to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide by the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay Association to the Employee, in equal semi-monthly installments, Employee hereunder shall not exceed 3 times the Employee’s Base Salary 's "average annual compensation". The Employee's "annual average compensation" shall be the average of the total annual "compensation" acquired by the Employee during each of the 5 fiscal years (as or the number of full fiscal years of employment, if the Employee's employment is less than 5 years at the termination thereof) immediately preceding the date of termination. The term "compensation" shall mean any payment of money or provision of any other thing of value in effect on the Date consideration of Termination) for 12 months after the Date of Terminationemployment, including, without limitation, base compensation, bonuses, pension and profit sharing plans, directors fees or committees fees, fringe benefits and deferred compensation accruals.

Without Cause. If this Amended Agreement shall be terminated Subject to the provisions of Section 11 hereof, the Board may, by the Company Without Cause: (a) the Company shall pay written notice to the Employee, in a lump sum in cash within 30 days after the Date of Terminationimmediately terminate his employment at any time for any reason; provided that if such termination is for any reason other than pursuant to Sections 9 (a) (b) or (c) above, the aggregate Employee shall be entitled to receive the following compensation and benefits: (i) the salary provided pursuant to Section 2 hereof, up to the date of expiration of the following amounts: term (1including any renewal term then in effect) if not theretofore of this Agreement (the "Termination Date"), plus said salary for an additional 12-month period, and (ii) the cost to the Employee of obtaining all health, life and disability benefits which the Employee would have been eligible to participate in through the Termination Date, based upon the benefit levels substantially equal to those that the Association provided for the Employee at the date of termination of employment. Said sum shall be paid, at the Employee’s Base Salary (as in effect on the Date option of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by either (I) in periodic payments over the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 remaining term of this Amended Agreement Agreement, as if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s 's employment had not been terminated. With respect to benefits set forth , or (II) in this subsection one lump sum within ten (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost 10) days of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expiredtermination; provided however, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide by the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay Association to the Employee, in equal semi-monthly installments, Employee hereunder shall not exceed two (2) times the Employee’s Base Salary 's "average annual compensation". The Employee's "average annual compensation" shall be the average of the total annual "compensation" acquired by the Employee during each of the five (as 5) fiscal years (or the number of full fiscal years of employment, if the Employee's employment is less than five (5) years at the termination thereof) immediately preceding the date of termination. The term "compensation" shall mean any payment of money or provision of any other thing of value in effect on the Date consideration of Termination) for 12 months after the Date of Terminationemployment, including, without limitation, base compensation, bonuses, pension and profit sharing plan, director fees or committee fees, fringe benefits and deferred compensation accruals.

Without Cause. If Notwithstanding any other provision of this Amended Agreement Section 5, the Board shall have the right to terminate Employee's employment with Employer without cause at any time upon at least thirty (30) days' prior written notice to Employee. In addition, it shall be terminated deemed for all purposes to be a Without Cause Termination ("WITHOUT CAUSE TERMINATION") if Employee terminates his employment by reason of (i) any action by Employer which results in a material diminution in Employee's then position (including status, titles and reporting requirements), authority, duties or responsibilities, but excluding, for this purpose, an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by Employer promptly after receipt of written notice from Employee, (ii) any repeated failure of Employer to comply with any of the provisions of this Agreement and which is not remedied by Employer in a reasonable period of time after receipt of written notice from Employee, (iii) a reduction in the Employee's level of compensation (including Base Salary, fringe benefits and any non-discretionary and objective standard incentive payment, but not including the bonus referred to in Section 4(b) unless the performance targets referred to have been met and such bonus is not paid by the Company Without Cause: Employer), (aiv) the Company shall pay Employer requiring Employee to be based at any office or location more than thirty-five (35) miles from the Employee's current place of employment, or (v) a "change in a lump sum control" shall occur. A "change in cash within 30 days after control" shall be deemed to occur upon the Date occurrence of Termination, the aggregate any of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the followingevents: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after acquisition by any person or entity of more than twenty-five percent (25%) of the Termination Datecombined voting power of the Employer's outstanding securities; or (ii) Employer stockholder approval of any amount reimbursable consolidation or paid in one tax year shall merger of the Employer with another corporation if, following the consolidation or merger, stockholders of the Employer immediately prior to such consolidation or merger would not affect beneficially own securities representing at least sixty percent (60%) of the amount to be reimbursed combined voting power of the outstanding voting securities of the surviving or paid in another tax yearcontinuing corporation; or (iii) if Employee is reimbursed during any period of twenty-four (24) consecutive months individuals who at the beginning of such period constitute the Board and qualified replacements cease for any expenses hereunder, he must provide reason to constitute a majority of the Company with reasonable documentation board. A director shall be a "qualified replacement" if the election or nomination for election by the Employer's stockholders of the director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such expensesperiod; or (iv) payments for such expenses will be made stockholder approval of any sale, lease, exchange or other transfer (in cash promptly after one transaction or a series of related transactions) of all or substantially all of the expenses are incurred but in no event later assets of the Employer other than the end to an entity (or entities) of Employee’s taxable year following the tax year in which the expenses are incurred; and Employer or the stockholders of the Employer immediately prior to such transactions beneficially own securities representing at least sixty percent (v60%) of the payments under this paragraph cannot be substituted for another benefit. (d) combined voting power of the Company outstanding voting securities. The following conditions shall pay to thereupon become applicable upon the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date occurrence of a Without Cause Termination) for 12 months after the Date of Termination.:

Without Cause. Either party may terminate this Agreement immediately without cause by giving written notice to the other. If this Amended Agreement shall be terminated by the Company Without Cause: terminates under this Section 7(b) within the first (a1st) full year of this Agreement, then the Company shall only be obligated to pay to the Employee that portion of the Base Salary due him through the date of termination, and accrued and unpaid expense reimbursement pursuant to Section 6 hereof. If, after the first (1st) full year of this Agreement, the Company terminates under this Section 7(b) or if the Employee resigns for "Good Reason" (as defined below), then the Company shall pay to the EmployeeEmployee an amount equal to the Base Salary in effect as of the date of termination multiplied by the greater of (A) the number of years (including partial years) remaining in the Term, or (B) the number two (2); (ii) any pro-rated Incentive Bonus earned by the Employee through the date of termination; (iii) any Transaction Bonus due the Employee in accordance with the terms of Section 4(b); and (iv) accrued and unpaid expense reimbursement pursuant to Section 6 hereof Such payment shall be made in a lump sum in cash within 30 days after on or before the Date fifth (5th) day following the date of Terminationtermination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (or as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred otherwise directed by the Employee; provided, all amounts of such compensation previously deferred however, that the pro-rated Incentive Bonus and not yet paid by the Company Transaction Bonus, if any, shall be paid in accordance with Sections 4(a) and 4(b), respectively. For purposes of this Section 4(b), the plan documents governing such deferrals; (b) term "Good Reason" shall mean a material and substantial reduction in the Company shallEmployee's responsibilities and duties hereunder, promptly upon submission which reduction was not preapproved in writing by the Employee of supporting documentation, pay or reimburse to employee. If the Employee any costs and expenses (including moving and relocation expensesterminates under this Section 7(b) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminatedother than for Good Reason, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, then the Company shall only be obligated to pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after Base Salary due him through the Termination Datedate of termination; (ii) any amount reimbursable or paid in one tax year shall not affect the amount accrued and unpaid expense reimbursement pursuant to be reimbursed or paid in another tax year; Section 6 hereof, and (iii) if Employee is reimbursed for any expenses hereunderTransaction Bonus, he must provide provided the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made transaction in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay question formally closed prior to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date date of Termination) for 12 months after the Date of Terminationtermination.

Without Cause. If this Amended Agreement shall be terminated by During the Term, the Company Without Cause:may terminate the Executive’s employment with the Company at any time without Cause upon thirty (30) days’ prior written notice; provided, however, that during such notice period, the Board, in its sole discretion, may relieve the Executive of all of his duties, responsibilities and authority with respect to the Company and may restrict Executive’s access to Company property; provided, further, that the Board’s exercise of such discretion shall not constitute Good Reason (as defined below). Upon such a termination of employment, the Company shall (ai) provide the Company shall pay to the Employee, Executive with those benefits described in a lump sum in cash within 30 days after the Date clauses (i) and (ii) of Termination, the aggregate of the following amounts:Section 6(a); (1ii) if not theretofore paid, continue providing the Employee’s Executive with Base Salary (as in effect on for a period of [SEVERANCE PERIOD] months following the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts date of such compensation previously deferred and not yet paid by termination of employment (the Company shall “Severance Period”), with such Base Salary to be paid in accordance with the plan documents governing Company’s regular payroll practice as if no such deferrals; termination of employment had occurred; provided, however, that the Executive’s right to receive the payments set forth in this clause (bii) of Section 6(c) shall be conditioned on the Company shallExecutive’s continued compliance with Sections 8 and 9 hereof and such payments shall not begin until the Executive signs and does not subsequently revoke a release of claims within sixty (60) days following such termination of employment, promptly upon submission by in substantially the Employee of supporting documentationform attached hereto as Exhibit A; provided, pay or reimburse to the Employee further, that if such sixty (60) day period spans two calendar years, any costs and expenses (including moving and relocation expensespayment set forth in this Section 6(c)(ii) paid or incurred by the Employee which that, but for this proviso, would have been payable under Section 4.5 of this Amended Agreement if paid prior to the EmployeeCompany’s employment had first payroll date in such second calendar year, shall not terminated, to be paid no later than 21/2 months after until such payroll date (but only to the end extent required to comply with Section 409A of the calendar year in which such expenses were incurredInternal Revenue Code of 1986, as amended (the “Code”)); and (ciii) for during the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of the Severance Period during which the Executive and the Executive’s eligible dependents are eligible for COBRA coverage, reimburse the Executive and the Executive’s eligible dependents for their COBRA premiums less any premiums and shall otherwise continue benefits amounts that the Executive would have been required to contribute for coverage under the Employee and/or Company’s health plans had the Employee’s family Executive remained employed by the Company, with such reimbursement to occur in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits procedures set forth in this subsection Section 4(e); provided, however, that if, at any time during the Severance Period, the Executive and the Executive’s eligible dependents cease to be eligible for COBRA coverage (cexcept as a result of Executive’s becoming eligible for coverage under the medical plans of a subsequent employer), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums Executive all reasonable premium costs incurred by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible Executive to elect continuation of provide private health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), Executive and the Executive’s eligible dependents that is substantially equivalent to the extent health insurance by which the Executive and the Executive’s eligible dependents were covered on the date of the Executive’s termination less any amounts that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums Executive would have been required to contribute for such coverage and had the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and Executive remained employed by the Company’s payment , until the earlier of such reimbursements or any other benefits under this Section 6.3(c(x) shall be subject to the following: termination of the Severance Period and (iy) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in date on which the expenses are incurred; and (v) Executive becomes eligible for coverage under the payments under this paragraph cannot be substituted for another benefitmedical plans of a subsequent employer. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement shall The employment of the Employee may be terminated without Cause at any time by the Company Without Cause: on delivery to the Employee of a written Notice of Termination (as defined in Section 9.1). In the event of such a termination without Cause pursuant to this Section 7.2 that constitutes Employee’s Separation From Service (as defined in Section 9.3), then on the Date of Termination (as defined in Section 9.2) pursuant to this Section 7.2, the Company shall, in lieu of any payments under Section 4.1 and 4.2 for the remainder of the Term, pay to the Employee an amount equal to the lesser of: (a) the Company shall pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary for a period of one (as in effect on 1) year from the Date date of Terminationtermination, and (b) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee’s Base Salary for the remainder of the Term. In addition, all amounts of such compensation previously deferred and not yet paid the Employee shall be entitled to the pro-rated target Bonus available to the Employee under Section 4.2 for the year in which the termination occurs. Such payment by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if and not as a lump sum payment. In addition, the Company will pay as incurred the Employee’s employment had not been terminated. With respect expenses, up to benefits set forth in this subsection Fifteen Thousand Dollars (c$15,000), associated with career counseling and resume development. The Company shall also pay to the extent possible, all insurance premium and/or benefit payments by Employee an amount equal to the Company shall be made so as to be exempt from Code Section 409A, and for Company’s portion (but not the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion Employee’s portion) of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group medical, dental and other health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health plan insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, his wife and children at the Employee’s Base Salary (as rate in effect on the Date of TerminationTermination for a period of one (1) for 12 months after year from the Date of Termination. In addition, on termination of the Employee under this Section 7.2, all of the Employee’s outstanding but unvested options and rights relating to capital stock of the Company shall immediately vest and become exercisable, and all RSUs and shares of the Company’s restricted stock issued to the Employee shall immediately vest and become unrestricted and freely transferable. The exercisability of any such options and rights shall be extended to the earlier of (A) the expiration of the term of such options and rights or (B) the first (1st) anniversary of the Date of Termination. The Employee acknowledges that extending the exercisability of any incentive stock options pursuant to this Section 7.2 or Sections 7.3 or 7.4 below, could cause such option to lose its tax-qualified status if it is an incentive stock option under the Internal Revenue Code of 1986, as amended (the “Code”) and agrees that the Company shall have no obligation to compensate the Employee for any additional taxes he incurs as a result.

Without Cause. This Agreement may be terminated pursuant to the terms of Section 2 or on thirty (30) days written notice (the thirtieth day following such notice being herein sometimes called the “Termination Date”) by the Company without cause, subject to the following provision. If this Amended Agreement shall be the Employee’s employment is terminated by the Company Without without Cause: (a) the Company shall pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly or upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured planDisability, the Employee shall pay receive an amount (the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), “Severance Amount”) equal to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission sum of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employeeone year’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination DateBase Compensation; plus (ii) any amount reimbursable or paid one year’s target bonus which Employee would have been entitled to receive for achieving budget for the year in one tax year shall not affect the amount to be reimbursed or paid in another tax yearwhich Employee’s employment was terminated; plus (iii) if Employee is reimbursed continuation of medical and dental insurance for any expenses hereunder, he must provide one year at the Company with reasonable documentation expense of such expensesCompany; plus (iv) payments for such expenses will full vesting of any outstanding stock options and the lapsing of any restrictions over any restricted shares owned by the Employee. The cash portion of the Severance Amount shall be made in cash paid to the Employee as promptly as practicable after the expenses are incurred but date of termination and in no event later than ten (10) days after termination. Notwithstanding any other provision of this Agreement, payment of the end Severance Amount and any other benefits hereunder is expressly contingent upon the Employee executing the Company’s standard form of Employee’s taxable year following release, which includes, among other provisions, a covenant by the tax year Employee not to xxx and a waiver and release of all further potential claims against the Company and its subsidiaries and their respective officers and directors. Payment of the Severance Amount shall be in which lieu of all other financial obligations of the expenses are incurred; Company to the Employee and (v) all other benefits in this Agreement shall cease as of the payments under this paragraph candate of termination. The Employee shall have no obligation to seek other employment or otherwise mitigate damages hereunder. For the avoidance of doubt, it is understood that the Company will pay all amounts owed to Employee prior to the date of termination, including incentive compensation earned up through the date of termination in the same manner as all other plan participants. Notwithstanding anything in the incentive compensation plan, Employee need not be substituted employed at the date the incentive payments are made to be eligible for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.this payment

Without Cause. If this Amended Agreement shall be terminated by During the Term, the Company Without Causemay terminate the Executive’s employment with the Company at any time without Cause upon thirty (30) days’ prior written notice; provided, however, that during such notice period, the Board, in its sole discretion, may relieve the Executive of all of her duties, responsibilities and authority with respect to the Company and may restrict Executive’s access to Company property; provided, further, that the Board’s exercise of such discretion shall not constitute Good Reason (as defined below). Upon such a termination of employment, the Company shall: (ai) provide the Executive with those benefits described in clauses (i) and (ii) of Section 6(a); (ii) pay the Executive any earned but unpaid annual bonus for the year immediately preceding the year of termination at the time the Company shall pay pays bonuses with respect to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts:such year to its executives generally; (1iii) if not theretofore paid, continue providing the Employee’s Executive with Base Salary (as in effect on for a period of 12 months following the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts date of such compensation previously deferred and not yet paid by termination of employment (the Company shall “Severance Period”), with such Base Salary to be paid in accordance with the plan documents governing Company’s regular payroll practice as if no such deferralstermination of employment had occurred; provided, however, that the Executive’s right to receive the payments set forth in this clause (iii) of Section 6(c) shall be conditioned on the Executive’s continued compliance with Sections 8 and 9 hereof and such payments shall not begin until the Executive signs and does not subsequently revoke a Separation Agreement and General Release within sixty (60) days following such termination of employment, in substantially the form attached hereto as Exhibit B; provided, further, that if such sixty (60) day period spans two calendar years, any payment set forth in this Section 6(c)(iii) that, but for this proviso, would have been paid prior to the Company’s first payroll date in such second calendar year, shall not be paid until such payroll date (but only to the extent required to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)); (biv) during the Severance Period the Company shall, promptly upon submission by shall provide Executive with a monthly benefit stipend payment in the Employee of supporting documentation, pay or reimburse gross amount equal to the Employee any costs one-hundred and expenses two percent (including moving 102%) of the monthly premium of the Company’s plans for continuation of Executive’s medical, dental, vision and relocation expenses) paid or incurred by prescription coverage on the Employee which would have been payable under Section 4.5 plans of this Amended Agreement if the EmployeeExecutive’s employment had not terminated, choice with such payments to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal regular payroll practices at least equal practice on or about the 15th calendar day of each calendar month during the Severance Period; provided, however, that the Executive’s right to those which would have been provided to them under Section 4.4 if receive the Employee’s employment had not been terminated. With respect to benefits payments set forth in this subsection clause (c)iv) of Section 6(c) shall be conditioned on the Executive’s continued compliance with Sections 8 and 9 hereof and such payments shall not begin until the Executive signs and does not subsequently revoke a Separation Agreement and General Release within sixty (60) days following such termination of employment, in substantially the form attached hereto as Exhibit B; provided, further, that if such sixty (60) day period spans two calendar years, any payment set forth in this Section 6(c)(iv) that, but for this proviso, would have been paid prior to the Company’s first payroll date in such second calendar year, shall not be paid until such payroll date (but only to the extent possiblerequired to comply with Section 409A of the Internal Revenue Code of 1986, all insurance premium and/or benefit payments by as amended (the Company shall be made so as “Code”)). (v) provide any stock-based compensation due to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect Executive pursuant to any benefits that are for medical, dental or vision expenses under a self-insured plan, written agreement between the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, Executive and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Terminationterms and conditions set forth therein.

Without Cause. If this Amended Agreement The Company may terminate the employment of Executive at any time without notice and without cause (as defined in Section 3.2) In such event, Executive shall be terminated entitled to (i) salary until the end of this agreement’s full term or twelve (12) months, whichever is greater, based on Executive’s monthly rate of base salary at the date of such termination, (ii) payment for accrued vacation days, including personal choice holidays and (iii) all bonuses that would otherwise have been accrued during the term of this agreement. The Company shall pay such sum of salary and vacation accrual in one payment within thirty (30) business days following the effective date of termination and shall pay merit or revenue-based bonuses on the dates on which they would have normally occurred throughout the full term of this agreement. The Company shall pay for health benefits equivalent to medical and dental benefits provided during Executive’s full time employment until the end of this agreement’s full term or twenty-four (24) months, whichever is greater. Furthermore, shares of any of the Executive’s stock subject to any lockups will be immediately released from such restrictions and registered by the Company Without Cause: (a) company within 30 days of termination without cause. Except for health coverage benefits to which Executive may be entitled, Executive will otherwise cease to accrue salary and other benefits upon the date of such final payment, other than the Company’s normal insurance policies for terminated employees. Notwithstanding the foregoing, the Company shall have no obligation to pay to the Employee, in a lump sum in cash within 30 days Executive any of such salary or such benefits that may accrue after the Date Company ceases to do business, liquidates substantially all of Termination, the aggregate its assets (except in connection with a sale of substantially all of the following amounts:assets of the Company as a going concern), or voluntarily or involuntarily becomes the subject of a proceeding under the Bankruptcy Code that is not dismissed within 60 days.” (1A) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company This agreement shall be paid construed and interpret-ed in accordance with the plan documents governing such deferrals;laws of the State of Delaware without giving effect to the conflict of laws rules thereof or the actual domiciles of the parties. (bB) Except as amended hereby, the Company shallterms and provisions of the Agreement shall remain in full force and effect, promptly upon submission by and the Employee Agreement is in all respects ratified and confirmed. On and after the date of supporting documentationthis agreement, pay or reimburse each reference in the Agreement to the Employee any costs "Agree-ment", "hereinafter", "herein", "herein-after", "hereunder", "hereof", or words of like import shall mean and expenses be a reference to the Agreement as amended by this agreement. (including moving C) This agreement may be executed in one or more counter-parts, each of which shall be deemed an original and relocation expensesall of which taken together shall constitute a single Amendment. (D) paid or incurred by the Employee which would have been payable under Section 4.5 The agreement may be deemed as executed upon receipt of this Amended Agreement if the Employee’s employment had not terminatedemail affirmation, to be paid no later than 21/2 months after the end followed by execution of the calendar year in which such expenses were incurred; and physically signed documents within five (c5) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefitbusiness days. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. Either party may terminate this Agreement immediately without cause by giving written notice to the other. If this Amended Agreement shall be terminated by the Company Without Cause:terminates under this Section 7(b): (ai) The Company shall pay the Employee all amounts owed through the date of termination; (ii) In lieu of any further salary and bonus payments or other payments due to the Employee for periods subsequent to the date of termination, under this Agreement or otherwise, the Company shall pay pay, as severance to the Employee, subject to the Employee executing and delivering to the Company a release of the Company and its affiliates from all known or unknown claims at the date of such termination based upon or arising out of this Agreement or the termination, in form reasonably acceptable to the Employee, the sum of: (A) An amount equal to the product of the Employee’s minimum base annual salary in effect as of the date of termination multiplied by the number three, plus (B) An amount equal to a pro rata portion of the bonus for the year in which the termination occurs, as provided in Section 4(e) (based on an annualized calculation as of the date of termination), which sum shall be made in a single lump sum in cash accordance with its normal payroll procedures within five days following the date of termination; (iii) All options granted to the Employee which had not vested as of the date of such termination shall vest concurrently with such termination, and, notwithstanding the terms of any option agreements, Employee may exercise any vested options, including by reason of acceleration, for a period after such termination which is the greater of what is provided in the respective option agreement, or 30 days days; (iv) All restricted stock awards, restricted stock unit awards, and other forms of equity compensation awards granted to the Employee, which had not vested as of the date of such termination, shall vest concurrently with such termination; (v) All Restricted Shares provided for in Amendment No. 3 to this Agreement to be granted after the Date date of Terminationsuch termination shall, if the aggregate Company is a reporting company under the Securities Exchange Act of 1934, as amended (the following amounts:“Exchange Act”), at the time of termination, be granted on the date of such termination; provided, however, if, in doing so, such grant shall exceed the limitations imposed under the Company Equity Plans, such excess shall be spread back to Dates of Grant within the period from the date of such Amendment No. 3 through the date of such termination in a manner that would result in the maximum number of Restricted Shares permitted to be granted to Employee under the Company Equity Plans during such period, and shall vest concurrently with such termination; (1vi) All Restricted Shares provided for in Amendment No. 3 to this Agreement to be granted after the date of such termination shall, if the Company is not theretofore paida reporting company under the Exchange Act at the time of termination, the Employee’s Base Salary (as in effect be granted on the Date date of Termination) through such termination either under a Company Equity Plan, or, if for some reason such Restricted Shares cannot be so granted, otherwise outside a Company Equity Plan as necessary to effect the Date of Terminationgrant, by the Company, and shall vest concurrently with such termination; and (2vii) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the The Company shall be paid maintain in accordance with full force and effect for the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by continued benefit of the Employee during the period commencing on the date of supporting documentation, pay or reimburse to termination and ending on the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by December 31 of the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of second calendar year following the calendar year in which such expenses were incurred; and the termination occurred, all employee benefit plans (c) except for the 12-month period commencing on company’s stock incentive plans) and programs in which the Date Employee was entitled to participate immediately prior to the date of Terminationtermination, provided that the Employee’s continued participation is not prohibited under the general terms and provisions of such plans and programs, but, if prohibited, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with shall, at the Company’s normal payroll practices at least equal to expense, arrange for substantially equivalent benefits; provided, however, that there shall only be included, and Employee shall only be entitled to, those which would have been provided to them benefit plans or programs that are exempt from the term “nonqualified deferred compensation plan” under Section 4.4 if 409A of the Employee’s Code. If the Employee voluntarily terminates his employment had not been terminated. With respect to benefits set forth in with the Company under this subsection (cSection 7(b), to the extent possible, all insurance premium and/or benefit payments by then the Company shall be made so as to be exempt from Code Section 409Anot pay him any separation or severance pay or other benefit in connection with his termination, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income but shall only be paid if such expenses are incurred during obligated to pay the 2 year period after Employee any unpaid portion of his base salary that he earned for services he performed through his date of termination. Notwithstanding any other provision in this Agreement, under no circumstances, will the Termination Date; (ii) Employee be permitted to exercise any amount reimbursable discretion to modify the vesting of an award or paid the amount, timing or form of payment described in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefitSection 7. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.”

