Common use of Compensation Upon Termination Clause in Contracts

Compensation Upon Termination. (a) If the Executive's employment is terminated as a result of the Executive's death or Disability, he, or his estate, will be entitled to: (i) any Base Salary earned but not yet paid; (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; (iv) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; and (v) other benefits accrued and earned by the Executive through the date of his death or Disability in accordance with applicable plans and programs of the Company. (b) If the Executive's employment is terminated by the Company for Cause, or by the Executive other than for Good Reason, or as a result of notice of nonrenewal provided by the Company or the Executive under Section 2, he will be entitled to: (i) any Base Salary earned but not yet paid; (ii) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) other benefits accrued and earned by the Executive through the date of his termination in accordance with applicable plans and programs of the Company; (iv) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Executive under Section 2, he will be entitled to a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; and (v) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Company under Section 2, he will be entitled to full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. (c) If the Executive's employment is terminated by the Company without Cause, or by the Executive for Good Reason, he will be entitled to: (i) any Base Salary earned but not yet paid; (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) continuation of his Base Salary, at the rate in effect on the date of his termination of employment (which, in the case of a termination of the Executive for Good Reason pursuant to Section 8(d)(v), shall be deemed to be the rate in effect prior to giving any effect to the reduction in Base Salary giving rise to such Good Reason), until the expiration of the Non-Competition Period (as defined below); (iv) the greater of: (A) a prorated bonus for the year in which employment terminates, prorated based on the number of days worked, or (B) an amount equal to fifty percent (50%) of the average of the bonus payments made pursuant to Section 5 of this Agreement during the two (2) calendar years preceding such termination, if any, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable in either event as soon as administratively feasible following the end of the then fiscal year of the Company; provided, however, that this clause (iv) shall not be applicable in the event that the Executive's employment is terminated upon notice of nonrenewal provided by the Company under Section 2; (v) until the expiration of the Non-Competition Period, subject to any employee contribution applicable to the Executive on the date of termination, continued participation in all of the Company's group medical and dental insurance plans in which he was participating on the date of his termination of employment, provided that the Executive is entitled to continue such participation under applicable law and plan terms; (vi) reimbursement in accordance with this Agreement of any business expenses incurred by the Executive but not yet paid to him on the date of his termination of employment, payable as soon as administratively feasible following termination of employment; and (vii) full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. In the event that, under the terms of any employee benefit plan referred to in subsection 9(c)(v) above, the Executive may not continue his participation, he will be provided with the after-tax economic equivalent of the benefits provided under any plan in which he was previously eligible to participate for the period specified in subsection 9(c)(v) above. The economic equivalent of any benefit foregone will be deemed to be the cost that would be incurred by the Executive in obtaining such benefit on the lowest available individual basis. (d) Any amounts due under this Section 9 are in the nature of severance payments or liquidated damages or both, and will fully compensate the Executive and his dependents or beneficiaries, as the case may be, for any and all direct damages and consequential damages that any of them may suffer as a result of termination of the Executive's employment, and they are not in the nature of a penalty. (e) Notwithstanding anything contained herein, any obligation of the Company to the Executive under Sections 9(c)(iii), (iv), (v) and (vii) is conditioned upon (i) the Executive signing a release of claims in the form attached hereto as Exhibit A (the "Employee Release") within twenty-one days (or such greater period as the Company may specify) following the later of the date on which the Executive (or, in the case of termination by the Executive for Good Reason, the Company) receives notice of termination of employment or the date the Executive receives a copy of the Employee Release and upon the Executive not revoking the Employee Release in a timely manner thereafter and (ii) the Executive's continuing compliance with the provisions of Section 10. If the Executive breaches any provision of Section 10, upon written notice of such breach and request for repayment from the Company, the Executive shall promptly pay to the Company an amount equal to the sum of any cash payments previously paid to the Executive pursuant to Sections 9(c)(iii), (iv), (v) and (vii). Any such repayment shall not be the exclusive remedy for any such breach and the Company shall retain all rights to pursue other available remedies (whether at law or equity) for any such breach.

Compensation Upon Termination. (a) If the Executive's employment is terminated as a result Upon termination of the Executive's death or Disability----------------------------- employment during the term of this Agreement (including any extensions thereof), he, or his estate, will the Executive shall be entitled toto the following benefits: (i) any Base Salary earned but not yet paid; (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; (iv) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; and (v) other benefits accrued and earned by the Executive through the date of his death or Disability in accordance with applicable plans and programs of the Company. (ba) If the Executive's employment is terminated by the Company for CauseCause or Disability or voluntarily by the Executive, or by reason of the Executive's death, the Company shall pay the Executive other than for Good Reasonall amounts earned or accrued hereunder through the Termination Date but not paid as of the Termination Date, or as a result of notice of nonrenewal provided by the Company or the Executive under Section 2, he will be entitled to: including (i) any Base Salary earned but not yet paid; Salary, (ii) reimbursement for any and all monies advanced or expenses incurred in accordance connection with this Agreement of any business expense the Executive's employment for reasonable and necessary expenses incurred by the Executive but not yet paidon behalf of the Company for the period ending on the Termination Date, payable as soon as administratively feasible following termination of employment; (iii) other benefits accrued any Bonus or incentive compensation and earned by the Executive through the date of his termination in accordance with applicable plans and programs of the Company; (iv) if the Executive's employment is terminated as a result of notice of nonrenewal provided by any previous compensation which the Executive under Section 2has previously deferred (including any interest earned or credited thereon) (collectively, he will be entitled "Accrued Compensation"). In addition to a prorated bonus for the year in which his employment terminatesforegoing, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; and (v) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Company under Section 2, he will be entitled to full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. (c) If the Executive's employment is terminated by the Company without for Disability or by reason of the Executive's death, the Company shall pay to the Executive or his beneficiaries an amount equal to the Bonus or incentive award that the Executive would have been entitled to receive in respect of the fiscal year in which the Executive's Termination Date occurs had he continued in employment until the end of such fiscal year, calculated as if all performance targets and goals (if applicable) had been fully met by the Company and by the Executive, as applicable, for such year, multiplied by a fraction the numerator of which is the number of days in such fiscal year through the Termination Date and the denominator of which is 365 (a "Pro Rata Bonus"). Executive's entitlement to any other compensation or benefits shall be determined in accordance with the Company's employee benefit plans and other applicable programs and practices then in effect. (b) If the Executive's employment by the Company shall be terminated (1) by the Company other than for Cause, death or Disability or (2) by the Executive for Good Reason, he will then the Executive shall be entitled toto the benefits provided below: (i) any Base Salary earned but not yet paidthe Company shall pay the Executive all Accrued Compensation and a Pro Rata Bonus; (ii) the Company shall pay the Executive as severance pay and in lieu of any bonus awarded pursuant further salary for periods subsequent to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) continuation of his Base Salary, at the rate in effect on the date of his termination of employment (whichTermination Date, in a single payment an amount in cash equal the case sum of a termination of (A) the Executive for Good Reason pursuant to Section 8(d)(v), shall be deemed to be the rate in effect prior to giving any effect to the reduction in Executive's Base Salary giving rise to such Good Reason), until for the expiration of then-current fiscal year and (B) the Non-Competition Period "Bonus Amount" (as defined below); . The term "Bonus Amount" shall mean (ivx) the greater of: (A) a prorated bonus for the year in which employment terminates, prorated based on the number of days worked, or (B) an amount equal to fifty percent (50%) of the average of the bonus payments made pursuant to Section 5 of this Agreement during the two (2) calendar years preceding such termination, if any, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable in either event as soon as administratively feasible following the end of the then fiscal year of the Company; provided, however, that this clause (iv) shall not be applicable in the event that the Executive's employment is terminated upon notice of nonrenewal provided by the Company under Section 2; (v) until the expiration of the Non-Competition Period, subject to any employee contribution applicable to the Executive on the date of termination, continued participation in all of the Company's group medical and dental insurance plans in which he was participating on the date of his termination of employment, provided that the Executive is entitled to continue such participation under applicable law and plan terms; (vi) reimbursement in accordance with this Agreement of any business expenses incurred Bonus or incentive compensation received by the Executive but not yet paid to him on during the date of his termination of employment, payable as soon as administratively feasible following termination of employment; and fiscal year immediately preceding the Termination Date or (viiy) full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. In the event that, under the terms of any employee benefit plan referred to in subsection 9(c)(v) above, the Executive may not continue his participation, he will be provided with the after-tax economic equivalent of the benefits provided under any plan in which he if no Bonus was previously eligible to participate for the period specified in subsection 9(c)(v) above. The economic equivalent of any benefit foregone will be deemed to be the cost that would be incurred received by the Executive in obtaining such benefit on during the lowest available individual basis. (d) Any amounts due under this Section 9 are in the nature of severance payments or liquidated damages or bothpreceding fiscal year, and will fully compensate the Executive and his dependents or beneficiaries, as the case may be, for any and all direct damages and consequential damages that any of them may suffer as a result of termination of the Executive's employment, and they are not in the nature of a penalty. (e) Notwithstanding anything contained herein, any obligation of the Company to the Executive under Sections 9(c)(iii), (iv), (v) and (vii) is conditioned upon (i) the Executive signing a release of claims in the form attached hereto as Exhibit A (the "Employee Release") within twenty-one days (or such greater period as the Company may specify) following the later of the date on which the Executive (or, in the case of termination by the Executive for Good Reason, the Company) receives notice of termination of employment or the date the Executive receives a copy of the Employee Release and upon the Executive not revoking the Employee Release in a timely manner thereafter and (ii) the Executive's continuing compliance with the provisions of Section 10. If the Executive breaches any provision of Section 10, upon written notice of such breach and request for repayment from the Company, the Executive shall promptly pay to the Company then an amount equal to the sum Executive's maximum Bonus which could be awarded for the fiscal year in which the Termination Date occurs had he continued in employment until the end of any cash payments previously paid to the Executive pursuant to Sections 9(c)(iii)such fiscal year, assuming all performance targets and goals (iv), (vif applicable) and (vii). Any such repayment shall not be the exclusive remedy for any such breach and had been fully met by the Company shall retain all rights to pursue other available remedies (whether at law or equity) and by the Executive, as applicable, for any such breach.year; and

Compensation Upon Termination. (a) If the Executive's Employee’s employment is terminated as a result of the Executive's his death or Disability, he, or his estate, will be entitled to: (i) any Base Salary earned but not yet paid; (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; (iv) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; and (v) other benefits accrued and earned by the Executive through the date result of his death or Disability in accordance with applicable plans and programs of the Company. (b) If the Executive's employment is terminated by the Company for Cause, or by the Executive voluntary resignation other than for Good Reason, or as a result of notice of nonrenewal provided by the Company for Cause, the Company shall pay to Employee or to the Executive under Section 2Employee’s estate, he will be entitled to: (i) any as applicable, his accrued Base Salary earned but not yet paid; (ii) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) other benefits accrued and earned by the Executive through the date of his termination in accordance with applicable plans and programs expense reimbursement amounts for expenses incurred through the date of termination. Employee shall have no further entitlement to any other compensation or benefits from the Company; (iv, except as provided in Section 10(a) if the Executive's employment is terminated as a result below regarding continuation of notice of nonrenewal provided by the Executive under Section 2, he will insurance coverage. Employee shall not be entitled to a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing payable after the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; and (v) if the Executive's employment is terminated as a result of notice of nonrenewal provided except where Employee remains employed by the Company under through December 31 of the calendar year during which the Discretionary Performance Bonus was earned as provided in Section 2, he will be entitled to full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units4(b) above. (cb) If the Executive's Employee’s employment is terminated by the Company without Cause, and other than by reason of death or Disability, or if the Employee’s employment is terminated by the Executive Employee for Good Reason, he will be entitled to: (i) any then the Company shall pay to Employee his Base Salary earned but not yet paid; (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) continuation of his Base Salary, at the rate in effect on through the date of his termination of employment (which, in the case of a termination of the Executive and any expense reimbursement amounts for Good Reason pursuant to Section 8(d)(v), shall be deemed to be the rate in effect prior to giving any effect to the reduction in Base Salary giving rise to such Good Reason), until the expiration of the Non-Competition Period (as defined below); (iv) the greater of: (A) a prorated bonus for the year in which employment terminates, prorated based on the number of days worked, or (B) an amount equal to fifty percent (50%) of the average of the bonus payments made pursuant to Section 5 of this Agreement during the two (2) calendar years preceding such termination, if any, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing expenses incurred through the date of termination. In addition, payable in either event as soon as administratively feasible following the end of the then fiscal year of if (i) Employee has executed and delivered to the Company; provided, howeverwithin sixty (60) days after the effective date of that termination, that this clause (iv) a written general release in a form satisfactory to the Company, whereby Employee shall not be applicable in the event that the Executive's employment is terminated upon notice of nonrenewal provided by release the Company under Section 2; (v) until the expiration of the Non-Competition Period, subject to any employee contribution applicable to the Executive on the date of termination, continued participation in all of the Company's group medical and dental insurance plans in which he was participating on the date of his termination of employment, provided that the Executive is entitled to continue such participation under applicable law and plan terms; (vi) reimbursement in accordance with this Agreement of any business expenses incurred by the Executive but not yet paid to him on the date of his termination of employment, payable as soon as administratively feasible following termination of employment; and (vii) full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. In the event that, under the terms of any employee benefit plan referred to in subsection 9(c)(v) above, the Executive may not continue his participation, he will be provided with the after-tax economic equivalent of the benefits provided under any plan in which he was previously eligible to participate for the period specified in subsection 9(c)(v) above. The economic equivalent of any benefit foregone will be deemed to be the cost that would be incurred by the Executive in obtaining such benefit on the lowest available individual basis. (d) Any amounts due under this Section 9 are in the nature of severance payments or liquidated damages or both, and will fully compensate the Executive and his dependents or beneficiaries, as the case may be, for from any and all direct damages and consequential damages that any potential liabilities arising out of them may suffer as a result of Employee’s employment with, or termination of the Executive's employmentfrom employment from, and they are not in the nature of a penalty. (e) Notwithstanding anything contained herein, any obligation of the Company to the Executive under Sections 9(c)(iii(a “Release”), (iv), (v) and (vii) is conditioned upon (i) the Executive signing a release of claims in the form attached hereto as Exhibit A (the "Employee Release") within twenty-one days (or such greater period as the Company may specify) following the later of the date on which the Executive (or, in the case of termination by the Executive for Good Reason, the Company) receives notice of termination of employment or the date the Executive receives a copy of the Employee Release and upon the Executive not revoking the Employee Release in a timely manner thereafter ; and (ii) the Executive's continuing compliance with rescission period specified in that release has expired, the provisions Company shall pay to Employee a severance amount equal to nine (9) months of Section 10. If Employee’s then current Base Salary (the Executive breaches any provision “Severance”), less applicable withholdings and deductions, which amount shall be payable in a single lump sum on or before the 90th day after the effective date of Section 10that termination; provided that the Board may, upon written notice to Employee, reduce the Severance amount to six (6) months of Employee’s then current Base Salary in the event the Company enters bankruptcy or insolvency proceedings. For purposes of the calculation of the Severance and any payment of the Discretionary Performance Bonus target amount pursuant to Section 9(c), Employee’s Base Salary and Discretionary Performance Bonus target amounts shall be calculated without giving effect to any reduction that would give rise to Employee’s right to resign for Good Reason. c) If (i) Employee’s employment is terminated by the Company (or its successor) without Cause or the Employee resigns for Good Reason, in either case (A) within eighteen (18) months following the occurrence of a Change of Control or (B) within 90 days prior to and in connection with the occurrence of a Change of Control, then in addition to the severance benefits provided under Section 9(b) above and conditioned upon both the execution and non-revocation of the Release and the execution of a new agreement containing post-termination restrictive covenants (including, without limitation, a non-competition covenant) of the same scope, duration and terms as the Non-Disclosure Agreement, (1) all unvested options or restricted stock awards (collectively, “Unvested Stock Awards”) held by Employee at the time that such breach termination occurs shall be accelerated and request deemed to have vested as of the termination date; and (2) the Company shall pay Employee the target amount of the Discretionary Performance Bonus contemplated by Section 4(b) (i.e., forty percent (40%) of Employee’s Base Salary) that would have been payable for repayment from the calendar year in which termination of his employment occurs, payable in a single lump sum on the 90th day after the effective date of termination. Prior to any Change of Control, the Company shall take such action as may be necessary to amend the terms of any Unvested Stock Award (either granted prior to or after the Effective Date) in order to provide the acceleration contemplated by this Section 9(c). d) This Section 9 sets forth the only obligations of the Company with respect to the termination of the Employee’s employment with the Company, and the Executive Employee acknowledges that, upon the termination of his employment, he shall promptly pay not be entitled to the Company an amount equal any payments or benefits which are not explicitly provided in Section 9. e) Amounts payable to the sum of any cash payments previously paid to the Executive Employee pursuant to Sections 9(c)(iii9(b) or 9(c) hereof shall only be paid following Employee’s separation from service with the Company. The time for payment of amounts due following Employee’s separation from service pursuant to this Section 9 shall be determined in accordance with the Company’s regular payroll and bonus payment practices, subject to the provisions of Code Section 409A and the Treasury Regulations. Notwithstanding anything herein to the contrary, (i) if at the time of Employee’s termination of employment with the Company the Company’s common stock is publicly traded (as determined under Code Section 409A), (ivii) Employee is a “specified employee” (as determined under Code Section 409A), and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Code Section 409A, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (vwithout any reduction in such payments or benefits ultimately paid or provided to Employee) until the date that is six (6) months and one day following Employee’s termination of employment with the Company (or the earliest date as is permitted under Code Section 409A without any accelerated or additional tax); and (viiii) if any other payments of money or other benefits due to Employee hereunder could cause the application of an accelerated or additional tax under Code Section 409A, then such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Code Section 409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that is reasonably expected not to cause such an accelerated or additional tax. For purposes of Code Section 409A, each payment made under this Agreement shall be designated as a “separate payment” within the meaning of the Code Section 409A, and, to the extent required by Code Section 409A, references herein to Employee’s “termination of employment” shall refer to Employee’s “separation from service” (within the meaning of Code Section 409A) with the Company (as defined to include any affiliates required to be taken into account for that definition of separation from service). Any such repayment shall not be To the exclusive remedy for extent any reimbursements or in-kind benefits due to Employee under this Agreement constitute “deferred compensation” under Code Section 409A, any such breach reimbursements or in-kind benefits shall be paid to Employee in a manner consistent with Section 1.409A-3(i)(1)(iv) of the Treasury Regulations. The compensation (including without limitation separation benefits) provisions of this Agreement shall be interpreted, operated and administered in a manner intended to comply with any applicable requirements of Code Section 409A, the Company shall retain all rights to pursue other available remedies (whether at law or equity) for any such breach.Treasury Regulations, and subsequent guidance issued under Code Section 409A.

Compensation Upon Termination. (a) If the Executive's ’s employment is terminated as a result of the Executive's his death or Disability, he, the Company shall pay to the Executive or his to the Executive’s estate, will be entitled to: (i) any as applicable, his Base Salary earned and any accrued but not yet paid; (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; (iv) unpaid Bonus and expense reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; and (v) other benefits accrued and earned by the Executive amounts through the date of his death Death or Disability in accordance with applicable plans Disability. All Restricted Shares and programs Stock Options that are scheduled to vest on the next succeeding anniversary of the CompanyEffective Date shall be accelerated and deemed to have vested as of the termination date. All Restricted Shares and Stock Options that have not vested (or been deemed pursuant to the immediately preceding sentence to have vested) as of the date of termination shall be forfeited to the Company as of such date. Stock Options that have vested as of the Executive’s termination shall remain exercisable for 90 days following such termination. (b) If the Executive's ’s employment is terminated by the Board of Directors of the Company for Cause, or by then the Company shall pay to the Executive other than for Good Reason, or as a result of notice of nonrenewal provided by the Company or the Executive under Section 2, he will be entitled to: (i) any his Base Salary earned but not yet paid; (ii) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) other benefits accrued and earned by the Executive through the date of his termination in accordance with applicable plans and programs of the Executive shall have no further entitlement to any other compensation or benefits from the Company; (iv) if the Executive's employment is terminated . All Restricted Shares and Stock Options that have not vested as a result of notice of nonrenewal provided by the Executive under Section 2, he will be entitled to a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable termination shall be forfeited to the Company as soon of such date. Stock Options that have vested as administratively feasible following the end of the then current fiscal year of the Company; and (v) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Company under Section 2, he will be entitled to full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units’s termination shall remain exercisable for 90 days following such termination. (c) If the Executive's ’s employment is terminated by the Company without Cause, (or by its successor) upon the Executive for Good Reason, he will be entitled to: (i) any Base Salary earned but not yet paid; (ii) any bonus awarded pursuant to Section 5 occurrence of this Agreement but not yet paid, payable as soon as administratively feasible following termination a Change of employment; (iii) continuation of his Base Salary, at the rate in effect Control and on the date of his termination pursuant to this Section 10(c) the fair market value of employment (whichthe Company’s Common Stock, in the case aggregate, as determined in good faith by the Board on the date of such Change of Control, is less than $40,000,000, then the Company (or its successor, as applicable) shall continue to pay to the Executive his Base Salary and benefits for a period of six months following such termination as well as any expense reimbursement amounts owed through the date of termination All Restricted Shares and Stock Options that are scheduled to vest by the end of the Executive for Good Reason pursuant to Section 8(d)(v), shall be deemed to be the rate in effect prior to giving any effect to the reduction in Base Salary giving rise to such Good Reason), until the expiration of the Non-Competition Period (as defined below); (iv) the greater of: (A) a prorated bonus for the calendar year in which such termination occurs shall be accelerated and deemed to have vested as of the termination date. All Restricted Shares and Stock Options that have not vested (or been deemed pursuant to the immediately preceding sentence to have vested) as of the date of termination shall be forfeited to the Company as of such date. Stock Options that have vested as of the Executive’s termination shall remain exercisable for 90 days following such termination. (d) If the Executive’s employment terminates, prorated based on is terminated by the number Company other than as a result of days worked, the Executive’s death or Disability and other than for reasons specified in Sections 10(b) or (Bc), then the Company shall (i) an amount equal continue to fifty percent (50%) pay to the Executive his Base Salary for a period of the average of the bonus payments made pursuant to Section 5 of this Agreement during the two (2) calendar years preceding twelve months following such termination, if any, minus (ii) pay the Executive any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing expense reimbursement amounts owed through the date of termination, payable and (iii) ) all Restricted Shares and Stock Options that are scheduled to vest during the Term shall be accelerated and deemed to have vested as of the termination date. The Company’s obligation under clauses (i) and (ii) in either event as soon as administratively feasible the preceding sentence shall be subject to offset by any amounts otherwise received by the Executive from any employment during the one year period following the end termination of his employment. All Stock Options that are scheduled to vest during the Term shall be accelerated and deemed to have vested as of the then fiscal year termination date. Any Stock Options that have vested as of the Company; provided, however, that this clause (iv) shall not be applicable in the event that the Executive's employment is terminated upon notice of nonrenewal provided by the Company under Section 2; (v) until the expiration of the Non-Competition Period, subject to any employee contribution applicable to the Executive on the date of termination, continued participation in all of the Company's group medical and dental insurance plans in which he was participating on the date of his termination of employment, provided that the Executive is entitled to continue such participation under applicable law and plan terms; (vi) reimbursement in accordance with this Agreement of any business expenses incurred by the Executive but not yet paid to him on the date of his termination of employment, payable as soon as administratively feasible following termination of employment; and (vii) full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. In the event that, under the terms of any employee benefit plan referred to in subsection 9(c)(v) above, the Executive may not continue his participation, he will be provided with the after-tax economic equivalent of the benefits provided under any plan in which he was previously eligible to participate for the period specified in subsection 9(c)(v) above. The economic equivalent of any benefit foregone will be deemed to be the cost that would be incurred by the Executive in obtaining such benefit on the lowest available individual basis. (d) Any amounts due under this Section 9 are in the nature of severance payments or liquidated damages or both, and will fully compensate the Executive and his dependents or beneficiaries, as the case may be, for any and all direct damages and consequential damages that any of them may suffer as a result of termination of the Executive's employment, and they are not in the nature ’s termination shall remain exercisable for a period of a penalty90 days. (e) Notwithstanding anything contained herein, any obligation This Section 10 sets forth the only obligations of the Company with respect to the Executive under Sections 9(c)(iii)termination of the Executive’s employment with the Company, (iv), (v) and (vii) is conditioned upon (i) the Executive signing a release acknowledges that, upon the termination of claims his employment, he shall not be entitled to any payments or benefits which are not explicitly provided in the form attached hereto as Exhibit A Section 10. (the "Employee Release"f) within twenty-one days (or such greater period as the Company may specify) following the later Upon termination of the date on which the Executive (or, in the case of termination by the Executive Executive’s employment hereunder for Good Reason, the Company) receives notice of termination of employment or the date the Executive receives a copy of the Employee Release and upon the Executive not revoking the Employee Release in a timely manner thereafter and (ii) the Executive's continuing compliance with the provisions of Section 10. If the Executive breaches any provision of Section 10, upon written notice of such breach and request for repayment from the Companyreason, the Executive shall promptly pay be deemed to have resigned as director of the Company an amount equal to Company, effective as of the sum date of such termination. (g) The provisions of this Section 10 shall survive any cash payments previously paid to the Executive pursuant to Sections 9(c)(iii), (iv), (v) and (vii). Any such repayment shall not be the exclusive remedy for any such breach and the Company shall retain all rights to pursue other available remedies (whether at law or equity) for any such breachtermination of this Agreement.