Without Cause. If this Amended Agreement shall be terminated Subject to the provisions of Section 11 hereof, the Board may, by the Company Without Cause: (a) the Company shall pay written notice to the Employee, in a lump sum in cash within 30 days after the Date of Terminationimmediately terminate his employment at any time for any reason; provided that if such termination is for any reason other than pursuant to Sections 10 (a), (b) or (c) above, the aggregate Employee shall be entitled to receive the following compensation and benefits: (i) the Base Salary provided pursuant to Section 2 hereof, up to the date of expiration of the following amounts: term (1including any renewal term then in effect) if not theretofore of this Agreement (the "Termination Date"), plus the Base Salary for an additional 12-month period, and (ii) the cost to the Employee of obtaining all health, life, and disability benefits in which the Employee would have been eligible to participate in through the Termination Date based upon the benefit levels substantially equal to those that the Company provided for the Employee at the date of termination of employment. Said sum shall be paid, at the Employee’s Base Salary (as in effect on the Date option of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by either (I) in periodic payments over the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 remaining term of this Amended Agreement Agreement, as if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s 's employment had not been terminated. With respect to benefits set forth , or (II) in this subsection one lump sum within ten (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost 10) days of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expiredtermination; provided however, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide by the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, Employee hereunder shall not exceed two (2) times the Employee’s 's "average annual compensation." The Employee's "average annual compensation" shall be the average of the total annual "compensation" acquired by the Employee during each of the five (5) fiscal years (or the number of full fiscal years of employment, if the Employee's employment is less than five (5) years at the termination thereof) immediately preceding the date of termination. The term "compensation" shall mean any payment of money or provision of any other thing of value in consideration of employment, including, without limitation, Base Salary (as in effect on less any Salary Offset), compensation received under any Insurance Agreements against which the Date of Termination) for 12 months after the Date of TerminationEmployee's Base Salary is offset by a Salary Offset, bonuses, pension and profit sharing plans, directors fees or committees fees, fringe benefits and deferred compensation accruals.

Without Cause. If this Amended Agreement The Company may terminate Mr. Xxxxxx'x xmployment Without Cause (as defined below) by giving him ninety days' prior written notice thereof, in which event — 8.1.1. The Company shall be terminated continue to pay him his Base Payroll Salary then in effect through December 31, 2010 or for twelve full calendar months, whichever period is longer (the "Severance Period;") 8.1.2. During the Severance Period, the Company shall continue to cover Mr. Xxxxxx xnder the medical and dental plans sponsored by the Company Without Cause: for its employees with the same coverage he had immediately prior to the termination of his employment, provided that Mr. Xxxxxx xemits to the Company on a timely basis an amount equal to the applicable monthly COBRA premium (aless the COBRA administrative surcharge) for such continued coverage; and the Company shall pay to the Employee, in a lump sum in cash reimburse Mr. Xxxxxx xor any medical premium expenses incurred by him hereunder within 30 thirty days after the Date date of Terminationhis payment thereof. To the extent that any medical or dental expense or in-kind benefits provided for under this Section 8.1.2 are taxable to Mr. Xxxxxx xn a given year, any such expense shall be reimbursed to Mr. Xxxxxx xy the aggregate Company within thirty days of such expense being incurred by him, and any expenses reimbursed or in-kind benefits provided hereunder shall not affect the expenses eligible for reimbursement or in-kind benefits provided in any other year. 8.1.3. The Company shall pay Mr. Xxxxxx xn the manner and at the time set forth in Exhibit A, a portion of any Base Deferred Salary and of any Incentive Bonus that he would have earned had he remained an employee of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) Company through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which his employment terminated, such expenses were incurredportion to be based on the number of days during such year that he was an employee of the Company; and (c) for the 12-month period commencing on the Date of Termination, the 8.1.4. The Company shall pay the Company portion of permit him to purchase any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments maintained by the Company shall be made so as for its own benefit on his life at its then cash surrender value. The foregoing severance benefits are the only benefits and payments to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits which Mr. Xxxxxx xs entitled that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion arise out of the cost termination of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable employment under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit8.1. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If The Company may terminate Employee's employment under this Amended Agreement shall be terminated at any time without cause by the Company Without Cause: (a) the Company shall pay to the Employee, in giving Employee a lump sum in cash within 30 days after the Date Notice of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (Termination as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable provided under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which 7 hereof. In such expenses were incurred; and (c) for the 12-month period commencing on the Date of Terminationevent, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits Employee severance pay (“Severance Pay”) equal to the Employee and/or the Employee’s family remaining Base Salary for the Initial Term or for any Renewal Term, as applicable, in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each following payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the followingschedule: (i) if Employee’s employment is terminated within two (2) years following a “change in control” (as defined below), the Severance Pay will be paid in one lump sum six (6) months following Employee’s termination of employment; (ii) in all amounts other cases, Severance Pay shall be paid to Employee in equal installments on the Company’s regular payroll dates, with such installments to commence six (6) months after Employee's termination of employment (at which time Employee will receive a lump sum amount equal to the monthly payments that would have been paid during such six month period); provided, however, that if the payment of the Severance Pay meets an exemption under Internal Revenue Code Section 409A concerning the timing of payment of severance compensation, then the payment of the Severance Pay will commence (or be paid, in the case of a change in control) upon Employee's termination of employment. In addition, Company shall pay Employee (i) his pro rata portion of any annual bonus or other compensation to which he would have been entitled for the year during which the termination occurred, such payment to be made at such time that bonuses are paid under this paragraph to all employees, or if later, six (6) months after Employee's termination of employment (unless an exception to § 409A applies); and that are includable in (ii) Employee’s income COBRA health insurance premium payments (for the same coverage that Employee had in place prior to his termination) for the duration of the COBRA continuation period, or if earlier, until the Employee becomes eligible for health insurance because of employment with a different employer. Employee shall only be paid Severance Pay, pro rata bonuses and COBRA health insurance premium payments under this Section if he signs an agreement containing a release of claims against the Company, in a form substantially similar to that included in Exhibit A, attached hereto and incorporated herein. Employee will cease to be an employee of the Company as of the date specified in the Notice of Termination, and he will not receive or accrue any benefits of employment after such date, except as provided herein. Severance Pay, pro rata bonuses and COBRA health insurance premium payments shall not be paid to the Employee if Employee owns, manages, operates, joins, contracts with, or is employed by or connected in any manner with (whether as principal, partner, shareholder, member, director, officer, employee, agent or otherwise), any business which is competitive to the business engaged in by the Company. For purposes of this Agreement, a business shall be deemed to be competitive to the business engaged in by the Company if such expenses are incurred during business is engaged in the 2 year period after the Termination Date; (ii) any amount reimbursable same or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide similar business activities conducted by the Company with reasonable documentation of such expenses; in the same geographical area in which the Company conducts its business operations (ivor is actively pursuing business operations) payments for such expenses will be made in cash promptly after at the expenses are incurred but in no event later than the end time of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefittermination of employment. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement shall be terminated (i) The Company, at its option, may terminate the Employment Period without Cause at any time. (ii) Upon termination of the Employment Period by the Company Without without Cause: , (a1) the Company will pay the Executive’s then current Base Salary (but not any bonus) for the Post-Employment Restriction Period, provided, that no payment of Base Salary shall pay be due and payable to Executive during the Post-Employment Restriction Period if such payment would give rise to adverse tax consequences to Executive under Section 409A of the Code, and all such payments that would otherwise be payable during the Post-Employment Restriction Period shall become due and payable as soon as practicable after the date on which no such adverse tax consequences under Section 409A of the Code would be suffered by Executive, (2) the Company will provide the Executive with continued participation at the Company’s expense in the health benefit plan or programs maintained by the Company for the Post-Employment Restriction Period (which may at the Company’s election be pursuant to reimbursement of the applicable COBRA premium), provided that if the Executive secures employment during the Post-Employment Restriction Period and is eligible for coverage from the Executive’s new employer, such participation will terminate, and (3) with respect to any outstanding Equity Based Compensation granted by the Company to the EmployeeExecutive, in a lump sum in cash within vesting will cease on all unvested Equity Based Compensation as of the termination date, all unvested Equity Based Compensation will be forfeited on the termination date and all vested options and other Equity Based Compensation (with features similar to exercise) will be exercisable for 30 days after the Date of Termination, the aggregate of the following amounts: (1) termination date and will be forfeited if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred exercised by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefitdate. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If Employer may terminate Executive’s employment under this Amended Agreement without cause and without advance notice; provided, however, that Employer will pay (unless subparagraph 5(d) of this Agreement applies, in which case the provisions therein shall be terminated by govern), no later than fourteen (14) days from the Company Without Causetermination date in a lump sum: (ai) (i) his salary through the Company shall pay date of termination, (ii) for any unused vacation time, and (iii) for any unreimbursed business expenses that are subject to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts:reimbursement under Employer’s then current policy on business expenses. (1ii) if not theretofore paid, severance pay of twelve (12) months’ worth of Executive’s salary at the Employee’s Base Salary (as rate in effect on the Date termination date. (iii) the amount equal to to the cost of Terminationtwelve (12) through months’ medical insurance premiums at a monthly amount equal to the Date amount of TerminationCOBRA coverage in effect as of the termination date; and (2iv) an additional tax gross up payment in an amount necessary so that the case of compensation previously deferred amount received by Executive to cover COBRA premiums under Section 5(c)(iii) after all applicable witholding tax is deducted (using applicable supplemental wage witholding rates) is the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which full amount Executive would have been payable received under Section 4.5 of this Amended Agreement 5(c)(iii) if the Employee’s employment had not terminatedno tax witholding was made. Such payments will be subject to all appropriate deductions and withholdings. Upon termination, to be paid Executive will have no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect rights to any unvested benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income compensation. Executive shall only be paid if entitled to such expenses are incurred during severance pay if, within thirty (30) days following the 2 year period after date of termination, both Employer and Executive have signed (and then Executive does not rescind, as may be permitted by law) a mutual general release of claims in a form mutually acceptable to both parties (provided, however, that such release of claims shall only require each party to release the Termination Date; (ii) any amount reimbursable or paid in one tax year other party from claims relating directly to Executive’s employment and the termination thereof, and shall not affect require Executive to release claims relating to vested employee benefits or relating to other matters, including, but not limited to, claims relating to his status as a shareholder of the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefitCompany. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement The Company may also terminate the Executive's employment without Cause at any time upon not less than thirty (30) days' prior written notice to the Executive; provided, however, that in the event that such notice is given, the Executive shall be terminated by under no obligation to render any additional services to the Company Without Cause: (a) and shall be allowed to seek other employment. Upon the Executive's termination in accordance with the preceding sentence, the Company shall pay to the Employee, in Executive a single lump sum in cash cash, within 30 10 days after following the Date date of Terminationthe Executive's termination, unless another date is mutually agreed upon by the parties, equal to the aggregate amount of (i) unpaid salary, accrued but unpaid annual bonus and benefits (then owed, or accrued and owed in the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Terminationfuture) through the Date date of Terminationtermination, (ii) three times the Executive's base salary in effect immediately prior to such termination and three times Executive's annual target bonus, calculated as though the Executive had attained 100% of the target for the applicable year during which the termination occurs; and and (2iii) in the case of compensation previously deferred all unreimbursed expenses incurred by the EmployeeExecutive pursuant to Section 5, and the Executive shall be fully vested in all outstanding long-term incentive awards (whether based in equity or cash, and specifically including, but not limited to, stock options and restricted stock) then held by the Executive. In addition, all amounts health, life insurance, long-term disability, dental, and medical programs specified in Section 7, and all perquisites described in Section 8, shall continue for a period of such compensation previously deferred and not yet paid by three years commencing on the Executive's date of termination (the "Severance Term"); provided, however, that the Company shall in no event be paid in accordance with required to provide any coverage after such time as the plan documents governing Executive becomes entitled to receive benefits of the same type from another employer or recipient of the Executive's services (and provided, further, that such deferrals; (b) entitlement shall be determined without regard to any individual waivers or other similar arrangements). At the Company shallconclusion of the Severance Term, promptly upon submission by the Employee of supporting documentation, pay or reimburse Executive shall be entitled to receive all accrued benefits then owed and any benefits pursuant to the Employee any costs Company's plan or program which are accrued and expenses owed in the future. In addition, if a termination described in this Section 9(a)(2) occurs (including moving and relocation expensesA) paid or incurred by within the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 1218-month period commencing on the Date date of Terminationa Change of Control (as defined below), or (B) prior to a Change of Control and such termination was at the request of a third party who had memorialized an intention or taken steps reasonably calculated to effect a Change of Control or was otherwise in anticipation of a Change of Control, the Company Executive shall pay receive the Company portion payments and benefits described in this Section 9(a)(2), plus clear title, free of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c)liens, to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), car provided to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Executive pursuant to Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit8 herein. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. i. Either the Employee or the Employer may terminate the Employee’s employment hereunder at any time upon written notice. ii. If this Amended Agreement the Employee gives written notice pursuant to paragraph (i) above, the Employer shall be terminated by have the Company Without Cause: right to either (a) relieve the Company Employee, in whole or in part, of his duties under this Agreement or (b) to accelerate the date of termination of employment to coincide with the date on which the written notice is received. iii. Notwithstanding any provisions hereof to the contrary, the Employer may terminate Employee’s employment hereunder without cause at any time. If the Employer terminates the Employee’s Employment pursuant to the provisions of this Section 8(a), it shall pay to the Employee as a severance benefit, in cash, an amount equal to (a) twelve months of the Employee’s Monthly Base Salary plus (b) the higher of the bonus target for the current year or the bonus paid for the prior year, which amount shall be due and payable in a lump sum in cash within 30 not more than ten (10) days after such termination or such later date on which the Date of Terminationrevocation period for the release contemplated by Section 18 expires; provided, however, that this obligation shall terminate if the release has not been delivered and the revocation period has not expired within sixty 60 days after such termination. Additionally, the aggregate vesting of Equity Awards shall be accelerated on a pro rata basis determined by the number of completed months of service during the then current annual vesting period, the vested portions of such Equity Awards shall be exercisable for the period of time indicated in the terms of the following amounts: (1) if not theretofore paidEquity Award, the Employee’s Base Salary (as in effect on the Date and all other vesting of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred Equity Awards shall cease unless otherwise determined by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefitCompensation Committee. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement shall be terminated In the event of the termination of the Executive’s employment during the Employment Period by the Company Without Cause: without Cause (aincluding a deemed termination without Cause as provided in Section 3(f) herein), the Executive shall be entitled to: (i) any accrued but unused vacation, (ii) Base Salary through the Date of Termination (to the extent not theretofore paid), (iii) the Company shall pay to the Employee, in a lump sum in cash within 30 days after continuation of Base Salary for twelve (12) months following the Date of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company which shall be paid in accordance with the plan documents governing such deferrals; (b) Company’s ordinary payroll practices in effect from time to time, provided, however, that in the event the Company shalldetermines in good faith that such payments are subject to Section 409A of the Internal Revenue Code (the “Code”), promptly upon submission by the Employee first six (6) months of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to Base Salary shall be paid no later than 21/2 months after in a lump sum on the end sixth month anniversary of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, and the remaining six (6) months of payments shall be paid in accordance with the Company’s ordinary payroll practices as prescribed above, (iv) any earned but not paid Bonus for the Performance Cycle immediately preceding the Date of Termination, which shall be paid when such Bonuses are paid to other active employees, and (v) a pro-rata portion of the Bonus, if any, for the Performance Cycle in which the Date of Termination occurs (based on the achievement of the applicable performance criteria and related to the applicable Performance Cycle as described in Section 2(b)), which shall be paid when such Bonuses are paid to other active employees, provided, however that with respect to (iv) and (v) herein, if such payments are determined by the Company in good faith to be subject to Section 409A of the Code, such payments shall be paid on the later of (A) the date the Bonuses are paid under the Program, or (B) the sixth month anniversary of the Date of Termination. In addition, in the event of a termination by the Company without Cause: (1) if the Executive elects to continue the Company’s group health plans pursuant to his rights under COBRA, the Company shall pay the Executive’s COBRA continuation premiums until the earlier of (x) the date the Executive receives group health benefits from another employer or (y) the one-year anniversary of the Date of Termination; and (2) the Company portion of any premiums and shall otherwise continue benefits to will provide the Employee and/or the Employee’s family in accordance Executive with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments outplacement services from vendors designated by the Company shall be made so as for a period of six (6) months following the Date of Termination, not to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. exceed $5,000. Notwithstanding the foregoing, the payments and benefits provided in this Section 5 are subject to and conditioned upon the Executive executing a general release and waiver (in the form reasonably acceptable to the Company), waiving all claims the Executive may have against the Company, its successors, assigns, affiliates, executives, officers and directors, and such payments are subject to and conditioned upon the Executive’s compliance with respect to any benefits that are for medicalthe Restrictive Covenants provided in Sections 7 and 8 hereof. Except as provided in this Section 5(a), dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable no additional obligations under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefitAgreement. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If At any time during the Term, USG&E shall have the right to terminate this Amended Agreement and to discharge Employee without Cause, such termination to be effective upon delivery of written notice of termination to Employee. Upon any such termination by USG&E without Cause, and provided that Employee is otherwise in compliance with the provisions of Sections 4 and 5 below, Employee shall be terminated by the Company Without Causeentitled to receive: (ai) his Salary, plus any accrued but unpaid Bonus, through the Company shall pay date of termination; plus (ii) for each month remaining in the Term, an amount equal to the Employeemonthly portion of his Salary, in a lump sum in cash within 30 days after when and as the Date of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which same would have been due and payable under Section 4.5 of this Amended Agreement if hereunder but for such termination; plus (iii) any Bonus that is earned during the Employee’s employment had not terminatedyear in which the termination occurs, to be paid no later than 21/2 months after when and if USG&E meets the end bonus targets previously established for that particular year; plus (iv) continuing coverage for health, disability, dental or life insurance from USG&E's then existing fringe benefit programs for the remaining term of the calendar year in Agreement; provided, however, that USG&E's obligation shall end on the date on which such expenses were incurredthe Employee becomes covered by comparable benefits by a subsequent employer; andplus (cv) for all stock option grants, restricted stock grants or other equity grants issued during the 12-month period commencing on the Date term of Terminationthis Agreement, the Company shall pay the Company portion of any premiums will immediately vest and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), such securities to the extent possiblethey are options to purchase equity of the Company, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and will remain exercisable for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion lesser of the cost of such premiums by the 15th day unexpired term of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), option without regard to the extent that such amounts are taxable and not otherwise exempt termination of Employee's employment or two (2) years from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission date of reasonable documentation termination of such premiums, and the Company’s employment. Upon payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year hereunder, USG&E shall not affect the amount have any further obligations to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement shall be terminated by During the Term, the Company Without Cause:may terminate the Executive’s employment with the Company at any time without Cause upon thirty (30) days’ prior written notice; provided, however, that during such notice period, the Board, in its sole discretion, may relieve the Executive of all of his duties, responsibilities and authority with respect to the Company and may restrict Executive’s access to Company property; provided, further, that the Board’s exercise of such discretion shall not constitute Good Reason (as defined below). Upon such a termination of employment, the Company shall (ai) provide the Executive with those benefits described in clauses (i) and (ii) of Section 6(a); (ii) pay the Executive any earned but unpaid annual bonus for the year immediately preceding the year of termination at the time the Company shall pay pays bonuses with respect to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts:such year to its executives generally; (1iii) if not theretofore paid, continue providing the Employee’s Executive with Base Salary (as in effect on for a period of 12 months following the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts date of such compensation previously deferred and not yet paid by termination of employment (the Company shall “Severance Period”), with such Base Salary to be paid in accordance with the plan documents governing Company’s regular payroll practice as if no such deferralstermination of employment had occurred; provided, however, that the Executive’s right to receive the payments set forth in this clause (iii) of Section 6(c) shall be conditioned on the Executive’s continued compliance with Sections 8 and 9 hereof and such payments shall not begin until the Executive signs and does not subsequently revoke a release of claims within sixty (60) days following such termination of employment, in substantially the form attached hereto as Exhibit A; provided, further, that if such sixty (60) day period spans two calendar years, any payment set forth in this Section 6(c)(iii) that, but for this proviso, would have been paid prior to the Company’s first payroll date in such second calendar year, shall not be paid until such payroll date (but only to the extent required to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)); (biv) during the Company shallportion of the Severance Period during which the Executive and the Executive’s eligible dependents are eligible for COBRA coverage, promptly upon submission by reimburse the Employee of supporting documentation, pay or reimburse to Executive and the Employee Executive’s eligible dependents for their COBRA premiums less any costs and expenses (including moving and relocation expenses) paid or incurred by amounts that the Employee which Executive would have been payable required to contribute for coverage under Section 4.5 of this Amended Agreement if the EmployeeCompany’s employment health plans had not terminatedthe Executive remained employed by the Company, with such reimbursement to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family occur in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits procedures set forth in this subsection Section 4(e); provided, however, that if, at any time during the Severance Period, the Executive and the Executive’s eligible dependents cease to be eligible for COBRA coverage (cexcept as a result of Executive’s becoming eligible for coverage under the medical plans of a subsequent employer), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums Executive all reasonable premium costs incurred by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible Executive to elect continuation of provide private health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), Executive and the Executive’s eligible dependents that is substantially equivalent to the extent health insurance by which the Executive and the Executive’s eligible dependents were covered on the date of the Executive’s termination less any amounts that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums Executive would have been required to contribute for such coverage had the Executive remained employed by the Company, until the earlier of (x) the termination of the Severance Period and (y) the Company shall promptly reimburse date on which the Employee upon Employee’s submission Executive becomes eligible for coverage under the medical plans of reasonable documentation of such premiums, a subsequent employer; and (v) provide any stock-based compensation due to the Executive pursuant to any written agreement between the Executive and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Terminationterms and conditions set forth therein.