Compensation Upon Termination. (a) If the The following provisions pertaining to Executive's employment is terminated as a result ’s compensation shall be observed upon termination of the Executive's death or Disability’s employment. Any amount payable to Executive under this Section 6 shall be subject to all applicable federal, hestate and local withholdings, or his estatepayroll or other taxes. Except as set forth in this Section 6, will be entitled to: (i) any Base Salary earned but not yet paid; (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following upon termination of employment; (iii) a prorated bonus for the year in which his employment terminates, prorated based on the number of days workedExecutive shall not be entitled to further payments, minus any bonus payments made pursuant to Section 5 of severance or other benefits arising under this Agreement in respect of the year containing the date of or from Executive’s employment with Employer or its termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; (iv) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; and (v) other benefits accrued and earned by the Executive through the date of his death or Disability in accordance with applicable plans and programs of the Company. (b) If the Executive's employment is terminated by the Company for Cause, 6.1 By Employer with Cause or by Executive without Good Reason or Total Disability during Employment Term. If Employer terminates Executive’s employment during the Employment Term for Cause or if Executive terminates Executive’s employment during the Employment Term other than for Good ReasonReason or Total Disability, Executive shall be paid for unpaid wages and unused accrued vacation earned through the termination date. If Executive terminates employment during the Employment Term other than for Good Reason or as a result of Total Disability, Executive shall be required to give written notice of nonrenewal provided by the Company or the Executive under Section 2, he will be entitled to: at least three (i3) any Base Salary earned but not yet paid; months (ii) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) other benefits accrued and earned by the Executive through the date of his termination in accordance with applicable plans and programs of such notice being the Company; (iv) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Executive under Section 2, he will be entitled to a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; and (v) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Company under Section 2, he will be entitled to full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. (c) If the Executive's employment is terminated by the Company without Cause, or by the Executive for Good Reason, he will be entitled to: (i) any Base Salary earned but not yet paid; (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) continuation of his Base Salary, at the rate in effect on the date of his termination of employment (which, in the case of a termination of the Executive for Good Reason pursuant to Section 8(d)(v“Notice Date”), shall be deemed to be the rate in effect prior to giving any effect to the reduction in Base Salary giving rise to such Good Reason), until the expiration of the Non-Competition Period (as defined below); (iv) the greater of: (A) a prorated bonus for the year in which employment terminates, prorated based on the number of days worked, or (B) an amount equal to fifty percent (50%) of the average of the bonus payments made pursuant to Section 5 of this Agreement during the two (2) calendar years preceding such termination, if any, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable in either event as soon as administratively feasible following the end of the then fiscal year of the Company; provided, however, that this clause in such case Employer may accelerate such termination date to a date no earlier than thirty (iv30) shall not be applicable in days after the event that the Executive's employment is terminated upon date Executive provides notice of nonrenewal provided termination and may relieve Executive of Executive’s responsibilities at any time after Executive provides such notice. 6.2 By Employer other than for Cause or Total Disability or by Executive for Good Reason during Employment Term. If Employer terminates Executive’s employment during the Company under Employment Term other than for Total Disability or Cause or if Executive terminates Executive’s employment during the Employment Term for Good Reason, Employer shall pay to Executive the amounts set forth in this Section 2; (v) until the expiration of the Non-Competition Period6.2, subject to any employee contribution applicable provided, however, that Executive’s entitlement to the Executive on the date of termination, continued participation amounts described in all of the Company's group medical Sections 6.2.2 and dental insurance plans in which he was participating on the date of his termination of employment, provided that the Executive is entitled to continue such participation under applicable law and plan terms; (vi) reimbursement in accordance with this Agreement of any business expenses incurred by the Executive but not yet paid to him on the date of his termination of employment, payable as soon as administratively feasible following termination of employment; and (vii) full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. In the event that, under the terms of any employee benefit plan referred to in subsection 9(c)(v) above, the Executive may not continue his participation, he will be provided with the after-tax economic equivalent of the benefits provided under any plan in which he was previously eligible to participate for the period specified in subsection 9(c)(v) above. The economic equivalent of any benefit foregone will be deemed to be the cost that would be incurred by the Executive in obtaining such benefit on the lowest available individual basis. (d) Any amounts due under this Section 9 are in the nature of severance payments or liquidated damages or both, and will fully compensate the Executive and his dependents or beneficiaries, as the case may be, for any and all direct damages and consequential damages that any of them may suffer as a result of termination of the Executive's employment, and they are not in the nature of a penalty. (e) Notwithstanding anything contained herein, any obligation of the Company to the Executive under Sections 9(c)(iii), (iv), (v) and (vii) 6.2.3 is conditioned upon (i) the Executive signing and delivering to Employer upon such termination a release of claims in substantially the form attached hereto as Exhibit A (the "Employee “Release") within twenty-one days (”). Notwithstanding the foregoing, no amounts described in Section 6.2.2 or 6.2.3 shall be due or owing to Executive if, before or after such greater period as the Company may specify) following the later payments are made, Employer is out of the date on which the Executive (orcompliance, or reasonably would become out of compliance, with any covenants imposed by its creditors, in the case good faith discretion of the Management Board of Employer. If, however, at any time within one (1) year after the date that any such amount would have been due and owing but for the circumstances described in the foregoing sentence, Employer becomes able to pay such amount and remain in compliance with all covenants imposed by its creditors, before or after such payment is made, in the good faith discretion of the Management Board of Employer, then such amount shall then become due and owing. 6.2.1 Unpaid wages and unused accrued vacation earned through the termination date; 6.2.2 Continuation of payments of base salary at the rate then in effect for 12 months; provided that during the final six months thereof such payments will be reduced by any compensation earned by the Executive for Good Reason, the Company) receives from employment or consulting during such period. Executive shall promptly provide Employer notice of any employment or consulting assignment during the final six month period and shall provide Employer upon request documentary proof regarding compensation pertaining to such engagements; and 6.2.3 If Executive elects to continue medical and/or dental coverage after termination of employment or the date the Executive receives a copy of the Employee Release and upon the Executive not revoking the Employee Release in a timely manner thereafter and (ii) the Executive's continuing compliance with the provisions of Section 10. If the Executive breaches any provision of Section 10, upon written notice of such breach and request for repayment from the Company, the Executive shall promptly pay Employer pursuant to the Company an amount equal to the sum Consolidated Omnibus Budget Reconciliation Act of any cash payments previously paid to the Executive pursuant to Sections 9(c)(iii1985 (“COBRA”), (iv)if such act is applicable, (v) monthly premium payments for Executive and (vii). Any Executive’s spouse for the period that Executive is eligible for such repayment shall coverage but not be to exceed the exclusive remedy period for any such breach and the Company shall retain all rights which Executive is entitled to pursue other available remedies (whether at law or equity) for any such breachSeparation Payments under this Agreement.

Compensation Upon Termination. (a) If during the term of this Agreement (including any extensions thereof), the Executive's employment is terminated as a result by the Company for Cause, by reason of the Executive's death or Disabilityif the Executive gives written notice not to extend the term of this Agreement, he, or his estate, will the Company's sole obligation hereunder shall be entitled to: to pay the Executive the following amounts earned hereunder but not paid as of the Termination Date: (i) any Base Salary earned but not yet paid; Salary, (ii) reimbursement for any bonus awarded and all monies advanced or expenses incurred pursuant to Section 5 of this Agreement but not yet paid7(b) through the Termination Date, payable as soon as administratively feasible following termination of employment; and (iii) a prorated bonus any earned compensation which the Executive had previously deferred (including any interest earned or credited thereon) (collectively, "Accrued Compensation"), provided, however, that if the Executive gives such written -------- ------- notice not to extend, the Company shall continue to pay the premiums provided for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following 7(a)(1) through the end of the then current fiscal calendar year of in which the Company; (iv) reimbursement Executive's termination occurs. The Executive's entitlement to any other benefits shall be determined in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; and (v) other benefits accrued and earned by the Executive through the date of his death or Disability in accordance with applicable plans and programs of the Company's employee benefit plans then in effect. (b) If the Executive's employment is terminated by the Company other than for Cause, Cause or by the Executive other than for Good Reason, or the Company's sole obligation hereunder shall be as a result of notice of nonrenewal provided by the Company or the Executive under Section 2, he will be entitled tofollows: (i) any Base Salary earned but not yet paidthe Company shall pay the Executive the Accrued Compensation; (ii) reimbursement in accordance with this Agreement of any business expense incurred by the Company shall continue to pay the Executive but not yet paid, payable as soon as administratively feasible the Base Salary for a period of one (1) year following termination of employment;the Termination Date; and (iii) other benefits accrued and earned by the Executive Company shall continue to pay the premiums provided for in Section 7(a)(1) hereof through the date of his termination in accordance with applicable plans and programs of the Company; (iv) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Executive under Section 2, he will be entitled to a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal calendar year of the Company; and (v) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Company under Section 2, he will be entitled to full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock unitsin which such termination occurs. (c) If the Executive's employment is terminated by the Company without Causeby reason of the Executive's Disability, or by the Executive for Good Reason, he will Company's sole obligation hereunder shall be entitled toas follows: (i) any Base Salary earned but not yet paidthe Company shall pay the Executive the Accrued Compensation; (ii) any bonus awarded pursuant the Company shall continue to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) continuation of his Base Salary, at pay the rate in effect on the date of his termination of employment (which, in the case of a termination Executive 100% of the Executive for Good Reason pursuant to Section 8(d)(v), shall be deemed to be the rate in effect prior to giving any effect to the reduction in Base Salary giving rise to such Good Reason)for the first twelve months following the Termination Date, until the expiration 80% of the Non-Competition Period (as defined below); (iv) the greater of: (A) a prorated bonus Base Salary for the year in which employment terminatessecond twelve months following the Termination Date, prorated based on the number of days worked, or (B) an amount equal to fifty percent (50%) and 60% of the average of Base Salary for the bonus payments made pursuant to Section 5 of this Agreement during the two (2) calendar years preceding such termination, if any, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable in either event as soon as administratively feasible third twelve months following the end of the then fiscal year of the CompanyTermination Date; provided, however, that this clause such -------- ------- Base Salary shall be reduced by the amount of any benefits the Executive receives by reason of his Disability under the Company's relevant disability plan or plans; and (iii) if the Executive is disabled beyond thirty-six (36) months, the Company shall continue to pay the Executive 60% of Base Salary up to a maximum of $250,000 per year for the period of the Executive's Disability, as defined in the Company's relevant disability plans; provided, however, that such payments shall be reduced by the ----------------- amount of any benefits the Executive receives by reason of his Disability under the Company's relevant disability plan or plans; and (iv) the Company shall not be applicable continue to pay the premiums provided for in Section 7(a)(1) hereof through the event that end of the calendar year in which such termination occurs. (d) If the Executive's employment is terminated upon notice of nonrenewal provided by the Company under Section 2; (v) until the expiration of the Non-Competition Period, subject to any employee contribution applicable to the Executive on the date of termination, continued participation in all reason of the Company's group medical and dental insurance plans in which he was participating on the date of his termination of employment, provided that written notice to the Executive is entitled of its decision not to continue such participation under applicable law and plan termsextend the term of this Agreement as contemplated in Section 1 hereof, the Company's sole obligation hereunder shall be as follows: (i) the Company shall pay the Executive the Accrued Compensation; (viii) reimbursement in accordance with this Agreement of any business expenses incurred by the Company shall continue to pay the Executive but not yet paid to him on the date Base Salary for a period of his termination one (1) year following the expiration of employment, payable as soon as administratively feasible following termination of employmentsuch term; and (viiiii) full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. In the event that, under Company shall continue to pay the terms of any employee benefit plan referred to premiums provided for in subsection 9(c)(vSection 7(a)(1) above, hereof through the Executive may not continue his participation, he will be provided with the after-tax economic equivalent end of the benefits provided under any plan calendar year in which he was previously eligible to participate for the period specified in subsection 9(c)(v) above. The economic equivalent of any benefit foregone will be deemed to be the cost that would be incurred by the Executive in obtaining such benefit on the lowest available individual basis. (d) Any amounts due under this Section 9 are in the nature of severance payments or liquidated damages or both, and will fully compensate the Executive and his dependents or beneficiaries, as the case may be, for any and all direct damages and consequential damages that any of them may suffer as a result of termination of the Executive's employment, and they are not in the nature of a penaltytermination occurs. (e) Notwithstanding anything contained hereinDuring the period the Executive is receiving salary continuation pursuant to Section 10(b)(ii), any obligation of 10(c)(ii) or 10(d)(ii) hereof, the Company shall, at its expense, provide to the Executive under Sections 9(c)(iii), (iv), (v) and (vii) is conditioned upon (i) the Executive signing a release of claims in the form attached hereto as Exhibit A (the "Employee Release") within twenty-one days (or such greater period as the Company may specify) following the later of the date on which the Executive (or, in the case of termination by the Executive for Good Reason, the Company) receives notice of termination of employment or the date the Executive receives a copy of the Employee Release and upon the Executive not revoking the Employee Release in a timely manner thereafter and (ii) the Executive's continuing compliance with beneficiaries medical and dental benefits substantially similar in the provisions of Section 10. If the Executive breaches any provision of Section 10, upon written notice of such breach and request for repayment from the Company, the Executive shall promptly pay aggregate to the Company an amount equal to the sum of any cash payments previously paid those provided to the Executive immediately prior to the date of the Executive's termination of employment; provided, however, that the Company's -------- ------- obligation with respect to the foregoing benefits shall be reduced to the extent that the Executive or the Executive's beneficiaries obtains any such benefits pursuant to Sections 9(c)(iii), a subsequent employer's benefit plans. (iv), (vf) and (vii). Any such repayment The Executive shall not be required to mitigate the exclusive remedy amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any such breach and compensation provided to the Company shall retain all rights to pursue other available remedies (whether at law or equity) for Executive in any such breachsubsequent employment.

Compensation Upon Termination. Upon termination of the Executive’s employment during the term of this Agreement, the Executive shall be entitled to the following benefits: (a) If the Executive's employment is terminated as a result of the Executive's death or Disability, he, or his estate, will be entitled to: (i) any Base Salary earned but not yet paid; (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; (iv) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; and (v) other benefits accrued and earned by the Executive through the date of his death or Disability in accordance with applicable plans and programs of the Company. (b) If the Executive's ’s employment is terminated by the Company for Cause, Cause or by the Executive other than for Good Reason, or as a result of notice of nonrenewal provided by the Company or shall pay the Executive under Section 2all amounts earned or accrued hereunder through the Termination Date but not paid as of the Termination Date, he will be entitled to: including (i) any Base Salary earned but not yet paid; Salary, (ii) reimbursement for any and all monies advanced or expenses incurred in accordance connection with this Agreement of any business expense the Executive’s employment for reasonable and necessary expenses incurred by the Executive but not yet paidon behalf of the Company for the period ending on the Termination Date, payable as soon as administratively feasible following termination of employment; (iii) other benefits accrued vacation pay, and earned by (iv) any previous compensation which the Executive through the date of his termination has previously deferred (including any interest earned or credited thereon) (collectively, “Accrued Compensation”). The Executive’s entitlement to any other compensation or benefits shall be determined in accordance with applicable the Company’s employee benefit plans and other applicable programs of the Company; (iv) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Executive under Section 2, he will be entitled to a prorated bonus for the year and practices then in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; and (v) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Company under Section 2, he will be entitled to full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock unitseffect. (cb) If the Executive's ’s employment is shall be terminated by the Company without Cause, or by the Executive for Good Reason, he will or if the Company fails to extend the Agreement following the expiration of the initial term or any subsequent renewal term, then the Executive shall be entitled toto the benefits provided below: (i) any Base Salary earned but not yet paidthe Company shall pay the Executive all Accrued Compensation; (ii) provided that the Executive shall have executed, in the form of Exhibit C to this Agreement, a general release of, and waiver of claims against, the Company and its subsidiaries, affiliates, directors, officers, employees and agents, excluding claims for contribution, indemnity, continuation to coverage under directors and officers liability insurance and the like, and that such release is effective, then in lieu of any bonus awarded pursuant further salary or benefits for periods subsequent to Section 5 the Termination Date, the Company shall pay the Executive as severance pay and provide the benefits as follows: (A) an amount in cash equal to 150% of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employmentthe highest annualized Base Salary paid to Executive at any time during the one-year period immediately preceding the Termination Date; (iiiB) continuation of his Base Salary, at the rate in effect on the date of his termination of employment (which, in the case of a termination of the Executive for Good Reason pursuant to Section 8(d)(v), shall be deemed to be the rate in effect prior to giving any effect unpaid bonuses or incentive compensation related to the reduction in Base Salary giving rise to such Good Reason), until the expiration of the Non-Competition Period (as defined below)prior fiscal year; (iv) the greater of: (A) a prorated bonus for the year in which employment terminates, prorated based on the number of days worked, or (BC) an amount equal to fifty percent (50%) 150% of the average of Target Bonus for the bonus payments made fiscal year in which the Executive’s employment is terminated; (D) any unvested equity incentive benefits issued or granted to the Executive pursuant to Section 5 of this Agreement during the two (2) calendar years preceding such termination, if any, minus any bonus payments made pursuant to Section 5 of this Agreement shall immediately vest in respect full as of the year containing Termination Date; and (E) a pro-rated Target Bonus for the date of termination, payable in either event as soon as administratively feasible following the end of the then current fiscal year based upon the length of the Companyservice during such fiscal year; provided, however, that this clause (iv) shall not be applicable in the event that the Executive's employment is terminated upon notice of nonrenewal provided by the Company under Section 2;and (vF) until the expiration of the Non-Competition Period, subject to any employee contribution applicable to the Executive on the date of termination, continued participation in all employee benefit plans, practices and programs maintained by the Company to the same extent and in the same manner as, and at the same cost to Executive as that borne by him, prior to the Termination Date, for a period of eighteen (18) months following the Termination Date; provided that if Executive is not eligible following the Termination Date to participate in the Company's ’s group medical and health or dental insurance plans in which he was participating on plans, then the date Company may fulfill its obligation under this subsection by reimbursing Executive for the additional costs to Executive of his termination continuing such coverage under COBRA during the period of employment, provided time that the Executive is entitled to continue such participation coverage under applicable law and plan termsCOBRA, not to exceed eighteen (18) months following the Termination Date (including any amounts necessary to cover taxes for such reimbursement). (c) If the Executive’s employment shall be terminated by death of the Executive or by the Company for Disability, then the Executive or Executive’s estate shall be entitled to the benefits provided below: (i) the Company shall pay the Executive all Accrued Compensation; (viii) reimbursement provided that the Executive or Executive’s estate, as applicable, shall have executed, in accordance with the form of Exhibit C to this Agreement Agreement, a general release of, and waiver of claims against, the Company and its subsidiaries, affiliates, directors, officers, employees and agents, excluding claims for contribution, indemnity, continuation to coverage under directors and officers liability insurance and the like, and that such release is effective, then in lieu of any business expenses incurred by further salary or benefits for periods subsequent to the Termination Date, the Company shall pay the Executive but not yet paid as severance pay and provide the benefits as follows: (A) Any unpaid bonuses or incentive compensation related to him on the date of his termination of employment, payable as soon as administratively feasible following termination of employmentprior fiscal year; and (viiB) full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. In the event that, under the terms of any employee benefit plan referred to in subsection 9(c)(v) above, the Executive may not continue his participation, he will be provided with the afterA pro-tax economic equivalent of the benefits provided under any plan in which he was previously eligible to participate rated Target Bonus for the period specified in subsection 9(c)(v) above. The economic equivalent current fiscal year based upon the length of any benefit foregone will be deemed to be the cost that would be incurred by the Executive in obtaining service during such benefit on the lowest available individual basisfiscal year. (d) Any The amounts due under this Section 9 are provided for in Sections 12(a), 12(b)(i), 12(b)(ii)(A)-(C), 12(c)(i) and 12(c)(ii) shall be paid within fifteen (15) business days after the nature of severance payments Termination Date, or liquidated damages or both, and will fully compensate the Executive and his dependents or beneficiaries, such sooner date as the case may be, for any and all direct damages and consequential damages that any of them may suffer as a result of termination of the Executive's employment, and they are not in the nature of a penaltyrequired by applicable law. (e) Notwithstanding anything contained herein, The Executive shall not be required to mitigate the amount of any obligation payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of the Company any compensation or benefits provided to the Executive under Sections 9(c)(iii), (iv), (v) and (vii) is conditioned upon (i) the Executive signing a release of claims in the form attached hereto as Exhibit A (the "Employee Release") within twenty-one days (or such greater period as the Company may specify) following the later of the date on which the Executive (or, in the case of termination by the Executive for Good Reason, the Company) receives notice of termination of employment or the date the Executive receives a copy of the Employee Release and upon the Executive not revoking the Employee Release in a timely manner thereafter and (ii) the Executive's continuing compliance with the provisions of Section 10. If the Executive breaches any provision of Section 10, upon written notice of such breach and request for repayment from the Company, the Executive shall promptly pay to the Company an amount equal to the sum of any cash payments previously paid to the Executive pursuant to Sections 9(c)(iii), (iv), (v) and (vii). Any such repayment shall not be the exclusive remedy for any such breach and the Company shall retain all rights to pursue other available remedies (whether at law or equity) for any such breachsubsequent employment.

Compensation Upon Termination. Upon termination of Employee’s employment, prior to the end of the Protection Period, Employee shall be entitled to the following compensation and benefits: (a) If Employee’s employment with the Executive's Company shall be terminated (i) by the Company for Cause or Disability, or (ii) by reason of Employee’s death, or (iii) by Employee without “Good Reason” pursuant to Section 9(c), the Company shall pay Employee all amounts earned or accrued through the Termination Date, but not paid as of the Termination Date, including all Annual Compensation, reimbursement for reasonable and necessary expenses incurred by Employee on behalf of the Company during the period ending on the Termination Date, together with accrued vacation pay, and paid time off (collectively “Accrued Compensation”). In addition to the foregoing, if the Employee’s employment is terminated as a result by the Company for Disability or by reason of the Executive's death or DisabilityEmployee’s death, he, the Company shall pay to the Employee or his estate, will be entitled to: (i) any Base Salary earned but not yet paid; (ii) any beneficiaries an amount equal to the “Pro Rata Bonus” which shall mean an amount equal to 100% of the target bonus awarded pursuant that the Employee would have been eligible to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) a prorated bonus receive for the Company’s fiscal year in which his the Employee’s employment terminates, prorated based on multiplied by a fraction, the numerator of which is the number of days worked, minus any bonus payments made pursuant to in such fiscal year through the Termination Date and the denominator of which is 365. All amounts payable under this Section 5 of this Agreement 10(a) shall be paid in respect of the year containing the date of termination, payable as soon as administratively feasible a lump sum within 60 days following the end of the then current fiscal year of the Company; (iv) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; and (v) other benefits accrued and earned by the Executive through the date of his death or Disability in accordance with applicable plans and programs of the CompanyEmployee’s Termination Date. (b) If the Executive's Employee’s employment is with the Company shall be terminated (other than by reason of death) (i) by the Company other than for CauseCause or Disability, or (ii) by the Executive other than Employee for Good Reason, or as a result of notice of nonrenewal provided by then following his Termination Date, the Company or the Executive under Section 2, he will Employee shall be entitled toto the following: (i) any Base Salary earned but not yet paid;The Company shall pay Employee all Accrued Compensation and a Pro Rata Bonus. (ii) reimbursement The Company shall pay Employee, in accordance with this Agreement lieu of any business expense incurred further compensation for periods subsequent to the Termination Date, a lump sum severance payment, in cash, in an amount equal to 2.99 times (2.99x) the Employee’s Severance Compensation. Notwithstanding the foregoing, if the Employee is an executive officer who has attained the age of 62 on the Termination Date, the severance payment to be paid under this subsection shall be the amount described above multiplied by a fraction, the Executive but not yet paidnumerator of which shall be the number of days remaining until the Employee’s 65th birthday, payable and the denominator of which shall be 1095. The lump sum severance payment described in this paragraph shall be paid within 60 days after the Employee’s Termination Date (unless the Company’s deduction for the payment is restricted by Code Section 162(m), in which case payment must be made as soon as administratively feasible following termination of employment;practicable or as soon as the payment becomes deductible). (iii) other benefits accrued Within ten (10) business days after the Termination Date, and earned by as a condition of receiving payments provided in subsection 10(b)(ii) above, Employee shall execute and deliver to Company the Executive through Waiver and Release Agreement (“Release”) in the date same form as attached hereto as Exhibit A. The severance payment shall not be paid unless the Employee has executed and delivered the Release, and the Release has become irrevocable as provided therein. Prior to the Effective Date, the Company may revise the Release to conform to applicable law, so long as the Release does not increase the obligations of his termination in accordance with applicable plans and programs of the Company;Employee thereunder. (iv) if If Employee, prior to the Executive's Termination Date, was a participant in any Welfare Benefits, the Company or the Successor Employer, or any affiliate of the Successor Employer as determined under the rules of Code Sections 414(b) and (c), shall at its expense continue on behalf of Employee and his dependents and beneficiaries, for a period of three (3) years following the Termination Date, the Welfare Benefits or similar benefits no less favorable than the benefit levels and coverage provided to Employee prior to the Termination Date. Following the three year period, the Company or the Successor Employer shall provide to the Employee Welfare Benefits (whether in active or subsequent inactive status) under terms at least as favorable as provided to other Company or Successor Employer employees. Employee shall pay the employee portion of applicable premiums required to be paid by similarly-situated active employees (or retired employees in the case that the Employee is retired) of the Company. At its election, the Company may provide Employee and his dependents with equivalent benefits outside the Welfare Benefits plans (though not by method of direct cash payment). The Company’s obligation with respect to the foregoing benefit shall be discontinued in the event that Employee becomes covered under the health insurance coverage of a subsequent employer, other than the Successor Employer or any affiliate thereof, which does not contain any exclusion or limitation with respect to any preexisting condition of the Employee and his dependents. For purposes of this provision, Employee shall have a duty to inform Company as to the terms and conditions of any subsequent employment and the corresponding benefits earned from such employment. The continued coverage or provision of equivalent benefits under this subsection 10(b)(iv) or subsection 10(b)(v) shall be provided in a manner that is terminated intended to satisfy an exception to Code Section 409A, and therefore not treated as an arrangement providing for nonqualified deferred compensation that is subject to taxation under Code Section 409A, including (i) providing such benefits on a result nontaxable basis to Employee, (ii) providing for the reimbursement of notice of nonrenewal provided by medical expenses incurred during the Executive under Section 2, he will time period during which Employee would be entitled to continuation coverage under a prorated bonus for group health plan of the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made Company pursuant to Code Section 5 4980B (i.e., COBRA continuation coverage), (iii) providing that such benefits constitute the reimbursement or provision of this Agreement in-kind benefits payable at a specified time or pursuant to a fixed schedule as permitted under Code Section 409A, or (4) such other manner as determined to be in respect of the year containing the date of termination, payable compliance with an exception from being treated as soon as administratively feasible following the end of the then current fiscal year of the Company; andnonqualified deferred compensation that is subject to taxation under Code Section 409A. (v) If Employee was a participant in the Retiree Healthcare Plan immediately prior to a Change in Control, then as of Employee’s Termination Date, the Employee’s benefit under the Retiree Healthcare Plan shall be determined as if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Company under Section 2, he will be entitled to full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. (c) If the Executive's employment is terminated by the Company without Cause, or by the Executive for Good Reason, he will be entitled to: (i) any Base Salary earned but not yet paid; Employee had completed an additional three (3) Years of Plan Participation (as defined in the Retiree Healthcare Plan), and (ii) any bonus awarded pursuant to Section 5 Employee were three (3) years older for determining eligibility for plan benefits. Furthermore, if the Employee is not eligible for benefits after the age and participation adjustment, then the Retirement Medical Savings Account (after adjustment for three years of this Agreement but not yet paidparticipation) will be considered vested, payable as soon as administratively feasible following termination and upon attainment of employment; (iii) continuation of his Base Salary, at age 55 the rate in effect on the date of his termination of employment (which, in the case of a termination of the Executive for Good Reason pursuant to Section 8(d)(v), Employee shall be deemed eligible for Retiree Healthcare Plan benefits, with the vested Retirement Medical Savings Account available to be the rate in effect prior to giving any effect to the reduction in Base Salary giving rise to such Good Reason)offset premiums. At its election, until the expiration of the Non-Competition Period (as defined below); (iv) the greater of: (A) a prorated bonus for the year in which employment terminates, prorated based on the number of days worked, or (B) an amount equal to fifty percent (50%) of the average of the bonus payments made pursuant to Section 5 of this Agreement during the two (2) calendar years preceding such termination, if any, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable in either event as soon as administratively feasible following the end of the then fiscal year of the Company; provided, however, that this clause (iv) shall not be applicable in the event that the Executive's employment is terminated upon notice of nonrenewal provided by the Company under Section 2; may provide Employee and his dependents with equivalent benefits outside the Retiree Healthcare Plan (v) until the expiration though not by method of the Non-Competition Period, subject to any employee contribution applicable to the Executive on the date of termination, continued participation in all of the Company's group medical and dental insurance plans in which he was participating on the date of his termination of employment, provided that the Executive is entitled to continue such participation under applicable law and plan terms;direct cash payment). (vi) reimbursement If Employee was a participant in accordance with this Agreement the 2005 Pension Equalization Plan immediately prior to a Change in Control, then as of any business expenses incurred by Employee’s Termination Date, the Executive but not yet paid to him on the date of his termination of employment, payable as soon as administratively feasible following termination of employment; and (vii) full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. In the event that, Employee’s benefit under the terms of any employee benefit plan referred to in subsection 9(c)(v) above, the Executive may not continue his participation, he will 2005 Pension Equalization Plan shall be provided with the after-tax economic equivalent of the benefits provided under any plan in which he was previously eligible to participate for the period specified in subsection 9(c)(v) above. The economic equivalent of any benefit foregone will be deemed to be the cost that would be incurred by the Executive in obtaining such benefit on the lowest available individual basis. (d) Any amounts due under this Section 9 are in the nature of severance payments or liquidated damages or both, and will fully compensate the Executive and his dependents or beneficiaries, determined as the case may be, for any and all direct damages and consequential damages that any of them may suffer as a result of termination of the Executive's employment, and they are not in the nature of a penalty. (e) Notwithstanding anything contained herein, any obligation of the Company to the Executive under Sections 9(c)(iii), (iv), (v) and (vii) is conditioned upon if (i) the Executive signing a release Employee had completed an additional three (3) Years of claims Plan Participation (as defined in the form attached hereto 2005 Pension Equalization Plan), and (ii) Employee received Annual Compensation (as Exhibit A (the "defined in Section 5) during each additional Year of Plan Participation. If Employee Release") within twenty-one days (or such greater period as the Company may specify) following the later of the date on which the Executive (or, was a participant in the case Restoration Plan and the Pension Plan immediately prior to a Change in Control, then as of termination by Employee’s Termination Date, Employee’s Restoration Plan benefit shall be determined as if (i) Employee completed three (3) additional years of Credited Service under the Executive for Good ReasonPension Plan, the Company) receives notice of termination of employment or the date the Executive receives a copy of the Employee Release and upon the Executive not revoking the Employee Release in a timely manner thereafter and (ii) the Executive's continuing compliance with Employee received Annual Compensation (as defined in Section 5) during each additional year of Credited Service. For purposes of this subsection 10(b)(vi), if the provisions Employee is not entitled to any future benefit accruals in the Restoration Plan as of the Effective Date the Employee shall not receive any additional Credited Service or Annual Compensation when determining their Restoration benefit. Furthermore, the Employee shall be made 100% vested for purposes of both the 2005 Pension Equalization Plan and Restoration Plan, if the Employee is a participant in such plans (for purposes of this subsection) and is not already fully vested. (vii) If Employee was a participant in the Nonqualified Deferred Compensation Plan immediately prior to a Change in Control, then as of Employee’s Termination Date, Employee’s Non-Elective Account in the Nonqualified Deferred Compensation Plan shall become immediately vested and be determined as if (i) Employee had completed three (3) additional Plan Years of participation and earned the related Supplemental Matching Contributions, Supplemental Retirement Contributions, and Supplemental Target Contributions (all as defined in the Nonqualified Deferred Compensation Plan); no investment earnings shall be attributed for this additional period, and (ii) Employee received Annual Compensation (as defined in Section 105) during each additional Plan Year of participation. If For purposes of this subsection 10(b)(vii), the Executive breaches additional contributions under the Nonqualified Deferred Compensation Plan (Supplemental Matching Contributions, Supplemental Retirement Contributions, and Supplemental Target Contributions) shall be determined without regard to any offsets from the Retirement Savings Plan. (This has the same effect as if the Supplemental Matching Contributions and Supplemental Retirement Contributions were determined on total pay rather than only on pay over IRS pay limits.) (viii) Notwithstanding any provision of Section 10, upon written notice of such breach and request for repayment from the Company, the Executive shall promptly pay herein to the Company an amount equal to contrary, if the sum Employee is a “specified employee” (as defined for purposes of any cash payments previously paid to the Executive pursuant to Sections 9(c)(iiiCode Section 409A), no payment under this Agreement shall be made before the date which is six (iv)6) months after the date of the Employee’s Termination Date, (v) or such earlier date upon which such amount can be paid or provided under Code Section 409A without being subject to additional taxes thereunder, if such payment constitutes deferred compensation subject to Code Section 409A. To the extent that the Agreement provides for such nonqualified deferred compensation, it is intended to be compliant with Code Section 409A, and (vii). Any such repayment shall not be the exclusive remedy for any such breach interpreted and the Company shall retain all rights to pursue other available remedies (whether at law or equity) for any such breachadministered accordingly.