Without Cause. If this Amended Agreement shall be terminated by The Company in its sole discretion may terminate Executive’s employment without Cause (as defined above) or prior warning immediately upon written notice from the Company Without Cause: (a) Board to Executive, in which event, the Company shall pay to Executive all compensation and expense reimbursements owing for services rendered and reasonable business expenses incurred by Executive prior to the Employeeeffective date of termination, and provided such termination is a “separation from service” as such term is defined in a lump sum in cash within 30 days after the Date of Termination, the aggregate Section 409A(a)(2)(A)(i) of the following amounts: Internal Revenue Code of 1986, as amended (1the “Code”) if not theretofore paidand the applicable guidance thereunder, the Employeecontingent upon Executive’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by delivery to the Company shall be paid of an effective Release and Waiver as provided in accordance with the plan documents governing such deferrals; (bSection 3(e) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Terminationbelow, the Company shall pay also provide the following benefits to Executive: (i) severance consisting of continued payment of Executive’s base salary at the rate in effect as of the effective date of termination, less standard deductions and withholdings, for a period of nine (9) months following the effective date of termination, subject to acceleration of such payments into a single lump-sum cash severance payment in the event a Change in Control (as defined below, provided that the Change in Control is an event described in Code Section 409A(a)(2)(A)(v)) of the Company has occurred prior to the date of termination (but not more than two years prior to such termination) or a Change in Control occurs within ninety (90) days after the date of termination of Executive’s employment, provided that any such acceleration complies with the provisions of Code Section 409A(a)(3); (ii) to the extent that Executive is eligible to continue medical benefits under COBRA and upon timely election by Executive complying with COBRA, payment of all premiums required to continue Executive’s medical, dental and vision insurance coverage pursuant to COBRA for a period of nine (9) months following the date of termination (with Executive being responsible to pay that amount of the portion of any premiums the premiums, if any, that Executive would have been responsible to pay if Executive had remained an employee during such period) or, if earlier, the date that Executive accepts full time employment with another employer; and shall otherwise continue benefits (iii) immediate acceleration of the vesting of all options to purchase the common stock of the Company granted to Executive prior to the Employee and/or effective date of such termination (the Employee“Options”) such that Executive shall be deemed vested as to the same number of shares as if Executive had continued to be employed by the Company for a period of nine (9) months following the effective date of such termination (subject to the additional accelerated vesting provided in Section 4(b) in the event Executive is terminated by the Company without Cause within 90 days prior to or within 13 months following the effective date of a Change in Control) and all vested options held by Executive shall remain exercisable until the one year anniversary of the date of cessation of service. As a condition to receiving the continuing benefits specified in this Section 3(d), to the maximum extent permitted by applicable law, during the nine (9) month period following the Executive’s family termination date, Executive shall not engage in accordance any employment or business activity that is directly competitive with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had business activities as of such termination date and Executive shall not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by induce any employee of the Company shall be made so as to be exempt from Code Section 409A, and for leave the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion employ of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement shall be terminated by If, at any time prior to the earlier of (i) the date that is 12 months subsequent to the Effective Date, or (ii) the Employee's Normal Retirement Date (the "Salary Continuation Period"), the Company Without shall terminate the Employee's employment other than for Cause, Disability, or death or if the Employee shall terminate his employment: (a) the Company shall continue to pay to the Employee in accordance with its normal payroll practices the Employee, in a lump sum in cash within 30 days after 's base salary at an annual rate equal to the Date of Termination, the aggregate greater of the following amounts: Employee's (1i) if not theretofore paidhighest monthly base salary paid or payable by the Company during the twelve-month period immediately preceding the Effective Date, or (ii) the Employee’s Base Salary (as in effect on highest monthly salary paid or payable by the Company at any time from the 90-day period preceding the Effective Date of Termination) through the Date of Termination; and Termination (2) in the case "Highest Base Salary"), for the remainder of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals;Salary Continuation Period. (b) for the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end remainder of the calendar year in which Salary Continuation Period, or such expenses were incurred; and (c) for the 12-month longer period commencing on the Date of Terminationas any plan, program, practice or policy may provide, the Company shall pay the Company portion of any premiums continue to provide health insurance, life insurance and shall otherwise continue retirement benefits to the Employee and/or the Employee’s 's family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s 's employment had not been terminated. With , in accordance with the most favorable plans, practices, programs or policies of the Company and its subsidiaries during the 90-day period immediately preceding the Effective Date or, if more favorable to the Employee, as in effect at any time thereafter with respect to other key employees and their families and for purposes of eligibility for retirement benefits set forth in this subsection (c)pursuant to such plans, to practices, programs and policies, the extent possible, all insurance premium and/or benefit payments by the Company Employee shall be made so as considered to be exempt from Code Section 409A, have remained employed until the end of the Salary Continuation Period and for to have retired on the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. last day of such period. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and have no right to participate in any bonus plan of the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible subsequent to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement shall be terminated Subject to the provisions of Section 12 hereof, the Board may, by the Company Without Cause: (a) the Company shall pay written notice to the Employee, in a lump sum in cash within 30 days after the Date of Terminationimmediately terminate his employment at any time for any reason; provided that if such termination is for any reason other than pursuant to Sections 9 (a) (b) or (c) above, the aggregate Employee shall be entitled to receive the following compensation and benefits: (i) the base salary provided pursuant to Section 2 hereof, up to the date of expiration of the following amounts: term (1including any renewal term then in effect) if not theretofore of this Agreement (the "Termination Date"), plus said salary for an additional 12-month period, and (ii) the cost to the Employee of obtaining all health, life, disability and other benefits (excluding any bonus, stock option or other compensation benefits) which the Employee would have been eligible to participate in through the Termination Date based upon the benefit levels substantially equal to those that the Holding Company provided for the Employee at the date of termination of employment. Said sum shall be paid, at the Employee’s Base Salary (as in effect on the Date option of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by either (I) in periodic payments over the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 remaining term of this Amended Agreement Agreement, as if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s 's employment had not been terminated. With respect to benefits set forth , or (II) in this subsection one lump sum within ten (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost 10) days of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expiredtermination; provided however, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide by the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay Association to the Employee, in equal semi-monthly installments, Employee hereunder shall not exceed three (3) times the Employee’s Base Salary 's "average annual compensation". The Employee's "annual average compensation" shall be the average of the total annual "compensation" acquired by the Employee during each of the five (as 5) fiscal years (or the number of full fiscal years of employment, if the Employee's employment is less than five (5) years at the termination thereof) immediately preceding the date of termination. The term "compensation" shall mean any money or provision of any other thing of value in effect on the Date consideration of Termination) for 12 months after the Date of Terminationemployment, paid or guaranteed hereunder this Agreement, including, without limitation, base salary, bonuses, pension and profit sharing plans, directors fees or committee fees, fringe benefits and deferred compensation accruals.

Without Cause. If this Amended Agreement shall be terminated by The Company in its sole discretion may terminate Executive’s employment without Cause (as defined above) or prior warning immediately upon written notice from the Company Without Cause: (a) Board to Executive, in which event, the Company shall pay to Executive all compensation and expense reimbursements owing for services rendered and reasonable business expenses incurred by Executive prior to the Employeeeffective date of termination, and provided such termination is a “separation from service” as such term is defined in a lump sum in cash within 30 days after the Date of Termination, the aggregate Section 409A(a)(2)(A)(i) of the following amounts: Internal Revenue Code of 1986, as amended (1the “Code”) if not theretofore paidand the applicable guidance thereunder, the Employeecontingent upon Executive’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by delivery to the Company shall be paid of an effective Release and Waiver as provided in accordance with the plan documents governing such deferrals; (bSection 3(e) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Terminationbelow, the Company shall pay also provide the following benefits to Executive: (i) severance consisting of continued payment of Executive’s base salary at the rate in effect as of the effective date of termination, less standard deductions and withholdings, for a period of nine (9) months following the effective date of termination, subject to acceleration of such payments into a single lump-sum cash severance payment in the event a Change in Control (as defined below, provided that the Change in Control is an event described in Code Section 409A(a)(2)(A)(v)) of the Company has occurred prior to the date of termination (but not more than two years prior to such termination) or a Change in Control occurs within ninety (90) days after the date of termination of Executive’s employment, provided that any such acceleration complies with the provisions of Code Section 409A(a)(3); (ii) to the extent that Executive is eligible to continue medical benefits under COBRA and upon timely election by Executive complying with COBRA, payment of all premiums required to continue Executive’s medical, dental and vision insurance coverage to the extent permitted by COBRA for a period of nine (9) months following the date of termination (with Executive being responsible to pay that amount of the portion of any premiums the premiums, if any, that Executive would have been responsible to pay if Executive had remained an employee during such period) or, if earlier, the date that Executive accepts full time employment with another employer; and shall otherwise continue benefits (iii) immediate acceleration of the vesting of all options to purchase the common stock of the Company granted to Executive prior to the Employee and/or effective date of such termination (the Employee“Options”) such that Executive shall be deemed vested as to the same number of shares as if Executive had continued to be employed by the Company for a period of nine (9) months following the effective date of such termination (subject to the additional accelerated vesting provided in Section 4(b) in the event Executive is terminated by the Company without Cause within 90 days prior to or within 13 months following the effective date of a Change in Control) and all vested options held by Executive shall remain exercisable until the one year anniversary of the date of cessation of service. As a condition to receiving the continuing benefits specified in this Section 3(d), to the maximum extent permitted by applicable law, during the nine (9) month period following the Executive’s family termination date, Executive shall not engage in accordance any employment or business activity that is directly competitive with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had business activities as of such termination date and Executive shall not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by induce any employee of the Company shall be made so as to be exempt from Code Section 409A, and for leave the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion employ of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement shall be terminated by the Company Without Cause: (a) 6.2.1 the Company shall pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (1i) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and; (2ii) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals;Company; and (biii) an amount equal to the Annual Bonus that would have been payable to Employee for the calendar year of Employee's termination if this Agreement had not been terminated based upon the annualized Net Income as of the Date of Termination, less any payroll or withholding deductions required by law. 6.2.2 the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee prior to the Date of Termination which would have been payable under Section 4.5 of this Amended Agreement 4.6 hereof if the Employee’s 's employment had not terminated, to be paid no later than 21/2 ; 6.2.3 for a period of 6 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s 's family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 4.5 hereof if the Employee’s 's employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit.and (d) 6.2.4 the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date for a period of Termination) for 12 6 months after the Date of TerminationTermination less any payroll or withholding deductions required by law.

Without Cause. If The Company may terminate this Amended Agreement shall be terminated by without Cause effective immediately upon notice to Employee. In the event the Company Without terminates this Agreement without Cause: (a) , the Company shall pay to Employee in addition to the amounts under the first sentence of Subsection B(i) above, a cash payment equal to two times the sum of: (i) Employee’s then current annual Base Salary, as adjusted for any increase thereto and (ii) an amount equal to the bonus paid to Employee for the prior year (provided that, if no incentive bonus was paid in a lump sum in cash within 30 days after the Date of Termination, prior year the aggregate amount shall be 50% of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (“target amount” as in effect on the Date of Termination) through the Date of Termination; and (2) defined in the case of compensation previously deferred by Company’s Incentive Compensation Plan for the Employee, all year in which notice is given). Any amounts of such compensation previously deferred and not yet paid by the Company payable under this subparagraph shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee equal monthly installments over a period of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid 24 months commencing no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and sixty (c60) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the days following Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c)Termination Date, to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to applicable withholdings and shall be subject to Employee signing a Release (as defined below) on or before the following: sixtieth (i60th) day following Employee’s Termination Date and all amounts revocation periods applicable to such Release having expired on or prior to the sixtieth (60th) day following Employee’s Termination Date. Such payments will commence within sixty (60) days following Executive’s termination, with the exact commencement of payments to be paid under determined in the sole discretion of the Company, provided that if such sixty (60) day period commences in one calendar year and ends in the next, the payments will commence in the second calendar year with the first payment to include all payment that would have otherwise been made but for the provisions of this paragraph sentence. For the avoidance of doubt, Employee shall not be entitled to any severance and bonus payments if the Employee has not signed the Release, and if all revocation period applicable to the Release have not expired on or prior to the sixtieth (60th) day following Employee’s Termination Date. In addition, the severance and bonus payments outlined in this Section are contingent on Employee fully complying with the terms of the Confidentiality and Noncompetition Agreement signed contemporaneously herewith. If Employee fails to so comply, Employee agrees that the Company has the right to cease making the payments described in this Section and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) is entitled to recover from Employee any payments for such expenses will be it has already made in cash promptly after the expenses are incurred but in no event later than the end of to Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d5. The first paragraph of Section 3(B)(iii) of the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (Agreement is hereby amended as in effect on the Date of Termination) for 12 months after the Date of Termination.follows:

Without Cause. If The Company may terminate this Amended Agreement shall be terminated by without Cause effective immediately upon notice to Employee. In the event the Company Without terminates this Agreement without Cause: (a) , the Company shall pay to Employee in addition to the amounts under the first sentence of Subsection B(i) above, a cash payment equal to two times the sum of: (i) Employee’s then current annual Base Salary, as adjusted for any increase thereto and (ii) an amount equal to the bonus paid to Employee for the prior year (provided that, if no incentive bonus was paid in a lump sum in cash within 30 days after the Date of Termination, prior year the aggregate amount shall be 50% of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (“target amount” as in effect on the Date of Termination) through the Date of Termination; and (2) defined in the case of compensation previously deferred by Company’s Incentive Compensation Plan for the Employee, all year in which notice is given). Any amounts of such compensation previously deferred and not yet paid by the Company payable under this subparagraph shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee equal monthly installments over a period of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid 24 months commencing no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and sixty (c60) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the days following Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c)Termination Date, to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to applicable withholdings and shall be subject to Employee signing a Release (as defined below) on or before the following: sixtieth (i60th) day following Employee’s Termination Date and all amounts revocation periods applicable to such Release having expired on or prior to the sixtieth (60th) day following Employee’s Termination Date. Such payments will commence within sixty (60) days following Executive’s termination, with the exact commencement of payments to be paid under determined in the sole discretion of the Company, provided that if such sixty (60) day period commences in one calendar year and ends in the next, the payments will commence in the second calendar year with the first payment to include all payment that would have otherwise been made but for the provisions of this paragraph sentence. For the avoidance of doubt, Employee shall not be entitled to any severance and bonus payments if the Employee has not signed the Release, and if all revocation period applicable to the Release have not expired on or prior to the sixtieth (60th) day following Employee’s Termination Date. In addition, the severance and bonus payments outlined in this Section are contingent on Employee fully complying with the terms of the Confidentiality and Noncompetition Agreement signed contemporaneously herewith. If Employee fails to so comply, Employee agrees that the Company has the right to cease making the payments described in this Section and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) is entitled to recover from Employee any payments for such expenses will be it has already made in cash promptly after the expenses are incurred but in no event later than the end of to Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement shall be terminated by (i) The Company may terminate the Company Without Cause: (a) the Company shall pay Executive’s employment hereunder without Cause at any time upon written notice to the EmployeeExecutive. Upon such termination, the Executive shall, in a lump sum in cash within 30 days after addition to the Date of TerminationAccrued Termination Obligations, have the aggregate right to receive from the Company, for eighteen (18) months, (A) continued payment of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as at the rate in effect on the Date date of Terminationtermination in accordance with the Payroll Policies (all such payments, collectively, the “Severance Payments”) through and (B) reimbursement from the Date of Termination; and Company for the premiums the Executive pays for any continued medical and dental coverage for the Executive and the Executive’s eligible dependents under the Company’s group health plans for eighteen (218) in months following the case of compensation previously deferred by the Employee, all amounts date of such compensation previously deferred and not yet paid by termination as provided in Section 7(j); provided, however, that the Company shall be entitled to amend or terminate any plans which are applicable generally to the Company’s senior executives, officers or other employees. Notwithstanding the foregoing, if the Executive accepts other employment, the Company’s obligation under Section 7(j) to reimburse the Executive for the premiums paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentationExecutive for COBRA Coverage (as that term is defined below in Section 7(j)) shall immediately cease upon Executive’s becoming eligible to participate in comparable medical and dental coverage pursuant to such other employer’s plans, pay or reimburse subject to his right to continue coverage at the Executive’s own expense to the extent required under COBRA. If the Executive is not a Specified Employee any costs as of the date of termination and expenses (including moving the Executive has timely signed and relocation expenses) paid or incurred delivered to the Company, by the Employee deadline established by the Company, a Release, which would have been payable under Section 4.5 of this Amended Agreement if has become irrevocable by the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Terminationtime set forth below, the Company shall pay the Company portion of any premiums and shall otherwise continue Executive the cash severance benefits to the Employee and/or the Employee’s family described in clause (A) in accordance with the Payroll Policies commencing on the first payroll date under the Payroll Policies that coincides with or immediately follows the date that is sixty (60) days following the date of the Executive’s Separation From Service. The Executive will not be permitted to specify the year in which his payment will be made. If the 60-day period spans two taxable years of the Executive, the cash severance benefits will begin to be paid in the later of such taxable years. In the event that the Company is described in Section 409A(a)(2)(B)(i) of the Code and the Executive is a Specified Employee and the Executive has timely signed and delivered to the Company, by the deadline established by the Company, a Release, which has by that time become irrevocable, the Company shall pay the Executive the cash severance benefits described in clause (A) in accordance with the Payroll Policies; provided, however, that the payments for the first six (6) months, to the extent (if any) such payments are subject to Section 409A, shall be accumulated and paid to the Executive on the date that is six (6) months and one day following the date of the Executive’s Separation From Service to the extent that earlier payment would result in adverse tax consequences under Section 409A. Whether the Executive is or is not a Specified Employee, the Executive will not be paid the cash severance benefits described in clause (A) or entitled to the benefits described in clause (B) (subject to the Executive’s rights under COBRA) and the Executive shall forfeit any right to such payments and benefits, unless (i) the Executive has signed and delivered to the Company the Release and (ii) the period for revoking the Release shall have expired (in the case of both clauses (i) and (ii)) prior to the date that is sixty (60) days following the date of the Executive’s Separation From Service. Further, in the event that the Executive’s employment is terminated under this Section 7(d), subject to the delivery to the Company of a signed Release that is not subsequently revoked, all unvested equity awards shall be permitted to continue to vest, if at all, in accordance with the terms of the applicable grant agreements during a period of six (6) months following the Executive’s termination date as though the Executive remained an employee for such period and, at the end of such 6-month period, all equity awards that remain unvested shall be immediately forfeited. (ii) In the event that the Executive’s employment is terminated under this Section 7(d) within one (1) year after the effective date of a Covered Transaction (as defined in the Company’s normal payroll practices at least equal 2011 Omnibus Incentive Plan), (A) the Executive shall, in addition to those which would the Accrued Termination Obligations, have been the right to receive from the Company the same Severance Payments and benefits described above in this Section 7(d) provided that the salary continuation and COBRA premium reimbursements shall extend by six (6) months to them under Section 4.4 if a period of twenty-four (24) months and (B) all outstanding unvested equity awards issued to the Employee’s employment had not been terminatedExecutive shall accelerate and vest in full as of the termination date. With respect to benefits The remaining terms and conditions set forth in this subsection (cSection 7(d), including the provisions of Section 7(d) relating to the extent possiblerequirement of a Release, all insurance premium and/or benefit payments shall apply as written. (iii) It is further acknowledged and agreed by the Company shall be made so as parties that the actual damages to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding Executive in the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion event of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable termination under this Section 6.3(c)7(d) would be difficult if not impossible to ascertain, to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409Aand, therefore, the Employee salary and benefit continuation provisions set forth in this Section 7(d) shall pay be the premiums for such coverage Executive’s sole and exclusive remedy in the Company shall promptly reimburse the Employee upon Employee’s submission case of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits termination under this Section 6.3(c7(d) shall and shall, as liquidated damages or severance pay or both, be subject to considered for all purposes in lieu of any other rights or remedies, at law or in equity, which the following: (i) all amounts to be paid under this paragraph and that are includable Executive may have in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation case of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefittermination. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If In the event of (i) the termination of your employment by PNC Bank without Cause (other than for death or Disability) during the Employment Period or (ii) your resignation because of a material breach by PNC Bank or its affiliates of a provision of this Amended Agreement (provided, that before resigning due to such a material breach: (A) you shall provide the Company written notice that identifies the material breach that you believe PNC Bank or its affiliate has made, and (B) solely with respect to material breaches for which remedial action is possible, PNC Bank or its affiliate shall have failed to remedy such event or condition within 30 days after PNC Bank receives the written notice from you described in clause (A)), and subject to execution and non-revocation of the release agreement referred to below and your compliance with the restrictive covenants set forth in this Agreement, you shall be terminated by the Company Without Cause: entitled to, within ten (a10) the Company shall pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: Termination (1) if not theretofore paidpayment of the Accrued Obligations, (2), payment of an amount equal to the Employee’s value of the portion of your Annual Base Salary (as in effect on from the Date of Termination) Termination through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year Employment Period (assuming no such termination had occurred) that has not yet been paid, (3) to the extent not paid, the Restrictive Covenant Payment and the Special Payment, (4) if such termination is (x) prior to the grant of the Restricted Shares, an amount in which such expenses were incurred; and cash equal to the Restricted Share Value and (cy) for on or after the 12-month period commencing on grant of the Restricted Shares, immediate vesting effective as of the date immediately preceding the Date of Termination, the Company shall pay the Company portion Termination of any premiums of the Restricted Shares that are unvested as of such date, and shall otherwise continue benefits to (5) the Employee and/or Other Benefits. In addition, in the Employee’s family in accordance with event of (i) the Company’s normal payroll practices at least equal to those which would have been termination of your employment by PNC Bank without Cause (other than for death or Disability) during the Employment Period or (ii) your resignation because of a material breach by PNC Bank or its affiliates of a provision of this Agreement that is not cured, as provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c)above, to the extent possible, all insurance premium and/or benefit payments by the Company you shall be made so as entitled to be exempt from Code Section 409A, and for continued participation in the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health life insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent plans that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.you were

Without Cause. If this Amended Agreement shall be terminated by the Company Without Cause: (a) the Company shall pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section Sections 4.5 and 4.7 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. Either party may terminate this Agreement immediately without cause by giving written notice to the other. If this Amended Agreement shall be terminated by the Company Without Cause: (a) the Company terminates under this Section 7(b), then it shall pay to the Employee an amount equal to the product of (i) the Employee's minimum annual base salary in effect as of the date of termination, plus the greater of either (x) the highest bonus paid for any year during which this Agreement was in effect, or (y) Employee's minimum base salary in effect as of the date of termination ("Base Year Bonus"), times (ii) the number of years (including partial years) remaining in the Term or the number 2 (two), whichever is greater. The Company shall make such payment in a lump sum in cash within 30 days after on or before the Date fifth day following the date of Terminationtermination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (or as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred otherwise directed by the Employee. In addition, all amounts options granted to the Employee which had not vested as of the date of termination hereunder shall vest immediately and the Company shall maintain in full force and effect for the continued benefit of the Employee for the number of years (including partial years) remaining in the Term, all employee benefit plans and programs in which the Employee was entitled to participate immediately prior to the date of termination, provided that the Employee's continued participation is possible under the general terms and provisions of such compensation previously deferred plans and not yet paid by programs. In the event that the Employee's participation in any such plan or program is prohibited, the Company shall, at its expense, arrange to provide the Employee with benefits substantially similar to those which the Employee would otherwise have been entitled to receive under such plans and programs for which his continued participation is prohibited. If the Employee terminates under this Section 7(b), then the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by obligated to pay the Employee the minimum annual base salary due him through the date of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefittermination. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement At any time during the Employment Period, TIMCO shall have the right to terminate the Employment Period and to discharge the Employee without cause effective upon delivery of written notice to the Employee. Upon any such termination by TIMCO without Cause, and provided that Employee is otherwise in compliance with the provisions of Sections 6 and 7 hereof, the Employee shall be terminated by entitled to receive the Company Without Cause: following: (ai) the Company TIMCO shall pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate Employee all of the following amounts: Employee’s accrued but unpaid Salary and vacation pay through the date of termination, (1ii) if not theretofore paidTIMCO shall continue to pay the Employee his Salary payable in accordance with Section 2(a) for two (2) years from the date of termination, when and as the same would have been due and payable hereunder but for such termination, (iii) all health benefits in which Employee was entitled to participate at any time during the 12-month period prior to the date of termination, until the earliest to occur of the second anniversary of the date of termination, the Employee’s Base Salary death, or the date on which the Employee becomes covered by a comparable health benefit plan by a subsequent employer; provided, however, that in the event that Employee’s continued participation in any health benefit plan of the Company is prohibited, the Company will arrange to provide Employee with benefits substantially similar to those which Employee would have been entitled to receive under such plan for such period on a basis which provides Employee with no additional after tax cost, (as in effect on iv) all stock option grants, or other stock grants issued during the Date term of Termination) through this Agreement, will immediately vest and such options will remain exercisable for the Date lesser of Termination; and the unexpired term of the option without regard to the termination of Employee’s employment or two (2) years from the date of termination of employment and (v) all long term incentive cash grants and bonuses provided to the Employee shall immediately vest as if all targets and conditions had been met and shall be paid by TIMCO to the Employee at such times as TIMCO would have been required to make such payments if this Agreement had remained in effect, provided, however, that in the case of compensation previously deferred by incentives partially or completely contingent on the Employeeproviding of service for a specific period of time, all amounts of such compensation previously deferred and not yet the total amount to be paid by the Company TIMCO shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse equal to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred maximum amount payable if all conditions were met, multiplied by a fraction, the Employee numerator of which is the period of service that would have been payable under Section 4.5 of this Amended Agreement served if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end terminated as of the calendar last day of the fiscal year in which such expenses were incurred; and his employment was terminated, and the denominator of which is the total period of time specified as a condition to the incentive (c) for collectively, the 12-month period commencing on foregoing consideration payable to the Date of TerminationEmployee shall be referred to herein as the “Severance Payment”). Other than the Severance Payment, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits have no further obligation to the Employee and/or except for the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits obligations set forth in Section 12 of this subsection (c), to Agreement after the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost date of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefittermination. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If Employer may terminate Executive’s employment under this Amended Agreement without cause and without advance notice; provided, however, that Employer will pay (unless subparagraph 5(d) of this Agreement applies, in which case the provisions therein shall be terminated by govern), no later than fourteen (14) days from the Company Without Causetermination date in a lump sum: (ai) (i) his salary through the Company shall pay date of termination, (ii) for any unused vacation time, and (iii) for any unreimbursed business expenses that are subject to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts:reimbursement under Employer’s then current policy on business expenses. (1ii) if not theretofore paid, severance pay of six (6) months’ worth of Executive’s salary at the Employee’s Base Salary (as rate in effect on the Date termination date. (iii) the amount equal to to the cost of Terminationsix (6) through months’ medical insurance premiums at a monthly amount equal to the Date amount of TerminationCOBRA coverage in effect as of the termination date; and (2iv) an additional tax gross up payment in an amount necessary so that the case of compensation previously deferred amount received by Executive to cover COBRA premiums under Section 5(c)(iii) after all applicable witholding tax is deducted (using applicable supplemental wage witholding rates) is the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which full amount Executive would have been payable received under Section 4.5 of this Amended Agreement 5(c)(iii) if the Employee’s employment had not terminatedno tax witholding was made. Such payments will be subject to all appropriate deductions and withholdings. Upon termination, to be paid Executive will have no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect rights to any unvested benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income compensation. Executive shall only be paid if entitled to such expenses are incurred during severance pay if, within thirty (30) days following the 2 year period after date of termination, both Employer and Executive have signed (and then Executive does not rescind, as may be permitted by law) a mutual general release of claims in a form mutually acceptable to both parties (provided, however, that such release of claims shall only require each party to release the Termination Date; (ii) any amount reimbursable or paid in one tax year other party from claims relating directly to Executive’s employment and the termination thereof, and shall not affect require Executive to release claims relating to vested employee benefits or relating to other matters, including, but not limited to, claims relating to his status as a shareholder of the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefitCompany. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement shall The employment of the Employee may be terminated without Cause at any time by the Company Without Cause: on delivery to the Employee of a written Notice of Termination (as defined in Section 9.1). In the event of such a termination without Cause pursuant to this Section 7.2 that constitutes Employee’s Separation From Service (as defined in Section 9.3), then on the Date of Termination (as defined in Section 9.2) pursuant to this Section 7.2, the Company shall, in lieu of any payments under Section 4.1 and 4.2 for the remainder of the Term, pay to the Employee an amount equal to the lesser of: (a) the Company shall pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary for a period of one (1) year from the date of termination, and (b) the Employee’s Base Salary for the remainder of the Term. In addition, the Employee shall be entitled to the pro-rated target Bonus available to the Employee under Section 4.2 for the year in which the termination occurs, taking into account the bonus categories and weighting under the Company’s bonus plan and the Company’s and Employee’s achievement thereunder as in effect on of the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid . Such payment by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if and not as a lump sum payment. In addition, the Company will pay as incurred the Employee’s employment had not been terminated. With respect expenses, up to benefits set forth in this subsection Fifteen Thousand Dollars (c$15,000), associated with career counseling and resume development. The Company shall also pay to the extent possible, all insurance premium and/or benefit payments by Employee an amount equal to the Company shall be made so as to be exempt from Code Section 409A, and for Company’s portion (but not the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion Employee’s portion) of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the medical, dental and other health plan insurance for Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, spouse and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during children at the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as rate in effect on the Date of TerminationTermination for a period of one (1) for 12 months after year from the Date of Termination. In addition, on termination of the Employee under this Section 7.2, all of the Employee’s outstanding but unvested options and rights relating to capital stock of the Company shall immediately vest and become exercisable, and all RSUs and shares of the Company’s restricted stock issued to the Employee shall immediately vest and become unrestricted and freely transferable. The exercisability of any such options and rights shall be extended to the earlier of (A) the expiration of the term of such options and rights or (B) the first (1st) anniversary of the Date of Termination. The Employee acknowledges that extending the exercisability of any incentive stock options pursuant to this Section 7.2 or Sections 7.3 or 7.4 below, could cause such option to lose its tax-qualified status if it is an incentive stock option under the Internal Revenue Code of 1986, as amended (the “Code”) and agrees that the Company shall have no obligation to compensate the Employee for any additional taxes he incurs as a result.

Without Cause. If this Amended This Agreement shall may be terminated by the Company Without Cause: (a) Company, at any time after the first anniversary of the Commencement Date, without cause immediately upon giving written notice to the Employee of such termination. In such event, the Company shall continue to pay to the Employee, in a lump sum in cash within 30 days after Employee the Date of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid Compensation in accordance with the plan documents governing such deferrals; (b) normal payroll practices of the Company shallfor a period of (i) twelve months commencing with the effective date of any termination pursuant to this Section 7(c), promptly upon submission by or (ii) such lesser period commencing with the Employee effective date of supporting documentationany termination pursuant to this Section 7(c) and ending on the third anniversary of the Commencement Date; provided, pay or reimburse however, that Employee’s right to receive any such payment shall be subject to the Employee any costs complying with the terms of this Agreement. Additionally, the Company shall have the right, at its election if made on or before the time of termination, to continue to pay the Employee the Base Compensation for an additional period of up to six months, and expenses (including moving and relocation expenses) paid or incurred if the Company so elects, the Employee shall be bound by the Employee which would have been payable under Section 4.5 provisions of Sections 5(d) and 5(e) of this Amended Agreement if for such additional period. Notwithstanding the foregoing, no amount shall be payable to the Employee pursuant to this Paragraph 7(c) unless (y) such Employee’s termination of employment is a separation from service (within the meaning of Section 409A of the Internal Revenue Code and the regulations thereunder), and (z) the amount payable to the Employee pursuant to this Paragraph 7(c) shall not exceed two times the lesser of (A) the sum of the Employee’s employment had not terminated, compensation (as defined in Treasury Regulation Section 1.415-1(d)(2)) for services provided to be paid no later than 21/2 months after the end of Company as an employee for the calendar year preceding the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or has a separation from service, or (B) the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall maximum amount that may be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses taken into account under a self-insured plan, qualified plan pursuant to Section 401(a)(17) of the Employee shall pay the premiums Internal Revenue Code for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If Subject to the notice provisions set forth in Section 2 hereof, the Company may terminate this Amended Agreement and Executive's services at any time for any reason, and after any required notice is provided to Executive he shall continue to perform his duties under this Agreement during the notice period if the Company so elects. In connection with the termination of Executive's services without Cause during the Term of this Agreement, pursuant to this Section 4(a)(1), Executive (and Executive's eligible dependents with respect to paragraph (D) below) shall be terminated by the Company Without Causeentitled to receive: (aA) all accrued but unpaid amounts of the Base Salary and vacation through the effective date of termination, payable upon termination and in accordance with the provisions of Sections 3(a) and 3(d) above; (B) if such termination occurs during the Original Term, a termination payment in an amount equal to the product of (x) the Company shall pay number of full and partial years remaining in the Original Term, and (y) the sum of (i) Executive's then current Base Salary and (ii) a bonus payment equal to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate 100% of the following amounts: (1) average annual bonus paid to Executive for the two most recent calendar years in which he received a bonus, or if not theretofore paidno such bonus payments were made to Executive, the Employee’s a bonus payment equal to 50% of his then current Base Salary (the sum of the amounts determined by adding clauses (i) and (ii) is in the aggregate hereinafter referred to as in effect on the Date "One-Year Pay Equivalent"), and the product of Termination(x) and (y) shall be payable within thirty (30) days of the effective date of termination; (C) any vested benefits or amounts pursuant to Sections 3(c), 3(e) and 3(f) hereof through the Date effective date of Terminationtermination, payable in accordance with the provisions of any such plan(s); and (2D) if such termination occurs during the Original Term, (i) the Company-paid health insurance benefits specified in Section 3(c)(1) above for a period of twelve (12) months following the case effective date of compensation previously deferred termination and (ii) following such period, Executive shall be entitled to all rights afforded to him under the federal Consolidated Omnibus Budget Reconciliation Act ("COBRA") to purchase continuation coverage of health insurance benefits for himself and his dependents for the maximum period permitted by law. If such termination occurs during the EmployeeExtended Term, Executive will be entitled to all amounts rights afforded to him under COBRA to purchase continuation coverage of health insurance benefits for himself and his dependents for the maximum period permitted by law. In the event that Executive is terminated without Cause pursuant to this Section 4(a)(1) or resigns for Good Reason and within 12 months from the effective date of such compensation previously deferred and not yet paid by termination or resignation there is a "Change in Control" of the Company (as defined below), then Executive shall be paid in accordance with entitled to receive the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), Section 4(d) hereof to the extent possible, all insurance premium and/or benefit payments and in the amount that such benefits exceed the amounts paid or received by the Company shall be made so as Executive pursuant to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c4(a)(1), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement The Company may terminate Mr. Xxxxxxx'x xmployment Without Cause (as defined below) by giving him ninety days' prior written notice thereof, in which event — 8.1.1. The Company shall be terminated continue to pay him his Base Payroll Salary then in effect through December 31, 2010 or for twelve full calendar months, whichever period is longer (the "Severance Period;") 8.1.2. During the Severance Period, the Company shall continue to cover Mr. Xxxxxxx xnder the medical and dental plans sponsored by the Company Without Cause: for its employees with the same coverage he had immediately prior to the termination of his employment, provided that Mr. Xxxxxxx xemits to the Company on a timely basis an amount equal to the applicable monthly COBRA premium (aless the COBRA administrative surcharge) for such continued coverage; and the Company shall pay to the Employee, in a lump sum in cash reimburse Mr. Xxxxxxx xor any medical premium expenses incurred by him hereunder within 30 thirty days after the Date date of Terminationhis payment thereof. To the extent that any medical or dental expense or in-kind benefits provided for under this Section 8.1.2 are taxable to Mr. Xxxxxxx xn a given year, any such expense shall be reimbursed to Mr. Xxxxxxx xy the aggregate Company within thirty days of such expense being incurred by him, and any expenses reimbursed or in-kind benefits provided hereunder shall not affect the expenses eligible for reimbursement or in-kind benefits provided in any other year. 8.1.3. The Company shall pay Mr. Xxxxxxx xn the manner and at the time set forth in Exhibit A, a portion of any Base Deferred Salary and of any Incentive Bonus that he would have earned had he remained an employee of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) Company through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which his employment terminated, such expenses were incurredportion to be based on the number of days during such year that he was an employee of the Company; and (c) for the 12-month period commencing on the Date of Termination, the 8.1.4. The Company shall pay the Company portion of permit him to purchase any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments maintained by the Company shall be made so as for its own benefit on his life at its then cash surrender value. The foregoing severance benefits are the only benefits and payments to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits which Mr. Xxxxxxx xs entitled that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion arise out of the cost termination of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable employment under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit8.1. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement The Company may terminate Xx. Xxxxxxx'x employment Without Cause (as defined below) by giving him ninety days' prior written notice thereof, in which event — 8.1.1. The Company shall be terminated continue to pay him his Base Payroll Salary then in effect through December 31, 2010 or for twelve full calendar months, whichever period is longer (the "Severance Period;") 8.1.2. During the Severance Period, the Company shall continue to cover Xx. Xxxxxxx under the medical and dental plans sponsored by the Company Without Cause: for its employees with the same coverage he had immediately prior to the termination of his employment, provided that Xx. Xxxxxxx remits to the Company on a timely basis an amount equal to the applicable monthly COBRA premium (aless the COBRA administrative surcharge) for such continued coverage; and the Company shall pay to the Employee, in a lump sum in cash reimburse Xx. Xxxxxxx for any medical premium expenses incurred by him hereunder within 30 thirty days after the Date date of Terminationhis payment thereof. To the extent that any medical or dental expense or in-kind benefits provided for under this Section 8.1.2 are taxable to Xx. Xxxxxxx in a given year, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of any such compensation previously deferred and not yet paid expense shall be reimbursed to Xx. Xxxxxxx by the Company within thirty days of such expense being incurred by him, and any expenses reimbursed or in-kind benefits provided hereunder shall be paid not affect the expenses eligible for reimbursement or in-kind benefits provided in accordance with any other year. 8.1.3. The Company shall pay Xx. Xxxxxxx in the plan documents governing such deferrals; (b) manner and at the time set forth in Exhibit A, a portion of any Base Deferred Salary and of any Incentive Bonus that he would have earned had he remained an employee of the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after through the end of the calendar year in which his employment terminated, such expenses were incurredportion to be based on the number of days during such year that he was an employee of the Company; and (c) for the 12-month period commencing on the Date of Termination, the 8.1.4. The Company shall pay the Company portion of permit him to purchase any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments maintained by the Company shall be made so as for its own benefit on his life at its then cash surrender value. The foregoing severance benefits are the only benefits and payments to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits which Xx. Xxxxxxx is entitled that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion arise out of the cost termination of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable employment under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit8.1. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement shall be terminated by During the Term, the Company Without Causemay terminate the Executive’s employment with the Company at any time without Cause upon thirty (30) days’ prior written notice; provided, however, that during such notice period, the CEO, in his sole discretion, may relieve the Executive of all of his duties, responsibilities and authority with respect to the Company and may restrict Executive’s access to Company property; provided, further, that the CEO’s exercise of such discretion shall not constitute Good Reason (as defined below). Upon such a termination of employment, the Company shall: (ai) provide the Executive with those benefits described in clauses (i) and (ii) of Section 6(a); (ii) pay the Executive any earned but unpaid annual bonus for the year immediately preceding the year of termination at the time the Company shall pay pays bonuses with respect to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts:such year to its executives generally; (1iii) if not theretofore paid, continue providing the Employee’s Executive with Base Salary for a period of 6 months (as in effect on the Date of Termination) through the Date of Termination; and (2) 12 months in the case of compensation previously deferred by a termination occurring after an IPO) following the Employee, all amounts date of such compensation previously deferred and not yet paid by termination of employment (the Company shall “Severance Period”), with such Base Salary to be paid in accordance with the plan documents governing Company’s regular payroll practice as if no such deferralstermination of employment had occurred; provided, however, that the Executive’s right to receive the payments set forth in this clause (iii) of Section 6(c) shall be conditioned on the Executive’s continued compliance with Sections 8 and 9 hereof and such payments shall not begin until the Executive signs and does not subsequently revoke a release of claims within sixty (60) days following such termination of employment, in substantially the form attached hereto as Exhibit B; provided, further, that if such sixty (60) day period spans two calendar years, any payment set forth in this Section 6(c)(iii) that, but for this proviso, would have been paid prior to the Company’s first payroll date in such second calendar year, shall not be paid until such payroll date (but only to the extent required to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)); (biv) during the Company shallportion of the Severance Period during which the Executive and the Executive’s dependents are eligible for COBRA coverage, promptly upon submission by reimburse the Employee of supporting documentation, pay or reimburse to Executive and the Employee Executive’s eligible dependents for their COBRA premiums less any costs and expenses (including moving and relocation expenses) paid or incurred by amounts that the Employee which Executive would have been payable required to contribute for coverage under Section 4.5 of this Amended Agreement if the EmployeeCompany’s employment health plans had not terminatedthe Executive remained employed by the Company, with such reimbursement to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family occur in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits procedures set forth in this subsection Section 4(e); provided, however, that if, at any time during the Severance Period, the Executive and the Executive’s eligible dependents cease to be eligible for COBRA coverage (cexcept as a result of Executive’s becoming eligible for coverage under the medical plans of a subsequent employer), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums Executive all reasonable premium costs incurred by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible Executive to elect continuation of provide private health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), Executive and the Executive’s eligible dependents that is substantially equivalent to the extent health insurance by which the Executive and the Executive’s eligible dependents were covered on the date of the Executive’s termination less any amounts that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums Executive would have been required to contribute for such coverage had the Executive remained employed by the Company, until the earlier of (x) the termination of the Severance Period and (y) the Company shall promptly reimburse date on which the Employee upon Employee’s submission Executive becomes eligible for coverage under the medical plans of reasonable documentation of such premiums, a subsequent employer; (v) provide any stock-based compensation due to the Executive pursuant to any written agreement between the Executive and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to , on the following: (i) all amounts to be paid under this paragraph terms and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Dateconditions set forth therein; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit.and (dvi) pay the Company shall pay Executive the Carve-out Bonus, if any, that the Executive is or becomes entitled to under the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date terms of Termination) for 12 months after the Date of TerminationSection 4(d).

Without Cause. If Employer may terminate this Amended Agreement and Executive's employment at any time for any reason or for no reason at all upon 30 days' prior written notice to Executive. In connection with the termination of Executive's services pursuant to this Section 4(a)(i), Executive shall be terminated by the Company Without Cause: entitled to receive (aA) the Company shall pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate all accrued but unpaid amounts of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date effective date of Termination; and (2) in the case of compensation previously deferred by the Employeetermination, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid payable in accordance with the plan documents governing such deferrals; provisions of Section 3(a); (bB) a termination distribution in an amount equal to the sum of (x) the Company shallamount of the Base Salary then applicable, promptly upon submission by plus (y) the Employee average of supporting documentation, pay or reimburse the amounts payable to Executive pursuant to the Employee any costs and expenses (including moving and relocation expensesprovisions of Section 3(b) paid or incurred by for the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of two calendar years immediately preceding the calendar year in which such expenses were incurredthe effective date of the termination of this Agreement occurs (the sum of the amounts determined by adding subsection (x) and (y) is in the aggregate hereinafter referred to as the "Normal Termination Distribution"), and the Normal Termination Distribution shall be payable within 30 days of the effective date of termination; and and (cC) for any vested benefits or amounts pursuant to Sections 3(c), 3(d), 3(e) and 3(f) through the 12-month period commencing on the Date effective date of Terminationtermination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family payable in accordance with the Company’s normal payroll practices at least equal provisions of any such plan(s). In addition, Executive and his eligible dependents shall be entitled to those which would have been provided receive (x) the health insurance benefits specified in Section 3(c) for a period of 12 months following the effective date of termination (the "Company Continuation Period"), and following such time period, Executive shall be entitled to them all rights afforded to him under the federal Consolidated Omnibus Budget Reconciliation Act ("COBRA") to purchase continuation coverage of such health insurance benefits for himself and his dependents for the maximum period permitted by law and (y) the life insurance benefits specified in Section 4.4 if 3(f) for a period of 12 months following the Employee’s employment had not been terminatedeffective date of termination. With respect to clause (x) of the preceding sentence, to the extent required by applicable law, Executive shall be deemed to have elected to exercise his rights under COBRA as of the first day of the Company Continuation Period. In the event that Executive is terminated without Cause pursuant to this Section 4(a)(i) and within 12 months from the effective date of such termination there is a Change in Control of Employer (as defined below), then Executive shall be entitled to receive the benefits set forth in this subsection (c), Section 4(e) to the extent possible, all insurance premium and/or benefit payments and in the amount that such benefits exceed the amounts paid or received by the Company shall be made so as Executive pursuant to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c4(a)(i), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement shall The employment of the Employee may be terminated without Cause at any time by the Company Without Cause: on delivery to the Employee of a written Notice of Termination (as defined in Section 9.1). In the event of such a termination without Cause pursuant to this Section 7.2 that constitutes Employee’s Separation From Service (as defined in Section 9.3), then, subject to the Employee’s execution and non-revocation of a general release of all claims against the Company and its affiliates within sixty (60) days, or such shorter period of time specified by the Company, following the Date of Termination (as defined in Section 9.2), the Company shall, in lieu of any payments under Section 4.1 and 4.2 for the remainder of the Term, pay to the Employee an amount equal to the lesser of: (a) the Company shall pay to the Employee, in ’s Base Salary for a lump sum in cash within 30 days after period of one (1) year from the Date of Termination, the aggregate of the following amounts: and (1b) if not theretofore paid, the Employee’s Base Salary for the remainder of the Term (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company “Severance”). The Severance shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal and is subject to those which all withholding requirements under applicable law, with the first such payment to be paid on the sixtieth (60th) day following the Date of Termination inclusive of any installments that would have been provided to them under Section 4.4 if paid had such continuation payments commenced on the Employee’s employment had not been terminatedDate of Termination. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured planIn addition, the Employee shall pay be entitled to the premiums pro-rated target Bonus available to the Employee under Section 4.2 for such coverage the year in which the termination occurs, taking into account the bonus categories and weighting under the Company’s bonus plan and the Company’s and Employee’s achievement thereunder as of the Date of Termination. Further, the Company will pay as incurred the Employee’s expenses, up to Fifteen Thousand Dollars ($15,000), associated with career counseling and resume development. The Company shall reimburse also pay to the Employee for an amount equal to the Company Company’s portion (but not the Employee’s portion) of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the medical, dental and vision plan insurance for Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, spouse and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during children at the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as rate in effect on the Date of TerminationTermination for a period of one (1) for 12 months after year from the Date of Termination (the “Health Insurance Benefit”). Notwithstanding the previous sentence, with regard to such continuation coverage, if the Company determines in its sole discretion that it cannot provide the foregoing benefit without potentially violating applicable law or potentially incurring penalties, excise taxes and fees pursuant to the Internal Revenue Code of 1986, as amended (the “Code”) and the Department of Treasury regulations promulgated thereunder (including, without limitation, Section 2716 of the Public Health Service Act), the Health Insurance Benefit shall terminate and the Employee shall not be eligible to receive any further benefits related to the Health Insurance Benefit other than as otherwise required by applicable law. In addition, on termination of the Employee under this Section 7.2, all of the Employee’s outstanding but unvested Options and rights relating to capital stock of the Company shall immediately vest and become exercisable, and all RSUs and shares of the Company’s Restricted Stock issued to the Employee shall immediately vest and become unrestricted and freely transferable. The exercisability of any such Options and rights shall be extended to the earlier of (i) the expiration of the term of such Options and rights or (ii) the first (1st) anniversary of the Date of Termination. The Employee acknowledges that extending the exercisability of any incentive stock options pursuant to this Section 7.2 or Sections 7.3 or 7.4 below, could cause such option to lose its tax-qualified status if it is an incentive stock option under the Code and agrees that the Company shall have no obligation to compensate the Employee for any additional taxes she incurs as a result.