Compensation Upon Termination. (a) If i. In the event that the Company terminates the Executive's ’s employment is terminated as a result of the Executive's death hereunder for Cause or Disability, he, or his estate, will be entitled to: (i) any Base Salary earned but not yet paid; (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; (iv) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; and (v) other benefits accrued and earned by the Executive through the date of his death or Disability in accordance with applicable plans and programs of the Company. (b) If the Executive's terminates employment is terminated by the Company for Cause, or by the Executive other than for hereunder without Good Reason, or as a result of notice of nonrenewal provided by the Company or the Executive under Section 2, he will be entitled to: (i) any Base Salary earned but not yet paid; (ii) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) other benefits accrued and earned by the Executive through the date of his termination in accordance with applicable plans and programs of the Company; (iv) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Executive under Section 2, he will shall be entitled to a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; and (v) if receive the Executive's employment ’s Base Salary, any unpaid Performance Bonus, Incentive Bonus or any other vested stock or bonus awards, reimbursable expenses and benefits owing to Executive (collectively, the “Accrued Amounts”) through the last day on which Executive is terminated as a result of notice of nonrenewal provided actively employed by the Company under Section 2the terms of this Agreement (“Date of Termination”). The Accrued Amounts shall be paid when required under applicable law and in any event within thirty (30) business days after the Date of Termination. ii. In the event that the Company terminates the Executive’s employment hereunder without Cause or the Executive terminates employment hereunder with Good Reason, he will Executive shall be entitled to full vesting all Accrued Amounts, which shall be paid when required under applicable law and in any event within thirty (30) business days after the Date of Termination. In addition, the Company shall pay severance to Executive consisting of Executive’s Base Salary, payable in accordance with normal payroll practices of the Company, and benefits under Benefit Plans (including health care as applicable), for a period of twelve (12) months from the Date of Termination (the "Severance Period"). Except as otherwise contemplated by this Agreement, Executive will not be entitled to any other compensation upon termination of this Agreement. iii. The salary, applicable bonuses and fringe benefits to be paid to Executive under Section 9(f)(ii) above during the Severance Period are referred to herein as the "Termination Compensation." Executive shall not be entitled to any Termination Compensation unless: (1) Executive complies with the surviving restrictive covenants set forth in Section 10 of this Agreement and (2) Executive executes and delivers to Company, on the Date of Termination, a release in form and substance reasonably acceptable to Company and Executive, by which Executive releases Company from any obligations and liabilities of any unvested equity incentivestype whatsoever under this Agreement, including without limitation stock optionsexcept for Company's obligations with respect to the Termination Compensation. For the avoidance of doubt, restricted stock the release shall not affect (a) Executive’s right to indemnification, if any, for actions taken within the scope of Executive’s employment with the Company or (b) any rights of Executive under the Asset Purchase Agreement. Notwithstanding anything herein, no Termination Compensation shall be paid or otherwise provided to Executive until the applicable revocation period related to the release has fully expired, not later than sixty (60) days from the Date of Termination, and deferred restricted stock unitsthe release becomes fully and finally enforceable. The parties hereto acknowledge that the Termination Compensation to be provided is in consideration for Executive’s release. iv. If Executive terminates this Agreement without Good Reason by providing appropriate notice, the Company, at its election, may (c1) If require Executive to continue to perform duties hereunder for the full notice period, or (2) terminate Executive's employment is terminated by the Company without Causeat any time during such notice period, or by the Executive for Good Reason, he will be entitled to: (i) provided that any Base Salary earned but such termination shall not yet paid; (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) continuation of his Base Salary, at the rate in effect on the date of his termination of employment (which, in the case of a termination of the Executive for Good Reason pursuant to Section 8(d)(v), shall be deemed to be the rate in effect prior to giving any effect to the reduction in Base Salary giving rise to such Good Reason), until the expiration a termination without Cause of the Non-Competition Period (as defined below); (iv) the greater of: (A) a prorated bonus for the year in which employment terminates, prorated based on the number of days worked, or (B) an amount equal to fifty percent (50%) of the average of the bonus payments made pursuant to Section 5 of this Agreement during the two (2) calendar years preceding such termination, if any, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable in either event as soon as administratively feasible following the end of the then fiscal year of the Company; provided, however, that this clause (iv) shall not be applicable in the event that the Executive's employment is terminated upon notice of nonrenewal by the Company. Unless otherwise provided by the Section 9(f), all compensation and benefits paid by Company to Executive under Section 2; (v) until the expiration of the Non-Competition Period, subject to any employee contribution applicable to the Executive on the date of termination, continued participation in all of the Company's group medical and dental insurance plans in which he was participating on the date of his termination of employment, provided that the Executive is entitled to continue such participation under applicable law and plan terms; (vi) reimbursement in accordance with this Agreement of any business expenses incurred by the Executive but not yet paid to him on the date of his termination of employment, payable as soon as administratively feasible following termination of employment; and (vii) full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. In the event that, under the terms of any employee benefit plan referred to in subsection 9(c)(v) above, the Executive may not continue his participation, he will be provided with the after-tax economic equivalent of the benefits provided under any plan in which he was previously eligible to participate for the period specified in subsection 9(c)(v) above. The economic equivalent of any benefit foregone will be deemed to be the cost that would be incurred by the Executive in obtaining such benefit on the lowest available individual basis. (d) Any amounts due under this Section 9 are in the nature of severance payments or liquidated damages or both, and will fully compensate the Executive and his dependents or beneficiaries, as the case may be, for any and all direct damages and consequential damages that any of them may suffer as a result of termination of the Executive's employment, and they are not in the nature of a penalty. (e) Notwithstanding anything contained herein, any obligation of the Company to the Executive under Sections 9(c)(iii), (iv), (v) and (vii) is conditioned upon (i) the Executive signing a release of claims in the form attached hereto as Exhibit A (the "Employee Release") within twenty-one days (or such greater period as the Company may specify) following the later of the date on which the Executive (or, in the case of termination by the Executive for Good Reason, the Company) receives notice of termination of employment or the date the Executive receives a copy of the Employee Release and shall cease upon the Executive not revoking the Employee Release in a timely manner thereafter and (ii) the Executive's continuing compliance with the provisions Date of Section 10. If the Executive breaches any provision of Section 10, upon written notice of such breach and request for repayment from the Company, the Executive shall promptly pay to the Company an amount equal to the sum of any cash payments previously paid to the Executive pursuant to Sections 9(c)(iii), (iv), (v) and (vii). Any such repayment shall not be the exclusive remedy for any such breach and the Company shall retain all rights to pursue other available remedies (whether at law or equity) for any such breachTermination.

Compensation Upon Termination. Upon termination of Employee’s employment, prior to the end of the Protection Period, Employee shall be entitled to the following compensation and benefits: (a) If Employee’s employment with the Executive's Company shall be terminated (i) by the Company for Cause or Disability, or (ii) by reason of Employee’s death, or (iii) by Employee without “Good Reason” pursuant to Section 9(c), the Company shall pay Employee all amounts earned or accrued through the Termination Date, but not paid as of the Termination Date, including all Annual Compensation, reimbursement for reasonable and necessary expenses incurred by Employee on behalf of the Company during the period ending on the Termination Date, together with accrued vacation pay, and paid time off (collectively “Accrued Compensation”). In addition to the foregoing, if the Employee’s employment is terminated as a result by the Company for Disability or by reason of the Executive's death or DisabilityEmployee’s death, he, the Company shall pay to the Employee or his estate, will be entitled to: (i) any Base Salary earned but not yet paid; (ii) any beneficiaries an amount equal to the “Pro Rata Bonus” which shall mean an amount equal to 100% of the target bonus awarded pursuant that the Employee would have been eligible to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) a prorated bonus receive for the Company’s fiscal year in which his the Employee’s employment terminates, prorated based on multiplied by a fraction, the numerator of which is the number of days worked, minus any bonus payments made pursuant to in such fiscal year through the Termination Date and the denominator of which is 365. All amounts payable under this Section 5 of this Agreement 10(a) shall be paid in respect of the year containing the date of termination, payable as soon as administratively feasible a lump sum within 60 days following the end of the then current fiscal year of the Company; (iv) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; and (v) other benefits accrued and earned by the Executive through the date of his death or Disability in accordance with applicable plans and programs of the CompanyEmployee’s Termination Date. (b) If the Executive's Employee’s employment is with the Company shall be terminated (other than by reason of death) (i) by the Company other than for CauseCause or Disability, or (ii) by the Executive other than Employee for Good Reason, or as a result of notice of nonrenewal provided by then following his Termination Date, the Company or the Executive under Section 2, he will Employee shall be entitled toto the following: (i) any Base Salary earned but not yet paid;The Company shall pay Employee all Accrued Compensation and a Pro Rata Bonus. (ii) reimbursement The Company shall pay Employee, in accordance with this Agreement lieu of any business expense incurred further compensation for periods subsequent to the Termination Date, a lump sum severance payment, in cash, in an amount equal to two times (2x) the Employee’s Severance Compensation. Notwithstanding the foregoing, if the Employee is an executive officer who has attained the age of 63 on the Termination Date, the severance payment to be paid under this subsection shall be the amount described above multiplied by a fraction, the Executive but not yet paidnumerator of which shall be the number of days remaining until the Employee’s 65th birthday, payable and the denominator of which shall be 730. The lump sum severance payment described in this paragraph shall be paid within 60 days after the Employee’s Termination Date (unless the Company’s deduction for the payment is restricted by Code Section 162(m), in which case payment must be made as soon as administratively feasible following termination of employment;practicable or as soon as the payment becomes deductible). (iii) other benefits accrued Within ten (10) business days after the Termination Date, and earned by as a condition of receiving payments provided in subsection 10(b)(ii) above, Employee shall execute and deliver to Company the Executive through Waiver and Release Agreement (“Release”) in the date same form as attached hereto as Exhibit A. The severance payment shall not be paid unless the Employee has executed and delivered the Release, and the Release has become irrevocable as provided therein. Prior to the Effective Date, the Company may revise the Release to conform to applicable law, so long as the Release does not increase the obligations of his termination in accordance with applicable plans and programs of the Company;Employee thereunder. (iv) if If Employee, prior to the Executive's Termination Date, was a participant in any Welfare Benefits, the Company or the Successor Employer, or any affiliate of the Successor Employer as determined under the rules of Code Sections 414(b) and (c), shall at its expense continue on behalf of Employee and his dependents and beneficiaries, for a period of two (2) years following the Termination Date, the Welfare Benefits or similar benefits no less favorable than the benefit levels and coverage provided to Employee prior to the Termination Date. Following the two year period, the Company or the Successor Employer shall provide to the Employee Welfare Benefits (whether in active or subsequent inactive status) under terms at least as favorable as provided to other Company or Successor Employer employees. Employee shall pay the employee portion of applicable premiums required to be paid by similarly-situated active employees (or retired employees in the case that the Employee is retired) of the Company. At its election, the Company may provide Employee and his dependents with equivalent benefits outside the Welfare Benefits plans (though not by method of direct cash payment). The Company’s obligation with respect to the foregoing benefit shall be discontinued in the event that Employee becomes covered under the health insurance coverage of a subsequent employer, other than the Successor Employer or any affiliate thereof, which does not contain any exclusion or limitation with respect to any preexisting condition of the Employee and his dependents. For purposes of this provision, Employee shall have a duty to inform Company as to the terms and conditions of any subsequent employment and the corresponding benefits earned from such employment. The continued coverage or provision of equivalent benefits under this subsection 10(b)(iv) or subsection 10(b)(v) shall be provided in a manner that is terminated intended to satisfy an exception to Code Section 409A, and therefore not treated as an arrangement providing for nonqualified deferred compensation that is subject to taxation under Code Section 409A, including (i) providing such benefits on a result nontaxable basis to Employee, (ii) providing for the reimbursement of notice of nonrenewal provided by medical expenses incurred during the Executive under Section 2, he will time period during which Employee would be entitled to continuation coverage under a prorated bonus for group health plan of the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made Company pursuant to Code Section 5 4980B (i.e., COBRA continuation coverage), (iii) providing that such benefits constitute the reimbursement or provision of this Agreement in-kind benefits payable at a specified time or pursuant to a fixed schedule as permitted under Code Section 409A, or (4) such other manner as determined to be in respect of the year containing the date of termination, payable compliance with an exception from being treated as soon as administratively feasible following the end of the then current fiscal year of the Company; andnonqualified deferred compensation that is subject to taxation under Code Section 409A. (v) If Employee was a participant in the Retiree Healthcare Plan immediately prior to a Change in Control, then as of Employee’s Termination Date, the Employee’s benefit under the Retiree Healthcare Plan shall be determined as if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Company under Section 2, he will be entitled to full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. (c) If the Executive's employment is terminated by the Company without Cause, or by the Executive for Good Reason, he will be entitled to: (i) any Base Salary earned but not yet paid; (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) continuation of his Base Salary, at the rate in effect on the date of his termination of employment (which, in the case of a termination of the Executive for Good Reason pursuant to Section 8(d)(v), shall be deemed to be the rate in effect prior to giving any effect to the reduction in Base Salary giving rise to such Good Reason), until the expiration of the Non-Competition Period (as defined below); (iv) the greater of: (A) a prorated bonus for the year in which employment terminates, prorated based on the number of days worked, or (B) Employee had completed an amount equal to fifty percent (50%) of the average of the bonus payments made pursuant to Section 5 of this Agreement during the additional two (2) calendar Years of Plan Participation (as defined in the Retiree Healthcare Plan), and (ii) Employee were two (2) years preceding such terminationolder for determining eligibility for plan benefits. Furthermore, if anythe Employee is not eligible for benefits after the age and participation adjustment, minus any bonus payments made pursuant then the Retirement Medical Savings Account (after adjustment for two years of participation) will be considered vested, and upon attainment of age 55 the Employee shall be deemed eligible for Retiree Healthcare Plan benefits, with the vested Retirement Medical Savings Account available to Section 5 of this Agreement in respect of the year containing the date of terminationoffset premiums. At its election, payable in either event as soon as administratively feasible following the end of the then fiscal year of the Company; provided, however, that this clause (iv) shall not be applicable in the event that the Executive's employment is terminated upon notice of nonrenewal provided by the Company under Section 2; may provide Employee and his dependents with equivalent benefits outside the Retiree Healthcare Plan (v) until the expiration though not by method of the Non-Competition Period, subject to any employee contribution applicable to the Executive on the date of termination, continued participation in all of the Company's group medical and dental insurance plans in which he was participating on the date of his termination of employment, provided that the Executive is entitled to continue such participation under applicable law and plan terms;direct cash payment). (vi) reimbursement If Employee was a participant in accordance with this Agreement the 2005 Pension Equalization Plan immediately prior to a Change in Control, then as of any business expenses incurred by Employee’s Termination Date, the Executive but not yet paid to him on the date of his termination of employment, payable as soon as administratively feasible following termination of employment; and (vii) full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. In the event that, Employee’s benefit under the terms of any employee benefit plan referred to in subsection 9(c)(v) above, the Executive may not continue his participation, he will 2005 Pension Equalization Plan shall be provided with the after-tax economic equivalent of the benefits provided under any plan in which he was previously eligible to participate for the period specified in subsection 9(c)(v) above. The economic equivalent of any benefit foregone will be deemed to be the cost that would be incurred by the Executive in obtaining such benefit on the lowest available individual basis. (d) Any amounts due under this Section 9 are in the nature of severance payments or liquidated damages or both, and will fully compensate the Executive and his dependents or beneficiaries, determined as the case may be, for any and all direct damages and consequential damages that any of them may suffer as a result of termination of the Executive's employment, and they are not in the nature of a penalty. (e) Notwithstanding anything contained herein, any obligation of the Company to the Executive under Sections 9(c)(iii), (iv), (v) and (vii) is conditioned upon if (i) the Executive signing a release Employee had completed an additional two (2) Years of claims Plan Participation (as defined in the form attached hereto 2005 Pension Equalization Plan), and (ii) Employee received Annual Compensation (as Exhibit A (the "defined in Section 5) during each additional Year of Plan Participation. If Employee Release") within twenty-one days (or such greater period as the Company may specify) following the later of the date on which the Executive (or, was a participant in the case Restoration Plan and the Pension Plan immediately prior to a Change in Control, then as of termination by Employee’s Termination Date, Employee’s Restoration Plan benefit shall be determined as if (i) Employee completed two (2) additional years of Credited Service under the Executive for Good ReasonPension Plan, the Company) receives notice of termination of employment or the date the Executive receives a copy of the Employee Release and upon the Executive not revoking the Employee Release in a timely manner thereafter and (ii) the Executive's continuing compliance with Employee received Annual Compensation (as defined in Section 5) during each additional year of Credited Service. For purposes of this subsection 10(b)(vi), if the provisions Employee is not entitled to any future benefit accruals in the Restoration Plan as of the Effective Date the Employee shall not receive any additional Credited Service or Annual Compensation when determining their Restoration benefit. Furthermore, the Employee shall be made 100% vested for purposes of both the 2005 Pension Equalization Plan and Restoration Plan, if the Employee is a participant in such plans (for purposes of this subsection) and is not already fully vested. (vii) If Employee was a participant in the Nonqualified Deferred Compensation Plan immediately prior to a Change in Control, then as of Employee’s Termination Date, Employee’s Non-Elective Account in the Nonqualified Deferred Compensation Plan shall become immediately vested and be determined as if (i) Employee had completed two (2) additional Plan Years of participation and earned the related Supplemental Matching Contributions, Supplemental Retirement Contributions, and Supplemental Target Contributions (all as defined in the Nonqualified Deferred Compensation Plan); no investment earnings shall be attributed for this additional period, and (ii) Employee received Annual Compensation (as defined in Section 105) during each additional Plan Year of participation. If For purposes of this subsection 10(b)(vii), the Executive breaches additional contributions under the Nonqualified Deferred Compensation Plan (Supplemental Matching Contributions, Supplemental Retirement Contributions, and Supplemental Target Contributions) shall be determined without regard to any offsets from the Retirement Savings Plan. (This has the same effect as if the Supplemental Matching Contributions and Supplemental Retirement Contributions were determined on total pay rather than only on pay over IRS pay limits.) (viii) Notwithstanding any provision of Section 10, upon written notice of such breach and request for repayment from the Company, the Executive shall promptly pay herein to the Company an amount equal to contrary, if the sum Employee is a “specified employee” (as defined for purposes of any cash payments previously paid to the Executive pursuant to Sections 9(c)(iiiCode Section 409A), no payment under this Agreement shall be made before the date which is six (iv)6) months after the date of the Employee’s Termination Date, (v) or such earlier date upon which such amount can be paid or provided under Code Section 409A without being subject to additional taxes thereunder, if such payment constitutes deferred compensation subject to Code Section 409A. To the extent that the Agreement provides for such nonqualified deferred compensation, it is intended to be compliant with Code Section 409A, and (vii). Any such repayment shall not be the exclusive remedy for any such breach interpreted and the Company shall retain all rights to pursue other available remedies (whether at law or equity) for any such breachadministered accordingly.

Compensation Upon Termination. (a) If the Executive's employment is terminated as a result of the Executive's death or Disability, he, or his estate, will be entitled to: (i) any Base Salary earned but not yet paid; (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; (iv) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; and (v) other benefits accrued and earned by the Executive through the date of his death or Disability in accordance with applicable plans and programs of the Company. (b) If the Executive's employment is terminated by the Company for Cause, or by the Executive other than for Good Reason, or as a result of notice of nonrenewal provided by the Company or the Executive under Section 2, he will be entitled to: (i) any Base Salary earned but not yet paid; (ii) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) other benefits accrued and earned by the Executive through the date of his termination in accordance with applicable plans and programs of the Company; (iv) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Executive under Section 2, he will be entitled to a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; and (v) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Company under Section 2, he will be entitled to full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. (c) If the Executive's employment is terminated by the Company without Cause, or by the Executive for Good Reason, he will be entitled to: (i) any Base Salary earned but not yet paid; (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) continuation of his Base Salary, at the rate in effect on the date of his termination of employment (which, in the case of a termination of the Executive for Good Reason pursuant to Section 8(d)(v), shall be deemed to be the rate in effect prior to giving any effect to the reduction in Base Salary giving rise to such Good Reason), until the expiration of the Non-Competition Period (as defined below); (iv) the greater of: (A) a prorated bonus for the year in which employment terminates, prorated based on the number of days worked, or (B) an amount equal to fifty percent (50%) of the average of the bonus payments made pursuant to Section 5 of this Agreement during the two (2) calendar years preceding such termination, if any, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable in either event as soon as administratively feasible following the end of the then fiscal year of the Company; provided, however, that this clause (iv) shall not be applicable in the event that the Executive's employment is terminated upon notice of nonrenewal provided by the Company under Section 2; (v) until the expiration of the Non-Competition Period, subject to any employee contribution applicable to the Executive on the date of termination, continued participation in all of the Company's group medical and dental insurance plans in which he was participating on the date of his termination of employment, provided that the Executive is entitled to continue such participation under applicable law and plan terms; (vi) reimbursement in accordance with this Agreement of any business expenses incurred by the Executive but not yet paid to him on the date of his termination of employment, payable as soon as administratively feasible following termination of employment; and (vii) full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. In the event that, under the terms of any employee benefit plan referred to in subsection 9(c)(v) above, the Executive may not continue his participation, he will be provided with the after-tax economic equivalent of the benefits provided under any plan in which he was previously eligible to participate for the period specified in subsection 9(c)(v) above. The economic equivalent of any benefit foregone will be deemed to be the cost that would be incurred by the Executive in obtaining such benefit on the lowest available individual basis. (d) Any amounts due under this Section 9 are in the nature of severance payments or liquidated damages or both, and and, to the extent received by the Executive, will fully compensate the Executive and his dependents or beneficiaries, as the case may be, for any and all direct damages and consequential damages that any of them may suffer as a result of termination of the Executive's employment, and they are not in the nature of a penalty. (e) Notwithstanding anything contained herein, any obligation of the Company or Newco to the Executive under Sections 9(c)(iii), (iv), (v) and (vii) is conditioned upon (i) the Executive signing a release of claims in the form attached hereto as Exhibit A (the "Employee Release") within twenty-one days (or such greater period as the Company may specify) following the later of the date on which the Executive (or, in the case of termination by the Executive for Good Reason, the Company) receives notice of termination of employment or the date the Executive receives a copy of the Employee Release and upon the Executive not revoking the Employee Release in a timely manner thereafter and (ii) the Executive's continuing compliance with the provisions of Section 10. If the Executive breaches any provision of Section 10, upon written notice of such breach and request for repayment from the Company, the Executive shall promptly pay to the Company an amount equal to the sum of any cash payments previously paid to the Executive pursuant to Sections 9(c)(iii), (iv), (v) and (vii). Any such repayment shall not be the exclusive remedy for any such breach and the Company and Newco shall retain all rights to pursue other available remedies (whether at law or equity) for any such breach.