Without Cause. If this Amended Agreement shall be Executive is involuntarily terminated by the Company Without Cause: , (ai) the Company Executive shall pay be entitled to the Employeecontinue to receive his full Base Salary, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) Termination Date, through the Date remainder of Termination; and the Employment Period (2as in effect immediately prior to the delivery of the Termination Notice and without regard to the automatic extension provisions of paragraph 4(a) hereof) (the "Remaining Term") so long as Executive has not breached the provisions of paragraphs 6, 7 or 8, (ii) the Company will maintain in full force and effect, for Executive's continued benefit, until the earlier of (A) the expiration of the Remaining Term or (B) Executive's 65th birthday, all life, medical and dental insurance programs in which Executive was entitled to participate so long as his continued participation is possible under the general terms and provisions of such programs (provided that, in the case event Executive's participation in any such program is barred, the Company will arrange to provide Executive with benefits substantially similar to those which he was entitled to receive under such programs) and thereafter the Company will make such insurance coverage available to Executive (at Executive's expense) until Executive attains age 65 or obtains employment with another employer that makes such (or similar) insurance available to its employees and Executive is eligible to be covered under such insurance, whichever occurs first and (iii) notwithstanding any provision in the Annual Cash Bonus Plan to the contrary, Executive shall become fully vested and have a nonforfeitable interest in the benefits which he has accrued under the Annual Cash Bonus Plan as of compensation previously deferred the Termination Date and he shall be given full credit under the Plan for the benefit that he would have accrued for the plan year during which the Termination Date occurs (which determination may take into account whether Company performance goals established by the Employeeplan or its administrator for such year have been met, all amounts of such compensation previously deferred and but which may not yet paid take into account whether personal performance goals established for Executive by the plan or its administrator have been met) as if he were employed by the Company on the last day of such plan year. The amounts payable in respect of accrued benefits under the Annual Cash Bonus Plan shall be paid payable at the time provided for in, and in accordance with the plan documents governing such deferrals; provision of, the Annual Cash Bonus Plan. The amounts payable pursuant to this paragraph 5(c) in respect of Base Salary may be payable, at Executive's discretion, in one lump sum payment within 30 days following the Termination Date equal to the present value (bdetermined using a discount rate equal to the "prime" rate of interest charged by Chase Manhattan Bank in New York plus two (2) percentage points) of the payments otherwise payable pursuant to this paragraph 5(c). This paragraph 5(c) sets forth Executive's exclusive remedy for a termination of his employment Without Cause and Executive shall have no other right or remedy against the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefitconnection therewith. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement shall be In the event Employee's employment is terminated by the Company Without without Cause, and conditioned upon Employee executing a full waiver and release of all potential claims against the Company, Employee shall be entitled to receive, as his sole and exclusive remedy, the payments and benefits set forth on the schedule below, which are in addition to any earned but unpaid Base Salary and Variable Compensation through the date of termination, as well as any accrued but unused vacation and vested benefits to which Employee is entitled in accordance with the terms of any applicable Employee Benefit plan: (ai) the Company shall pay to the Effective Date through October 31, 2005. If Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid 's employment is terminated by the Company without Cause during the period beginning on the Effective Date and ending on October 31, 2005, Employee shall be entitled to (x) a lump-sum payment equal to Employee's Base Salary and maximum Variable Compensation under the terms of the Employee's then-current Sales Commission Plan for the period from the date of termination through April 30, 2006, subject to all applicable tax withholdings, (y) reimbursement for Employee's COBRA premiums from the date of termination through April 30, 2006, paid in accordance with the plan documents governing such deferrals;Company's normal reimbursement procedures and policies and (z) vesting acceleration of those of Employee's unvested Company stock options that, but for Employee's termination, would have vested as of April 30, 2006. (bii) November 1, 2005 through April 30, 2006. If Employee's employment is terminated by the Company shallwithout Cause during the period beginning on November 1, promptly upon submission by 2005 and ending on April 30, 2006, Employee shall be entitled to (x) a lump-sum payment equal to six (6) months of Employee's Base Salary and Variable Compensation under the Employee terms of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated's then-current Sales Commission Plan, subject to be all applicable tax withholdings, (y) reimbursement for six (6) months of COBRA premiums, paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s 's normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the reimbursement procedures and policies and (z) six (6) months vesting acceleration of any of Employee’s 's unvested Company stock options. (iii) On or After May 1, 2006. If Employee's employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments is terminated by the Company without Cause on or after May 1, 2006, Employee shall be made so as entitled to be exempt from Code Section 409A(x) a lump-sum payment equal to four (4) months of Employee's Base Salary or $45,000, whichever is greater, subject to all applicable tax withholdings and (y) reimbursement for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion four (4) months of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and paid in accordance with the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph 's normal reimbursement procedures and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefitpolicies. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement shall be In the event that Section 7.6 does not apply and, (a) if the Term is terminated by the Company Without Cause: without Cause (aother than by reason of the Executive’s death or Permanent Disability), in addition to any other remedies available, (b) if the Executive terminates the Term for Good Reason, or (c) the Company shall pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate Term of the following amounts: (1) if Agreement is not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid extended by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shallpursuant to Section 2.1 hereof, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, then the Company shall pay the Company portion Executive a lump sum within thirty (30) days of any premiums and his termination of employment in an amount equal to two years of his Base Salary at the rate in effect at the time of the Executive’s termination of employment through the end of his term of employment as determined by Section 2.1 of this Agreement (the “Continuation Period”), which shall otherwise continue benefits to the Employee and/or the Employee’s family be paid in accordance with the Company’s normal payroll practices periods and practices, and two years of the annual bonus (at least an amount equal to those which the pro rata portion of the Executive’s last year annual bonus, if any), and unpaid vacation time and sick leave, he would have been provided eligible to them under Section 4.4 receive in the fiscal year in which the termination occurs, as if he had continued to work the Employeeentire year through the anniversary of the Effective Date. In addition, the Company shall pay the premium for continuation coverage for the Executive and each of his dependents who at the Date of Termination was covered by the Company’s employment had not been terminated. With respect to benefits set forth in this subsection (c)group health plan, but only to the extent possiblethe Executive and each such dependent has made a valid election to continue coverage under such plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, all insurance premium and/or benefit payments by as amended (“COBRA”), until the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion end of the cost of Continuation Period; provided, however, that such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents continuation coverage shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), terminate to the extent that such amounts are taxable the Executive is offered or obtains medical or hospitalization benefits coverage from any other employer during the Continuation Period. All of the Executive’s unvested stock options and not otherwise exempt from deferred any other unvested benefits under any compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and or employee benefit plan of the Company shall promptly reimburse held by the Employee upon Employee’s submission Executive at the date of reasonable documentation termination will immediately vest and, in the case of such premiumsstock options, and become exercisable for a period of the Company’s payment shorter of such reimbursements or any other benefits under this Section 6.3(c) shall be subject the exercise period in effect immediately prior to the following: Executive’s date of death or the period ending twenty-four (i24) all amounts to be paid under this paragraph and that are includable in Employeemonths from the Executive’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation date of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefittermination. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement shall be terminated by the Company Without Cause: (a) In the event that Executive is Terminated Without Cause, as hereinafter defined, during the Term, and provided such termination constitutes a “separation from service” as such term is defined in Section 409A of the Internal Revenue Code of 1986, as amended, and the regulatory and other guidance promulgated thereunder (“Section 409A”), and further subject to the Executive's compliance with his obligations under the agreement referenced in Sections II and V herein, and his execution of a release of claims in favor of the Company shall pay and NovaBay in a form acceptable to the EmployeeCompany in the Company’s sole discretion (the “Release”), in a lump sum in cash within 30 days after Executive shall be entitled to an amount equal to the Date of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the EmployeeExecutive’s annualized Base Salary (as in effect on the Date date of Terminationtermination or separation from service plus the full target annual bonus percentage for the then current fiscal year (with it deemed that all performance goals have been met at one hundred percent (100%) through of budget or plan) (the Date of Termination; and (2) in “Severance Amount”). Subject to Section VII, the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall Severance Amount will be paid in accordance twelve (12) equal consecutive monthly installments, with the plan documents governing such deferrals; installments commencing within sixty (b60) days following Executive’s separation from service, provided that (i) the Company shallRelease is executed, promptly upon submission by the Employee of supporting documentation, pay or reimburse delivered to the Employee any costs Company and expenses not revoked by Executive during the applicable revocation period, and (including moving ii) if such sixty (60) day period begins in one calendar year and relocation expenses) paid or incurred by ends in the Employee which would next calendar year, Executive shall not designate, nor have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminatedright to designate, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminatedinstallment payments commence. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or The amounts payable under this Section 6.3(c), IV.B.2 shall be in addition to Executive’s earned wages through the extent that such amounts are taxable and not otherwise exempt date his employment is terminated from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment , his accrued but unused vacation, reimbursements of such reimbursements or his outstanding expenses incurred and submitted in compliance with Company policies and any other benefits under this Section 6.3(c) shall be subject to portion of his compensation earned through the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid termination date, if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefitany. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement shall be terminated by during the Employment Period, the Company Without Cause: shall terminate the Executive’s employment without Cause (awhich, for this purpose, shall include non-renewal), except in either such case within twenty-four (24) months following a Change in Control (as defined below), the Company shall pay to the Employee, in a lump sum in cash Executive or his heirs (1) within 30 ten (10) days after the Date of Termination, the aggregate sum of the following amounts: (1) if not theretofore paid, the EmployeeExecutive’s Base Salary (as in effect on the Date of Termination) through the Date of Termination, to the extent not theretofore paid, plus all accrued PTO pay, unreimbursed business expenses and other accrued but unpaid compensation described in Section 2(b) above (the “Accrued Obligations”); and (2) in any amount arising from the case of compensation previously deferred by the EmployeeExecutive’s participation in, all or benefits under, any Investment Plans (“Accrued Investments”), which amounts of such compensation previously deferred and not yet paid by the Company shall be paid payable in accordance with the plan documents governing terms and conditions of such deferrals; Investment Plans; (b3) subject to Executive’s execution and nonrevocation of a general release in favor of Aeroflex, its affiliates and their current and former officers, directors and employees, in substantially the form attached hereto as Exhibit A within 30 days following the date of such termination (the “Release”), commencing, notwithstanding any provision to the contrary in Sections 4(a)(3)(A)-(C), on the 30th day following such Date of Termination (provided that, payments or benefits that would otherwise have been owed to Executive prior to the 30th day after the Date of Termination shall be made to or on behalf of Executive on the 30th day after the Date of Termination), (A) an amount equal to the Executive’s Base Salary payable for the one-year period immediately following the Date of Termination as if the Executive had not been terminated and remained an employee through the expiration of such period together with an amount equal to one times the Target Bonus; (B) the Company shallunpaid bonus, promptly upon submission by based on the Employee of supporting documentation, pay or reimburse to Company’s actual performance for the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year Fiscal Year in which such expenses were incurred; and (c) for the 12-month period commencing on Date of Termination occurs, if any, prorated to the Date of Termination, such bonus, if any, to be paid at the time that the Company shall pay pays bonuses, if any, to other senior executives of the Company portion Company; and (C) the Executive and qualifying members of any premiums and shall otherwise continue benefits to the Employee and/or the EmployeeExecutive’s family in accordance with shall be entitled to continue to participate, at the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if expense, in the EmployeeCompany’s employment had not been terminated. With respect to benefits set forth in this subsection (c)Welfare Plans, to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for including medical, dental or vision expenses under a selfand prescription coverage, for said one-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefitperiod. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement shall be terminated Subject to the provisions of Section 11 hereof, the Board may, by the Company Without Cause: (a) the Company shall pay written notice to the Employee, in a lump sum in cash within 30 days after the Date of Terminationimmediately terminate his employment at any time for any reason; provided that if such termination is for any reason other than pursuant to Sections 10 (a), (b) or (c) above, the aggregate Employee shall be entitled to receive the following compensation and benefits: (i) the salary provided pursuant to Section 2 hereof, up to the date of expiration of the following amounts: term (1including any renewal term then in effect) if not theretofore of this Agreement (the "Termination Date"), plus said salary for an additional 12-month period, and (ii) the cost to the Employee of obtaining all health, life, and disability benefits which the Employee would have been eligible to participate in through the Termination Date based upon the benefit levels substantially equal to those that the Company provided for the Employee at the date of termination of employment. Said sum shall be paid, at the Employee’s Base Salary (as in effect on the Date option of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by either (I) in periodic payments over the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 remaining term of this Amended Agreement Agreement, as if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s 's employment had not been terminated. With respect to benefits set forth , or (II) in this subsection one lump sum within ten (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost 10) days of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expiredtermination; provided however, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide by the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, Employee hereunder shall not exceed two (2) times the Employee’s Base Salary 's "average annual compensation". The Employee's "annual average compensation" shall be the average of the total annual "compensation" acquired by the Employee during each of the five (as 5) fiscal years (or the number of full fiscal years of employment, if the Employee's employment is less than five (5) years at the termination thereof) immediately preceding the date of termination. The term "compensation" shall mean any payment of money or provision of any other thing of value in effect on the Date consideration of Termination) for 12 months after the Date of Terminationemployment, including, without limitation, base compensation, bonuses, pension and profit sharing plans, directors fees or committees fees, fringe benefits and deferred compensation accruals.

Without Cause. If this Amended Agreement shall be Executive is involuntarily terminated by the Company Without Cause: , (ai) the Company Executive shall pay be entitled to the Employeecontinue to receive his full Base Salary, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) Termination Date, through the Date remainder of Termination; and the Employment Period (2as in effect immediately prior to the delivery of the Termination Notice and without regard to the automatic extension provisions of paragraph 4(a) hereof) (the "Remaining Term") so long as Executive has not breached the provisions of paragraphs 6, 7 or 8, (ii) the Company will maintain in full force and effect, for Executive's continued benefit, until the earlier of (A) the expiration of the Remaining Term or (B) Executive's 65th birthday, all life, medical and dental insurance programs in which Executive was entitled to participate so long as his continued participation is possible under the general terms and provisions of such programs (provided that, in the case event Executive's participation in any such program is barred, the Company will arrange to provide Executive with benefits substantially similar to those which he was entitled to receive under such programs) and thereafter the Company will make such insurance coverage available to Executive (at Executive's expense) until Executive attains age 65 or obtains employment with another employer that makes such (or similar) insurance available to its employees and Executive is eligible to be covered under such insurance, whichever occurs first, and (iii) notwithstanding any provision in the Annual Cash Bonus Plan to the contrary, Executive shall become fully vested and have a nonforfeitable interest in the benefits which he has accrued under the Annual Cash Bonus Plan as of compensation previously deferred the Termination Date and he shall be given full credit under the Annual Cash Bonus Plan for the benefit that he would have accrued for the plan year during which the Termination Date occurs (which determination may take into account whether Company performance goals established by the Employeeplan or its administrator for such year have been met, all amounts of such compensation previously deferred and but which may not yet paid take into account whether personal performance goals established for Executive by the plan or its administrator have been met) as if he were employed by the Company on the last day of such plan year. The amounts payable in respect of accrued benefits under the Annual Cash Bonus Plan shall be paid payable at the time provided for in, and in accordance with the plan documents governing such deferrals; provision of, the Annual Cash Bonus Plan. The amounts payable pursuant to this paragraph 5(c) in respect of Base Salary may be payable, at Executive's discretion, in one lump sum payment within 30 days following the Termination Date equal to the present value (bdetermined using a discount rate equal to the "prime" rate of interest charged by Chase Manhattan Bank in New York plus two (2) percentage points) of the payments otherwise payable pursuant to this paragraph 5(c). This paragraph 5(c) sets forth Executive's exclusive remedy for a termination of his employment Without Cause and Executive shall have no other right or remedy against the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefitconnection therewith. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If The Executive may resign without cause at any time upon 30 days’ written notice to the Company, in which event the Company’s obligation to compensate her ceases on the effective date of her termination except as to amounts due to her under Section 8(c)(i). The Company may dismiss the Executive without cause at any time upon 30-days’ written notice to the Executive. In the event that the Company dismisses the Executive other than for cause, or if the Executive resigns because of a material breach of this Amended Agreement shall be terminated by the Company Without Cause(which Executive may do only if such breach remains materially uncured after the Executive has provided 30 days prior written notice to the Board), and the Executive’s dismissal or resignation qualifies as a “separation from service” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and other official guidance issued thereunder (collectively, “Section 409A”), then the Company shall provide to the Executive: (ai) the Company shall pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate payment of the compensation due to her through the effective date of the termination of the Executive’s employment, within ten business days following amounts:such effective date of the termination of the Executive’s employment; (1ii) if not theretofore paidcontinuation of the Executive’s salary for twelve months following the effective date of the termination of the Executive’s employment at the higher of the rate specified in Section 4 or the Executive’s then-current annualized salary, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company which salary continuation shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family monthly in accordance with the Company’s normal regular payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection practices; and (ciii) payment of any Accrued Bonus (as defined below), to be paid as soon as administratively practicable after the extent possible, all insurance premium and/or benefit payments by six-month anniversary of the Company effective date of the termination of the Executive’s employment. Accrued Bonus shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, mean any amount of bonus with respect to any benefits that are for medicalyear prior to the year in which dismissal without cause occurs (“Prior Bonus Year”) calculable by applying the formula prescribed by the Company’s incentive compensation plan as it existed on December 31 of such Prior Bonus Year and employing in the application of such formula the goals, dental or vision expenses under a self-insured plan, ratios and weighting percentages and other variable figures which the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee Bonus Plan calls for the Company portion Company’s Board or any committee thereof to determine annually (“Bonus Plan Variables”) which the Company’s Board of Directors or any committee thereof adopted for purposes of the cost Bonus Plan prior to December 31 of such premiums Prior Bonus Year. Notwithstanding any other provision of this Section, no Accrued Bonus shall be payable pursuant to this Section 8(c) for any Prior Bonus Year with respect to which a bonus amount was paid to and accepted by the 15th day of Executive. Notwithstanding anything to the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c)contrary, to the extent that such amounts any payments under Section 8(c) are taxable and not otherwise exempt from deferred compensation subject to a six-month waiting period under Code Section 409A, any such payments that would be payable before the Employee shall pay expiration of six months following the premiums Executive’s separation from service but for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission operation of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) sentence shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred made during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year seventh month following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefitExecutive’s separation from service. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement The Company may terminate Xx. Xxxxxx'x employment Without Cause (as defined below) by giving him ninety days' prior written notice thereof, in which event — 8.1.1. The Company shall be terminated continue to pay him his Base Payroll Salary then in effect through December 31, 2010 or for twelve full calendar months, whichever period is longer (the "Severance Period;") 8.1.2. During the Severance Period, the Company shall continue to cover Xx. Xxxxxx under the medical and dental plans sponsored by the Company Without Cause: for its employees with the same coverage he had immediately prior to the termination of his employment, provided that Xx. Xxxxxx remits to the Company on a timely basis an amount equal to the applicable monthly COBRA premium (aless the COBRA administrative surcharge) for such continued coverage; and the Company shall pay to the Employee, in a lump sum in cash reimburse Xx. Xxxxxx for any medical premium expenses incurred by him hereunder within 30 thirty days after the Date date of Terminationhis payment thereof. To the extent that any medical or dental expense or in-kind benefits provided for under this Section 8.1.2 are taxable to Xx. Xxxxxx in a given year, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of any such compensation previously deferred and not yet paid expense shall be reimbursed to Xx. Xxxxxx by the Company within thirty days of such expense being incurred by him, and any expenses reimbursed or in-kind benefits provided hereunder shall be paid not affect the expenses eligible for reimbursement or in-kind benefits provided in accordance with any other year. 8.1.3. The Company shall pay Xx. Xxxxxx in the plan documents governing such deferrals; (b) manner and at the time set forth in Exhibit A, a portion of any Base Deferred Salary and of any Incentive Bonus that he would have earned had he remained an employee of the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after through the end of the calendar year in which his employment terminated, such expenses were incurredportion to be based on the number of days during such year that he was an employee of the Company; and (c) for the 12-month period commencing on the Date of Termination, the 8.1.4. The Company shall pay the Company portion of permit him to purchase any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments maintained by the Company shall be made so as for its own benefit on his life at its then cash surrender value. The foregoing severance benefits are the only benefits and payments to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits which Xx. Xxxxxx is entitled that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion arise out of the cost termination of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable employment under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit8.1. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement shall be terminated by the Company Without STERIS terminates Masexxxxx'x xxxagement without "Cause: (a) the Company ," STERIS shall pay to the EmployeeMasexxxxx, in xx a single lump sum in cash payment to be made within 30 days after of the Date of TerminationTermination Date, the aggregate "Buyout Amount" (as defined below) and shall continue to provide group life and health insurance coverage to Masexxxxx (xx the same extent as if he had continued in STERIS's engagement) (the "Buyout Benefits") though the end of the following amounts:"Buyout Benefit Period" (as defined below). Masexxxxx xxxl have no obligation to mitigate either or both of the Buyout Amount or the Buyout Benefits by seeking subsequent employment or otherwise and no subsequent earnings by Masexxxxx xxxll be used to offset either or both of the Buyout Amount or the Buyout Benefits. Masexxxxx'x xxxhts and benefits with respect to the Options shall be as set forth in the Option Agreement and his rights and benefits under any other benefit plans and programs of STERIS shall be as provided in the particular plan or program. Neither Masexxxxx xxx STERIS shall have any further rights or obligations under this Agreement except as provided in Sections 11, 12, 13, and 15. (1i) if not theretofore paidIf the termination of Masexxxxx'x xxxagement without Cause occurs before the beginning of the Consulting Period, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall Buyout Amount will be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse equal to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which aggregate amount of consulting compensation that would have been payable under to Masexxxxx xxxsuant to Section 4.5 of this Amended Agreement 6 during the Consulting Period if the Employee’s employment Consulting Period had not terminated, to be paid no later than 21/2 months begun immediately after the end Termination Date and had continued through to the earlier of (A) December 31, 2004, or (B) the sixth anniversary of the calendar year in which such expenses were incurred; and (c) for Termination Date, except that if the 12-month period commencing on termination of Masexxxxx'x xxxagement without Cause occurs not only before the Date beginning of Terminationthe Consulting Period but also before January 1, 1999, the Company Buyout Amount shall pay be the Company portion amount specified above in this (i) plus the aggregate amount of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which Base Salary that would have been provided earned by Masexxxxx xxxer this Agreement if his employment had continued through December 31, 1998 and has not otherwise been paid to them under Masexxxxx xx STERIS. (ii) If the termination of Masexxxxx'x xxxagement without Cause occurs after the beginning of the Consulting Period, the Buyout Amount will be equal to the aggregate amount of consulting compensation that has not been paid but would have been payable to Masexxxxx xxxsuant to Section 4.4 6 during the remainder of the Consulting Period if the Employee’s employment Consulting Period had not been terminated. With respect to benefits set forth in this subsection (c), continued through to the extent possibleearlier of (A) December 31, all insurance premium and/or benefit payments by 2004, or (B) the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion sixth anniversary of the cost of such premiums by the 15th day beginning of the month following Consulting Period. (iii) The "Buyout Benefit Period" will be that period beginning on the month such premiums are paid by Termination Date and ending on the Employee. After earlier of (A) December 31, 2004, or (B) the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation third anniversary of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement shall be terminated by The Company in its sole discretion may terminate Executive’s employment without Cause (as defined above) or prior warning immediately upon written notice from the Company Without Cause: (a) Board to Executive, in which event, the Company shall pay to Executive all compensation and expense reimbursements owing for services rendered and reasonable business expenses incurred by Executive prior to the Employeeeffective date of termination, and provided such termination is a “separation from service” as such term is defined in a lump sum in cash within 30 days after the Date of Termination, the aggregate Section 409A(a)(2)(A)(i) of the following amounts: Internal Revenue Code of 1986, as amended (1the “Code”) if not theretofore paidand the applicable guidance thereunder, the Employeecontingent upon Executive’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by delivery to the Company shall be paid of an effective Release and Waiver as provided in accordance with the plan documents governing such deferrals; (bSection 3(e) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Terminationbelow, the Company shall pay also provide the following benefits to Executive: (i) severance consisting of continued payment of Executive’s base salary at the rate in effect as of the effective date of termination, less standard deductions and withholdings, for a period of eighteen (18) months following the effective date of termination, subject to acceleration of such payments into a single lump-sum cash severance payment in the event a Change in Control (as defined below, provided that the Change in Control is an event described in Code Section 409A(a)(2)(A)(v)) of the Company has occurred prior to the date of termination (but not more than two years prior to such termination) or a Change in Control occurs within ninety (90) days after the date of termination of Executive’s employment, provided that any such acceleration complies with the provisions of Code Section 409A(a)(3); (ii) to the extent that Executive is eligible to continue medical benefits under COBRA and upon timely election by Executive complying with COBRA, payment of all premiums required to continue Executive’s medical, dental and vision insurance coverage pursuant to COBRA for a period of eighteen (18) months following the date of termination (with Executive being responsible to pay that amount of the portion of any premiums the premiums, if any, that Executive would have been responsible to pay if Executive had remained an employee during such period) or, if earlier, the date that Executive accepts full time employment with another employer; and shall otherwise continue benefits (iii) immediate acceleration of the vesting of all options to purchase the common stock of the Company granted to Executive prior to the Employee and/or effective date of such termination (the Employee“Options”) such that Executive shall be deemed vested as to the same number of shares as if Executive had continued to be employed by the Company for a period of eighteen (18) months following the effective date of such termination (subject to the additional accelerated vesting provided in Section 4(b) in the event Executive is terminated by the Company without Cause within 90 days prior to or within 13 months following the effective date of a Change in Control) and all vested options held by Executive shall remain exercisable until the one year anniversary of the date of cessation of service. As a condition to receiving the continuing benefits specified in this Section 3(d), to the maximum extent permitted by applicable law, during the eighteen (18) month period following the Executive’s family termination date, Executive shall not engage in accordance any employment or business activity that is directly competitive with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had business activities as of such termination date and Executive shall not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by induce any employee of the Company shall be made so as to be exempt from Code Section 409A, and for leave the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion employ of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement shall be terminated by during the Employment Period, the Company Without Cause: shall terminate the Executive’s employment without Cause (awhich, for this purpose, shall include non-renewal) or the Executive shall terminate his employment for Good Reason, except in either such case within six (6) months prior or eighteen (18) months following a Change in Control (as defined below), the Company shall pay to the Employee, in a lump sum in cash Executive or his heirs (1) within 30 ten (10) days after the Date of Termination, the aggregate sum of the following amounts: (1) if not theretofore paid, the EmployeeExecutive’s Base Salary (as in effect on the Date of Termination) through the Date of Termination, to the extent not theretofore paid, plus all accrued PTO pay, unreimbursed business expenses and other accrued but unpaid compensation described in Section 2(b) above (the “Accrued Obligations”); and (2) in any amount arising from the case of compensation previously deferred by the EmployeeExecutive’s participation in, all or benefits under, any Investment Plans (“Accrued Investments”), which amounts of such compensation previously deferred and not yet paid by the Company shall be paid payable in accordance with the plan documents governing terms and conditions of such deferrals; Investment Plans; and (b3) subject to Executive’s execution and nonrevocation of a general release in favor of Aeroflex, its affiliates and their current and former officers, directors and employees, in substantially the form attached hereto as Exhibit A within 30 days following the date of such termination (the “Release”), commencing, notwithstanding any provision to the contrary in Sections 4(a)(3)(A)-(C), on the 30th day following such Date of Termination (provided that, payments or benefits that would otherwise have been owed to Executive prior to the 30th day the Date of Termination shall be made to or on behalf of Executive on the 30th day after the Date of Termination), (A) an amount equal to to the Executive’s Base Salary for the twelve (12) month period immediately following the Date of Termination together with an amount equal to one times the Target Bonus paid in a lump sum; (B) the Company shallunpaid bonus, promptly upon submission by based on the Employee of supporting documentation, pay or reimburse to Company’s actual performance for the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year Fiscal Year in which such expenses were incurred; and (c) for the 12-month period commencing on Date of Termination occurs, if any, prorated to the Date of Termination, such bonus, if any, to be paid at the time that the Company shall pay pays bonuses, if any, to other senior executives of the Company portion Company; and (C) the Executive and qualifying members of any premiums and shall otherwise continue benefits to the Employee and/or the EmployeeExecutive’s family in accordance with shall be entitled to continue to participate, at the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if expense, in the EmployeeCompany’s employment had not been terminated. With respect to benefits set forth in this subsection (c)Welfare Plans, to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for including medical, dental or vision expenses under and prescription coverage, for a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion period of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 one year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement Any stock options granted under paragraph 10 shall vest, subject to the terms of the plan. In addition, if Employee is terminated by Lions Gate for any reason other than as set forth in sub-paragraphs 15(a)-(d), a severance amount equal to 50% of the balance of the compensation still owing to Employee under paragraph 5 hereof at the time of termination shall be terminated paid to Employee by the Company Without Cause: (a) the Company Lions Gate, which payment shall relieve Lions Gate of any and all obligations to Employee except that Lions Gate shall also pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate Employee 100% of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Dateany accrued vacation and/or other benefits; (ii) any amount reimbursable or paid in one tax year shall incurred business expenses that have not affect been reimbursed as of the amount to be reimbursed or paid in another tax yeardate of the termination; and (iii) if the pro-rata portion of any bonuses which are earned that Employee is reimbursed for entitled to receive as of the date of termination. Employee shall have no obligation to mitigate in connection with Employees rights as set forth in this sub-paragraph and Lions Gate shall no right of off-set in this regard. In the event that this Agreement is terminated pursuant to sub-paragraphs (a)-(d) above neither Lions Gate nor Employee shall have any expenses remaining duties or obligations hereunder, he must provide except that Lions Gate shall pay to Employee, only such compensation as is earned under Paragraph 5 as of the Company with reasonable documentation date of such expensestermination and 100% of the following amounts: (i) any accrued vacation and/or other benefits; (ivii) payments for such any incurred business expenses will be made in cash promptly after that have not been reimbursed as of the expenses are incurred but in no event later than date of the end of Employee’s taxable year following the tax year in which the expenses are incurredtermination; and (viii) the payments under this paragraph cannot be substituted for another benefitpro-rata portion of any bonuses which are earned that Employee is entitled to receive as of the date of termination. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement shall The employment of the Employee may be terminated without Cause at any time by the Company Without Cause: on delivery to the Employee of a written Notice of Termination (as defined in Section 9.1). In the event of such a termination without Cause pursuant to this Section 7.2 that constitutes Employee’s Separation From Service (as defined in Section 9.3), then, subject to the Employee’s execution and non-revocation of a general release of all claims against the Company and its affiliates within sixty (60) days, or such shorter period of time specified by the Company, following the Date of Termination (as defined in Section 9.2), the Company shall, in lieu of any payments under Section 4.1 and 4.2 for the remainder of the Term, pay to the Employee an amount equal to the lesser of: (a) the Company shall pay to the Employee, in ’s Base Salary for a lump sum in cash within 30 days after period of one (1) year from the Date of Termination, the aggregate of the following amounts: and (1b) if not theretofore paid, the Employee’s Base Salary for the remainder of the Term (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company “Severance”). The Severance shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal and is subject to those which all withholding requirements under applicable law, with the first such payment to be paid on the sixtieth (60th) day following the Date of Termination inclusive of any installments that would have been provided to them under Section 4.4 if paid had such continuation payments commenced on the Employee’s employment had not been terminatedDate of Termination. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured planIn addition, the Employee shall pay be entitled to the premiums pro-rated target Bonus available to the Employee under Section 4.2 for such coverage the year in which the termination occurs, taking into account the bonus categories and weighting under the Company’s bonus plan and the Company’s and Employee’s achievement thereunder as of the Date of Termination. Further, the Company will pay as incurred the Employee’s expenses, up to Fifteen Thousand Dollars ($15,000), associated with career counseling and resume development. The Company shall reimburse also pay to the Employee for an amount equal to the Company Company’s portion (but not the Employee’s portion) of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the medical, dental and vision plan insurance for Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon EMPLOYMENT AGREEMENT: M.A. WHITNEY Page 3 Employee’s submission of reasonable documentation of such premiums, spouse and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during children at the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as rate in effect on the Date of TerminationTermination for a period of one (1) for 12 months after year from the Date of Termination (the “Health Insurance Benefit”). Notwithstanding the previous sentence, with regard to such continuation coverage, if the Company determines in its sole discretion that it cannot provide the foregoing benefit without potentially violating applicable law or potentially incurring penalties, excise taxes and fees pursuant to the Internal Revenue Code of 1986, as amended (the “Code”) and the Department of Treasury regulations promulgated thereunder (including, without limitation, Section 2716 of the Public Health Service Act), the Health Insurance Benefit shall terminate and the Employee shall not be eligible to receive any further benefits related to the Health Insurance Benefit other than as otherwise required by applicable law. In addition, on termination of the Employee under this Section 7.2, all of the Employee’s outstanding but unvested Options and rights relating to capital stock of the Company shall immediately vest and become exercisable, and all RSUs and shares of the Company’s Restricted Stock issued to the Employee shall immediately vest and become unrestricted and freely transferable. The exercisability of any such Options and rights shall be extended to the earlier of (i) the expiration of the term of such Options and rights or (ii) the first (1st) anniversary of the Date of Termination. The Employee acknowledges that extending the exercisability of any incentive stock options pursuant to this Section 7.2 or Sections 7.3 or 7.4 below, could cause such option to lose its tax-qualified status if it is an incentive stock option under the Code and agrees that the Company shall have no obligation to compensate the Employee for any additional taxes she incurs as a result.