Compensation Upon Termination. (a) If the Executive's employment is terminated as a result of the Executive's death or Disability, he, or his estate, will be entitled to: (i) any Base Salary earned but not yet paid; (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paidIn the event Employee's employment hereunder is terminated for cause, payable as soon as administratively feasible following termination of employment; (iii) a prorated bonus for the year in which Employee shall receive his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; (iv) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; and (v) other benefits accrued and earned by the Executive base compensation through the date of such termination and Employee shall be entitled to his death or Disability in accordance with applicable plans accrued benefits under the terms of the plans, policies and programs procedures of the Company. (b) If the Executive's employment is terminated by the Company for Cause, or by the Executive other than for Good Reason, or as a result of notice of nonrenewal provided by the Company or the Executive under Section 2, he will be entitled to: (i) any Base Salary earned but not yet paid; (ii) reimbursement in accordance with this Agreement In the event of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment;, the Employee or his estate, in the event of death, shall be entitled to his annual base salary and other benefits provided hereunder to the date of his termination. If applicable, Employee or his estate shall be entitled to receive any bonuses accrued to the date of such termination of employment and any vested incentive compensation that may be deemed due and undisputed by Company. (iii) other benefits accrued In the event Employee terminates this Agreement prior to the end of the initial term or during any renewal term hereof, Employee shall forfeit and waive his right to any compensation provided to him hereunder which is not deemed due and undisputed, earned by the Executive through and/or vested as of the date of such termination. So long as Employee has not otherwise breached this Agreement or is not otherwise in default under the terms hereof, Employee shall be entitled to receive his base salary through his termination in accordance date, along with applicable plans any bonuses accrued as of date of such termination of employment and programs any vested incentive compensation that may be deemed due and undisputed as of the Company;such termination date. (iv) if In the Executiveevent the Company terminates Employee's employment is terminated as hereunder without cause pursuant to paragraph 10(a)(v), Employee shall continue to receive his base annual salary compensation, then in effect, for a result period of six (6) months commencing on the date that Company gives written notice to Employee of nonrenewal provided by the Executive under Section 2, he will be entitled its intent to a prorated bonus for the year in which terminate his employment terminateswithout cause, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 10(a)(v) above, provided he is not, during such time, employed by a competitor or otherwise in breach of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; and (v) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Company under Section 2, he will be entitled to full vesting Agreement. Payment of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. (c) If the Executive's employment is terminated by the Company without Cause, or by the Executive for Good Reason, he will such base compensation shall be entitled to: (i) any Base Salary earned but not yet paid; (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) continuation of his Base Salary, at the rate in effect on the date of his termination of employment (which, made in the case of a termination of the Executive for Good Reason pursuant to Section 8(d)(v), shall be deemed to be the rate in effect prior to giving any effect to the reduction in Base Salary giving rise to such Good Reason), until the expiration of the Non-Competition Period (as defined below); (iv) the greater of: (A) a prorated bonus for the year in which employment terminates, prorated based on the number of days worked, or (B) an amount equal to fifty percent (50%) of the average of the bonus payments made pursuant to Section 5 of this Agreement during the two (2) calendar years preceding such termination, if any, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable in either event as soon as administratively feasible following the end of the then fiscal year of the Company; provided, however, that this clause (iv) shall not be applicable in the event that the Executive's employment is terminated upon notice of nonrenewal provided by the Company under Section 2; (v) until the expiration of the Non-Competition Period, subject to any employee contribution applicable to the Executive on the date of termination, continued participation in all ordinary course of the Company's group medical and dental insurance plans in which he was participating on the date of his termination of employment, provided that the Executive is entitled to continue such participation under applicable law and plan terms; (vi) reimbursement business in accordance with this Agreement of any business expenses incurred by the Executive but not yet paid to him on the date of his termination of employment, payable as soon as administratively feasible following termination of employment; and (vii) full vesting of any unvested equity incentives, including without limitation stock options, restricted stock its usual and deferred restricted stock units. In the event that, under the terms of any employee benefit plan referred to in subsection 9(c)(v) above, the Executive may not continue his participation, he will be provided with the after-tax economic equivalent of the benefits provided under any plan in which he was previously eligible to participate for the period specified in subsection 9(c)(v) above. The economic equivalent of any benefit foregone will be deemed to be the cost that would be incurred by the Executive in obtaining such benefit on the lowest available individual basiscustomary payroll practices. (d) Any amounts due under this Section 9 are in the nature of severance payments or liquidated damages or both, and will fully compensate the Executive and his dependents or beneficiaries, as the case may be, for any and all direct damages and consequential damages that any of them may suffer as a result of termination of the Executive's employment, and they are not in the nature of a penalty. (e) Notwithstanding anything contained herein, any obligation of the Company to the Executive under Sections 9(c)(iii), (iv), (v) and (vii) is conditioned upon (i) the Executive signing a release of claims in the form attached hereto as Exhibit A (the "Employee Release") within twenty-one days (or such greater period as the Company may specify) following the later of the date on which the Executive (or, in the case of termination by the Executive for Good Reason, the Company) receives notice of termination of employment or the date the Executive receives a copy of the Employee Release and upon the Executive not revoking the Employee Release in a timely manner thereafter and (ii) the Executive's continuing compliance with the provisions of Section 10. If the Executive breaches any provision of Section 10, upon written notice of such breach and request for repayment from the Company, the Executive shall promptly pay to the Company an amount equal to the sum of any cash payments previously paid to the Executive pursuant to Sections 9(c)(iii), (iv), (v) and (vii). Any such repayment shall not be the exclusive remedy for any such breach and the Company shall retain all rights to pursue other available remedies (whether at law or equity) for any such breach.

Compensation Upon Termination. (a) If Upon termination of employment by either party for any reason whatsoever, Employee shall be entitled to continue to receive his Base Salary, minus applicable withholdings required by law or authorized by Employee, and reimbursement of any accrued, unpaid and appropriately documented business expenses through the Executive's Termination Date. (b) In addition, if during the Term of this Agreement, Employee’s employment with the Company is terminated as within six (6) months after a result of Change in Control, either by the Executive's Company without Cause (and other than due to death or Disability) or by Employee for Good Reason, heand (1) such termination results in Employee incurring a “separation from service” as defined under Treasury Regulation 1.409A-1(h); (2) Employee has not breached this Agreement, or his estatethe Confidentiality and Assignment of Inventions Agreement; and (3) conditioned upon Employee’s execution of an Effective Release, will Employee shall be entitled to, in lieu of any other separation payment or severance benefit: (i) any Payment of an amount equal to six (6) months of his Base Salary earned but not yet paidSalary, minus applicable withholdings required by law or authorized by Employee, to be paid pursuant to the Company’s standard payroll practices and procedures, beginning on the Company’s next regular pay day occurring sixty (60) days following the Termination Date (the “Termination Compensation”); (ii) any bonus awarded pursuant Accelerated vesting of all outstanding and unvested stock options and other equity in the Company held by Employee, which shall become immediately and fully exercisable, subject to Section 5 all other terms of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment;the applicable equity plan and award agreement; and (iii) a prorated bonus Conditioned on Employee’s proper and timely election to continue his health insurance benefits under COBRA after the Termination Date, reimbursement of Employee’s applicable COBRA premiums for the year in which his employment terminates, prorated based on the number lesser of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible six (6) months following the end of the then current fiscal year of the Company; (iv) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; and (v) other Termination Date or until Employee becomes eligible for insurance benefits accrued and earned by the Executive through the date of his death or Disability in accordance with applicable plans and programs of the Company. (b) If the Executive's employment is terminated by the Company for Cause, or by the Executive other than for Good Reason, or as a result of notice of nonrenewal provided by the Company or the Executive under Section 2, he will be entitled to: (i) any Base Salary earned but not yet paid; (ii) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) other benefits accrued and earned by the Executive through the date of his termination in accordance with applicable plans and programs of the Company; (iv) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Executive under Section 2, he will be entitled to a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; and (v) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Company under Section 2, he will be entitled to full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock unitsfrom another employer. (c) If the Executive's Upon termination of employment is terminated by the Company without Cause, or by the Executive for Good Reason, he will be entitled to: (i) any Base Salary earned but not yet paid; death, (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paidDisability, payable as soon as administratively feasible following termination of employment; (iii) continuation of his Base SalaryCause by the Company, at the rate in effect on the date of his termination of employment (which, in the case of a termination of the Executive for Good Reason pursuant to Section 8(d)(v), shall be deemed to be the rate in effect prior to giving any effect to the reduction in Base Salary giving rise to such Good Reason), until the expiration of the Non-Competition Period (as defined below); (iv) the greater of: (A) a prorated bonus for the year in which employment terminates, prorated based on the number of days workedwithout Good Reason by Employee, or (Bv) an amount equal to fifty percent (50%) of following the average of the bonus payments made pursuant to Section 5 Term of this Agreement during the two (2) calendar years preceding such terminationAgreement, if any, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable in either event as soon as administratively feasible following the end of the then fiscal year of the Company; provided, however, that this clause (iv) Employee shall not be applicable in the event entitled to additional compensation under this Agreement beyond that the Executive's employment is terminated upon notice of nonrenewal provided by the Company under Section 2; (v) until the expiration accrued as of the Non-Competition Period, subject to any employee contribution applicable to the Executive on the date of termination, continued participation in all of the Company's group medical and dental insurance plans in which he was participating on the date of his termination of employment, provided that the Executive is entitled to continue such participation under applicable law and plan terms; (vi) reimbursement in accordance with this Agreement of any business expenses incurred by the Executive but not yet paid to him on the date of his termination of employment, payable as soon as administratively feasible following termination of employment; and (vii) full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. In the event that, under the terms of any employee benefit plan referred to in subsection 9(c)(v) above, the Executive may not continue his participation, he will be provided with the after-tax economic equivalent of the benefits provided under any plan in which he was previously eligible to participate for the period specified in subsection 9(c)(v) above. The economic equivalent of any benefit foregone will be deemed to be the cost that would be incurred by the Executive in obtaining such benefit on the lowest available individual basisTermination Date. (d) Any amounts due under this Section 9 are in the nature of severance payments or liquidated damages or both, and will fully compensate the Executive and his dependents or beneficiaries, as the case may be, for any and all direct damages and consequential damages that any of them may suffer as a result of termination of the Executive's employment, and they are not in the nature of a penalty. (e) Notwithstanding anything contained herein, any obligation of the Company to the Executive under Sections 9(c)(iii), (iv), (v) and (vii) is conditioned upon (i) the Executive signing a release of claims in the form attached hereto as Exhibit A (the "Employee Release") within twenty-one days (or such greater period as the Company may specify) following the later of the date on which the Executive (or, in the case of termination by the Executive for Good Reason, the Company) receives notice of termination of employment or the date the Executive receives a copy of the Employee Release and upon the Executive not revoking the Employee Release in a timely manner thereafter and (ii) the Executive's continuing compliance with the provisions of Section 10. If the Executive breaches any provision of Section 10, upon written notice of such breach and request for repayment from the Company, the Executive shall promptly pay to the Company an amount equal to the sum of any cash payments previously paid to the Executive pursuant to Sections 9(c)(iii), (iv), (v) and (vii). Any such repayment shall not be the exclusive remedy for any such breach and the Company shall retain all rights to pursue other available remedies (whether at law or equity) for any such breach.

Compensation Upon Termination. (a) If Subject to Paragraphs 18 and 19 of the Agreement, if Executive's ’s employment is terminated as a result of by the Executive's ’s death or Disability, heresignation without Good Reason (as that term is defined below), or his estateif Executive is terminated with or without Cause (as that term is defined below), will be entitled to: the Company shall pay to the Executive (i) any the Base Salary earned through the effective date of termination together with any accrued but not yet paid; unused vacation pay and (ii) in the case of a termination without Cause, the Company shall pay to Executive an additional 12 months of her final Base Salary and an amount equal to Executive’s target bonus in accordance Paragraph 4(c) set at no less than 60% of Executive’s base salary, which shall be paid to her within 60 days after the date of termination, subject to Paragraph 18 and the amount equivalent to 12 months of the Company’s portion of medical and dental benefits if these benefits were elected. Such payment shall be conditioned upon execution and non-revocation by Executive of a release of the Company which the Company shall present to Executive and which Executive shall sign no later than 30 days after the date of termination. Executive shall not be entitled to any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) a prorated annual performance bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; (iv) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following such termination of employment; and (v) other benefits accrued and earned by the Executive through the date of his death or Disability in accordance with applicable plans and programs of the Companyoccurs. (b) If For the Executive's employment is terminated purposes of Paragraph 7(a) above, “Cause” shall mean a good faith determination by the Company for Cause, or that any of the following has occurred : (i) an material failure by the Executive other than for Good Reason, or as a result of notice of nonrenewal provided by to (A) render services to the Company or the Executive under Section 2, he will be entitled to: (i) any Base Salary earned but not yet paid; (ii) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) other benefits accrued and earned by the Executive through the date of his termination in accordance with applicable plans and programs of the Company; (iv) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Executive under Section 2, he will be entitled to a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; and (v) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Company under Section 2, he will be entitled to full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. (c) If the Executive's employment is terminated by the Company without Cause, or by the Executive for Good Reason, he will be entitled to: (i) any Base Salary earned but not yet paid; (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) continuation of his Base Salary, at the rate in effect on the date of his termination of employment (which, in the case of a termination of the Executive for Good Reason pursuant to Section 8(d)(v), shall be deemed to be the rate in effect prior to giving any effect to the reduction in Base Salary giving rise to such Good Reason), until the expiration of the Non-Competition Period (as defined below); (iv) the greater of: (A) a prorated bonus for the year in which employment terminates, prorated based on the number of days workedher reasonably assigned duties, or (B) an amount equal to fifty percent (50%) follow the lawful directives of the average Board; (ii) a material violation of the bonus payments made pursuant Company policy that results in a material injury to Section 5 of this Agreement during the two (2) calendar years preceding such termination, if any, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable in either event as soon as administratively feasible following the end of the then fiscal year of the Company; provided(iii) any action or omission by the Executive involving the Executive’s fraud, howeverembezzlement, that this clause or willful misconduct relating to her duties to the Company; (iv) shall not be applicable in the event that the Executive's employment is terminated upon notice ’s indictment or conviction for a criminal offense (other than a summary or similar offense) or a crime of nonrenewal provided by the Company under Section 2; moral turpitude; (v) until the expiration Executive’s material breach of any of the Non-Competition Period, subject to provisions of the Agreement or obligations under any employee contribution applicable other written agreement or covenant with the Company that results in a material injury to the Company; and (v) unauthorized use or disclosure by Executive on the date of termination, continued participation in all any confidential or proprietary information or trade secrets of the Company's group medical and dental insurance plans in which he was participating on the date of his termination of employment, provided that Company or any other party to whom the Executive is entitled to continue such participation under applicable law and plan terms; (vi) reimbursement in accordance with this Agreement owes an obligation of any business expenses incurred by the Executive but not yet paid to him on the date of his termination of employment, payable as soon as administratively feasible following termination of employment; and (vii) full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. In the event that, under the terms of any employee benefit plan referred to in subsection 9(c)(v) above, the Executive may not continue his participation, he will be provided with the after-tax economic equivalent of the benefits provided under any plan in which he was previously eligible to participate for the period specified in subsection 9(c)(v) above. The economic equivalent of any benefit foregone will be deemed to be the cost that would be incurred by the Executive in obtaining such benefit on the lowest available individual basis. (d) Any amounts due under this Section 9 are in the nature of severance payments or liquidated damages or both, and will fully compensate the Executive and his dependents or beneficiaries, as the case may be, for any and all direct damages and consequential damages that any of them may suffer nondisclosure as a result of termination of the Executive's employment, and they are not in the nature of a penalty. (e) Notwithstanding anything contained herein, any obligation of her relationship with the Company that results in a material injury to the Executive under Sections 9(c)(iii)Company. Notwithstanding the foregoing, (iv), (v) and (vii) is conditioned upon (i) the Executive signing a release of claims in the form attached hereto as Exhibit A (the "Employee Release") within twenty-one days (or such greater period as the Company may specify) following the later of the date on which the Executive (or, in the case of termination by the Executive for Good Reason, the Company) receives notice of termination of employment or the date the Executive receives a copy of the Employee Release and upon the Executive not revoking the Employee Release in a timely manner thereafter and (ii) the Executive's continuing compliance with the provisions of Section 10. If the Executive breaches any provision of Section 10, upon written notice of such breach and request for repayment from the Company, the Executive shall promptly pay to the Company an amount equal to the sum of any cash payments previously paid to the Executive pursuant to Sections 9(c)(iii), (iv), (v) and (vii). Any such repayment Cause shall not be the exclusive remedy for any such breach deemed to exist under this Agreement unless and the Company shall retain all rights Board makes a formal determination that Cause does exist after giving the Executive and a reasonable opportunity to pursue other available remedies (whether at law or equity) for any such breachbe heard on the issue.

Compensation Upon Termination. (a) If the Executive's ’s employment is terminated as a result of the Executive's his death or Disability, hethe Company shall pay, within 60 days of such termination, to the Executive or his to the Executive’s estate, will be entitled to: as applicable, (ix) any his Base Salary earned and any accrued but not yet paid; (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; (iv) unpaid Bonus and expense reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; and (v) other benefits accrued and earned by the Executive amounts through the date of his death Death or Disability in accordance with applicable plans and programs Disability. All Stock Options that are scheduled to vest by the end of the Companycalendar year in which such termination occurs shall be accelerated and deemed to have vested as of the termination date. All Stock Options that have not vested (or been deemed pursuant to the immediately preceding sentence to have vested) as of the date of termination shall be deemed to have expired as of such date. (b) If the Executive's ’s employment is terminated by the Board of Directors of the Company for Cause, or by then the Company shall pay, within 60 days of such termination, to the Executive other than for Good Reason, or as a result of notice of nonrenewal provided by the Company or the Executive under Section 2, he will be entitled to: (i) any his Base Salary earned but not yet paid; (ii) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) other benefits accrued and earned by the Executive through the date of his termination in accordance with applicable plans and programs of the Executive shall have no further entitlement to any other compensation or benefits from the Company; (iv) if the Executive's employment is terminated . All Stock Options that have not vested as a result of notice of nonrenewal provided by the Executive under Section 2, he will be entitled to a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable termination shall be deemed to have expired as soon of such date. Any Stock Options that have vested as administratively feasible following the end of the then current fiscal year date of the Company; and (v) if the Executive's employment is terminated as ’s termination for Cause shall remain exercisable for a result period of notice of nonrenewal provided by the Company under Section 2, he will be entitled to full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units90 days. (c) If the Executive's ’s employment is terminated by the Company without Causeother than as a result of the Executive’s death or Disability and other than for reasons specified in Sections 10(b) then the Company shall (i) continue to pay to the Executive his Base Salary for a period of one year following such termination or the remaining term under his employment agreement, or whichever is greater, and (ii) pay the Executive any expense reimbursement amounts owed through the date of termination. The Company’s obligation under clauses (i) and (ii) in the preceding sentence shall be subject to offset by any amounts otherwise received by the Executive for Good Reasonfrom any employment during the one year period following the termination of his employment ('New Employment"). Specifically, he will each payment due under this paragraph shall be entitled to: reduced by the amounts paid to Executive in connection with New Employment during the 30 day period prior to such payment; provided however that each amount paid in connection with New Employment shall be used to reduce payments under this paragraph no more than once. All Stock Options that are scheduled to vest by the end of the calendar year in which such termination occurs shall be accelerated and deemed to have vested as of the termination date. All Stock Options that have not vested (i) any Base Salary earned but not yet paid; (ii) any bonus awarded or been deemed pursuant to Section 5 the immediately preceding sentence to have vested) as of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) continuation of his Base Salary, at the rate in effect on the date of his termination of employment (which, in the case of a termination of the Executive for Good Reason pursuant to Section 8(d)(v), shall be deemed to be the rate in effect prior to giving any effect to the reduction in Base Salary giving rise to have expired as of such Good Reason), until the expiration date. Any Stock Options that have vested as of the Non-Competition Period (as defined below); (iv) the greater of: (A) a prorated bonus for the year in which employment terminates, prorated based on the number of days worked, or (B) an amount equal to fifty percent (50%) of the average of the bonus payments made pursuant to Section 5 of this Agreement during the two (2) calendar years preceding such termination, if any, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable in either event as soon as administratively feasible following the end of the then fiscal year of the Company; provided, however, that this clause (iv) shall not be applicable in the event that the Executive's employment is terminated upon notice ’s termination shall remain exercisable for a period of nonrenewal provided by the Company under Section 2; (v) until the expiration of the Non-Competition Period, subject to any employee contribution applicable to the Executive on the date of termination, continued participation in all of the Company's group medical and dental insurance plans in which he was participating on the date of his termination of employment, provided that the Executive is entitled to continue such participation under applicable law and plan terms; (vi) reimbursement in accordance with this Agreement of any business expenses incurred by the Executive but not yet paid to him on the date of his termination of employment, payable as soon as administratively feasible following termination of employment; and (vii) full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. In the event that, under the terms of any employee benefit plan referred to in subsection 9(c)(v) above, the Executive may not continue his participation, he will be provided with the after-tax economic equivalent of the benefits provided under any plan in which he was previously eligible to participate for the period specified in subsection 9(c)(v) above. The economic equivalent of any benefit foregone will be deemed to be the cost that would be incurred by the Executive in obtaining such benefit on the lowest available individual basis90 days. (d) Any amounts due under this This Section 9 are in 10 sets forth the nature only obligations of severance payments or liquidated damages or both, and will fully compensate the Executive and his dependents or beneficiaries, as Company with respect to the case may be, for any and all direct damages and consequential damages that any of them may suffer as a result of termination of the Executive's ’s employment with the Company, and the Executive acknowledges that, upon the termination of his employment, and they he shall not be entitled to any payments or benefits which are not explicitly provided in the nature of a penaltySection 10. (e) Notwithstanding anything contained herein, any obligation Upon termination of the Company to the Executive under Sections 9(c)(iii), (iv), (v) and (vii) is conditioned upon (i) the Executive signing a release of claims in the form attached hereto as Exhibit A (the "Employee Release") within twenty-one days (or such greater period as the Company may specify) following the later of the date on which the Executive (or, in the case of termination by the Executive Executive’s employment hereunder for Good Reason, the Company) receives notice of termination of employment or the date the Executive receives a copy of the Employee Release and upon the Executive not revoking the Employee Release in a timely manner thereafter and (ii) the Executive's continuing compliance with the provisions of Section 10. If the Executive breaches any provision of Section 10, upon written notice of such breach and request for repayment from the Companyreason, the Executive shall promptly pay be deemed to have resigned as director of the Company an amount equal to Company, effective as of the sum date of such termination. (f) The provisions of this Section 10 shall survive any cash payments previously paid to the Executive pursuant to Sections 9(c)(iii), (iv), (v) and (vii). Any such repayment shall not be the exclusive remedy for any such breach and the Company shall retain all rights to pursue other available remedies (whether at law or equity) for any such breachtermination of this Agreement.

Compensation Upon Termination. (a) If during the term of this Agreement (including any extensions thereof), the Executive's employment is terminated as a result by the Company for Cause, by reason of the Executive's death or Disabilityif the Executive gives written notice not to extend the term of this Agreement, he, or his estate, will the Company's sole obligation hereunder shall be entitled to: to pay the Executive the following amounts earned hereunder but not paid as of the Termination Date: (i) any Base Salary earned but not yet paid; Salary, (ii) reimbursement for any bonus awarded and all monies advanced or expenses incurred pursuant to Section 5 of this Agreement but not yet paid7(b) through the Termination Date, payable as soon as administratively feasible following termination of employment; and (iii) a prorated bonus any earned compensation which the Executive had previously deferred (including any interest earned or credited thereon) (collectively, "Accrued Compensation"), provided, however, that if the -------- ------- Executive gives such written notice not to extend, the Company shall continue to pay the premiums provided for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following 7(a)(1) through the end of the then current fiscal calendar year of in which the Company; (iv) reimbursement Executive's termination occurs. The Executive's entitlement to any other benefits shall be determined in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; and (v) other benefits accrued and earned by the Executive through the date of his death or Disability in accordance with applicable plans and programs of the Company's employee benefit plans then in effect. (b) If the Executive's employment is terminated by the Company other than for Cause, Cause or by the Executive other than for Good Reason, or the Company's sole obligation hereunder shall be as a result of notice of nonrenewal provided by the Company or the Executive under Section 2, he will be entitled tofollows: (i) any Base Salary earned but not yet paidthe Company shall pay the Executive the Accrued Compensation; (ii) reimbursement in accordance with this Agreement of any business expense incurred by the Company shall continue to pay the Executive but not yet paid, payable as soon as administratively feasible the Base Salary for a period of one (1) year following termination of employment;the Termination Date; and (iii) other benefits accrued and earned by the Executive Company shall continue to pay the premiums provided for in Section 7(a)(1) hereof through the date of his termination in accordance with applicable plans and programs of the Company; (iv) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Executive under Section 2, he will be entitled to a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal calendar year of the Company; and (v) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Company under Section 2, he will be entitled to full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock unitsin which such termination occurs. (c) If the Executive's employment is terminated by the Company without Causeby reason of the Executive's Disability, or by the Executive for Good Reason, he will Company's sole obligation hereunder shall be entitled toas follows: (i) any Base Salary earned but not yet paidthe Company shall pay the Executive the Accrued Compensation; (ii) any bonus awarded pursuant the Company shall continue to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) continuation of his Base Salary, at pay the rate in effect on the date of his termination of employment (which, in the case of a termination Executive 100% of the Executive for Good Reason pursuant to Section 8(d)(v), shall be deemed to be the rate in effect prior to giving any effect to the reduction in Base Salary giving rise to such Good Reason)for the first twelve months following the Termination Date, until the expiration 80% of the Non-Competition Period (as defined below); (iv) the greater of: (A) a prorated bonus Base Salary for the year in which employment terminatessecond twelve months following the Termination Date, prorated based on the number of days worked, or (B) an amount equal to fifty percent (50%) and 60% of the average of Base Salary for the bonus payments made pursuant to Section 5 of this Agreement during the two (2) calendar years preceding such termination, if any, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable in either event as soon as administratively feasible third twelve months following the end of the then fiscal year of the CompanyTermination Date; provided, however, that this clause such -------- ------- Base Salary shall be reduced by the amount of any benefits the Executive receives by reason of his Disability under the Company's relevant disability plan or plans; and (iii) if the Executive is disabled beyond thirty-six (36) months, the Company shall continue to pay the Executive 60% of Base Salary up to a maximum of $250,000 per year for the period of the Executive's Disability, as defined in the Company's relevant disability plans; provided, however, that such payments shall be reduced by the ----------------- amount of any benefits the Executive receives by reason of his Disability under the Company's relevant disability plan or plans; and (iv) the Company shall not be applicable continue to pay the premiums provided for in Section 7(a)(1) hereof through the event that end of the calendar year in which such termination occurs. (d) If the Executive's employment is terminated upon notice of nonrenewal provided by the Company under Section 2; (v) until the expiration of the Non-Competition Period, subject to any employee contribution applicable to the Executive on the date of termination, continued participation in all reason of the Company's group medical and dental insurance plans in which he was participating on the date of his termination of employment, provided that written notice to the Executive is entitled of its decision not to continue such participation under applicable law and plan termsextend the term of this Agreement as contemplated in Section 1 hereof, the Company's sole obligation hereunder shall be as follows: (i) the Company shall pay the Executive the Accrued Compensation; (viii) reimbursement in accordance with this Agreement of any business expenses incurred by the Company shall continue to pay the Executive but not yet paid to him on the date Base Salary for a period of his termination one (1) year following the expiration of employment, payable as soon as administratively feasible following termination of employmentsuch term; and (viiiii) full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. In the event that, under Company shall continue to pay the terms of any employee benefit plan referred to premiums provided for in subsection 9(c)(vSection 7(a)(1) above, hereof through the Executive may not continue his participation, he will be provided with the after-tax economic equivalent end of the benefits provided under any plan calendar year in which he was previously eligible to participate for the period specified in subsection 9(c)(v) above. The economic equivalent of any benefit foregone will be deemed to be the cost that would be incurred by the Executive in obtaining such benefit on the lowest available individual basis. (d) Any amounts due under this Section 9 are in the nature of severance payments or liquidated damages or both, and will fully compensate the Executive and his dependents or beneficiaries, as the case may be, for any and all direct damages and consequential damages that any of them may suffer as a result of termination of the Executive's employment, and they are not in the nature of a penaltytermination occurs. (e) Notwithstanding anything contained hereinDuring the period the Executive is receiving salary continuation pursuant to Section 10(b)(ii), any obligation of 10(c)(ii) or 10(d)(ii) hereof, the Company shall, at its expense, provide to the Executive under Sections 9(c)(iii), (iv), (v) and (vii) is conditioned upon (i) the Executive signing a release of claims in the form attached hereto as Exhibit A (the "Employee Release") within twenty-one days (or such greater period as the Company may specify) following the later of the date on which the Executive (or, in the case of termination by the Executive for Good Reason, the Company) receives notice of termination of employment or the date the Executive receives a copy of the Employee Release and upon the Executive not revoking the Employee Release in a timely manner thereafter and (ii) the Executive's continuing compliance with beneficiaries medical and dental benefits substantially similar in the provisions of Section 10. If the Executive breaches any provision of Section 10, upon written notice of such breach and request for repayment from the Company, the Executive shall promptly pay aggregate to the Company an amount equal to the sum of any cash payments previously paid those provided to the Executive immediately prior to the date of the Executive's termination of employment; provided, however, that the Company's -------- ------- obligation with respect to the foregoing benefits shall be reduced to the extent that the Executive or the Executive's beneficiaries obtains any such benefits pursuant to Sections 9(c)(iii), a subsequent employer's benefit plans. (iv), (vf) and (vii). Any such repayment The Executive shall not be required to mitigate the exclusive remedy amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any such breach and compensation provided to the Company shall retain all rights to pursue other available remedies (whether at law or equity) for Executive in any such breachsubsequent employment.

Compensation Upon Termination. (a) If the Executive's employment is terminated as a result of the Executive's his death or Disability, he, the Company shall pay to the Executive or his to the Executive's estate, will be entitled to: as applicable, (ix) any his Base Salary earned and any accrued but not yet paid; (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; (iv) unpaid Bonus and expense reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; and (v) other benefits accrued and earned by the Executive amounts through the date of his death Death or Disability in accordance with applicable plans and programs Disability. All Stock Options that are scheduled to vest by the end of the Companycalendar year in which such termination occurs shall be accelerated and deemed to have vested as of the termination date. All Stock Options that have not vested (or been deemed pursuant to the immediately preceding sentence to have vested) as of the date of termination shall be deemed to have expired as of such date. (b) If the Executive's employment is terminated by the Board of Directors of the Company for Cause, or by then the Company shall pay to the Executive other than for Good Reason, or as a result of notice of nonrenewal provided by the Company or the Executive under Section 2, he will be entitled to: (i) any his Base Salary earned but not yet paid; (ii) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) other benefits accrued and earned by the Executive through the date of his termination in accordance with applicable plans and programs the Executive shall have no further entitlement to any other compensation or benefits from the Company. All Stock Options that have not vested as of the Company; (iv) if date of termination shall be deemed to have expired as of such date. Any Stock Options that have vested as of the date of the Executive's employment is terminated as termination for Cause shall remain exercisable for a result period of notice of nonrenewal provided by the Executive under Section 2, he will be entitled to a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; and (v) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Company under Section 2, he will be entitled to full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units90 days. (c) If the Executive's employment is terminated by the Company without Causeother than as a result of the Executive's death or Disability and other than for reasons specified in Sections 10(b) then the Company shall (i) continue to pay to the lesser of the Executive's Base Salary for a period of one year following such termination or the remaining term under his employment agreement, or and (ii) pay the Executive any expense reimbursement amounts owed through the date of termination. The Company's obligation under clauses (i) and (ii) in the preceding sentence shall be subject to offset by any amounts otherwise received by the Executive for Good Reason, he will from any employment during the one year period following the termination of his employment. All Stock Options that are scheduled to vest by the end of the calendar year in which such termination occurs shall be entitled to: accelerated and deemed to have vested as of the termination date. All Stock Options that have not vested (i) any Base Salary earned but not yet paid; (ii) any bonus awarded or been deemed pursuant to Section 5 the immediately preceding sentence to have vested) as of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) continuation of his Base Salary, at the rate in effect on the date of his termination of employment (which, in the case of a termination of the Executive for Good Reason pursuant to Section 8(d)(v), shall be deemed to be the rate in effect prior to giving any effect to the reduction in Base Salary giving rise to have expired as of such Good Reason), until the expiration date. Any Stock Options that have vested as of the Non-Competition Period (as defined below); (iv) the greater of: (A) a prorated bonus for the year in which employment terminates, prorated based on the number of days worked, or (B) an amount equal to fifty percent (50%) of the average of the bonus payments made pursuant to Section 5 of this Agreement during the two (2) calendar years preceding such termination, if any, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable in either event as soon as administratively feasible following the end of the then fiscal year of the Company; provided, however, that this clause (iv) shall not be applicable in the event that the Executive's employment is terminated upon notice termination shall remain exercisable for a period of nonrenewal provided by the Company under Section 2; (v) until the expiration of the Non-Competition Period, subject to any employee contribution applicable to the Executive on the date of termination, continued participation in all of the Company's group medical and dental insurance plans in which he was participating on the date of his termination of employment, provided that the Executive is entitled to continue such participation under applicable law and plan terms; (vi) reimbursement in accordance with this Agreement of any business expenses incurred by the Executive but not yet paid to him on the date of his termination of employment, payable as soon as administratively feasible following termination of employment; and (vii) full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. In the event that, under the terms of any employee benefit plan referred to in subsection 9(c)(v) above, the Executive may not continue his participation, he will be provided with the after-tax economic equivalent of the benefits provided under any plan in which he was previously eligible to participate for the period specified in subsection 9(c)(v) above. The economic equivalent of any benefit foregone will be deemed to be the cost that would be incurred by the Executive in obtaining such benefit on the lowest available individual basis90 days. (d) Any amounts due under this This Section 9 are in 10 sets forth the nature only obligations of severance payments or liquidated damages or both, and will fully compensate the Executive and his dependents or beneficiaries, as Company with respect to the case may be, for any and all direct damages and consequential damages that any of them may suffer as a result of termination of the Executive's employment with the Company, and the Executive acknowledges that, upon the termination of his employment, and they he shall not be entitled to any payments or benefits which are not explicitly provided in the nature of a penaltySection 10. (e) Notwithstanding anything contained herein, any obligation of the Company to the Executive under Sections 9(c)(iii), (iv), (v) and (vii) is conditioned upon (i) the Executive signing a release of claims in the form attached hereto as Exhibit A (the "Employee Release") within twenty-one days (or such greater period as the Company may specify) following the later of the date on which the Executive (or, in the case of termination by the Executive for Good Reason, the Company) receives notice of Upon termination of employment or the date the Executive receives a copy of the Employee Release and upon the Executive not revoking the Employee Release in a timely manner thereafter and (ii) the Executive's continuing compliance with the provisions of Section 10. If the Executive breaches employment hereunder for any provision of Section 10, upon written notice of such breach and request for repayment from the Companyreason, the Executive shall promptly pay be deemed to have resigned as director of the Company an amount equal to Company, effective as of the sum date of such termination. (f) The provisions of this Section 10 shall survive any cash payments previously paid to the Executive pursuant to Sections 9(c)(iii), (iv), (v) and (vii). Any such repayment shall not be the exclusive remedy for any such breach and the Company shall retain all rights to pursue other available remedies (whether at law or equity) for any such breachtermination of this Agreement.

Compensation Upon Termination. (a) If during the term of this Agreement (including any extensions thereof), the Executive's employment is terminated as a result by the Company for Cause, by reason of the Executive's death or Disabilityif the Executive gives written notice not to extend the term of this Agreement, he, or his estate, will the Company's sole obligation hereunder shall be entitled to: to pay the Executive the following amounts earned hereunder but not paid as of the Termination Date: (i) any Base Salary earned but not yet paid; Salary, (ii) reimbursement for any bonus awarded and all monies advanced or expenses incurred pursuant to Section 5 of this Agreement but not yet paid7(b) through the Termination Date, payable as soon as administratively feasible following termination of employment; and (iii) a prorated bonus any earned compensation which the Executive had previously deferred (including any interest earned or credited thereon) (collectively, "Accrued Compensation"), provided, however, that if the Executive -------- ------- gives such written notice not to extend, the Company shall continue to pay the premiums provided for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following 7(a)(1) through the end of the then current fiscal calendar year of in which the Company; (iv) reimbursement Executive's termination occurs. The Executive's entitlement to any other benefits shall be determined in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; and (v) other benefits accrued and earned by the Executive through the date of his death or Disability in accordance with applicable plans and programs of the Company's employee benefit plans then in effect. (b) If the Executive's employment is terminated by the Company other than for Cause, Cause or by the Executive other than for Good Reason, or the Company's sole obligation hereunder shall be as a result of notice of nonrenewal provided by the Company or the Executive under Section 2, he will be entitled tofollows: (i) any Base Salary earned but not yet paidthe Company shall pay the Executive the Accrued Compensation; (ii) reimbursement in accordance with this Agreement of any business expense incurred by the Company shall continue to pay the Executive but not yet paid, payable as soon as administratively feasible the Base Salary for a period of one (1) year following termination of employment;the Termination Date; and (iii) other benefits accrued and earned by the Executive Company shall continue to pay the premiums provided for in Section 7(a)(1) hereof through the date of his termination in accordance with applicable plans and programs of the Company; (iv) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Executive under Section 2, he will be entitled to a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal calendar year of the Company; and (v) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Company under Section 2, he will be entitled to full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock unitsin which such termination occurs. (c) If the Executive's employment is terminated by the Company without Causeby reason of the Executive's Disability, or by the Executive for Good Reason, he will Company's sole obligation hereunder shall be entitled toas follows: (i) any Base Salary earned but not yet paidthe Company shall pay the Executive the Accrued Compensation; (ii) any bonus awarded pursuant the Company shall continue to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) continuation of his Base Salary, at pay the rate in effect on the date of his termination of employment (which, in the case of a termination Executive 100% of the Executive for Good Reason pursuant to Section 8(d)(v), shall be deemed to be the rate in effect prior to giving any effect to the reduction in Base Salary giving rise to such Good Reason)for the first twelve months following the Termination Date, until the expiration 80% of the Non-Competition Period (as defined below); (iv) the greater of: (A) a prorated bonus Base Salary for the year in which employment terminatessecond twelve months following the Termination Date, prorated based on the number of days worked, or (B) an amount equal to fifty percent (50%) and 60% of the average of Base Salary for the bonus payments made pursuant to Section 5 of this Agreement during the two (2) calendar years preceding such termination, if any, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable in either event as soon as administratively feasible third twelve months following the end of the then fiscal year of the CompanyTermination Date; provided, however, that this clause such -------- ------- Base Salary shall be reduced by the amount of any benefits the Executive receives by reason of his Disability under the Company's relevant disability plan or plans; and (iii) if the Executive is disabled beyond thirty-six (36) months, the Company shall continue to pay the Executive 60% of Base Salary up to a maximum of $250,000 per year for the period of the Executive's Disability, as defined in the Company's relevant disability plans; provided, however, that such payments shall be reduced by the ----------------- amount of any benefits the Executive receives by reason of his Disability under the Company's relevant disability plan or plans; and (iv) the Company shall not be applicable continue to pay the premiums provided for in Section 7(a)(1) hereof through the event that end of the calendar year in which such termination occurs. (d) If the Executive's employment is terminated upon notice of nonrenewal provided by the Company under Section 2; (v) until the expiration of the Non-Competition Period, subject to any employee contribution applicable to the Executive on the date of termination, continued participation in all reason of the Company's group medical and dental insurance plans in which he was participating on the date of his termination of employment, provided that written notice to the Executive is entitled of its decision not to continue such participation under applicable law and plan termsextend the term of this Agreement as contemplated in Section 1 hereof, the Company's sole obligation hereunder shall be as follows: (i) the Company shall pay the Executive the Accrued Compensation; (viii) reimbursement in accordance with this Agreement of any business expenses incurred by the Company shall continue to pay the Executive but not yet paid to him on the date Base Salary for a period of his termination one (1) year following the expiration of employment, payable as soon as administratively feasible following termination of employmentsuch term; and (viiiii) full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. In the event that, under Company shall continue to pay the terms of any employee benefit plan referred to premiums provided for in subsection 9(c)(vSection 7(a)(1) above, hereof through the Executive may not continue his participation, he will be provided with the after-tax economic equivalent end of the benefits provided under any plan calendar year in which he was previously eligible to participate for the period specified in subsection 9(c)(v) above. The economic equivalent of any benefit foregone will be deemed to be the cost that would be incurred by the Executive in obtaining such benefit on the lowest available individual basis. (d) Any amounts due under this Section 9 are in the nature of severance payments or liquidated damages or both, and will fully compensate the Executive and his dependents or beneficiaries, as the case may be, for any and all direct damages and consequential damages that any of them may suffer as a result of termination of the Executive's employment, and they are not in the nature of a penaltytermination occurs. (e) Notwithstanding anything contained hereinDuring the period the Executive is receiving salary continuation pursuant to Section 10(b)(ii), any obligation of 10(c)(ii) or 10(d)(ii) hereof, the Company shall, at its expense, provide to the Executive under Sections 9(c)(iii), (iv), (v) and (vii) is conditioned upon (i) the Executive signing a release of claims in the form attached hereto as Exhibit A (the "Employee Release") within twenty-one days (or such greater period as the Company may specify) following the later of the date on which the Executive (or, in the case of termination by the Executive for Good Reason, the Company) receives notice of termination of employment or the date the Executive receives a copy of the Employee Release and upon the Executive not revoking the Employee Release in a timely manner thereafter and (ii) the Executive's continuing compliance with beneficiaries medical and dental benefits substantially similar in the provisions of Section 10. If the Executive breaches any provision of Section 10, upon written notice of such breach and request for repayment from the Company, the Executive shall promptly pay aggregate to the Company an amount equal to the sum of any cash payments previously paid those provided to the Executive immediately prior to the date of the Executive's termination of employment; provided, however, that the Company's -------- ------- obligation with respect to the foregoing benefits shall be reduced to the extent that the Executive or the Executive's beneficiaries obtains any such benefits pursuant to Sections 9(c)(iii), a subsequent employer's benefit plans. (iv), (vf) and (vii). Any such repayment The Executive shall not be required to mitigate the exclusive remedy amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any such breach and compensation provided to the Company shall retain all rights to pursue other available remedies (whether at law or equity) for Executive in any such breachsubsequent employment.

Compensation Upon Termination. (a) If the Executive's ’s employment is terminated as a result of his death, the Company shall pay to the Executive's death or Disability, he, or his estate, will be entitled to: ’s estate (i) any his Base Salary earned but not yet paid; in accordance with the Company’s regular payroll schedule owed the Executive through the date which is twelve (12) months after his death and (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; (iv) expenses reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; and (v) other benefits accrued and earned by amounts owed the Executive through the date of his death or Disability in accordance with applicable plans and programs death. Additionally, Executive’s then outstanding unvested time-based Company stock option awards shall become incrementally vested on an accelerated basis as if Executive’s termination date occurred six (6) months later. If the Executive’s employment is terminated as a result of his Disability, the CompanyCompany shall pay to the Executive any expenses reimbursement amounts owed the Executive through the date of his Disability. Additionally, Executive’s then outstanding unvested time-based Company stock option awards shall become incrementally vested on an accelerated basis as if Executive’s termination date occurred six (6) months later. (b) If the Executive's ’s employment is terminated by the Company Board for Cause, or by then the Company shall pay to the Executive other than for Good Reason, or as a result of notice of nonrenewal provided by the Company or the Executive under Section 2, he will be entitled to: (i) any his Base Salary earned but not yet paid; (ii) and any expense reimbursement in accordance with this Agreement amounts owed the Executive, as of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following date of Executive’s termination of employment; (iii) . The Executive shall have no further entitlement hereunder to any other compensation or benefits accrued and earned by the Executive through the date of his termination in accordance with applicable plans and programs of from the Company; (iv) if , except to the Executive's employment is terminated as a result of notice of nonrenewal extent otherwise provided by the Executive under Section 2, he will be entitled to a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; and (v) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Company under Section 2, he will be entitled to full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock unitslaw. (c) If the Executive's ’s employment is terminated (i) at the expiration of the Term without either (A) an offer by the Company without Causeto renew Executive’s employment pursuant to an employment agreement on terms and conditions that are either the same (except with respect to Section 4(d), which shall no longer apply) or better than as set forth in this Agreement or (B) renewal of Executive’s employment pursuant to a new employment agreement executed by Executive and the Company, or (ii) by the Executive for Good Reason, he will be entitled to: (i) any Base Salary earned but not yet paid; (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; or (iii) by the Company other than for reasons specified in Sections 8(a) or 8(b), then: (A) the Company shall continue to pay in accordance with the Company’s regular payroll schedule Executive’s Base Salary for a period of twelve (12) months following the termination of Executive’s employment; (B) the Company shall pay the cost (to the same extent that the Company was doing so immediately before Executive’s termination date) for the employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of his Base Salary1985, at as amended (“COBRA”) for the rate in effect on lesser of: (x) a period of twelve (12) months following the termination of Executive’s employment, or (y) Executive becomes eligible for group insurance benefits from another employer, provided that Executive timely elects COBRA coverage (“COBRA Benefits”); (C) the Company shall pay any expenses reimbursement amounts owed the Executive through the date of his termination of employment termination; and (which, in the case of a termination D) Executive’s then outstanding unvested time-based Company stock option awards shall become automatically vested as of the Executive for Good Reason pursuant to Section 8(d)(v), shall be deemed to be the rate in effect prior to giving any effect to the reduction in Base Salary giving rise to such Good Reason), until the expiration of the Non-Competition Period (as defined below); (iv) the greater of: (A) a prorated bonus for the year in which employment terminates, prorated based on the number of days worked, or (B) an amount equal to fifty percent (50%) of the average of the bonus payments made pursuant to Section 5 of this Agreement during the two (2) calendar years preceding such termination, if any, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable in either event as soon as administratively feasible following the end of the then fiscal year of the Company; provided, however, that this clause (iv) shall not be applicable in the event that the Executive's employment is terminated upon notice of nonrenewal provided by the Company under Section 2; (v) until the expiration of the Non-Competition Period, subject to any employee contribution applicable to the Executive on the date of termination, continued participation in all of the Company's group medical and dental insurance plans in which he was participating on the date of his termination of employment, provided that the Executive is entitled to continue such participation under applicable law and plan terms; (vi) reimbursement in accordance with this Agreement of any business expenses incurred by the Executive but not yet paid to him on the date of his termination of employment, payable as soon as administratively feasible following termination of employment; and (vii) full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. In the event that, under the terms of any employee benefit plan referred to in subsection 9(c)(v) above, the Executive may not continue his participation, he will be provided with the after-tax economic equivalent of the benefits provided under any plan in which he was previously eligible to participate for the period specified in subsection 9(c)(v) above. The economic equivalent of any benefit foregone will be deemed to be the cost that would be incurred by the Executive in obtaining such benefit on the lowest available individual basisdate. (d) Any amounts due Executive agrees (i) at any time either before or during the period of time he is receiving COBRA Benefits under subsection (B) to Section 9(c), to inform the Company promptly in writing if Executive becomes eligible to receive group health coverage from another employer; and (ii) that Executive may not increase the number of his designated dependents, if any, during this Section 9 are in the nature time unless Executive is permitted to do so under COBRA and does so at his own expense. The period of severance payments or liquidated damages or both, and will fully compensate the Executive and his dependents or beneficiaries, as the case may be, for any and all direct damages and consequential damages that any such COBRA Benefits shall be considered part of them may suffer as a result of termination of the Executive's employment, and they are not in the nature of a penalty’s COBRA coverage entitlement period. (e) Notwithstanding anything contained hereinto the contrary, in order to receive any payments or benefits under Section 9(a) or Section 9(c) as applicable, Executive or Executive’s estate, as applicable, must timely execute and deliver (and not revoke) a separation agreement and general release of claims (the “Release”) in favor of the Company, any affiliates or related entities, and their employees and affiliates, in the form and content provided by the Company, within the time period specified in the Release, but in no event after the 60th day following Executive’s termination date; provided, however, that if the salary continuation benefit is triggered under Section 9(a) or Section 9(c), as applicable, the Company shall pay Executive’s Base Salary during the 60-day period following Executive’s termination date on the Company’s regularly scheduled payroll dates. The Company’s obligation to pay Executive any further salary continuation payments after the 60-day period, as well as any other payments or benefits specified under Section 9(a) or Section 9(c), shall terminate if the Release is not effective and is no longer subject to revocation on the 60th day following Executive’s termination date. (f) This Section 9 sets forth the only obligations of the Company with respect to the termination of the Executive’s employment with the Company, and the Executive acknowledges that, upon the termination of his employment, he shall not be entitled to any payments or benefits from the Company which are not explicitly provided in Section 9. Additionally, for avoidance of doubt, the payments and benefits that may be provided under Sections 9(c)(iii)9(a) or 9(c) above shall not be provided more than once and if payments and benefits are provided under any of these subsections, then no payments or benefits will otherwise be provided again under any of these subsections. (iv), (vg) and (vii) is conditioned upon (i) Upon the Executive signing a release of claims in the form attached hereto as Exhibit A (the "Employee Release") within twenty-one days (or such greater period as the Company may specify) following the later termination of the date on which the Executive (or, in the case of termination by the Executive Executive’s employment hereunder for Good Reason, the Company) receives notice of termination of employment or the date the Executive receives a copy of the Employee Release and upon the Executive not revoking the Employee Release in a timely manner thereafter and (ii) the Executive's continuing compliance with the provisions of Section 10. If the Executive breaches any provision of Section 10, upon written notice of such breach and request for repayment from the Companyreason, the Executive shall promptly pay be deemed to have resigned as an officer and as a director (if applicable) of the Company, effective as of the date of such termination. (h) The obligations of the Company an amount equal to that arise under this Section 9 shall survive the sum expiration or earlier termination of any cash payments previously paid to the Executive pursuant to Sections 9(c)(iii), (iv), (v) and (vii). Any such repayment shall not be the exclusive remedy for any such breach and the Company shall retain all rights to pursue other available remedies (whether at law or equity) for any such breachthis Agreement.