Without Cause. This Agreement may be terminated pursuant to the terms of Section 2 or on thirty (30) days written notice (the thirtieth day following such notice being herein sometimes called the “Termination Date”) by the Company without cause, subject to the following provision. If this Amended Agreement shall be the Employee’s employment is terminated by the Company Without without Cause: , or upon Disability, the Employee shall receive an amount (athe “Severance Amount”) equal to the sum of the following: (i) twenty-four months’ Base Compensation; plus (ii) continuation of health insurance and other benefits at the expense of Company for the period for which the Employee could elect COBRA continuation coverage under the Company’s health insurance plans as a result of his termination of employment; plus (iii) the Company shall pay greater of (x) twenty-four months’ target bonus which Employee would have been entitled to receive for achieving budget for the year in which Employee’s employment was terminated and (y) the sum of the actual performance bonuses (excluding Discretionary Bonuses), if any, paid to Employee with respect to the two fiscal years immediately preceding the year in which Employee’s employment was terminated; plus (iv) full vesting of any outstanding stock options and the lapsing of any restrictions over any restricted shares owned by the Employee; provided, however, that if the Employee is terminated without Cause or if this Agreement is not renewed at the end of the Initial Term or any Renewal Term, the preceding subclause (iv) above shall not apply, except that all unvested stock options shall immediately vest as of the Termination Date. Employee will also be entitled to receive a cash payment in a lump sum within 10 days after termination of employment, or, if, on the date of such termination of employment the Employee is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), on the day after the expiration of six (6) months following such termination of employment. The amount of such payment shall be the actuarially determined value of the cost of coverage under the Company’s medical, dental and vision care plans for a period equal to the difference between 24 months and the period for which the Employee could elect COBRA continuation coverage under the Company’s health insurance plans. The cash portion of the Severance Amount shall be paid to the Employee as promptly as practicable after the date of Termination and in cash no event later than ten (10) days after termination, provided that, if Employee is a “specified employee” within 30 the meaning of Section 409A of the Code, at the time of his termination of employment, then (1) no later than ten (10) days after the Date date of Termination, Employee shall be paid the aggregate cash portion of the following amounts: Severance Amount in an amount equal to no more than two times the lesser of (1A) if not theretofore paid, the sum of the Employee’s Base Salary (as annualized compensation based upon the annual rate of pay for services provided to the Company for the year preceding the year in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by which the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; ’s employment terminates (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse adjusted for any increase that was expected to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement continue indefinitely if the Employee’s employment had not terminated, ) or (B) the maximum amount that may be taken into account under a qualified plan pursuant to be paid no later than 21/2 months after the end Section 401(a)(17) of the calendar Code for the year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminatedterminates, and (2) any remaining Severance Amount shall be paid six (6) months and one (1) day following his termination of employment. With respect to benefits set forth Payment of the Severance Amount shall be in this subsection (c), to the extent possible, lieu of all insurance premium and/or benefit payments by other financial obligations of the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents all other benefits in this Agreement shall cease as of the date of termination. The Employee shall have no obligation to seek other employment or otherwise mitigate damages hereunder. For the avoidance of doubt, it is understood that the Company will pay all amounts owed to Employee prior to the date of termination, including incentive compensation earned up through the date of termination in the same manner as all other plan participants. Notwithstanding anything in the incentive compensation plan, Employee need not be employed at the date the incentive payments are made to be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRAthis payment. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage The employee and the Company company shall promptly reimburse the Employee upon Employee’s submission enter into a mutual release of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in claims against one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefittermination of employment. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement shall Employee's employment hereunder may be terminated by Employer at any time without Cause, effective upon 30 days prior written notice of termination. If Employer shall terminate Employee's employment hereunder without Cause, then Employer shall provide Employee with the Company Without Causefollowing severance benefits and, thereafter, shall have no further obligation to Employee hereunder: (ai) Employer shall continue to pay to Employee an amount equal to the Company base salary to which Employee would be entitled pursuant to Section 3 at the time of termination, which shall be payable on the regularly scheduled paydays and in accordance with Employer's regular payroll practice, for 12 months (the "Severance Period"); (ii) Employer shall pay Employee a pro-rated amount of any annual bonus to which Employee would be entitled, which shall be paid at the Employee, in a lump sum in cash within 30 days after the Date earlier of Termination, the aggregate of the following amounts: (1) the date it would have been due if employee was not theretofore paidterminated, or (2) upon completion of the Employee’s Base Salary Severance Period. Employee shall not be entitled to any other bonus payments; (as in effect on iii) Employer shall reimburse Employee for any COBRA payments actually incurred by Employee during the Date of Termination) through the Date of TerminationSeverance Period. Employee is solely responsible for properly and timely electing COBRA coverage; and (2iv) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable non-vested stock options granted to Employee as of March 1, 1999, these options shall vest as of the date of Employee's termination of employment hereunder and all stock options owned by Employee under this Section 6.3(c)grants prior to March 1, to the extent that such amounts are taxable 1999, shall remain exercisable for a period of two years from and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end date of Employee’s taxable year following 's termination of employment hereunder. Employee's right to receive these severance benefits is conditioned on his compliance with the tax year obligations in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefitSection 6. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement shall be terminated by (i) The Company may terminate the Company Without Cause: (a) the Company shall pay Executive’s employment hereunder without Cause at any time upon written notice to the EmployeeExecutive. Upon such termination, the Executive shall, in a lump sum in cash within 30 days after addition to the Date of TerminationAccrued Termination Obligations, have the aggregate right to receive from the Company, for eighteen (18) months, (A) continued payment of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as at the rate in effect on the Date date of Terminationtermination in accordance with the Payroll Policies (all such payments, collectively, the “Severance Payments”) through and (B) reimbursement from the Date of Termination; and Company for the premiums the Executive pays for any continued medical and dental coverage for the Executive and the Executive’s eligible dependents under the Company’s group health plans for eighteen (218) in months following the case of compensation previously deferred by the Employee, all amounts date of such compensation previously deferred and not yet paid by termination as provided in Section 7(j); provided, however, that the Company shall be entitled to amend or terminate any plans which are applicable generally to the Company’s senior executives, officers or other employees. Notwithstanding the foregoing, if the Executive accepts other employment, the Company’s obligation under Section 7(j) to reimburse the Executive for the premiums paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentationExecutive for COBRA Coverage (as that term is defined below in Section 7(j)) shall immediately cease upon the Executive’s becoming eligible to participate in comparable medical and dental coverage pursuant to such other employer’s plans, pay or reimburse subject to his right to continue coverage at the Executive’s own expense to the extent required under COBRA. If the Executive is not a Specified Employee any costs as of the date of termination and expenses (including moving the Executive has timely signed and relocation expenses) paid or incurred delivered to the Company, by the Employee deadline established by the Company, a Release, which would have been payable under Section 4.5 of this Amended Agreement if has become irrevocable by the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Terminationtime set forth below, the Company shall pay the Company portion of any premiums and shall otherwise continue Executive the cash severance benefits to the Employee and/or the Employee’s family described in clause (A) in accordance with the Payroll Policies commencing on the first payroll date under the Payroll Policies that coincides with or immediately follows the date that is sixty (60) days following the date of the Executive’s Separation From Service. The Executive will not be permitted to specify the year in which his payment will be made. If the 60-day period spans two taxable years of the Executive, the cash severance benefits will begin to be paid in the later of such taxable years. In the event that the Company is described in Section 409A(a)(2)(B)(i) of the Code and the Executive is a Specified Employee and the Executive has timely signed and delivered to the Company, by the deadline established by the Company, a Release, which has by that time become irrevocable, the Company shall pay the Executive the cash severance benefits described in clause (A) in accordance with the Payroll Policies; provided, however, that the payments for the first six (6) months, to the extent (if any) such payments are subject to Section 409A, shall be accumulated and paid to the Executive on the date that is six (6) months and one day following the date of the Executive’s normal payroll practices at least equal Separation From Service to those which the extent that earlier payment would have been provided to them result in adverse tax consequences under Section 4.4 409A. Whether the Executive is or is not a Specified Employee, the Executive will not be paid the cash severance benefits described in clause (A) or entitled to the benefits described in clause (B) (subject to the Executive’s rights under COBRA) and the Executive shall forfeit any right to such payments and benefits, unless (1) the Executive has signed and delivered to the Company the Release and (2) the period for revoking the Release shall have expired (in the case of both clauses (1) and (2)) prior to the date that is sixty (60) days following the date of the Executive’s Separation From Service. (ii) It is further acknowledged and agreed by the parties that the actual damages to the Executive in the event of termination under this Section 7(d) would be difficult if not impossible to ascertain, and, therefore, the Employee’s employment had not been terminated. With respect to benefits salary and benefit continuation provisions set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company Section 7(d) shall be made so as to be exempt from Code Section 409A, the Executive’s sole and for exclusive remedy in the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion case of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable termination under this Section 6.3(c)7(d) and shall, to as liquidated damages or severance pay or both, be considered for all purposes in lieu of any other rights or remedies, at law or in equity, which the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, Executive may have in the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation case of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefittermination. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement The Company may terminate Executive’s employment without Cause only upon an affirmative vote of a majority of the independent members of the Board, in which event the Executive shall be terminated by entitled to the benefits provided in Section 7(d)(1) as follows. (1) The Company may deliver to Executive a Notice of Termination not less than twelve (12) months prior to the termination of Executive’s employment without Cause and the Company Without Cause:shall have the option to exercise the Garden Leave Election prior to the expiration of such twelve (12) month notice period. If the Company provides to Executive a Notice of Termination not less than twelve (12) months prior to the termination of Executive’s employment and such termination is not in connection with a Change in Control, then, subject to Section 15(e) hereof and the conditions of the 2010 Cxxxxxx River Corporate Officer Separation Plan, last revised on April 30, 2010 (as it may be revised or amended, the “Corporate Officer Separation Plan”) or any successor plan, Executive shall be entitled to the benefits provided in this Section 7(d)(1). In no event shall the terms of any revised or amended Corporate Officer Separation Plan be less favorable to the Executive than the Corporate Officer Separation Plan in effect as of April 30, 2010 unless any such changes in terms are broadly applicable to all officer-level participants. (ai) the The Company shall pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferralsExecutive any Accrued Compensation; (bii) If Executive remains actively employed with the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses during such twelve (including moving and relocation expenses12) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Terminationnotice period, the Company shall continue to pay to Executive his full compensation (including, for the avoidance of doubt, Base Salary, pro-rated bonus eligibility, equity award eligibility and the continued vesting of any previously-granted equity awards) during such period of active employment; (iii) If the Company portion of any premiums and exercises the Garden Leave Election during the twelve (12) month notice period, then, after such exercise, the Company shall otherwise continue benefits to pay to the Employee and/or the Employee’s family Executive his Base Salary (payable in accordance with the Company’s normal regular payroll practices as in effect at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to time of such Garden Leave Election) and the extent possible, all insurance premium and/or benefit payments by the Company Executive shall be made so as entitled to be exempt from Code Section 409A, and continued vesting of any previously-granted equity awards for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost balance of such premiums by twelve (12) month notice period. For the 15th day avoidance of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expireddoubt, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and in no event will the Company’s exercise of the Garden Leave Election impair Executive’s entitlement to receive any bonus earned prior to such exercise, even if payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if bonus would not occur until after such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; exercise; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the The Company shall pay to Executive the Employeemaximum severance pay and benefits allowable under the Corporate Officer Separation Plan or any successor plan as though all conditions for any such payment and benefit described therein had been satisfied (noting that the condition expressly imposed in Section 9.1 of such plan will be satisfied by adherence to the requirements of Section 12 hereof), in equal semi-monthly installments, the Employeeand further provided that such severance pay will be no less than continued payment of Executive’s Base Salary for a period of two (2) years; and (v) Notwithstanding anything to the contrary in the applicable award agreements for Prospective Equity Awards, Executive’s Prospective Equity Awards shall continue to be outstanding, fully vest, and become exercisable after his termination of employment in the same manner as in effect on if his employment with the Date of Termination) for 12 months after the Date of TerminationCompany had continued.

Without Cause. If The Company may terminate Employee’s employment under this Amended Agreement shall be terminated by at any time without cause upon Notice of Termination. In such event, the Company Without Cause: (a) the Company shall pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amountsshall: (1) if not theretofore paid, the Employee’s Base Salary (as Fully vest Employee in effect on the Date of Termination) through the Date of Termination; andhis accrued benefits under each Company employee benefit plan intended to be qualified under Code Section 401(a); (2) Continue to pay Employee his Base Salary as required pursuant to Section 2(a) hereof as severance pay for the remaining period of the Initial Term, or as applicable, any subsequent Renewal Term (subject to a potential six month deferral as described in the case next sentence). If (A) Employee is a Specified Employee and (B) a portion of compensation previously deferred by the Employeeseverance payments provided for in the prior sentence are Excess Separation Payments, all amounts of such compensation previously deferred and not yet paid by then, the Company Excess Separation Payments shall be paid in accordance with the plan documents governing such deferralssame manner as provided above in Section 4(b)(1); (b3) the Company shall, promptly upon submission by the Pay Employee his pro rata portion of supporting documentation, pay any annual bonus or reimburse other compensation to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which he would have been payable under Section 4.5 of this Amended Agreement if entitled for the Employee’s employment had not terminatedyear during which the termination occurred, such payment to be paid made at such time that bonuses are made (but in no event later than 21/2 2 ½ months after the end of the calendar later of Employee’s tax year in containing the date of Employee’s termination or the Company’s tax year for which such expenses were incurredthe annual bonus relates); and (c4) Pay Employee’s COBRA health insurance premium payments (for the same coverage that employee had in place prior to his termination) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion duration of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expiredCOBRA continuation period, the or if earlier, until Employee and his dependents shall be becomes eligible to elect continuation of for health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRAbecause of employment with a different employer. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid such severance pay, pro rata bonuses and COBRA insurance premiums if such expenses are incurred during he (i) signs an agreement containing a release of claims against the 2 year period after the Termination DateCompany, in a form substantially similar to that included in Exhibit A, attached hereto and incorporated herein; and (ii) does not own, manage, operate, join, contract with, or become employed by or connected in any amount reimbursable manner with (whether as principal, partner, shareholder, member, director, officer, employee, agent or paid otherwise), any business which is competitive to the business engaged in one tax year by the Company. For purposes of this Agreement, a business shall not affect the amount be deemed to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide competitive to the activities conducted by the Company with reasonable documentation of such expenses; in the same geographical area in which the Company conducts its business operations (ivor is actively pursuing business operations) payments for such expenses will be made in cash promptly after at the expenses are incurred but in no event later than the end time of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot termination of employment. Employee will cease to be substituted for another benefit. (d) an employee of the Company shall pay to as of the Employeedate Notice of Termination is given, in equal semi-monthly installments, the Employee’s Base Salary (and he will not receive or accrue any benefits of employment after such termination of employment except as in effect on the Date of Termination) for 12 months after the Date of Terminationprovided herein.

Without Cause. If this Amended Agreement shall be terminated In the event of the termination of the Executive’s employment during the Employment Period by the Company Without without Cause: , in addition to the Executive’s accrued but unused vacation and Base Salary through the Date of Termination (ato the extent not theretofore paid) the Company Executive shall pay be entitled to continue to receive his Base Salary at the Employee, rate in effect as of the Date of Termination for a lump sum in cash within 30 days after period of twelve (12) months following the Date of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s with such Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall to be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family installments in accordance with the Company’s normal payroll practices at least equal to those beginning on the first regular payroll date occurring after the date on which the Release (as defined below) becomes effective and no later than the ninetieth (90th) day following the Date of Termination, provided that if such ninety (90) day period spans two calendar years, the installment payments shall begin in the second such calendar year. The initial payment of continued Base Salary will include a catch-up payment consisting of the installments that otherwise would have been paid on the regular payroll dates occurring between the Date of Termination and such initial payment date. The payments and benefits provided herein are subject to them under Section 4.4 if and conditioned upon the EmployeeExecutive executing a valid general release and waiver (in the form reasonably acceptable to the Company), waiving all claims the Executive may have against the Company, its successors, assigns, affiliates, executives, officers and directors (the “Release”), and such Release becoming effective in accordance with its terms on or before the sixtieth (60th) day following the Date of Termination, and the payments and benefits are subject to and conditioned upon the Executive’s employment compliance with the Restrictive Covenants provided in Sections 7 and 8 hereof. For the avoidance of doubt, upon a termination of the Employment Period without Cause, the Executive shall not be entitled to continuation of his Base Salary for more than the period of twelve (12) months described in the preceding sentence or to any other compensation or benefits not expressly provided for in this section, regardless of the time that would otherwise remain in the Employment Period had the Employment Period not been terminatedterminated without Cause. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect the Executive shall not be required to mitigate any damages that the Executive may incur as a result of a termination of his employment by the Company without Cause. Any amounts that the Executive earns pursuant to other employment shall offset and reduce the amount of severance required to be paid to the Executive pursuant to this Section 5(a) during the 12-month period following the Date of Termination. For purposes of this Section 5(a), “employment” shall mean any activity for which the Executive is compensated as a result of the rendering of services, whether such services are rendered as a common law employee, a partner, sole proprietor, independent contractor or otherwise. The Executive shall be required to provide such evidence as the Company may reasonably require regarding the amount of such earnings. Except as provided in this Section 5(a) and except for any vested benefits that are for medicalunder any tax qualified pension plans of the Company, dental or vision expenses under a self-insured plan, and continuation of health insurance benefits on the terms and to the extend required by Section 4980B of the Internal Revenue Code of 1986 and Section 601 of the Employee shall pay the premiums for such coverage and Retirement Income Security Act of 1974, as amended (which provisions are commonly known as “COBRA”), the Company shall reimburse have no additional obligations under this Agreement. During the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expiredseverance period, the Employee and his dependents Executive shall be eligible to elect continuation of health insurance coverage under COBRA to receive Isola’s medical and shall dental plans. The Executive will be responsible for required to pay their normal employee contribution rate during the applicable premiums under COBRAseverance period. With respect These benefits will be secondary and supplemental to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other like benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in provided by another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefitcompany. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement shall be terminated by during the Employment Period, the Company Without shall terminate the Executive’s employment without Cause: , or the Executive shall terminate his employment for Good Reason, except in either such case within six (a6) months prior or eighteen (18) months following a Change in Control (as defined below), the Company shall pay to the Employee, in a lump sum in cash Executive or his heirs (1) within 30 ten (10) days after the Date of Termination, the aggregate sum of the following amounts: (1) if not theretofore paid, the EmployeeExecutive’s Base Salary (as in effect on the Date of Termination) through the Date of Termination, to the extent not theretofore paid, plus all accrued vacation pay, unreimbursed business expenses and other accrued but unpaid compensation described in Section 2(b) above (the “Accrued Obligations”); and (2) in any amount arising from the case of compensation previously deferred by the EmployeeExecutive’s participation in, all or benefits under, any Investment Plans (“Accrued Investments”), which amounts of such compensation previously deferred and not yet paid by the Company shall be paid payable in accordance with the plan documents governing terms and conditions of such deferrals; Investment Plans; and (b3) subject to Executive’s execution and nonrevocation of a general release in favor of Aeroflex, its affiliates and their current and former officers, directors and employees, in substantially the form attached hereto as Exhibit A within 30 days following the date of such termination (the “Release”), commencing, notwithstanding any provision to the contrary in Sections 4(a)(3)(A)-(C), on the 30th day following such Date of Termination (provided that, payments or benefits that would otherwise have been owed to Executive prior to the 30th day the Date of Termination shall be made to or on behalf of Executive on the 30th day after the Date of Termination), (A) an amount equal to to the Executive’s Base Salary for the twelve (12) month period immediately following the Date of Termination together with an amount equal to one times the Target Bonus paid in a lump sum; (B) the Company shallunpaid bonus, promptly upon submission by if any, applicable for the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year Fiscal Year in which such expenses were incurred; and (c) for the 12-month period commencing on Date of Termination occurs, prorated to the Date of Termination, such bonus, if any, to be paid at the time that the Company shall pay pays bonuses to other senior executives of the Company portion Company; and (C) the Executive and qualifying members of any premiums and shall otherwise continue benefits to the Employee and/or the EmployeeExecutive’s family in accordance with shall be entitled to continue to participate, at the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if expense, in the EmployeeCompany’s employment had not been terminated. With respect to benefits set forth in this subsection (c)Welfare Plans, to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for including medical, dental or vision expenses under and prescription coverage, for a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion period of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement The Company shall be terminated have the right to terminate the Employment Term without cause at any time by giving Employee written notice of such termination. Under such circumstances the Company Without Cause:shall continue for a period of ___ (_) months from the effective date of such termination (the "Severance Period") (a) the Company shall pay to the EmployeeMonthly Salary, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (1b) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by permitted by) the Company shall be made so provisions of the Company's health plans then in existence and the provisions of the Consolidated Omnibus Reconciliation Act of 1985 ("COBRA") as to be exempt from Code Section 409Asupplemented or amended, and for the purposes subject to any deductibles, limitations, exclusions, and any co-payments and other cost sharing features thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding any medical insurance benefits to which Employee was entitled immediately prior to the foregoingreceipt of notice of termination (or, with respect at the Company's option, pay Employee an amount in cash equal, on an after-tax basis, to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage coverages), and (c) to continue to vest and permit the Company shall reimburse the Employee for the Company portion of the cost exercise of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder stock options as have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), been granted to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, employee prior to the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation effective date of such premiumstermination, in accordance with and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: provisions of the applicable stock option plans and the option agreements pursuant to which the options were granted. The foregoing notwithstanding, (i) all amounts any obligation to be paid under this paragraph provide medical insurance or payment in lieu thereof, shall expire when Employee is employed by a new employer that provides health insurance to its employees on a comparable cost-sharing basis to that provided by the Company, and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) Employee acknowledges that as a result of the foregoing, any amount reimbursable stock options intended to qualify as incentive stock options will no longer qualify and accordingly will be treated as non-qualified stock options. Employee shall only have the right to receive payment for incentive compensation, if any, referred to in Section 1.5 hereof to which Employee would have been entitled in accordance with and subject to the provisions of the applicable plans or paid programs as duly adopted by the Company. Except as expressly stated in one tax year this paragraph, upon the termination of this Agreement Employee shall not affect be entitled to any payments or benefits which may be provided to employees of the amount Company. Payments and benefits to be reimbursed or paid provided hereunder shall in another tax year; all respects be conditioned upon (iii1) if Employee is reimbursed for any expenses hereunder, he must provide the prior receipt by the Company with reasonable documentation from Employee of such expenses; a general release of all claims of any nature whatsoever which Employee had, has or may have against the Company and related parties relating to Employee's employment by the Company (iv) payments for such expenses will be made in cash promptly after other than Employee's entitlement under any employee benefit plan or program sponsored by the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year Company in which Employee participated and under which Employee has accrued a benefit) or the expenses are incurred; termination thereof, such release and covenant to be in form and substance reasonably satisfactory to counsel for the Company, and (v2) continued compliance by Employee with the payments under this paragraph cannot be substituted Confidentiality Agreements and, for another benefit. (d) the Company shall pay to duration of the Employee, in equal semi-monthly installmentsSeverance Period, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of TerminationRestrictive Covenants.

Without Cause. If The other provisions of this Amended Agreement shall be terminated by notwithstanding, the Company Without Cause: may terminate Executive's employment, remove him as an officer and terminate this Agreement at any time for whatever reason it deems appropriate, with or without cause and with or without prior notice. In the event of such a termination of Executive's employment and this Agreement, Executive shall have no further obligations of any kind under or arising out of the Agreement (aexcept for the obligations of Executive under Section10) and the Company shall be obligated only to promptly pay to Executive the Employee, following in a lump sum payment: (a) Base Salary and the target MIP bonus amounts provided in Section 5 of this Agreement through the end of the then current Term of this Agreement (the "Remaining Term") as provided for under Section 2 of this Agreement, but no less than a total of eighteen (18) months of Base Salary and target bonus under the MIP or successor plans; and (b) any other amounts due and owing not then paid; provided, however, that in the event that as a result of such termination of employment Executive would otherwise be entitled to a severance payment (a "Change of Control Severance Payment") under Section 4 of the Amended and Restated Severance Agreement dated as of February 1, 2001, between Executive and the Company (the "Severance Agreement"), Executive shall be entitled to the amounts described in clause (b) above and the greater of: (i) the cash within 30 days after severance benefits described in clause (a) of this sentence and (ii) the Date cash severance benefits described in Section 4(a) of Terminationthe Severance Agreement, but in no event to both payments. After the date of termination under this Section 9.4 or Section 9.6, Executive shall not be treated as an employee for purposes of the Company's employee benefit plans or programs even though he may continue to receive payments as provided in this Section 9.4, except: that Executive and his eligible dependents shall continue, to the extent permitted by law, to be covered by health and welfare insurance plans or programs in which Executive and his eligible dependents participate immediately prior to Executive's termination of employment for the Remaining Term; provided, however, that if during such time period Executive should enter into employment with a new employer and become eligible to receive comparable insurance benefits, the aggregate continued insurance benefits described herein shall automatically cease. In the event that Executive is ineligible, for whatever reason, to continue to be so covered with respect to any of the following amounts: (1) if not theretofore paidabove-referenced plans or programs, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall provide substantially equivalent coverage through other sources (determined on an after-tax basis). In the event Executive would otherwise be paid entitled to a Change of Control Severance Payment under the Severance Agreement as a result of a termination of employment under this Section 9.4, Executive may elect to receive the continued health and welfare insurance benefits under this Section 9.4 or under Section 4(b) of the Severance Agreement, but in no event both benefits. Furthermore, in the event of a termination Without Cause, Executive shall be presumed to have met eligibility requirements specified in Section 2.4 of the Meredith Replacement Benefit Plan and the Meredith Supplemental Benefit Plan or any successor thereto and he shall be entitled to the amounts that have accrued under such plans through the date of his termination without cause. All awards of restricted stock and stock options shall automatically vest and be exercisable for the full unexpired term of the option. Executive agrees that the payments described in this Section 9.4 shall be full and adequate compensation to Executive for all damages Executive may suffer as a result of the termination of his employment pursuant to this Sections 9.4 or 9.6, and in consideration of the payments and benefits provided in this Section 9.4, Executive agrees to execute a Waiver and Release Agreement in the form attached hereto as Attachment A; provided, however, that, except as specifically provided for under this Section 9.4, any rights and benefits Executive may have under the employee benefit plans and programs of the Company, in which Executive is a participant, shall be determined in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs terms and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost provisions of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee plans and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefitprograms. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. This Agreement may be terminated pursuant to the terms of Section 2 or on thirty (30) days written notice (the thirtieth day following such notice being herein sometimes called the “Termination Date”) by the Company without cause, subject to the following provision. If this Amended Agreement shall be the Employee’s employment is terminated by the Company Without without Cause: , or upon Disability, the Employee shall receive an amount (athe “Severance Amount”) equal to the sum of the following: (i) twenty-four months’ Base Compensation; plus (ii) continuation of health insurance and other benefits at the expense of Company for the period for which the Employee could elect COBRA continuation coverage under the Company’s health insurance plans as a result of his termination of employment; plus (iii) the Company shall pay greater of (x) twenty-four months’ target bonus which Employee would have been entitled to receive for achieving budget for the year in which Employee’s employment was terminated and (y) the sum of the actual performance bonuses (excluding Discretionary Bonuses), if any, paid to Employee with respect to the two fiscal years immediately preceding the year in which Employee’s employment was terminated; plus (iv) full vesting of any outstanding stock options and the lapsing of any restrictions over any restricted shares owned by the Employee. In addition, if the Employee’s employment is terminated by the Company without Cause each of the annual restricted stock awards set forth in Section 4 hereof shall be granted, notwithstanding whether the scheduled grant date has been achieved. Employee will also be entitled to receive a cash payment in a lump sum within 10 days after termination of employment, or, if, on the date of such termination of employment the Employee is a “specified employee” within the meaning of Section 409A of the Code, on the day after the expiration of six (6) months following such termination of employment. The amount of such payment shall be the actuarially determined value of the cost of coverage under the Company’s medical, dental and vision care plans for a period equal to the difference between 24 months and the period for which the Employee could elect COBRA continuation coverage under the Company’s health insurance plans. The cash portion of the Severance Amount shall be paid to the Employee as promptly as practicable after the date of Termination and in cash no event later than ten (10) days after termination, provided that, if Employee is a “specified employee” within 30 the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), at the time of his termination of employment, then (1) no later than ten (10) days after the Date date of Termination, Employee shall be paid the aggregate cash portion of the following amounts: Severance Amount in an amount equal to no more than two times the lesser of (1A) if not theretofore paid, the sum of the Employee’s Base Salary (as annualized compensation based upon the annual rate of pay for services provided to the Company for the year preceding the year in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by which the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; ’s employment terminates (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse adjusted for any increase that was expected to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement continue indefinitely if the Employee’s employment had not terminated, ) or (B) the maximum amount that may be taken into account under a qualified plan pursuant to be paid no later than 21/2 months after the end Section 401(a)(17) of the calendar Code for the year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminatedterminates, and (2) any remaining Severance Amount shall be paid six (6) months and one (1) day following his termination of employment. With respect to benefits set forth Payment of the Severance Amount shall be in this subsection (c), to the extent possible, lieu of all insurance premium and/or benefit payments by other financial obligations of the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents all other benefits in this Agreement shall cease as of the date of termination. The Employee shall have no obligation to seek other employment or otherwise mitigate damages hereunder. For the avoidance of doubt, it is understood that the Company will pay all amounts owed to Employee prior to the date of termination, including incentive compensation earned up through the date of termination in the same manner as all other plan participants. Notwithstanding anything in the incentive compensation plan, Employee need not be employed at the date the incentive payments are made to be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRAthis payment. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage The employee and the Company company shall promptly reimburse the Employee upon Employee’s submission enter into a mutual release of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in claims against one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefittermination of employment. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement shall White's employment may be terminated by the Company Without Cause: at any time without cause, effective upon one (a1) month written notice of termination and the Company shall be obligated to continue to pay White as severance an amount equal to White's salary and benefits (other than incentive compensation amounts or options) for 18 months, payable under the same terms as provided while White was an employee. Should White's employment be terminated by the Company without cause or should White suffer a substantial diminution in his job duties and responsibilities in connection with a "change of control," the Company shall be obligated to pay to the Employee, in a lump sum in cash White within 30 days after the Date occurrence thereof, as severance and in lieu of Terminationany and all other payments due under the Agreement (except such as have accrued to the date of termination) an amount equal to his total compensation, other than the value of stock options granted or exercised, for the two years prior to his termination date. In no event shall the aggregate amount payable to White hereunder be such as to constitute an Excess Parachute Payment as that term is used in Section 280G(b) of the Code. In the event the aggregate payments due hereunder constitute an Excess Parachute Payment, such payments as selected by White shall be reduced or negated in sufficient amount as to render the aggregate of the following amounts: (1) if remaining payments not theretofore paid, an Excess Parachute Payment. A "change of control" shall mean the Employee’s Base Salary (as in effect on the Date occurrence of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee an event which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, be required to be paid no later than 21/2 months after reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the end Securities Exchange Act of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination1934, the Company shall as amended. The Company's obligation to pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable White under this Section 6.3(c), 6(d) is expressly conditioned upon (i) White's executing and delivering to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409ACompany a general release, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and in form satisfactory to the Company’s , whereby White releases the Company, its affiliates, directors, officers, employees, agents, attorneys and fiduciaries of benefit plans of any and all claims and potential claims, known or unknown, arising out of his employment or the termination thereof, except a claim for severance payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph 6(d), and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) White's not having violated any amount reimbursable or paid in one tax year shall not affect of the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation restrictive covenants of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefitSection 5 above. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If the Parent elects to terminate Executive for any reason whatsoever other than as provided in Section 6(a) or if the Parent causes a Defacto Termination of Executive (as defined below) (each, a "Severance Termination"), Executive shall receive the "Separation Package." As used herein, the "Separation Package" shall consist of (x) Base Salary for the Severance Period (at the annual rate in effect at the date of the Severance Termination), plus (y) an amount equal to $30,000,000 minus the aggregate amount paid to Executive as Performance Bonuses since the date of this Amended Agreement (the "Performance Severance Payment") and (z) an amount, if any, necessary to reimburse Executive on a net after tax basis for any applicable federal excise tax. In addition, all Options which are scheduled to vest following the date of the Severance Termination shall vest as of such date. Further, all Options which have become exercisable as of the date of the Severance Termination (including those which do so as a result of the provisions of the preceding sentence) shall remain so for a period of 12 months. In the event of a Severance Termination, Executive will also be provided with reasonable office space and secretarial support as well as the same mailing address and telephone number which Executive had during the term for up to six months, and the Parent shall pay the costs of out placement services with a provider of its choice at a level appropriate to Executive's title and position as requested by Executive. For purposes of this paragraph, the "Severance Period" shall be terminated by the Company Without Cause: longer of (ax) three years, and (y) the Company remaining portion of the Initial Term of Executive's employment hereunder. For purposes of this paragraph, a "Defacto Termination" shall pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate include any of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the followingevents: (i) all amounts the Parent shall fail to be paid under this paragraph and that are includable in Employee’s income pay or shall only be paid if such expenses are incurred during reduce the 2 year period Base Salary, Performance Bonus or other benefits provided herein, except as permitted hereunder, or shall otherwise breach any material provision hereof which breach is not cured within 10 days after the Termination Datereceipt of notice thereof from Executive; (ii) any amount reimbursable or paid in one tax year the Parent shall not affect fail to cause Executive to remain President of the amount to be reimbursed or paid in another tax yearParent and Chief Executive Officer and President and Chairman of the Board of the Company; (iii) if Employee is reimbursed for any expenses hereunderExecutive shall not be continuously afforded the authority, he must provide the Company with reasonable documentation of such expensespowers, responsibilities and privileges contemplated in Section 1 above (whether or not accompanied by a change in title); (iv) payments for such expenses will the Parent shall require Executive's primary services to be made rendered in cash promptly after the expenses are incurred but in no event later an area other than the end of Employee’s taxable year following Company's principal offices in Orange County and the tax year Parent's principal offices in which the expenses are incurredLos Angeles County; and or (v) the payments under this paragraph cannot be substituted for another benefit. after a Change in Control (d) the Company shall pay to the Employee, in equal semi-monthly installmentsas defined below), the Employee’s Parent increases the base salary for senior executives of the Parent generally without similarly increasing the Base Salary of Executive. For purposes of clause (as iii), Executive shall be deemed not to have been continuously afforded the authority, powers, responsibilities and privileges contemplated in effect on Section 1 above if there shall occur any reduction in the Date scope, level or nature of Termination) for 12 months after Executive's employment hereunder, or any demotion, any phasing out or assignment to others, of the Date of Terminationduties contemplated herein.

Without Cause. If this Amended Agreement shall be Executive is involuntarily terminated by the Company Without Cause: , (ai) the Company Executive shall pay be entitled to the Employeecontinue to receive his full Base Salary, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) Termination Date, through the reminder of the Employment Period (as in effect immediately prior to the delivery of the Termination Notice and without regard to the automatic extension provisions of paragraph 4(a) hereof) so long as Executive has not breached the provisions of paragraphs 6, 7 or 8. The amounts payable pursuant to this paragraph 5(c) in respect of Base Salary may be payable, at Executive's discretion, in one lump sum payment within 30 days following the Termination Date equal to the present value (determined using a discount rate equal to the "prime" rate of Termination; and interest charged by Chase Manhattan Bank in New York plus two (2) percentage points) of the payments otherwise payable pursuant to this paragraph 5(c) and (ii) notwithstanding any provision in the case Annual Cash Bonus Plan to the contrary, Executive shall become fully vested and have a nonforfeitable interest in the benefits which he has accrued under the Annual Cash Bonus Plan as of compensation previously deferred the Termination Date and he shall be given full credit under the Plan for the benefit that he would have accrued for the plan year during which the Termination Date occurs (which determination may take into account whether Company performance goals established by the Employeeplan or its administrator for such year have been met, all amounts of such compensation previously deferred and but which may not yet paid take into account whether personal performance goals established for Executive by the plan or its administrator have been met) as if he were employed by the Company on the last day of such plan year. The amounts payable in respect of accrued benefits under the Annual Cash Bonus Plan shall be paid payable at the time provided for in, and in accordance with the plan documents governing such deferrals; (bprovision of, the Annual Cash Bonus Plan. This paragraph 5(c) sets forth Executive's exclusive remedy for a termination of his employment Without Cause and Executive shall have no other right or remedy against the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefitconnection therewith. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement shall be terminated by the Company Without Cause: (aelects to terminate Executive for any reason whatsoever other than as provided in Section 6(a) or if the Company causes a Defacto Termination of Executive (as defined below) (each a "Severance Termination"), Executive shall pay to receive the Employee, in a lump sum in cash within 30 days after the Date of Termination"Separation Package". As used herein, the aggregate "Separation Package" shall consist of the following amounts: (1) if not theretofore paid, the Employee’s two years' Base Salary (as at the annual rate in effect at the date of the Severance Termination) plus an amount equal to the Performance Bonus actually paid to Executive with respect to the eight fiscal quarters preceding the date of the Severance Termination (or if Executive has been employed for less than two years, the amount of Performances Bonus paid to Executive for the entire period of employment multiplied by a fraction, the numerator of which is the number eight and the denominator of which is the actual number of fiscal quarters for which Executive was employed by the Company). In addition, all Options and Anniversary Options which are scheduled to vest on the Date next anniversary of the commencement of the Agreement shall 5 vest as of the date of the Severance Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee. Further, all amounts options that have become exercisable as of the date of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses termination (including moving and relocation expenses) paid or incurred by the Employee those which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end do so as a result of the calendar year in which such expenses were incurred; and (cprovisions of the preceding sentence) shall remain so for a period of 24 months. In the 12-month period commencing on the Date event of a Severance Termination, Executive will also be provided with reasonable office space and secretarial support as well as the same mailing address and telephone number which Executive had during the term for up to six months, and the Company shall pay the Company portion costs of outplacement services with a provider of its choice at a level appropriate to Executive's title and position as requested by Executive. For purposes of this paragraph, a "Defacto Termination" shall include any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the followingevents: (i) all amounts the Company shall fail to be paid under this paragraph and that are includable in Employee’s income pay or shall only be paid if such expenses are incurred during reduce the 2 year period Base Salary, Performance Bonus or other benefits provided herein, except as permitted hereuner, or shall otherwise breach any material provision hereof which breach is not cured within 10 days after the Termination Datereceipt of notice thereof from Executive; (ii) any amount reimbursable or paid in one tax year the Company shall not affect fail to cause Executive to remain the amount to be reimbursed or paid in another tax yearChief Operating Officer and Chief Financial Officer of the Company; (iii) if Employee is reimbursed for any expenses hereunderExecutive shall not be continuously afforded the authority, he must provide the Company with reasonable documentation of such expensespowers, responsibilities and privileges contemplated in Section 1 above (whether or not accompanied by a change in title); (iv) payments for such expenses will the Company shall require Executive's primary services to be made rendered in cash promptly after the expenses are incurred but in no event later an area other than the end of Employee’s taxable year following Company's principal offices in the tax year in which the expenses are incurredLos Angeles metropolitan area; and or (v) the payments under this paragraph cannot be substituted for another benefit. after a Change in Control (d) as defined below), the Company shall pay to increases the Employee, in equal semi-monthly installments, the Employee’s Base Salary for senior executives of the Company generally without similarly increasing the Base Salary of Executive. For purposes of clause (as iii), Executive shall be deemed not to have been continuously afforded the authority, powers, responsibilities and privileges contemplated in effect on Section 1 above if there shall occur any reduction in the Date scope, level or nature of Termination) for 12 months after Executive's employment hereunder, or any demotion, any phasing out or assignment to others, of the Date of Terminationduties contemplated herein.