Compensation Upon Termination. In the event of termination of Executive's employment with the Bank and/or the Heritage-related Entities pursuant to Section 8 hereof, compensation shall continue to be paid by the Bank to Executive as follows: (A) In the event of termination pursuant to Subsection 8(A), compensation provided for herein (including Base Compensation and an Annual Bonus) shall continue to be paid, and Executive shall continue to participate in the employee benefit, retirement, compensation plans and other perquisites as provided in Section 5 hereof, through and including the Date of Termination (as hereinafter defined) specified in the Notice of Termination (as hereinafter defined). Any benefits payable under insurance, health, retirement and bonus plans as a result of Executive's participation in such plans through such date shall be paid when due under such plans and Executive shall receive, in accordance with the provisions of such plans, all benefits in which the interest of Executive is vested as of the Date of Termination. (B) In the event of termination by the Executive under Subsection 8(B) for good reason, prior to a Change of Control, or in the event of termination of the Executive by the Bank without good reason pursuant to Subsection 8(C), compensation provided for herein (including Base Compensation and an Annual Bonus) shall continue to be paid and Executive shall continue to participate in the employee benefit, retirement, compensation plans and other perquisites as provided in Section 5 hereof for the remainder of the Term during which any such Notice of Termination is given. In addition, any benefits payable under insurance, health, retirement and bonus plans as a result of Executive's participation in such plans shall be paid when due under such plans for the remainder of such Term and Executive shall receive, in accordance with the provisions of such plans, all benefits in which the interest of Executive is vested at the end of the Term in which any such Notice of Termination is given. (C) In the event of termination by the Executive without good reason pursuant to Subsection 8(C), compensation provided for herein (including Base Compensation and an Annual Bonus) shall continue to be paid, and Executive shall continue to participate in the employee benefit, retirement, compensation plans and other perquisites as provided in Section 5 hereof, for a period of two years (2 years) after the date the Notice of Termination was given. In addition, any benefits payable under insurance, health, retirement and bonus plans as a result of Executive's participation in such plans shall be paid when due under such plans for said two year (2 year) period, and Executive shall receive, in accordance with the provisions of such plans, all benefits in which the interest of the Executive is vested as of the end of said two year (2 year) period after the date the Notice of Termination was given. (D) In the event of termination pursuant to Subsection 8(B) after a Change of Control, the Executive shall receive the compensation provided for under Subsection 9(B) hereof. In addition, if the event of termination pursuant to Subsection 8(B) occurs within twenty-four (24) months after the date of a Change of Control, then (a) Executive shall be entitled to receive from the Bank for three (3) additional 12-month periods, after the payment of all compensation due Executive under Subsection 9(B), Executive's Base Compensation at the rates in effect at the time of termination, plus an Annual Bonus in an amount equal to at least forty percent (40%) of such Base Compensation, as of the date of the Notice 6NEXT PAGE of Termination, payable in accordance with the Bank's standard payment practices then existing; (b) for three (3) additional 12-month periods, the Bank shall maintain in full force and effect for the continued benefit of Executive each employee welfare benefit plan (as such term is defined in the Employment Retirement Income Security Act of 1974, as amended) in which Executive was entitled to participate immediately prior to the date of Executive's termination, unless an essentially equivalent and no less favorable benefit is provided by a subsequent employer of Executive, provided that if the terms of any such employee welfare benefit plan or applicable laws do not permit continued participation by Executive, the Bank will arrange to provide to Executive a benefit substantially similar to, and no less favorable than, the benefit Executive was entitled to receive under such plan at the end of the period of coverage; (c) the Bank shall also contribute the maximum contributions allowable under the Bank's Defined Benefit Plan, 401(k) Profit Sharing Plan, Deferred Compensation Plan, Senior Executive Retirement Plan, or any successor plans thereto, for the benefit of Executive and Executive shall receive, in accordance with the terms of such plans, all benefits in which the interest of Executive is vested at the end of said three (3) additional twelve (12) month periods; (d) Executive and Executive's dependents shall continue to be included, at the same level of coverage as the Bank's then-existing senior executives, in the Bank's hospitalization, major medical, disability and group life insurance plans; and (e) Executive shall also be entitled to receive payment from the Bank for reasonable relocation expenses if Executive relocates within five hundred (500) miles of Albany, Georgia, if such relocation occurs within one hundred eighty (180) days after the Date of Termination specified in the Notice of Termination. If the determination by the Executive that "good reason" exists for termination of Executive's employment is terminated occurs prior to a Change of Control, but Executive reasonably demonstrates that the termination for "good reason" was the result of an action taken by the Bank at the request of a third party who had indicated an intention or taken steps reasonably calculated to affect a Change of Control or otherwise the circumstances giving rise to Executive's determination that "good reason" existed arose in connection with or in anticipation of a Change of Control, "good reason" shall exist for the purposes of Subsection 8(B), notwithstanding that such event occurred prior to a Change of Control. (E) In the event of termination pursuant to Subsection 8(D), compensation provided for herein (including Base Compensation and an Annual Bonus) shall continue to be paid, and Executive shall continue to participate in the employee benefit, retirement, and compensation plans and other perquisites as provided in Section 5 hereof, (i) in the event of Executive's death, through the date of death, or (ii) in the event of Executive's disability, through the Date of Termination specified in the Notice of Termination. Any benefits payable under insurance, health, retirement and bonus plans as a result of Executive's participation in such plans through such date shall be paid when due under those plans and Executive or Executive's successors shall receive, in accordance with the provisions of such plans, all benefits in which the interest of the Executive is vested as of the date of the Executive's death or Disability, he, or his estate, will be entitled to: (i) any Base Salary earned but not yet paid; (ii) any bonus awarded pursuant to Section 5 the Date of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) a prorated bonus for Termination in the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect event of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; (iv) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; and (v) other benefits accrued and earned by the Executive through the date of his death or Disability in accordance with applicable plans and programs of the CompanyExecutive's disability. (bF) If The Bank and/or the Heritage-related Entities will permit Executive or Executive's personal representative(s) or heirs, during a period of ninety (90) days following the Date of Termination (as set forth in the Notice of Termination) of Executive's employment is terminated by the Company Bank for Causethe reasons set forth in Subsection 8(B), or by the Executive other than for Good Reason, or as a result of notice of nonrenewal provided by the Company or the Executive under Section 2, he will be entitled to: (i) any Base Salary earned but not yet paid; (ii) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) other benefits accrued and earned by the Executive through the date of his termination in accordance with applicable plans and programs to purchase all of the Company; (iv) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Executive under Section 2, he will be entitled to a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect stock of the year containing Bank and/or the date of termination, payable as soon as administratively feasible following Heritage-related Entities that would be issuable under the end of the then current fiscal year of the Company; and (v) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Company under Section 2, he will be entitled to full vesting of any unvested equity incentives, including without limitation outstanding stock options, restricted stock and deferred restricted stock units. (c) If the Executive's employment is terminated by the Company without Cause, or by the Executive for Good Reason, he will be entitled to: (i) any Base Salary earned but not yet paid; (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) continuation of his Base Salary, at the rate in effect on the date of his termination of employment (which, in the case of a termination of the Executive for Good Reason pursuant to Section 8(d)(v), shall be deemed to be the rate in effect prior to giving any effect to the reduction in Base Salary giving rise to such Good Reason), until the expiration of the Non-Competition Period (as defined below); (iv) the greater of: (A) a prorated bonus for the year in which employment terminates, prorated based on the number of days worked, or (B) an amount equal to fifty percent (50%) of the average of the bonus payments made pursuant to Section 5 of this Agreement during the two (2) calendar years preceding such termination, if any, minus previously granted by the Bank and/or the Heritage-related Entities to Executive under any bonus payments made pursuant stock option plan then or previously in effect, whether or not such options are then exercisable, at a cash price equal to Section 5 the purchase price as set forth in such outstanding stock options. Authorized representatives of the Heritage-related Entities have executed this Agreement to document their agreement to these provisions regarding stock options. This provision is intended to be in respect addition to and not in limitation of the year containing the date of termination, payable in either event as soon as administratively feasible following the end of the then fiscal year of the Company; provided, however, that this clause (iv) shall not be applicable in the event that the Executive's employment is terminated upon notice of nonrenewal provided by the Company under Section 2; (v) until the expiration of the Non-Competition Period, subject any rights to any employee contribution applicable to the Executive on the date of termination, continued participation in all of the Company's group medical and dental insurance plans in which he was participating on the date of his termination of employment, provided that the Executive is entitled to continue such participation under applicable law and plan terms; (vi) reimbursement in accordance with this Agreement of any business expenses incurred by the Executive but not yet paid to him on the date of his termination of employment, payable as soon as administratively feasible following termination of employment; and (vii) full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. In the event that, under the terms of any employee benefit plan referred to in subsection 9(c)(v) above, the Executive may not continue his participation, he will be provided other agreements with the after-tax economic equivalent Bank and/or either of the benefits provided under any plan in which he was previously eligible to participate for the period specified in subsection 9(c)(v) aboveHeritage-related Entities. The economic equivalent of any benefit foregone will be deemed to be the cost that would be incurred by the Executive in obtaining such benefit on the lowest available individual basis. (d) Any amounts due under this Section 9 are in the nature of severance payments or liquidated damages or both, and will fully compensate the Executive and his dependents or beneficiaries, as the case may be, for any and all direct damages and consequential damages that any of them may suffer as a result of termination of the Executive's employment, and they are not in the nature of a penalty. (e) Notwithstanding anything contained herein, any obligation of the Company to the Executive under Sections 9(c)(iii), (iv), (v) and (vii) is conditioned upon (i) the Executive signing a release of claims in the form attached hereto as Exhibit A (the "Employee Release") within twenty-one days (or such greater period as the Company may specify) following the later of the date on which the Executive (or, in the case of termination by the Executive for Good Reason, the Company) receives notice of termination of employment or the date the Executive receives a copy of the Employee Release and upon the Executive not revoking the Employee Release in a timely manner thereafter and (ii) the Executive's continuing compliance with the provisions of Section 10. If the Executive breaches any provision of Section 10, upon written notice of such breach and request for repayment from the Company, the Executive shall promptly pay to the Company an amount equal to the sum of any cash payments previously paid to the Executive pursuant to Sections 9(c)(iii), (iv), (v) and (vii). Any such repayment shall not be the exclusive remedy for any such breach and the Company shall retain all rights to pursue other available remedies (whether at law or equity) for any such breach.7NEXT PAGE

Compensation Upon Termination. (a) If the Executive's employment is terminated as a result Upon termination of the Executive's death or Disability, he, or his estate, will be entitled to: ’s employment (iA) any Base Salary earned but not yet paid; (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; (iv) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; and (v) other benefits accrued and earned by the Executive through the date of his death or Disability in accordance with applicable plans and programs of the Company. (b) If the Executive's employment is terminated by the Company other than for Cause, or by the Executive other than for Good Reason, or as a result of notice of nonrenewal provided by the Company Disability or the Executive under Section 2, he will be entitled to: (i) any Base Salary earned but not yet paid; (ii) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) other benefits accrued and earned by the Executive through the date of his termination in accordance with applicable plans and programs of the Company; (iv) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Executive under Section 2, he will be entitled to a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; and (v) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Company under Section 2, he will be entitled to full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. (c) If the Executive's employment is terminated by the Company without Cause, or by the Executive for Good Reason, he will be entitled to: (i) any Base Salary earned but not yet paid; (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) continuation of his Base Salary, at the rate in effect on the date of his termination of employment (which, in the case of a termination of the Executive for Good Reason pursuant to Section 8(d)(v), shall be deemed to be the rate in effect prior to giving any effect to the reduction in Base Salary giving rise to such Good Reason), until the expiration of the Non-Competition Period (as defined below); (iv) the greater of: (A) a prorated bonus for the year in which employment terminates, prorated based on the number of days worked, ’s death or (B) an amount equal to fifty percent (50%) of the average of the bonus payments made pursuant to Section 5 of this Agreement during the two (2) calendar years preceding such termination, if any, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable in either event as soon as administratively feasible following the end of the then fiscal year of the Company; provided, however, that this clause (iv) shall not be applicable in the event that the Executive's employment is terminated upon notice of nonrenewal provided by the Company under Section 2; (v) until the expiration of the Non-Competition Period, subject to any employee contribution applicable to the Executive on the date of termination, continued participation in all of the Company's group medical and dental insurance plans in which he was participating on the date of his termination of employment, provided that the Executive is entitled to continue such participation under applicable law and plan terms; (vi) reimbursement in accordance with this Agreement of any business expenses incurred by the Executive but not yet paid to him on the date of his termination of employment, payable as soon as administratively feasible following termination of employment; and (vii) full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. In the event that, under the terms of any employee benefit plan referred to in subsection 9(c)(v) above, the Executive may not continue his participation, he will be provided with the after-tax economic equivalent of the benefits provided under any plan in which he was previously eligible to participate for the period specified in subsection 9(c)(v) above. The economic equivalent of any benefit foregone will be deemed to be the cost that would be incurred by the Executive in obtaining such benefit on the lowest available individual basis. (d) Any amounts due under this Section 9 are in the nature of severance payments or liquidated damages or both, and will fully compensate the Executive and his dependents or beneficiaries, as the case may be, for any and all direct damages and consequential damages that any of them may suffer as a result of termination of the Executive's employment, and they are not in the nature of a penalty. (e) Notwithstanding anything contained herein, any obligation of the Company to the Executive under Sections 9(c)(iii), (iv), (v) and (vii) is conditioned upon (i) the Executive signing a release of claims in the form attached hereto as Exhibit A (the "Employee Release") within twenty-one days (or such greater period as the Company may specify) following the later of the date on which the Executive (or, in the case of termination by the Executive for Good Reason, the CompanyExecutive shall be entitled to the following benefits: (a) receives notice The Company shall pay the Executive, through the Date of termination Termination, the Executive’s base salary as in effect at the time the Notice of employment Termination is given and any other form or the date the Executive receives type of compensation otherwise payable for such period. (b) Upon receipt of a copy of the Employee Release and upon the Executive not revoking the Employee Release release in a timely manner thereafter and form acceptable to the Company (the “Release”) executed by the Executive, the Company shall pay a severance amount (the “Severance Benefit”) equal to the sum of: (i) the annual base salary as in effect immediately prior to the Date of Termination (without giving effect to any reduction that would constitute Good Reason), plus (ii) the Executive's continuing compliance with the provisions average of Section 10. If the Executive breaches any provision of Section 10, upon written notice of such breach and request for repayment from Variable Compensation Plan bonuses actually paid in the Companythree fiscal years (or if less, the period of the Executive’s employment) ending prior to the Date of Termination, which Severance Benefit shall be divided and paid in equal installments on each payroll pay date during the 12 month period beginning after the Executive’s Date of Termination immediately following the rescission period set forth in the Release. (c) The Executive shall promptly pay be entitled to the Company an amount equal to the sum of any cash payments previously paid receive all benefits payable to the Executive pursuant under the Company pension and welfare benefit plans or any successor of such plan and any other plan or agreement relating to Sections 9(c)(iii)retirement benefits which shall be in addition to, and not reduced by, any other amounts payable to the Executive under this Section 3. (iv)d) The Executive shall be entitled to exercise all rights and to receive all benefits accruing to the Executive under any and all Company stock purchase and stock option plans or programs, (v) or any successor to any such plans or programs, which shall be in addition to, and (vii)not reduced by, any other amounts payable to the Executive under this Section 3. Any such repayment The Executive shall not be required to mitigate the exclusive remedy amount of any payment provided for in this Section 3 by seeking other employment or otherwise, nor shall the amount of any such breach and payment or benefit provided for in this Section 3 be reduced by any compensation earned by the Company shall retain all rights to pursue other available remedies (whether at law Executive as the result of employment by another employer or equity) for any such breachby retirement benefits after the Date of Termination, or otherwise.

Compensation Upon Termination. Upon termination of the Executive's employment during the Employment Term, the Executive shall be entitled to the following benefits: (a) If the Executive's employment is with the Company shall be terminated as a result (1) by the Company for Disability, or (2) by reason of the Executive's death or Disabilitydeath, he, or his estate, will be entitled to: the Company shall pay the Executive (i) any his Base Salary which has been earned and is accrued but not yet paid; unpaid through the Termination Date, (ii) any bonus awarded pursuant to Section 5 his Annual Bonus prorated for the number of weeks in such fiscal year during which the Executive has been employed by the Company under this Agreement but not yet paidAgreement, payable as soon as administratively feasible following termination of employment; (iii) a prorated bonus reimbursement for reasonable and necessary expenses incurred by the year in which his employment terminates, prorated based Executive on behalf of the Company during the period ending on the number of Termination Date; and (iv) accrued vacation pay. The prorated Annual Bonus shall be payable not later than ninety (90) days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current Company's fiscal year of the Company; (iv) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; and (v) other benefits accrued and earned by the Executive through the date of his death or Disability in accordance with applicable plans and programs of the Companyyear. (b) If the Executive's employment is with the Company shall be terminated (1) by the Company for Cause, or (2) by the Executive other than for Good ReasonExecutive, or as a result of notice of nonrenewal provided by the Company or shall pay the Executive under Section 2, he will be entitled to: (i) any his Base Salary which has been earned and is accrued but not yet paid; unpaid through the Termination Date, and (ii) reimbursement in accordance with this Agreement of any business expense for reasonable and necessary expenses incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) other benefits accrued and earned by the Executive through the date of his termination in accordance with applicable plans and programs on behalf of the Company; (iv) if Company during the Executive's employment is terminated as a result of notice of nonrenewal provided by the Executive under Section 2, he will be entitled to a prorated bonus for the year in which his employment terminates, prorated based period ending on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; and (v) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Company under Section 2, he will be entitled to full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock unitsTermination Date. (c) If the Executive's employment is with the Company shall be terminated by the Company without Causeother than by reason of death, Cause or by Disability or other than pursuant to Section 1, the Executive for Good Reason, he will shall be entitled toto the following: (i) any the Company shall pay the Executive (i) his Base Salary which has been earned but not yet paid;is accrued and unpaid through the Termination Date, (ii) if such termination occurs less than sixty (60) days prior to the end of the Company's fiscal year, his Annual Bonus prorated for the number of weeks in such fiscal year during which the Executive has been employed by the Company under this Agreement, (iii) reimbursement for reasonable and necessary expenses incurred by the Executive on behalf of the Company during the period ending on the Termination Date, and (iv) accrued vacation pay and sick leave; and (ii) the Company shall pay the Executive as severance pay and in lieu of any bonus awarded pursuant further compensation for periods subsequent to Section 5 of this Agreement but not yet paidthe Termination Date, payable as soon as administratively feasible following termination of employment; (iii) continuation six months of his Base Salary, at the rate in effect on the date of his termination of employment (which, in the case of a termination of the Executive for Good Reason pursuant to Section 8(d)(v), shall be deemed to be the rate in effect prior to giving any effect to the reduction in Base Salary giving rise to such Good Reason), until the expiration of the Non-Competition Period (as defined below); (iv) the greater of: (A) a prorated bonus for the year in which employment terminates, prorated based on the number of days worked, or (B) an amount equal to fifty percent (50%) of the average of the bonus payments made pursuant to Section 5 of this Agreement during the two (2) calendar years preceding such termination, if any, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable in either event as soon as administratively feasible following the end of the then fiscal year of the Company; provided, however, that this clause (iv) shall not be applicable in the event that the Executive's employment is terminated upon notice of nonrenewal provided by the Company under Section 2; (v) until the expiration of the Non-Competition Period, subject to any employee contribution applicable to the Executive on the date of termination, continued participation in all of accordance with the Company's group medical and dental insurance plans in which he was participating on normal payroll practices or, if the date Executive so chooses, the Company will pay the Executive a lump sum payment equivalent to six months of his termination of employment, provided that the Executive is entitled to continue such participation under applicable law and plan terms; Base Salary within thirty (vi30) reimbursement in accordance with this Agreement of any business expenses incurred by the Executive but not yet paid to him on the date of his termination of employment, payable as soon as administratively feasible following termination of employment; and (vii) full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. In the event that, under the terms of any employee benefit plan referred to in subsection 9(c)(v) above, the Executive may not continue his participation, he will be provided with the after-tax economic equivalent days of the benefits provided under any plan in which he was previously eligible to participate for the period specified in subsection 9(c)(v) above. The economic equivalent of any benefit foregone will be deemed to be the cost that would be incurred by the Executive in obtaining such benefit on the lowest available individual basisTermination Date. (d) Any amounts due under this The severance pay provided for in Section 9 are 8(c)(ii) shall be in the nature lieu of any other severance payments or liquidated damages or both, and will fully compensate pay to which the Executive and his dependents may be entitled under any Company severance plan, program or beneficiaries, as the case may be, for any and all direct damages and consequential damages that any of them may suffer as a result of termination of the Executive's employment, and they are not in the nature of a penaltyarrangement. (e) Notwithstanding anything contained herein, any obligation of the Company to the Executive under Sections 9(c)(iii), (iv), (vThe severance pay provided for in Section 8(c)(ii) and (vii) is conditioned upon (i) the Executive signing a release of claims in the form attached hereto all other compensation paid under this Agreement shall be subject to withholding taxes and other employment taxes as Exhibit A (the "Employee Release") within twenty-one days (or such greater period as the Company may specify) following the later of the date on which the Executive (or, in the case of termination required by the Executive for Good Reason, the Company) receives notice of termination of employment or the date the Executive receives a copy of the Employee Release and upon the Executive not revoking the Employee Release in a timely manner thereafter and (ii) the Executive's continuing compliance law with the provisions of Section 10. If the Executive breaches any provision of Section 10, upon written notice of such breach and request for repayment from the Company, the Executive shall promptly pay respect to the Company compensation paid by an amount equal employer to the sum of any cash payments previously paid to the Executive pursuant to Sections 9(c)(iii), (iv), (v) and (vii). Any such repayment shall not be the exclusive remedy for any such breach and the Company shall retain all rights to pursue other available remedies (whether at law or equity) for any such breachan employee.

Compensation Upon Termination. Upon termination of the Executive’s employment during the term of this Agreement, the Executive shall be entitled to the following benefits: (a) If the Executive's employment is terminated as a result of the Executive's death or Disability, he, or his estate, will be entitled to: (i) any Base Salary earned but not yet paid; (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; (iv) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; and (v) other benefits accrued and earned by the Executive through the date of his death or Disability in accordance with applicable plans and programs of the Company. (b) If the Executive's ’s employment is terminated by the Company for Cause, Cause or by the Executive other than for Good Reason, or as a result of notice of nonrenewal provided by the Company or shall pay the Executive under Section 2all amounts earned or accrued hereunder through the Termination Date but not paid as of the Termination Date, he will be entitled to: including (i) any Base Salary earned but not yet paid; Salary, (ii) reimbursement for any and all monies advanced or expenses incurred in accordance connection with this Agreement of any business expense the Executive’s employment for reasonable and necessary expenses incurred by the Executive but not yet paidon behalf of the Company for the period ending on the Termination Date, payable as soon as administratively feasible following termination of employment; (iii) other benefits accrued vacation pay, and earned by (iv) any previous compensation which the Executive through the date of his termination has previously deferred (including any interest earned or credited thereon) (collectively, “Accrued Compensation”). The Executive’s entitlement to any other compensation or benefits shall be determined in accordance with applicable the Company’s employee benefit plans and other applicable programs of the Company; (iv) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Executive under Section 2, he will be entitled to a prorated bonus for the year and practices then in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; and (v) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Company under Section 2, he will be entitled to full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock unitseffect. (cb) If the Executive's ’s employment is shall be terminated by the Company without Cause, or by the Executive for Good Reason, he will or if the Company fails to extend the Agreement following the expiration of the initial term or any subsequent renewal term, then the Executive shall be entitled toto the benefits provided below: (i) any Base Salary earned but not yet paidthe Company shall pay the Executive all Accrued Compensation; (ii) provided that the Executive shall have executed, in the form of Exhibit C to this Agreement, a general release of, and waiver of claims against, the Company and its subsidiaries, affiliates, directors, officers, employees and agents, excluding claims for contribution, indemnity, continuation to coverage under directors and officers liability insurance and the like, and that such release is effective, then in lieu of any bonus awarded pursuant further salary or benefits for periods subsequent to Section 5 the Termination Date, the Company shall pay the Executive as severance pay and provide the benefits as follows: (A) an amount in cash equal to 150% of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employmentthe highest annualized Base Salary paid to Executive at any time during the one-year period immediately preceding the Termination Date; (iiiB) continuation of his Base Salary, at the rate in effect on the date of his termination of employment (which, in the case of a termination of the Executive for Good Reason pursuant to Section 8(d)(v), shall be deemed to be the rate in effect prior to giving any effect Any unpaid bonuses or incentive compensation related to the reduction in Base Salary giving rise to such Good Reason), until the expiration of the Non-Competition Period (as defined below)prior fiscal year; (iv) the greater of: (A) a prorated bonus for the year in which employment terminates, prorated based on the number of days worked, or (BC) an amount equal to fifty percent (50%) 150% of the average of Target Bonus for the bonus payments made fiscal year in which the Executive’s employment is terminated; (D) any unvested equity incentive benefits issued or granted to the Executive pursuant to Section 5 of this Agreement during the two (2) calendar years preceding such termination, if any, minus any bonus payments made pursuant to Section 5 of this Agreement shall immediately vest in respect full as of the year containing the date of termination, payable in either event as soon as administratively feasible following the end of the then fiscal year of the Company; provided, however, that this clause (iv) shall not be applicable in the event that the Executive's employment is terminated upon notice of nonrenewal provided by the Company under Section 2Termination Date; (vE) until a pro-rated Target Bonus for the expiration current fiscal year based upon the length of the Non-Competition Period, subject to any employee contribution applicable to the Executive on the date of termination, service during such fiscal year; and (F) continued participation in all employee benefit plans, practices and programs maintained by the Company to the same extent and in the same manner as, and at the same cost to Executive as that borne by him, prior to the Termination Date, for a period of eighteen (18) months following the Termination Date; provided that if Executive is not eligible following the Termination Date to participate in the Company's ’s group medical and health or dental insurance plans in which he was participating on plans, then the date Company may fulfill its obligation under this subsection by reimbursing Executive for the additional costs to Executive of his termination continuing such coverage under COBRA during the period of employment, provided time that the Executive is entitled to continue such participation coverage under applicable law and plan termsCOBRA, not to exceed eighteen (18) months following the Termination Date (including any amounts necessary to cover taxes for such reimbursement). (c) If the Executive’s employment shall be terminated by death of the Executive or by the Company for Disability, then the Executive or Executive’s estate shall be entitled to the benefits provided below: (i) the Company shall pay the Executive all Accrued Compensation; (viii) reimbursement provided that the Executive or Executive’s estate, as applicable, shall have executed, in accordance with the form of Exhibit C to this Agreement Agreement, a general release of, and waiver of claims against, the Company and its subsidiaries, affiliates, directors, officers, employees and agents, excluding claims for contribution, indemnity, continuation to coverage under directors and officers liability insurance and the like, and that such release is effective, then in lieu of any business expenses incurred by further salary or benefits for periods subsequent to the Termination Date, the Company shall pay the Executive but not yet paid as severance pay and provide the benefits as follows: (A) Any unpaid bonuses or incentive compensation related to him on the date of his termination of employment, payable as soon as administratively feasible following termination of employmentprior fiscal year; and (viiB) full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. In the event that, under the terms of any employee benefit plan referred to in subsection 9(c)(v) above, the Executive may not continue his participation, he will be provided with the afterA pro-tax economic equivalent of the benefits provided under any plan in which he was previously eligible to participate rated Target Bonus for the period specified in subsection 9(c)(v) above. The economic equivalent current fiscal year based upon the length of any benefit foregone will be deemed to be the cost that would be incurred by the Executive in obtaining service during such benefit on the lowest available individual basisfiscal year. (d) Any The amounts due under this Section 9 are provided for in Sections 12(a), 12(b)(i), 12(b)(ii)(A)-(C), 12(c)(i) and 12(c)(ii) shall be paid within fifteen (15) business days after the nature of severance payments Termination Date, or liquidated damages or both, and will fully compensate the Executive and his dependents or beneficiaries, such sooner date as the case may be, for any and all direct damages and consequential damages that any of them may suffer as a result of termination of the Executive's employment, and they are not in the nature of a penaltyrequired by applicable law. (e) Notwithstanding anything contained herein, The Executive shall not be required to mitigate the amount of any obligation payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of the Company any compensation or benefits provided to the Executive under Sections 9(c)(iii), (iv), (v) and (vii) is conditioned upon (i) the Executive signing a release of claims in the form attached hereto as Exhibit A (the "Employee Release") within twenty-one days (or such greater period as the Company may specify) following the later of the date on which the Executive (or, in the case of termination by the Executive for Good Reason, the Company) receives notice of termination of employment or the date the Executive receives a copy of the Employee Release and upon the Executive not revoking the Employee Release in a timely manner thereafter and (ii) the Executive's continuing compliance with the provisions of Section 10. If the Executive breaches any provision of Section 10, upon written notice of such breach and request for repayment from the Company, the Executive shall promptly pay to the Company an amount equal to the sum of any cash payments previously paid to the Executive pursuant to Sections 9(c)(iii), (iv), (v) and (vii). Any such repayment shall not be the exclusive remedy for any such breach and the Company shall retain all rights to pursue other available remedies (whether at law or equity) for any such breachsubsequent employment.