Without Cause. If The other provisions of this Amended Agreement shall be terminated by notwithstanding, the Company Without Cause: may terminate Xxxx'x employment, remove him as an officer and director and terminate this Agreement at any time for whatever reason it deems appropriate, with or without cause and with or without prior notice. In the event of such a termination of Xxxx'x employment and this Agreement, Xxxx shall have no further obligations of any kind under or arising out of the Agreement (aexcept for the obligations of Xxxx under Section 10) and the Company shall be obligated only to promptly pay to Xxxx within the Employee, Short Term Deferral Period the following in a lump sum payment: (a) 200% of Base Salary through the end of the then current Term of this Agreement (the “Remaining Term”) as provided for under Section 2 of this Agreement, but no less than a total of twenty-four months of 200% of Base Salary; and (b) any other amounts due and owing not then paid; provided, however, that in the event that as a result of such termination of employment Xxxx would otherwise be entitled to a severance payment (a “Change of Control Severance Payment”) under Section 4 of the Amended and Restated Severance Agreement dated as of the 30th day of December, 2008, between Xxxx and the Company, (the “Severance Agreement”), Xxxx shall be entitled to the amounts described in clause (b) above and the greater of: (i) the cash within 30 days after severance benefits described in clause (a) of this sentence and (ii) the Date cash severance benefits described in Section 4(a) of Terminationthe Severance Agreement, but in no event to both payments. After the date of termination under this Section 9.4 or Section 9.6, Xxxx shall not be treated as an employee for purposes of the Company's employee benefit plans or programs even though he may continue to receive payments as provided in this Section 9.4, except: that Xxxx and his eligible dependents shall continue, to the extent permitted by law, to be covered by health and welfare insurance plans or programs in which Xxxx and his eligible dependents participate immediately prior to Xxxx'x termination of employment for the Remaining Term; provided, however, that if during such time period Xxxx should enter into employment with a new employer and become eligible to receive comparable insurance benefits, the aggregate continued insurance benefits described herein shall automatically cease. In the event that Xxxx is ineligible, for whatever reason, to continue to be so covered with respect to any of the following amounts: (1) if not theretofore paidabove-referenced plans or programs, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall provide substantially equivalent coverage through other sources (determined on an after-tax basis). In the event Xxxx would otherwise be paid entitled to a Change of Control Severance Payment under the Severance Agreement as a result of a termination of employment under this Section 9.4, Xxxx may elect to receive the continued health and welfare insurance benefits under this Section 9.4 or under Section 4(b) of the Severance Agreement, but in no event both benefits. Furthermore, in the event of a termination Without Cause, Xxxx shall be presumed to have met eligibility requirements specified in Section 2.4 of the Xxxxxxxx Replacement Benefit Plan and the Xxxxxxxx Supplemental Benefit Plan or any successor thereto. He shall be presumed to have met eligibility requirements for the Company’s Retiree Health Care coverage at end of the Term provided, however, that if subsequent to such termination Xxxx should enter into employment with another employer and become eligible for health insurance benefits, Xxxx’x eligibility for Retirement Health Care coverage shall automatically cease. All awards of restricted stock and stock options shall automatically vest and be exercisable for the full unexpired term of the option. Xxxx agrees that the payments described in this Section 9.4 shall be full and adequate compensation to Xxxx for all damages Xxxx may suffer as a result of the termination of his employment pursuant to this Sections 9.4 or 9.6, and in consideration of the payments and benefits provided in this Section 9.4, Xxxx agrees to execute a Waiver and Release Agreement in the form attached hereto as Attachment A; provided, however, that, except as specifically provided for under this Section 9.4, any rights and benefits Xxxx may have under the employee benefit plans and programs of the Company, in which Xxxx is a participant, shall be determined in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs terms and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost provisions of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee plans and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefitprograms. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement shall be terminated (i) The Board may, by the Company Without Cause: (a) the Company shall pay written notice to the Employee, immediately terminate Employee's employment at any time for a reason other than Cause, in a lump sum in cash within 30 days after which event the Date of Termination, the aggregate of Employee shall be entitled to receive the following amounts: (1) if not theretofore paid, compensation and benefits: [a] the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and salary provided pursuant to section 2 hereof for two (2) years following termination (the "Severance Period") without cause; and [b] at the Bank's election, either [i] cash in an amount equal to the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by cost to the Employee of supporting documentationobtaining all health, pay or reimburse to life, disability and other fringe benefits (which may include bonuses at the discretion of the Board) that the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if eligible to participate during the Employee’s employment had not terminated, to be paid no later than 21/2 months after Severance Period in based upon the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least benefit levels substantially equal to those which would have been that the Bank provided to them for the Employee at the date of termination of employment, or [ii] continued participation under Section 4.4 if such Bank benefit plans during the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c)Severance Period, but only to the extent possible, all insurance premium and/or benefit payments by the Company Employee continues to qualify for participation therein. Compensation payable to Employee under this Section 10(d) shall be made so as payable according to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. regular payroll intervals on which the Bank pays its employees generally. (ii) Notwithstanding the foregoing, with respect the amount payable under clause (d)(i) hereof shall be reduced as follows: [a] to any benefits the extent that are for medical, dental or vision expenses under a self-insured planon the date of the Employee's termination of employment, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c)section (d) exceed any limitation on severance benefits under applicable provisions of state or federal banking laws, rules or regulations; [b] by 50% of the compensation received by Employer during the Severance Period by reason of the full‑time employment of Employee by a new employer that is a financial institution making loans to and taking deposits from the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409Ageneral public. Upon obtaining full‑time employment during the Severance Period, the Employee shall pay notify the premiums for such coverage Bank in writing of the commencement of the employment and the Company shall promptly reimburse compensation that Employee will receive respect thereto; and [c] if Employee breaches the Employee upon Employee’s submission provisions of reasonable documentation of Section 7 and fails to cure such premiumsbreach within five (5) days after written notice thereof, and the Company’s payment of such reimbursements all remaining severance compensation due under Section (d)(i) or any other benefits under this Section 6.3(c7(g) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefitforfeited. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement shall be terminated by Employer may terminate your employment at any time without cause on the Company Without Causefollowing terms: (ai) the Company shall Upon such termination, Employer will continue to pay to the Employee, you your base salary and continue your enrolment in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year Employer group benefit plans in which you are enrolled at the time of termination of your employment, for a period equal to greater of (i) six (6) months from the effective date of termination of your employment,. Upon such expenses were incurred; and (c) for the 12-month period commencing on the Date of Terminationtermination, the Company shall pay the Company portion Employer will provide payment of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family unpaid annual bonus, if any, described in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection 4(b) or 4 (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), but only to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, bonus has been declared by the Employee shall pay board of directors of TrioResources AG Inc. prior to the premiums for such coverage and expiry of the Company shall promptly reimburse time period described in the Employee upon Employee’s submission of reasonable documentation of such premiumsimmediately foregoing sentence, and the Company’s payment your rights to participate in pension, insurance and other benefit plans and programs of such reimbursements Employer, or any other benefits under this Section 6.3(c) to receive similar coverage, if any, shall be subject to as determined under such plans and programs in the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; circumstances. (ii) The amounts referenced above include payment of any amount reimbursable termination and/or severance pay to which you would be entitled pursuant to the ESA or paid in one tax year shall not affect any successor legislation governing your statutory entitlement to payment on the amount to be reimbursed or paid in another tax year; termination of your employment without cause. (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) You agree to accept the payments under set out in this paragraph canSection 6(b) in full and final satisfaction of any claim which you may have against Employer or any affiliated entity, including Predecessor, and to sign a full and final release in a form acceptable to Employer following your termination and in consideration of the payments described above, provided however, that such effective release will not be substituted affect any right that you, or in the event of your death, your personal representative or beneficiary, otherwise has to any accrued payment or benefit provided for another benefit. in this Agreement (d) the Company shall pay to the Employeewhich for greater certainty, in equal semi-monthly installmentsrespect of the annual bonus described in Section 4(b) or 4(c), shall only include a bonus that has been declared by the Employee’s Base Salary (as board of directors of TrioResources AG Inc. or to any vested benefits you may have in effect on the Date any employee benefit plan of Termination) for 12 months after the Date of TerminationEmployer or its subsidiaries or affiliates, or any right you have under any other agreement between you and Employer or any or its subsidiaries or affiliates.

Without Cause. This Agreement may be terminated pursuant to the terms of Section 2 or on thirty (30) days written notice (the thirtieth day following such notice being herein sometimes called the “Termination Date”) by the Company without Cause, subject to the following provision. If this Amended Agreement shall be the Employee’s employment is terminated by the Company Without without Cause: (a) the Company shall pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly or upon submission by the Employee of supporting documentation, pay Disability or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 non-renewal of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured planAgreement, the Employee shall pay receive an amount (the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), “Severance Amount”) equal to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission sum of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Datetwo years’ Base Compensation; plus (ii) any amount reimbursable or paid two years’ target bonus which Employee would have been entitled to receive for achieving budget for the year in one tax year shall not affect the amount to be reimbursed or paid in another tax yearwhich Employee’s employment was terminated; plus (iii) if provided the Employee is reimbursed elects for any expenses hereunderthe continuation of medical and dental insurance under the Company’s medical and dental insurance plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, he must provide as amended (“COBRA”), an amount equal to the Company with reasonable documentation Employee’s monthly COBRA cost for the period for which the Employee could elect COBRA continuation coverage under the Company’s medical and dental insurance plans as a result of such expenseshis termination of employment ; plus (iv) payments for such expenses will full vesting of any outstanding stock options and the lapsing of any restrictions over any restricted shares owned by the Employee. The cash portion of the Severance Amount shall be made in cash paid to the Employee as promptly as practicable after the expenses are incurred but date of termination and in no event later than ten (10) days after termination. Notwithstanding any other provision of this Agreement, payment of the end Severance Amount and any other benefits hereunder is expressly contingent upon the Employee executing the Company’s standard form of Employee’s taxable year following release, which includes, among other provisions, a covenant by the tax year Employee not to xxx and a waiver and release of all further potential claims against the Company and its subsidiaries and their respective officers and directors. Payment of the Severance Amount shall be in which lieu of all other financial obligations of the expenses are incurred; Company to the Employee and (v) all other benefits in this Agreement shall cease as of the payments under this paragraph candate of termination. The Employee shall have no obligation to seek other employment or otherwise mitigate damages hereunder. For the avoidance of doubt, it is understood that the Company will pay all amounts owed to Employee prior to the date of termination, including incentive compensation earned up through the date of termination in the same manner as all other plan participants. Notwithstanding anything in the incentive compensation plan, Employee need not be substituted employed at the date the incentive payments are made to be eligible for another benefitthis payment. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If In the event the Employment Period terminates under this Amended Agreement shall be terminated by as a result of the Company Without Cause: (a) terminating the Executive’s employment without Cause or the Executive terminating his employment for Good Reason, the Company shall pay to the Employee, in a lump sum in cash Executive (A) within 30 thirty (30) days after following the Date of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the EmployeeExecutive’s accrued but unused vacation and Base Salary (as in effect on the Date of Termination) through the Date of Termination; and Termination (2to the extent not theretofore paid) (the “Accrued Benefits”) and (B) one and a half (1.5) times the Executive’s Base Salary, payable in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid equal installments over an eighteen (18)-month period in accordance with the plan documents governing such deferrals; Company’s standard payroll practices. For the eighteen (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month 18)-month period commencing on the day after Executive’s Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue to provide medical benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal Executive which are substantially similar to those which would have been provided generally to them under Section 4.4 executive officers of the Company (including any required contribution by such executive officers) pursuant to such medical plan as may be in effect from time to time as if the EmployeeExecutive’s employment had not been terminated (it being understood that the Company may provide such coverage by paying the Executive’s COBRA premiums, less any contribution required by the Executive); provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive comparable medical or other welfare benefits under another employer provided plan, the corresponding medical and other welfare benefits described herein shall be terminated, but the Executive shall have the right to receive the other payments provided herein unaffected by any duty to mitigate. With respect The Executive shall promptly notify the Company of any changes in his medical benefits coverage. The payments and benefits provided under this Section 6(a) are subject to and conditioned upon the Executive executing a valid general release and waiver (in the form provided by the Company), waiving all claims the Executive may have against the Company, its successors, assigns, affiliates, executives, officers and directors, and such waiver becoming effective, and the payments and benefits set forth are subject to and conditioned upon the Executive’s compliance with the Restrictive Covenants provided in Sections 8 and 9 hereof. For the avoidance of doubt, upon a termination of the Employment Period without Cause or as a result of Good Reason, the Executive shall not be entitled to any other compensation or benefits not expressly provided for in this subsection (c)section, regardless of the time that would otherwise remain in the Employment Period had the Employment Period not been terminated without Cause or for Good Reason. Except as provided in this Section 6(a) and except for any vested benefits under any tax qualified pension plans of the Company, and continuation of health insurance benefits on the terms and to the extent possiblerequired by Section 4980B of the Internal Revenue Code of 1986, all insurance premium and/or benefit payments by as amended (the (“Code”) and Section 601 of the Employee Retirement Income Security Act of 1974, as amended (which provisions are commonly known as “COBRA”) or such other analogous legislation as may be applicable to the Executive, the Company shall be made so as have no additional obligations under this Agreement. For purposes of this Agreement, “Good Reason” shall mean, without the Executive’s consent: (i) any materially adverse change in the Executive’s title, (ii) any material diminution in the Executive’s authority or responsibilities, (iii) any material reduction, either from one year to be exempt the next, or within the current year, in the Executive’s base salary or bonus opportunity, other than, in the case of bonus opportunity, a decrease that applies to a similarly situated class of employees of the Company or its affiliates, or (iv) a change in the Executive’s principal place of business to a location more than 50 miles from Code Section 409Aits present location, and for provided, that Good Reason shall not occur unless the purposes thereofExecutive shall have given a detailed written notice to the Company of any fact or circumstance believed by the Executive to constitute Good Reason within thirty (30) days of the occurrence of such fact or circumstance, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of have thirty (30) days to cure such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA fact or circumstance and shall be responsible for the applicable premiums under COBRA. With respect have failed to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefitso cure. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If Notwithstanding any other provision of this Amended Agreement Section 5, the Board shall have the right to terminate Employee's employment with Employer at any time, but in the event of such termination, Employee shall be terminated by the Company Without Cause: entitled to receive (a1) the Company shall pay to the Employee, in a lump sum in cash within 30 days after payment of an amount equal to the Date sum of Termination, (A) the aggregate Base Salary through the date of termination and any Incentive Compensation for the following amounts: (1) if prior year to the extent not theretofore paid, the Employee’s Base Salary (as in effect on the Date of TerminationB) through the Date of Termination; and (2) in the case of any compensation previously deferred by Employee (together with any accrued interest or earnings thereon), (C) one hundred percent (100%) of one (1) years current Base Salary, (D) one hundred percent (100%) of the Employeeprevious year's Incentive Compensation, all amounts of such compensation previously deferred and (E) any accrued vacation earned and not yet paid by as of the Company shall be paid in accordance with the plan documents governing such deferrals; termination date, and (b2) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year of Employee's termination, payment of a prorated portion, based on the number of weeks during the year in which Employee was employed by Employer, of the Incentive Compensation that would be payable in respect of such expenses were incurred; and year (c) for the 12-month period commencing based on the Date criteria applicable for that year). Furthermore, Employee shall receive continuing participation for a period of Termination, one (l) year from the Company shall pay date of termination at Employer expense in those Additional Benefits in which Employee was enrolled at the Company portion time of any premiums and shall otherwise continue such termination. In consideration of the receipt of the severance benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth described in this subsection paragraph, and as a precondition to their receipt, Employee agrees to execute a release in the form attached hereto as Exhibit A (cthe "Release"), to the extent possible, all insurance premium and/or benefit payments by the Company . Employee shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as granted a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a selftwenty-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th one (21) day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements period (or any other time period required by applicable law) in which to review and study the Release and consult with an attorney prior to executing the Release. The severance benefits under described in this Section 6.3(c5(d) shall be subject payable to Employee within eight (8) days (or any other time period required by applicable law) after Employee's execution of the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefitRelease. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement shall be terminated by During the Term, the Company Without Cause:may terminate the Executive’s employment with the Company at any time without Cause upon thirty (30) days’ prior written notice; provided, however, that during such notice period, the Board, in its sole discretion, may -relieve the Executive of all of his duties, responsibilities and authority with respect to the Company and may restrict Executive’s access to Company property; provided, further, that the Board’s exercise of such discretion shall not constitute Good Reason (as defined below). Upon such a termination of employment, the Company shall (ai) provide the Executive with those benefits described in clauses (i) and (ii) of Section 6(a); (ii) pay the Executive any earned but unpaid annual bonus for the year immediately preceding the year of te1mination at the time the Company shall pay pays bonuses with respect to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts:such year to its executives generally; (1iii) if not theretofore paid, continue providing the Employee’s Executive with Base Salary (as in effect on for a period of 12 months following the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts date of such compensation previously deferred and not yet paid by termination of employment (the Company shall “Severance Period”), with such Base Salary to be paid in accordance with the plan documents governing Company’s regular payroll practice as if no such deferralstermination of employment had occurred; provided, however, that the Executive’s right to receive the payments set forth in this clause (ii) of Section 6(c) shall be conditioned on the Executive’s continued compliance with Sections 8 and 9 hereof and such payments shall not begin until the Executive signs and does not subsequently revoke a release of claims within sixty (60) days following such termination of employment, in substantially the form attached hereto as Exhibit B; provided, further, that if such sixty (60) day period spans two calendar years, any payment set forth in this Section 6(c)(ii) that, but for this proviso, would have been paid prior to the Company’s first payroll date in such second calendar year, shall not be paid until such payroll date (but only to the extent required to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)); (biv) during the Company shallpo11ion of the Severance Period during which the Executive and the Executive’s eligible dependents are eligible for COBRA coverage, promptly upon submission by reimburse the Employee of supporting documentation, pay or reimburse to Executive and the Employee Executive’s eligible dependents for their COBRA premiums less any costs and expenses (including moving and relocation expenses) paid or incurred by amounts that the Employee which Executive would have been payable required to contribute for coverage under Section 4.5 of this Amended Agreement if the EmployeeCompany’s employment health plans had not terminatedthe Executive remained employed by the Company, with such reimbursement to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family occur in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits procedures set forth in this subsection Section 4(e); provided, however, that if, at any time during the Severance Period, the Executive and the Executive’s eligible dependents cease to be eligible for COBRA coverage (cexcept as a result of Executive’s becoming eligible for coverage under the medical plans of a subsequent employer), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums Executive all reasonable premium costs incurred by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible Executive to elect continuation of provide private health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), Executive and the Executive’s eligible dependents that is substantially equivalent to the extent health insurance by which the Executive and the Executive’s eligible dependents were covered on the date of the Executive’s termination less any amounts that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums Executive would have been required to contribute for such coverage had the Executive remained employed by the Company, until the earlier of (x) the termination of the Severance Period and (y) the Company shall promptly reimburse date on which the Employee upon Employee’s submission Executive becomes eligible for coverage under the medical plans of reasonable documentation of such premiums, a subsequent employer; and (v) provide any stock-based compensation due to the Executive pursuant to any written agreement between the Executive and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Terminationte1ms and conditions set forth therein.

Without Cause. If this Amended Agreement shall be terminated In the event of the termination of Executive’s employment during the Employment Period by the Company Without Causewithout Cause (including a deemed termination without Cause as provided in Section 3(f) herein), Executive shall be entitled to payment of: (ai) any accrued but unused vacation; (ii) Base Salary through the Date of Termination (to the extent not theretofore paid); (iii) subject to an effective Release (as defined in Section 5(d)), Base Salary for a period of twelve (12) months following the Date of Termination which, subject to the restriction set forth in Section 5(e), shall be paid in approximately equal installments over a period of twelve (12) consecutive months in accordance with the Company’s ordinary payroll practices; (iv) subject to an effective Release, any unpaid Bonus for the Performance Cycle completed immediately preceding the Date of Termination that would be earned by Executive had Executive remained employed by the Company on the date such Bonus would be paid to an active employee; (v) subject to an effective Release, a pro-rata portion of the Bonus, if any, for the Performance Cycle in which the Date of Termination occurs (based on the achievement, as determined by the Company in its discretion, of the applicable performance criteria for the applicable Performance Cycle as described in Section 2(b)); (vi) subject to an effective Release, if Executive was covered under the Company’s group health plan at the time of termination Executive’s employment and elects to continue coverage under the Company’s group health plans pursuant to Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall pay to Executive’s COBRA continuation premiums until the Employee, in a lump sum in cash within 30 days after earlier of (x) the Date date Executive receives group health benefits from another employer or (y) the one-year anniversary of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2vii) in subject to an effective Release, the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid Company will provide Executive with outplacement services from vendors designated by the Company for a period of six (6) months following the Date of Termination, not to exceed $5,000.00. The amounts set forth in clauses (i) and (ii) above, shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing applicable law on the Date of Termination. Subject to Section 5(e), the Company amounts set forth in clauses (iv) and (v) above shall pay be paid as soon as is reasonably practicable after the close of the accounting books and records of the Company portion of any premiums and shall otherwise continue benefits for the relevant performance period at the same time bonuses are paid to the Employee and/or the Employee’s family active employees in accordance with the Company’s normal payroll practices provisions of the Bonus Program, but in no event will payment be made for any performance period ending on December 31 before January 1 or after March 15 of the year following the year in which the performance period ends. If payment by such date is administratively impracticable, payment may be made at least equal to those which would have been provided to them a later date as permitted under Treasury Regulation Section 4.4 if 1.409A-1(b)(4)(ii). SCI and Executive agree that, for purposes of Section 409A of the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection Internal Revenue Code of 1986, as amended (cthe “Code”), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment pursuant to clauses (iii), (iv) and (v) of this Section 5(a) shall be treated as a right to a separate payment under Code payment. Except as provided in this Section 409A. Notwithstanding the foregoing5(a) and Section 5(c), with respect to any benefits that are for medicalif applicable, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable no additional obligations under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee Agreement upon Employeea termination of Executive’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under employment governed by this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefitSection. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.