Compensation Upon Termination. (a) If the Executive's Paragon terminates Employee’s employment is terminated as a result of the Executive's death or Disability, hefor Cause, or if Employee terminates Employee’s employment without Good Reason, then Paragon shall pay Employee his estate, will be entitled to: (i) any Base Salary earned but not yet paid; (ii) then in effect through the Date of Termination and all other amounts, if any, to which Employee is entitled as of such date in connection with any bonus awarded pursuant to Section 5 employee benefit plan or program of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) a prorated bonus for the year Paragon in which his employment terminatesEmployee participates, prorated based on the number of days workedincluding, minus any bonus payments made pursuant without limitation, those set forth in Sections 6 and 8 hereof, and Paragon shall have no further obligations to Section 5 of Employee under this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; (iv) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; and (v) other benefits accrued and earned by the Executive through the date of his death or Disability in accordance with applicable plans and programs of the CompanyAgreement. (b) If the Executive's Paragon terminates Employee’s employment is terminated by the Company for without Cause, or by the Executive other than if Employee terminates Employee’s employment for Good Reason, or as then Paragon shall pay Employee a result lump sum payment within thirty (30) business days of notice the Date of nonrenewal provided by Termination equal to the Company or the Executive Base Salary payable to Employee under Section 2, he will be entitled to: (i) any Base Salary earned but not yet paid; (ii) reimbursement in accordance with this Agreement 3 hereof from the Date of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) other benefits accrued and earned by the Executive Termination through the date of his termination in accordance with applicable plans and programs which is the one-year anniversary of the Company; (iv) Date of Termination, plus all other amounts, if the Executive's employment any, to which he is terminated as a result of notice of nonrenewal provided by the Executive under Section 2, he will be entitled to a prorated bonus for receive as of the year Date of Termination in connection with any employee benefit plan or program of Paragon in which his employment terminatesEmployee participates, prorated based on the number of days workedincluding, minus any bonus payments made pursuant to Section 5 of this Agreement without limitation, those set forth in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; and (v) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Company under Section 2, he will be entitled to full vesting of any unvested equity incentives, including without limitation stock options, restricted stock Sections 6 and deferred restricted stock units8 hereof. (c) If the Executive's Employee’s employment is terminated by the Company without Causehis death, then Paragon shall pay to his estate, or as may be directed by the Executive for Good Reasonlegal representatives of such estate, he will be entitled to: (i) any the Base Salary earned but not yet paid; (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) continuation of his Base Salary, at the rate in effect on at the date time of his termination death through the Date of employment (which, in the case of a termination of the Executive for Good Reason pursuant to Section 8(d)(v), shall be deemed to be the rate in effect prior to giving any effect to the reduction in Base Salary giving rise to such Good Reason), until the expiration of the Non-Competition Period (as defined below); (iv) the greater of: (A) a prorated bonus for the year in which employment terminates, prorated based on the number of days worked, or (B) an amount equal to fifty percent (50%) of the average of the bonus payments made pursuant to Section 5 of this Agreement during the two (2) calendar years preceding such terminationTermination and all other amounts, if any, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable in either event as soon as administratively feasible following the end of the then fiscal year of the Company; provided, however, that this clause (iv) shall not be applicable in the event that the Executive's employment is terminated upon notice of nonrenewal provided by the Company under Section 2; (v) until the expiration of the Non-Competition Period, subject to any employee contribution applicable to the Executive on the date of termination, continued participation in all of the Company's group medical and dental insurance plans in which he was participating on the date of his termination of employment, provided that the Executive Employee is entitled to continue as of such participation under applicable law and plan terms; (vi) reimbursement date in accordance connection with this Agreement of any business expenses incurred by the Executive but not yet paid to him on the date of his termination of employment, payable as soon as administratively feasible following termination of employment; and (vii) full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. In the event that, under the terms of any employee benefit plan referred to in subsection 9(c)(v) above, the Executive may not continue his participation, he will be provided with the after-tax economic equivalent or program of the benefits provided under any plan Paragon in which he was previously eligible to participate for the period specified in subsection 9(c)(v) above. The economic equivalent of any benefit foregone will be deemed to be the cost that would be incurred by the Executive in obtaining such benefit on the lowest available individual basisEmployee participates. (d) Any amounts due under this Section 9 are in the nature Nothing herein shall be construed as prohibiting Paragon or Employee from pursuing any other remedies available to Paragon or Employee, respectively, including, without limitation, recovery of severance payments or liquidated damages or both, and will fully compensate the Executive and his dependents or beneficiaries, as the case may be, for any and all direct damages and consequential damages that any of them may suffer as a result of termination of the Executive's employment, and they are not in the nature of a penaltydamages. (e) Notwithstanding anything contained herein, any obligation of the Company to the Executive under Sections 9(c)(iii), (iv), (v) and (vii) is conditioned upon (i) the Executive signing a release of claims in the form attached hereto as Exhibit A (the "Employee Release") within twenty-one days (or such greater period as the Company may specify) following the later of the date on which the Executive (or, in the case of termination by the Executive for Good Reason, the Company) receives notice of termination of employment or the date the Executive receives a copy of the Employee Release and upon the Executive not revoking the Employee Release in a timely manner thereafter and (ii) the Executive's continuing compliance with the provisions of Section 10. If the Executive breaches any provision of Section 10, upon written notice of such breach and request for repayment from the Company, the Executive shall promptly pay to the Company an amount equal to the sum of any cash payments previously paid to the Executive pursuant to Sections 9(c)(iii), (iv), (v) and (vii). Any such repayment shall not be the exclusive remedy for any such breach and the Company shall retain all rights to pursue other available remedies (whether at law or equity) for any such breach.

Compensation Upon Termination. (a) If the Executive's employment is terminated Company terminates this Agreement without Cause pursuant to paragraph 7(a)(i) hereof or if Executive voluntarily terminates this Agreement for Good Reason (as a result of the Executive's death or Disability, he, defined below) then (i) Company shall pay to Executive or his estate, will be entitled to: if applicable, within thirty (i30) days after the effective date of such termination any unpaid Base Salary accrued and earned but not yet paid; by him hereunder up to and including the effective date of such termination plus a pro rata amount of the Target Bonus (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) a prorated bonus for determined by multiplying the year in which his employment terminates, prorated based on Target Bonus amount by the number of days worked, minus any bonus payments made pursuant to Section 5 elapsed in the year of the termination of this Agreement in respect and dividing by 365) (the “Pro Rata Target Bonus Amount”), (ii) Company shall pay to Executive on the day that is six (6) months after the effective date of such termination an amount equal to the Executive’s Base Salary as of the year containing termination date, (iii) if applicable, during the Severance Period (as defined below), Company shall pay Executive’s COBRA premiums for medical insurance benefits in effect on the date of terminationtermination (provided that, payable as soon as administratively feasible following to the end extent permitted under applicable law, the Severance Period will run concurrently with, count against, and not be in addition to, the 18-month statutory COBRA period), and continue to provide Executive with such other employee benefits for which Executive continues to qualify during the Severance Period, but only if Executive fully complies with paragraph 10 of the then current fiscal year of the Company; this Agreement, and (iv) reimbursement in accordance with Executive’s outstanding stock options and restricted shares shall accelerate and be fully vested upon a termination without “Cause” or if Executive voluntarily terminates this Agreement for Good Reason. Notwithstanding any other provision of any business expense incurred by this Agreement to the contrary, (A) Company’s obligations under this paragraph 8(a) shall be contingent on Executive but not yet paidexecuting and delivering to Company a general release of claims, payable substantially in the form attached hereto as soon as administratively feasible following Exhibit A, and (B) if Executive engages in full-time employment after the termination of employment; and this Agreement (vwhether as an executive or as a self-employed person), any employee benefit and welfare benefits received by Executive in consideration of such employment which are similar in nature to the employee benefit and welfare benefits provided by Company will relieve Company of its obligations under paragraph 8(a)(iii) other to provide comparable benefits accrued and earned by to the Executive through extent of the benefits so provided. For purposes of this Agreement, (1) the “Severance Period” means the period commencing on the date of his death or Disability in accordance with applicable plans termination of this Agreement and programs ending on the date that is 18 months after the date of termination of this Agreement. For purposes of this Section 8 only, “Good Reason” means the occurrence of any of the Companyfollowing events: (a) a substantial adverse change, not consented to by Executive, in the nature or scope of Executive’s responsibilities, authorities or duties hereunder, (b) a substantial involuntary reduction in Executive’s Base Salary except for an across-the-board salary reduction similarly affecting all or substantially all employees, or (c) the relocation of Executive’s principal place of employment to another location of Company outside a sixty (60) mile radius from the location of Executive’s principal place of employment as of the date hereof. (b) If the Executive's employment is terminated by the Company Executive voluntarily terminates this Agreement pursuant to paragraph 7(a)(i) for Cause, or by the Executive any reason other than for Good ReasonReason or Company terminates this Agreement pursuant to paragraph 7(a)(ii), or as a result of notice of nonrenewal provided by the Company or the Executive under Section 2, he will be entitled to: (i) Executive shall be entitled to no further compensation or other benefits under this Agreement, other than any unpaid Base Salary earned but not yet paid; (ii) reimbursement in accordance with this Agreement of any business expense incurred by and the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) other benefits Pro Rata Target Bonus Amount accrued and earned by Executive hereunder for the Executive through period up to and including the effective date of his termination in accordance with applicable plans and programs of the Company; (iv) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Executive under Section 2, he will be entitled to a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of such termination, payable as soon as administratively feasible following and (ii) Executive shall forfeit all unvested stock options and restricted shares awarded under the end of the then current fiscal year of the Company; and (v) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Company under Section 2, he will be entitled to full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock unitsEquity Incentive Plan. (c) If the Executive's employment this Agreement is terminated by the on a Contract Term Date because Company without Causenotifies Executive that this Agreement will not be renewed pursuant to paragraph 2(a), or by the Executive for Good Reason, he will be entitled to: (i) Company shall pay to Executive or his estate, if applicable, within thirty (30) days after the effective date of such termination any unpaid Base Salary and the Pro Rata Target Bonus Amount accrued and earned but not yet paid; by him hereunder up to and including the effective date of such termination, (ii) any bonus awarded pursuant Company shall pay to Section 5 Executive on the day that is six (6) months after the effective date of this Agreement but not yet paidsuch termination an amount equal to the Executive’s Base Salary as of the termination date, payable as soon as administratively feasible following termination of employment; and (iii) continuation Executive’s outstanding stock options and restricted shares shall accelerate and be fully vested. (d) If Company terminates this Agreement pursuant to paragraph 7(a)(iii) hereof, (i) Company shall pay to Executive or his estate, as applicable, within thirty (30) days after the effective date of his such termination any unpaid Base Salary, at Pro Rata Target Bonus Amount and benefits accrued and earned by him hereunder up to and including the rate effective date of such termination, (ii) Company shall pay to Executive or his estate, as applicable, within thirty (30) days after the effective date of such termination an amount equal to the Executive’s Base Salary as of the termination date, (iii) if applicable, during the Severance Period, Company shall pay Executive’s COBRA premiums for medical insurance benefits in effect on the date of his termination (provided that, to the extent permitted under applicable law, the Severance Period will run concurrently with, count against, and not be in addition to, the 18-month statutory COBRA period), and continue to provide Executive with such other employee benefits for which Executive continues to qualify during the Severance Period, but only if Executive fully complies with paragraph 10 of employment this Agreement, and (whichiv) Executive’s outstanding stock options and restricted shares shall accelerate and be fully vested. Notwithstanding any other provision of this Agreement to the contrary, (A) Company’s obligations under this paragraph 8(d) shall be contingent, in the case of a termination of the upon Disability, on Executive for Good Reason pursuant executing and delivering to Section 8(d)(v), shall be deemed to be the rate in effect prior to giving any effect to the reduction in Base Salary giving rise to such Good Reason), until the expiration of the Non-Competition Period (as defined below); (iv) the greater of: (A) Company a prorated bonus for the year in which employment terminates, prorated based on the number of days worked, or (B) an amount equal to fifty percent (50%) of the average of the bonus payments made pursuant to Section 5 of this Agreement during the two (2) calendar years preceding such termination, if any, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable in either event as soon as administratively feasible following the end of the then fiscal year of the Company; provided, however, that this clause (iv) shall not be applicable in the event that the Executive's employment is terminated upon notice of nonrenewal provided by the Company under Section 2; (v) until the expiration of the Non-Competition Period, subject to any employee contribution applicable to the Executive on the date of termination, continued participation in all of the Company's group medical and dental insurance plans in which he was participating on the date of his termination of employment, provided that the Executive is entitled to continue such participation under applicable law and plan terms; (vi) reimbursement in accordance with this Agreement of any business expenses incurred by the Executive but not yet paid to him on the date of his termination of employment, payable as soon as administratively feasible following termination of employment; and (vii) full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. In the event that, under the terms of any employee benefit plan referred to in subsection 9(c)(v) above, the Executive may not continue his participation, he will be provided with the after-tax economic equivalent of the benefits provided under any plan in which he was previously eligible to participate for the period specified in subsection 9(c)(v) above. The economic equivalent of any benefit foregone will be deemed to be the cost that would be incurred by the Executive in obtaining such benefit on the lowest available individual basis. (d) Any amounts due under this Section 9 are in the nature of severance payments or liquidated damages or both, and will fully compensate the Executive and his dependents or beneficiaries, as the case may be, for any and all direct damages and consequential damages that any of them may suffer as a result of termination of the Executive's employment, and they are not in the nature of a penalty. (e) Notwithstanding anything contained herein, any obligation of the Company to the Executive under Sections 9(c)(iii), (iv), (v) and (vii) is conditioned upon (i) the Executive signing a general release of claims claims, substantially in the form attached hereto as Exhibit A A, and (B) if Executive engages in full-time employment after the "Employee Release"termination of this Agreement (whether as an executive or as a self-employed person), any employee benefit and welfare benefits received by Executive in consideration of such employment which are similar in nature to the employee benefit and welfare benefits provided by Company will relieve Company of its obligations under paragraph 8(d)(iii) within twenty-one days to provide comparable benefits to the extent of the benefits so provided. (e) Except as otherwise specified in this paragraph 8 and, if applicable, paragraphs 9 and 10 below, Executive shall not be entitled to any other compensation or such greater period as benefits upon the termination of his employment with Company for any reason whatsoever. If payable, the payments under this paragraph 8 shall be in addition to, and not in lieu of, the payments, if any, to which Executive may be entitled under paragraphs 9 and 10 below. (f) Immediately upon the cessation of Executive’s employment with the Company may specifyfor any reason whatsoever, notwithstanding anything else to the contrary contained in this Agreement or otherwise, Executive will stop serving the functions of his terminated or expired position(s) and shall be without any of the authority or responsibility for such position(s). Upon request, at any time following the later cessation of his employment for any reason, Executive shall resign from the date on which Board if then a member. (g) Notwithstanding anything to the Executive (orcontrary in this paragraph 8, in the case Company’s obligation to pay, and Executive’s right to receive, any compensation under this paragraph 8, shall terminate upon Executive’s breach of termination by the Executive for Good Reason, the Company) receives notice of termination of employment or the date the Executive receives a copy of the Employee Release and upon the Executive not revoking the Employee Release in a timely manner thereafter and (ii) the Executive's continuing compliance with the provisions of Section 10. If the Executive breaches any provision of Section 10paragraph 10 hereof. In addition, upon written notice of such breach and request for repayment from the Company, the Executive shall promptly pay to the forfeit any compensation received from Company an amount equal to the sum under this paragraph 8 upon Executive’s breach of any cash payments previously paid to the Executive pursuant to Sections 9(c)(iii), (iv), (v) and (vii). Any such repayment shall not be the exclusive remedy for any such breach and the Company shall retain all rights to pursue other available remedies (whether at law or equity) for any such breachprovision of paragraph 10 hereof.

Compensation Upon Termination. Upon termination of the Executive’s employment during the term of this Agreement, the Executive shall be entitled to the following benefits: (a) If the Executive's ’s employment is terminated as a result by the Company for Cause or Disability or by the Executive, or by reason of the Executive's death ’s death, the Company shall pay the Executive all amounts earned or Disabilityaccrued hereunder through the Termination Date but not paid as of the Termination Date, he, or his estate, will be entitled to: including (i) any Base Salary earned but not yet paid; Salary, (ii) reimbursement for any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) a prorated bonus and all monies advanced or expenses incurred in connection with the Executive’s employment for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; (iv) reimbursement in accordance with this Agreement of any business expense reasonable and necessary expenses incurred by the Executive but not yet paidon behalf of the Company for the period ending on the Termination Date, payable as soon as administratively feasible following termination of employment; and (iii) vacation pay, (iv) any unpaid bonuses or incentive compensation related to the prior fiscal year and (v) other benefits accrued and earned by any previous compensation which the Executive through the date of his death has previously deferred (including any interest earned or Disability credited thereon) (collectively, “Accrued Compensation”). The Executive’s entitlement to any other compensation or benefits shall be determined in accordance with applicable the Company’s employee benefit plans and other applicable programs of the Companyand practices then in effect. (b) If the Executive's ’s employment is by the Company shall be terminated by the Company other than for Cause, death or by Disability, or if the Company fails to extend the Agreement following the expiration of the initial term or any subsequent renewal term, then the Executive other than for Good Reason, or as a result of notice of nonrenewal provided by the Company or the Executive under Section 2, he will shall be entitled toto the benefits provided below: (i1) any Base Salary earned but not yet paid; (ii) reimbursement in accordance with this Agreement of any business expense incurred by the Company shall pay the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) other benefits accrued and earned by the Executive through the date of his termination in accordance with applicable plans and programs of the Company; (iv) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Executive under Section 2, he will be entitled to a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Companyall Accrued Compensation; and (v2) if provided that the Executive's employment is terminated as Executive shall have executed a result general release of, and waiver of notice of nonrenewal provided by claims against, the Company under Section 2and its subsidiaries, he will be entitled to full vesting affiliates, directors, officers, employees and agents in a form attached hereto as Exhibit B and that such release is effective, the Company shall pay the Executive as severance pay and in lieu of any unvested equity incentivesfurther salary for periods subsequent to the Termination Date, including without limitation stock options, restricted stock and deferred restricted stock unitsan amount in cash equal to 100% of Base Salary. (c) If the Executive's employment is terminated by the Company without Cause, or by the Executive The amounts provided for Good Reason, he will be entitled to: (iin Sections 11(a) any Base Salary earned but not yet paid; (iiand 11(b)(1) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) continuation of his Base Salary, at the rate in effect on the date of his termination of employment (which, in the case of a termination of the Executive for Good Reason pursuant to Section 8(d)(v), shall be deemed to be paid within fifteen (15) business days after the rate Termination Date and the amounts provided for in effect prior to giving any effect to the reduction in Base Salary giving rise to such Good Reason), until the expiration of the Non-Competition Period (as defined below); (iv) the greater of: (A) a prorated bonus for the year in which employment terminates, prorated based on the number of days worked, or (B) an amount equal to fifty percent (50%) of the average of the bonus payments made pursuant to Section 5 of this Agreement during the two (2) calendar years preceding such termination, if any, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable in either event as soon as administratively feasible following the end of the then fiscal year of the Company; provided, however, that this clause (iv11(b)(2) shall not be applicable in the event that the Executive's employment is terminated upon notice of nonrenewal provided by the Company under Section 2; (v) until the expiration of the Non-Competition Period, subject to any employee contribution applicable to the Executive on the date of termination, continued participation in all of the Company's group medical and dental insurance plans in which he was participating on the date of his termination of employment, provided that the Executive is entitled to continue such participation under applicable law and plan terms; (vi) reimbursement paid ratably in accordance with this Agreement of any business expenses incurred by the Executive but not yet paid Company’s customary practices with respect to him on Base Salary over the date of his termination of employment, payable as soon as administratively feasible twelve (12) month period immediately following termination of employment; and (vii) full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. In the event that, under the terms of any employee benefit plan referred to in subsection 9(c)(v) above, the Executive may not continue his participation, he will be provided with the after-tax economic equivalent of the benefits provided under any plan in which he was previously eligible to participate for the period specified in subsection 9(c)(v) above. The economic equivalent of any benefit foregone will be deemed to be the cost that would be incurred by the Executive in obtaining such benefit on the lowest available individual basisTermination Date. (d) Any amounts due under The Executive shall not be required to mitigate the amount of any payment provided for in this Section 9 are in Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the nature amount of severance payments any compensation or liquidated damages or both, and will fully compensate the Executive and his dependents or beneficiaries, as the case may be, for any and all direct damages and consequential damages that any of them may suffer as a result of termination of the Executive's employment, and they are not in the nature of a penalty. (e) Notwithstanding anything contained herein, any obligation of the Company benefits provided to the Executive under Sections 9(c)(iii), (iv), (v) and (vii) is conditioned upon (i) the Executive signing a release of claims in the form attached hereto as Exhibit A (the "Employee Release") within twenty-one days (or such greater period as the Company may specify) following the later of the date on which the Executive (or, in the case of termination by the Executive for Good Reason, the Company) receives notice of termination of employment or the date the Executive receives a copy of the Employee Release and upon the Executive not revoking the Employee Release in a timely manner thereafter and (ii) the Executive's continuing compliance with the provisions of Section 10. If the Executive breaches any provision of Section 10, upon written notice of such breach and request for repayment from the Company, the Executive shall promptly pay to the Company an amount equal to the sum of any cash payments previously paid to the Executive pursuant to Sections 9(c)(iii), (iv), (v) and (vii). Any such repayment shall not be the exclusive remedy for any such breach and the Company shall retain all rights to pursue other available remedies (whether at law or equity) for any such breachsubsequent employment.

Compensation Upon Termination. (a) If the Executive's ’s employment is terminated as a result of his death or Disability or upon a Change of Control, the Company shall pay to the Executive or to the Executive's death or Disability, he, or his ’s estate, will be entitled to: (i) any as applicable, his Base Salary earned but not yet paid; for a period of six (ii6) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible months following termination of employment; (iii) a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; (iv) termination and any accrued but unpaid Bonus and expense reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; and (v) other benefits accrued and earned by the Executive amounts through the date of his death Death or Disability in accordance with applicable plans and programs Disability. All Stock Options that are scheduled to vest on the next succeeding anniversary of the CompanyCommencement Date shall be accelerated and deemed to have vested as of the termination date. All Stock Options that have not vested (or been deemed pursuant to the immediately preceding sentence to have vested) as of the date of termination shall be forfeited to the Company as of such date. Stock Options that have vested as of the Executive’s termination shall remain exercisable for 360 days following such termination. (b) If the Executive's ’s employment is terminated either (i) by the Company for Cause, or (ii) by the Executive other than for in the absence of Good Reason, or as a result of notice of nonrenewal provided by then the Company or shall promptly pay to the Executive under Section 2, he will be entitled to: (i) any his Base Salary earned but not yet paid; (ii) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) other benefits accrued and earned by the Executive through the date of his termination in accordance with applicable plans and programs of the Company; (iv) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Executive under Section 2, he will be entitled to a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing expense reimbursement amounts owed through the date of termination, payable . The Executive shall have no further entitlement to any other compensation or benefits from the Company. All Stock Options that have not vested as soon as administratively feasible following the end of the then current fiscal year date of termination shall be forfeited to the Company as of such date. Stock Options that have vested as of the Company; and (v) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Company under Section 2, he will be entitled to full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units’s termination shall remain exercisable for 90 days following such termination. (c) If the Executive's ’s employment is terminated by the Company without Cause, other than as a result of the Executive’s death or by Disability and other than for reasons specified in Section 10(b) then the Executive for Good Reason, he will be entitled to: Company shall (i) any continue to pay to the Executive his Base Salary earned but not yet paid; and all Fringe Benefits for a period of six (6) months following such termination, (ii) pay any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) continuation of his Base Salary, at the rate in effect on the date of his termination of employment (which, in the case of a termination of the Executive for Good Reason pursuant to Section 8(d)(v), shall be deemed to be the rate in effect prior to giving any effect to the reduction in Base Salary giving rise to such Good Reason), until the expiration of the Non-Competition Period (as defined below); (iv) the greater of: (A) a prorated bonus for the year in which employment terminates, prorated based on the number of days worked, or (B) an amount equal to fifty percent (50%) of the average of the bonus payments made pursuant to Section 5 of this Agreement during the two (2) calendar years preceding such termination, if any, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing expense reimbursement amounts owed through the date of termination, payable in either event as soon as administratively feasible following the end of the then fiscal year of the Company; provided, however, that this clause (iii) pay any accrued but unpaid Bonus and (iv) all Stock Options that are scheduled to vest during the Term shall not be applicable in the event that the Executive's employment is terminated upon notice of nonrenewal provided by the Company under Section 2; (v) until the expiration accelerated and deemed to have vested as of the Non-Competition Period, subject to any employee contribution applicable to the Executive on termination date. Any Stock Options that have vested as of the date of termination, continued participation in all the Executive’s termination shall remain exercisable for a period of the Company's group medical and dental insurance plans in which he was participating on the date of his termination of employment, provided that the Executive is entitled to continue such participation under applicable law and plan terms; (vi) reimbursement in accordance with this Agreement of any business expenses incurred by the Executive but not yet paid to him on the date of his termination of employment, payable as soon as administratively feasible following termination of employment; and (vii) full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. In the event that, under the terms of any employee benefit plan referred to in subsection 9(c)(v) above, the Executive may not continue his participation, he will be provided with the after-tax economic equivalent of the benefits provided under any plan in which he was previously eligible to participate for the period specified in subsection 9(c)(v) above. The economic equivalent of any benefit foregone will be deemed to be the cost that would be incurred by the Executive in obtaining such benefit on the lowest available individual basis360 days. (d) Any amounts due under this This Section 9 are in 10 sets forth the nature only obligations of severance payments or liquidated damages or both, and will fully compensate the Executive and his dependents or beneficiaries, as Company with respect to the case may be, for any and all direct damages and consequential damages that any of them may suffer as a result of termination of the Executive's ’s employment with the Company, and the Executive acknowledges that, upon the termination of his employment, and they he shall not be entitled to any payments or benefits which are not explicitly provided in the nature of a penaltySection 10. (e) Notwithstanding anything contained herein, The provisions of this Section 10 shall survive any obligation of the Company to the Executive under Sections 9(c)(iii), (iv), (v) and (vii) is conditioned upon (i) the Executive signing a release of claims in the form attached hereto as Exhibit A (the "Employee Release") within twenty-one days (or such greater period as the Company may specify) following the later of the date on which the Executive (or, in the case of termination by the Executive for Good Reason, the Company) receives notice of termination of employment or the date the Executive receives a copy of the Employee Release and upon the Executive not revoking the Employee Release in a timely manner thereafter and (ii) the Executive's continuing compliance with the provisions of Section 10. If the Executive breaches any provision of Section 10, upon written notice of such breach and request for repayment from the Company, the Executive shall promptly pay to the Company an amount equal to the sum of any cash payments previously paid to the Executive pursuant to Sections 9(c)(iii), (iv), (v) and (vii). Any such repayment shall not be the exclusive remedy for any such breach and the Company shall retain all rights to pursue other available remedies (whether at law or equity) for any such breachthis Agreement.

Compensation Upon Termination. Upon termination of Executive's employment during the Employment Term, Executive shall be entitled to the following benefits: (a) If the Executive's employment is terminated as a result of the Executive's death or Disability, he, or his estate, will be entitled to: (i) any Base Salary earned but not yet paid; (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; (iv) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; and (v) other benefits accrued and earned by the Executive through the date of his death or Disability in accordance with applicable plans and programs of the Company. (b) If the Executive's employment is terminated by the Company for Cause, or by the Executive for any reason other than for Good Reason, or as a result of notice of nonrenewal provided by the Company shall pay to Executive all amounts earned or accrued hereunder through the Executive under Section 2Termination Date but not paid as of the Termination Date, he will be entitled to: including (i) any Base Salary earned but not yet paid; Salary, (ii) reimbursement in accordance with this Agreement of any business expense incurred by the Executive accrued but not yet paidunpaid vacation pay, payable as soon as administratively feasible following termination of employment; (iii) other benefits accrued any earned or awarded and earned by the Executive through the date of his termination in accordance with applicable plans and programs vested, but unpaid bonus for any fiscal year of the Company; (iv) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Executive under Section 2, he will be entitled Company ending prior to a prorated bonus for the year in which his employment terminatessuch termination occurs and (iv) any previous compensation which Executive has previously deferred (including any interest earned or credited thereon) (collectively, prorated based on the number of days worked, minus "Accrued Compensation"). Executive's entitlement to any bonus payments made pursuant to Section 5 of this Agreement other benefits shall be determined in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of accordance with the Company; and (v) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Company under Section 2, he will be entitled to full vesting of any unvested equity incentives, including without limitation stock options, restricted stock employee benefit plans and deferred restricted stock unitsother applicable programs and practices then in effect. (cb) If the Subject to Section 7(c), if Executive's employment is terminated by the Company without for any reason other than for Cause, death or Disability, or by the Executive for Good Reason, he will be entitled to: (i) any Base Salary earned but not yet paid; (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) continuation of his Base Salary, at the rate in effect on the date of his termination of employment (which, in the case of a termination of the Executive for Good Reason pursuant to Section 8(d)(v), shall be deemed to be the rate in effect prior to giving any effect to the reduction in Base Salary giving rise to such Good Reason), until the expiration of the Non-Competition Period (as defined below); (iv) the greater of: (A) a prorated bonus for the year in which employment terminates, prorated based on the number of days worked, or (B) an amount equal to fifty percent (50%) of the average of the bonus payments made pursuant to Section 5 of this Agreement during the two (2) calendar years preceding such termination, if any, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable in either event as soon as administratively feasible following the end of the then fiscal year of the Company; provided, however, that this clause (iv) shall not be applicable in the event that the Executive's employment is terminated upon notice of nonrenewal provided by the Company under Section 2; (v) until the expiration of the Non-Competition Period, subject to any employee contribution applicable to the Executive on the date of termination, continued participation in all of the Company's group medical and dental insurance plans in which he was participating on the date of his termination of employment, provided that the Executive is entitled to continue such participation under applicable law and plan terms; (vi) reimbursement in accordance with this Agreement of any business expenses incurred by the Executive but not yet paid to him on the date of his termination of employment, payable as soon as administratively feasible following termination of employment; and (vii) full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. In the event that, under the terms of any employee benefit plan referred to in subsection 9(c)(v) above, the Executive may not continue his participation, he will be provided with the after-tax economic equivalent of the benefits provided under any plan in which he was previously eligible to participate for the period specified in subsection 9(c)(v) above. The economic equivalent of any benefit foregone will be deemed to be the cost that would be incurred by the Executive in obtaining such benefit on the lowest available individual basis. (d) Any amounts due under this Section 9 are in the nature of severance payments or liquidated damages or both, and will fully compensate the Executive and his dependents or beneficiaries, as the case may be, for any and all direct damages and consequential damages that any of them may suffer as a result of termination of the Executive's employment, and they are not in the nature of a penalty. (e) Notwithstanding anything contained herein, any obligation of the Company to the Executive under Sections 9(c)(iii), (iv), (v) and (vii) is conditioned upon (i) the Executive signing a release of claims in the form attached hereto as Exhibit A (the "Employee Release") within twenty-one days (or such greater period as the Company may specify) following the later of the date on which the Executive (or, in the case of termination by the Executive for Good Reason, the Company) receives notice of termination of employment or the date the Executive receives a copy of the Employee Release and upon the Executive not revoking the Employee Release in a timely manner thereafter and (ii) the Executive's continuing compliance with the provisions of Section 10. If the Executive breaches any provision of Section 10, upon written notice of such breach and request for repayment from the Company, the Executive Company shall promptly pay to the Company Executive an amount equal to (i) all Accrued Compensation, plus (ii) 200% of Executive's Base Salary, plus (iii) the sum bonus which would have been payable to Executive under the Management Incentive Plan in respect of any cash payments previously paid the year of the Employment Term in which the Termination Date occurs and calculated as if Executive were employed by the Company as of the end of such year (but, to the extent the bonus is contingent on the achievement of performance targets, based on whether such targets were actually achieved as of the Termination Date) multiplied by a fraction, the numerator of which shall be the number of days in such year which have elapsed prior to the Termination Date and the denominator of which shall be the number of days in such year. The Company shall also provide outplacement services consistent with outplacement services provided to executive officers in the past; provided, however, no payment shall be made to Executive in lieu of outplacement services. In addition, Executive shall be entitled to coverage for twenty-four (24) calendar months following the month on which the Termination Date occurs under the life insurance, medical, dental and hospitalization benefits which Executive would have been entitled to receive if he had continued his employment with the Company for such period, on the terms and conditions applicable to other executive officers of the Company as in effect from time to time during such period. Executive's entitlement to any other benefits shall be determined in accordance with the Company's employee benefit plans and other programs and practices then in effect. All outstanding stock options granted or issued pursuant to Sections 9(c)(iii)this Agreement shall become exercisable, vested and nonforfeitable. (iv), (vc) and (vii). Any such repayment shall not be the exclusive remedy for any such breach and If Executive's employment by the Company is terminated by the Company following a Change of Control other than for Cause, death or Disability, or by Executive for Good Reason, then Executive shall retain all rights be entitled to pursue other available remedies the amounts described in paragraph (whether at law b) above, except that in applying clause (iii) thereof, it shall be assumed that the bonus to which the Executive shall be entitled shall be equal to 40% of Base Salary irrespective of the Company's performance or equitythe date on which the termination occurs. (d) for For purposes of this Agreement, a "Change of Control" shall mean any such breach.of the following events:

Compensation Upon Termination. (a) If Any Termination Without Cause shall result in all monies, compensation, bonuses and benefits that would have been payable through the Executive's employment is terminated as a result then remaining Term of Employment, and any bonuses that had been earned in any prior fiscal years that have not been paid becoming due and payable (“Without Cause Payment”). The Without Cause Payment shall also include all bonuses that Executive would have earned through the Executive's death or Disability, he, or his estate, will be entitled to: (i) any Base Salary earned but not yet paid; (ii) any bonus awarded pursuant to Section 5 Term of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) a prorated bonus for the year in which Employment had his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; not been terminated (iv) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; and (v) other benefits accrued and earned by the Executive through the date of his death or Disability in accordance with applicable plans and programs of the Company. (b) If the Executive's employment is terminated by the Company for ”Future Bonus Payments”). Upon a Termination Without Cause, or all unvested Company securities owned by the Executive other than for Good Reason, or as a result of notice of nonrenewal provided by the Company or the Executive under Section 2, he will be entitled to: (i) any Base Salary earned but not yet paid; (ii) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) other benefits accrued and earned by the Executive through the date of his termination in accordance with applicable plans and programs of the Company; (iv) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Executive under Section 2, he will be entitled to a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; and (v) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Company under Section 2, he will be entitled to full vesting of any unvested equity incentives, including without limitation stock e.g. options, restricted stock and deferred restricted stock units. (c) If the Executive's employment is terminated by the Company without Cause, or by the Executive for Good Reason, he will be entitled to: (i) any Base Salary earned but not yet paid; (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) continuation of his Base Salary, at the rate in effect on the date of his termination of employment (which, in the case of a termination of the Executive for Good Reason pursuant to Section 8(d)(v), shall be deemed to be the rate in effect prior to giving any effect to the reduction in Base Salary giving rise to such Good Reason), until the expiration of the Non-Competition Period (as defined below); (iv) the greater of: (A) a prorated bonus for the year in which employment terminates, prorated based on the number of days worked, or (B) an amount equal to fifty percent (50%) of the average of the bonus payments made pursuant to Section 5 of this Agreement during the two (2) calendar years preceding such termination, if any, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable in either event as soon as administratively feasible following the end of the then fiscal year of the Company; provided, however, that this clause (iv) shall not be applicable in the event that the Executive's employment is terminated upon notice of nonrenewal provided by the Company under Section 2; (v) until the expiration of the Non-Competition Period, subject to any employee contribution applicable to the Executive on the date of termination, continued participation in all of the Company's group medical and dental insurance plans in which he was participating on the date of his termination of employment, provided that the Executive is entitled to continue such participation under applicable law and plan terms; (vi) reimbursement in accordance with this Agreement of any business expenses incurred by the Executive but not yet paid to him on the date of his termination of employment, payable as soon as administratively feasible following termination of employment; and (vii) full vesting of any unvested equity incentives, including without limitation stock options, restricted stock awards, etc.) shall immediately accelerate and deferred restricted stock units. In the event that, under the terms of any employee benefit plan referred to in subsection 9(c)(v) above, the Executive may not continue his participation, he will be provided with the after-tax economic equivalent of the benefits provided under any plan in which he was previously eligible to participate for the period specified in subsection 9(c)(v) above. The economic equivalent of any benefit foregone will be deemed to be the cost that would be incurred by the Executive in obtaining such benefit on the lowest available individual basis. (d) Any amounts due under this Section 9 are in the nature of severance payments become exercisable or liquidated damages or both, and will fully compensate the Executive and his dependents or beneficiariesvest, as the case may be, for any . All amounts of Without Cause Payment (other than Future Bonus Payments) shall be paid to Executive within ten (10) business days of the Termination Date and all direct damages and consequential damages that Future Bonus payments shall be paid according to the regular bonus schedule provide above had Executive not been terminated. If any of them may suffer as a result of termination of the Executive's employment, and they such monies are not in the nature of a penalty. (e) Notwithstanding anything contained herein, any obligation of the Company timely paid Executive will be entitled to the Executive under Sections 9(c)(iii), (iv), (v) and (vii) is conditioned upon (i) legal representation by Executive’s choice, paid for by the Executive signing a release Company, to enforce, as determined by Executive’s legal counsel, any of claims in the form attached hereto as Exhibit A (the "Employee Release") within twenty-one days (or such greater period as the Company may specify) following the later Executive’s rights under this Agreement regardless of the date on which the Executive (or, in the case of termination by the Executive for Good Reason, the Company) receives notice of termination of employment or the date the Executive receives a copy outcome of the Employee Release and upon the Executive not revoking the Employee Release in a timely manner thereafter case, and (ii) interest at the highest rate allowed under law, until paid, for any amounts of Without Cause Payment not timely paid by the Company. However, in the event the tribunal (mediator, arbitrator or court, as appropriate) determines that Executive did not prevail on his claim, Executive shall be liable to reimburse the Company for all funds expended by the Company pursuant to the prior sentence together with interest on such advanced funds at the highest rate allowed by law. (b) Upon termination of Executive's continuing compliance ’s employment with Cause hereunder, he shall be entitled to receive, in any case, any compensation or other amount due to him pursuant to Sections 3-5 in respect of his employment prior to the provisions of Section 10Termination Date, and any compensation amounts Executive would have received pursuant thereto for the 45 day period following the Termination Date had Executive been employed by the Company (“Termination Payment”). If the Executive breaches any provision of Section 10Also, upon written notice of such breach termination with Cause, Executive shall forfeit all earned but not paid bonuses, any unearned bonuses, and request for repayment from all unvested shares. However, prior to receiving any funds pursuant hereto, Executive must deliver a general release to the Company, the Executive shall promptly pay in a form reasonably acceptable to the Company, covering the Company an and its Affiliates and each of their respective officers, directors and agents. Except as otherwise provided in this Section 16(b), the Company shall have no further obligation to Executive hereunder. Any amount equal payable to the sum of any cash payments previously paid to the Executive pursuant to Sections 9(c)(iii)this Section 16(b) upon termination of his employment hereunder shall be paid within ten (10) days, (iv), (v) and (vii). Any such repayment shall not be after the exclusive remedy for any such breach and the Company shall retain all rights to pursue other available remedies (whether at law or equity) for any such breachTermination Date.

Compensation Upon Termination. (a) If the Executive's ’s employment is terminated as a result of by the Executive's death Company for Disability or DisabilityCause or by the Executive for other than Good Reason, he, or his estate, will be entitled to: (i) the Company shall have no obligation to pay any Base Salary earned but not yet paid; (ii) any bonus awarded pursuant compensation to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of Executive under this Agreement in respect of periods beginning on and after the year containing the date of terminationTermination Date, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; (iv) reimbursement in accordance with but this Agreement of shall have no effect on any business expense incurred by other obligation the Company may have to pay the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; and (v) other benefits accrued and earned by the Executive through the date of his death or Disability in accordance with applicable plans and programs of the Companycompensation to which he may otherwise be entitled. (b) If the Company terminates the Executive's ’s employment is terminated by the Company other than for Disability or Cause, or by if the Executive other than terminates his employment for Good Reason, or as a result of notice of nonrenewal provided by then the Company or the Executive under Section 2, he will be entitled to: (i) any Base Salary earned but not yet paid; (ii) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) other benefits accrued and earned by the Executive through the date of his termination in accordance with applicable plans and programs of the Company; (iv) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Executive under Section 2, he will be entitled to a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; and (v) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Company under Section 2, he will be entitled to full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. (c) If the Executive's employment is terminated by the Company without Cause, or by the Executive for Good Reason, he will be entitled to: (i) any Base Salary earned but not yet paid; (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) continuation of his Base Salary, at the rate in effect on the date of his termination of employment (which, in the case of a termination of the Executive for Good Reason pursuant to Section 8(d)(v), shall be deemed to be the rate in effect prior to giving any effect to the reduction in Base Salary giving rise to such Good Reason), until the expiration of the Non-Competition Period (as defined below); (iv) the greater of: (A) a prorated bonus for the year in which employment terminates, prorated based on the number of days worked, or (B) an amount equal to fifty percent (50%) of the average of the bonus payments made pursuant to Section 5 of this Agreement during the two (2) calendar years preceding such termination, if any, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable in either event as soon as administratively feasible following the end of the then fiscal year of the Company; provided, however, that this clause (iv) shall not be applicable in the event that the Executive's employment is terminated upon notice of nonrenewal provided by the Company under Section 2; (v) until the expiration of the Non-Competition Period, subject to any employee contribution applicable pay to the Executive as severance pay ratably (or as otherwise provided under subsection (f) or (j) below) over the 12-month period commencing on the date of termination, continued participation in all of the Company's group medical and dental insurance plans in which he was participating on the date of his termination of employment, Executive’s Termination Date (provided that the Executive is entitled to continue such participation under applicable law has delivered and plan terms; (vi) reimbursement in accordance with this Agreement of any business expenses incurred by the Executive but has not yet paid to him on the date of his termination of employment, payable as soon as administratively feasible following termination of employment; and (vii) full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. In the event that, under the terms of any employee benefit plan referred to in subsection 9(c)(v) above, the Executive may not continue his participation, he will be provided with the after-tax economic equivalent of the benefits provided under any plan in which he was previously eligible to participate for the period specified in subsection 9(c)(v) above. The economic equivalent of any benefit foregone will be deemed to be the cost that would be incurred by the Executive in obtaining such benefit on the lowest available individual basis. (d) Any amounts due under this Section 9 are in the nature of severance payments or liquidated damages or both, and will fully compensate the Executive and his dependents or beneficiaries, as the case may be, for any and all direct damages and consequential damages that any of them may suffer as a result of termination of the Executive's employment, and they are not in the nature of a penalty. (e) Notwithstanding anything contained herein, any obligation of the Company to the Executive under Sections 9(c)(iii), (iv), (v) and (vii) is conditioned upon (i) the Executive signing a revoked an executed release of claims in the form attached hereto as Exhibit A (as such release is updated from time to time to reflect legal requirements) an amount equal to the "Employee Release"product of two (2) within twenty-one days times the sum of: (or such greater period as i) his annual base salary at the rate in effect on the date hereof plus any increases therein subsequent thereto, plus (ii) his target annual bonus under the Annual Executive Incentive Compensation Plan in effect in the calendar year in which the Termination Date occurs, plus (iii) the amount that would have been required to be allocated to the Executive’s account (assuming that he elected the maximum employee contribution) for the year immediately preceding the year in which the Termination Date occurs under the Acushnet Company Retirement Savings Plan, including the Company may specify401(k) following matching contributions, and the later of Company contributions under the date on which Supplemental Plan. (c) If the Company terminates the Executive’s employment other than for Disability or Cause, or if the Executive (or, in the case of termination by the Executive terminates his employment for Good Reason, and if Executive has delivered and has not revoked an executed release of claims in the form attached hereto as Exhibit A (as such release is updated from time to time to reflect legal requirements), the Company shall maintain in full force and effect, for the Executive’s continued benefit for a two (2) year period after the Termination Date, all employee life, health, accident, disability, and medical plan coverage in which he was participating immediately prior to the Termination Date, provided that his continued participation is possible under the terms and provisions of such plans. With respect to health coverage (medical, dental and vision), Executive shall be required to pay the applicable active employee rate of coverage for similar coverage, and such coverage shall run concurrent with coverage required to be provided under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). If health coverage is required to be provided under this Section 2(c) beyond the end of the applicable COBRA period, Executive may be taxed on the value of the Company-provided premium. No other welfare or fringe benefits shall be provided except as specifically provided in this Section. (d) receives notice If the Company terminates the Executive’s employment other than for Disability or Cause, or if the Executive terminates his employment for Good Reason, and if the Executive has delivered and has not revoked an executed release of claims in the form attached hereto as Exhibit A (as such release is updated from time to time to reflect legal requirements), then in addition to the retirement benefits to which the Executive is entitled under the Retirement Plan, the pension provisions of the Supplemental Plan and any other defined benefit pension plan maintained by the Company or any affiliate, and any other program, practice or arrangement of the Company or any affiliate to provide the Executive with a defined pension benefit after termination of employment or employment, and any successor plans thereto (all such plans being collectively referred to herein as the “Pension Plans”), the Company shall pay the Executive, at the same time that pension benefits are paid under the Supplemental Plan, an amount equal to the excess of (i) over (ii) below where: (i) equals the sum of the aggregate monthly amounts of pension payments (determined as a straight life annuity) to which the Executive would have been entitled under the terms of each of the Pension Plans in which he was an active participant as of the Termination Date determined as if he were fully vested thereunder and had accumulated two (2) additional years of Service thereunder (subsequent to his Termination Date) at his rate of Earnings in effect on the Termination Date, and where; (ii) equals the sum of the aggregate monthly amounts of pension payments (determined as a straight life annuity) to which the Executive is entitled under the terms of each of the Pension Plans in which he was an active participant at the date hereof or subsequently. For purposes of clause (i), the Executive receives a copy of the Employee Release and upon the Executive not revoking the Employee Release in a timely manner thereafter amounts payable pursuant to Sections 2(b)(i) and (ii) shall be considered as part of the Executive's continuing compliance with ’s Earnings and such amounts shall be deemed to represent two (2) years of Earnings for purposes of determining his highest consecutive five year average rate of Earnings. The supplemental pension benefits determined under this Section 2(d) shall be payable by the provisions of Section 10. If Company to the Executive breaches any provision and his contingent annuitant, if any, or to the Executive’s surviving spouse as a spouse’s benefit if the Executive dies prior to commencement of Section 10benefits under this Agreement, upon written notice of such breach in the same manner and request for repayment from as long as his pension benefits under the Supplemental Plan and shall be adjusted actuarially to reflect payment in a form other than a straight life annuity. Benefits which commence prior to the age at which benefits may be paid without actuarial reduction for early payment under the Retirement Plan shall be actuarially reduced to reflect early commencement to the extent, if any, provided in the Retirement Plan as if the Executive’s Termination Date were an Early Retirement Date. In the event that an employee grantor trust (“Grantor Trust”) has been established among the Company, the Executive and a Trustee, the Company shall promptly pay provide the additional pension benefits payable under this Section 2(d) in the same manner as Supplemental Plan benefits are provided after termination of employment to executives with Grantor Trusts and shall be calculated using the same assumptions as used to provide Supplemental Plan benefits. All capitalized terms used in this Section 2(d) shall have the same meaning as in the Retirement Plan as in effect on the date hereof, unless otherwise defined herein or otherwise required by the context. (e) If the Company terminates the Executive’s employment other than for Disability or Cause, or the Executive terminates his employment for Good Reason, and if Executive has delivered and has not revoked an executed release of claims in the form attached hereto as Exhibit A (as such release is updated from time to time to reflect legal requirements), the Executive shall be entitled to the following as incentive compensation through the Termination Date: (i) the unpaid portion of the amount awarded to him as incentive compensation under the Annual Executive Incentive Compensation Plan for the calendar year immediately preceding the year in which the Termination Date occurs, payable at the time annual incentive awards are normally paid; and (ii) incentive compensation under the Annual Executive Incentive Compensation Plan for the calendar year in which the Termination Date occurs, payable at the time annual incentive awards for that year are normally paid (but subject to Section 2(f)), based on actual performance of the Company. (f) If the Executive is a “specified employee” of the Company an amount equal to (as defined in the sum of any cash payments previously Supplemental Plan), amounts that would otherwise have been paid to the Executive pursuant under the foregoing provisions of this Section 2 (except paragraph (c)) during the six (6)-month period immediately following the Termination Date shall be paid on the first regular payroll date immediately following the six (6)-month anniversary of the Termination Date. (g) If the Company terminates Executive’s employment other than for Disability or Cause or if the Executive terminates his employment for Good Reason and a dispute exists concerning the termination as set forth in subsection (e) of Section 1, the Company shall continue to Sections 9(c)(iiipay Executive’s full base salary through the date finally determined to be the Termination Date as provided in subsection (e) of Section 1. (h) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 2 by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 2 be reduced by any compensation earned by the Executive as the result of employment by another employer after the Termination Date or by any other compensation. (i) Subject to Section 2(j), this Agreement and the obligations of the Company under it shall not be in derogation of any other obligations of the Company not set forth herein to pay any compensation or to pay or provide any benefit to the Executive. (iv)j) Notwithstanding any other provision of this Agreement, (i) if the Executive is entitled to severance pay benefits both under this Agreement and under the Change in Control Agreement, severance pay benefits shall be paid under this Agreement as follows: (vA) if the Executive’s Termination Date occurs within two (2) years following the change in control, the severance pay benefit determined under Section 2(b) shall be paid in a lump sum on the first regular payroll date immediately following the six (6)-month anniversary of the Termination Date; and (B) if the Executive’s Termination Date occurs more than two (2) years following the change in control, the severance pay benefit determined under this Agreement shall be paid as specified in Sections 2(b) and (viif). Any such repayment ; and (ii) no benefits shall not be provided to the exclusive remedy for any such breach and Executive under the Company shall retain all rights to pursue other available remedies (whether at law Company’s severance pay program covering salaried or equity) for any such breachexecutive employees.

Compensation Upon Termination. (a) If In the Executive's event that the Company terminates the Employee’s employment is terminated as hereunder due to a result of Termination for Cause or the Executive's death or DisabilityEmployee voluntarily terminates employment with the Company without Good Reason, he, or his estate, will the Employee shall be entitled to: (i) any Base Salary earned to accrued but not yet paid; (ii) any bonus awarded pursuant unpaid Salary, reimbursable expenses and benefits owing to Section 5 of this Agreement but not yet paidEmployee through the day on which Employee is terminated, payable as soon as administratively feasible following termination of employment; (iii) a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the and pro-rata Commissions through date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; (iv) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but . All annual Bonus’s will not yet be deemed earned not paid, payable as soon as administratively feasible following termination of employment; and (v) other benefits accrued and earned by the Executive through the date of his death or Disability in accordance with applicable plans and programs of the Company. (b) If In the Executive's employment is terminated by event that the Company for terminates the Employee’s employment hereunder due to a Termination without Cause, or by the Executive other than for Good Reason, or as a result of notice of nonrenewal provided by the Company or the Executive under Section 2, he will be entitled to: (i) any Base Salary earned but not yet paid; (ii) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) other benefits accrued and earned by the Executive through the date of his termination in accordance with applicable plans and programs of the Company; (iv) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Executive under Section 2, he will Employee shall be entitled to compensation, including Base Salary for a prorated bonus for period of two (2) weeks from the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the effective date of terminationtermination (the “Severance Period”). The Employee’s reimbursable expenses shall be paid within 15 days of Termination. Except as otherwise contemplated by this Agreement, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; and (v) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Company under Section 2, he Employee will not be entitled to full vesting any other compensation upon termination of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock unitsthis Agreement. (c) If the Executive's employment is terminated by the Company without Cause, or by the Executive for Good Reason, he will be entitled to: (i) any Base Salary earned but not yet paid; (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) continuation of his Base Salary, at the rate in effect on the date of his termination of employment (which, in the case of a termination of the Executive for Good Reason pursuant to Section 8(d)(v), shall be deemed The salary and fringe benefits to be paid are referred to herein as the rate in effect prior to giving any effect to the reduction in Base Salary giving rise to such Good Reason), until the expiration of the Non-Competition Period (as defined below); (iv) the greater of: (A) a prorated bonus for the year in which employment terminates, prorated based on the number of days worked, or (B) an amount equal to fifty percent (50%) of the average of the bonus payments made pursuant to Section 5 of this Agreement during the two (2) calendar years preceding such termination, if any, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable in either event as soon as administratively feasible following the end of the then fiscal year of the Company; provided, however, that this clause (iv) “Termination Compensation.” Employee shall not be applicable in the event that the Executive's employment is terminated upon notice of nonrenewal provided by the Company under Section 2; (v) until the expiration of the Non-Competition Period, subject entitled to any employee contribution applicable to the Executive on the date of terminationTermination Compensation unless, continued participation in Employee complies with all of the Company's group medical and dental insurance plans in which he was participating on the date of his termination of employment, provided that the Executive is entitled to continue such participation under applicable law and plan terms; (vi) reimbursement in accordance with this Agreement surviving provisions of any business expenses incurred by the Executive but not yet paid to him on the date of his termination of employment, payable as soon as administratively feasible following termination of employment; and (vii) full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. In the event that, under the terms of any employee benefit plan referred to in subsection 9(c)(v) above, the Executive confidentiality agreement that Employee may not continue his participation, he will be provided with the after-tax economic equivalent of the benefits provided under any plan in which he was previously eligible to participate for the period specified in subsection 9(c)(v) above. The economic equivalent of any benefit foregone will be deemed to be the cost that would be incurred by the Executive in obtaining such benefit on the lowest available individual basishave signed. (d) Any amounts due under If Employee terminates this Section 9 are in Agreement by providing appropriate notice, the nature of severance payments or liquidated damages or bothCompany, and will fully compensate the Executive and his dependents or beneficiariesat its election, as the case Company may be, for any and all direct damages and consequential damages that any of them may suffer as a result of termination of the Executive's employment, and they are not in the nature of a penalty. (e) Notwithstanding anything contained herein, any obligation of the Company to the Executive under Sections 9(c)(iii), (iv), (v) and (vii) is conditioned upon (i) require Employee to continue to perform duties hereunder for the Executive signing a release of claims in the form attached hereto as Exhibit A (the "Employee Release") within twenty-one days (full notice period, or such greater period as the Company may specify) following the later of the date on which the Executive (or, in the case of termination by the Executive for Good Reason, the Company) receives notice of termination of employment or the date the Executive receives a copy of the Employee Release and upon the Executive not revoking the Employee Release in a timely manner thereafter and (ii) the Executive's continuing compliance with the provisions of Section 10. If the Executive breaches terminate Employee employment at any provision of Section 10time during such notice period, upon written notice of provided that any such breach and request for repayment from the Company, the Executive shall promptly pay to the Company an amount equal to the sum of any cash payments previously paid to the Executive pursuant to Sections 9(c)(iii), (iv), (v) and (vii). Any such repayment termination shall not be deemed to be a termination without cause of Employee’s employment by the exclusive remedy for any such breach Company. Unless otherwise provided by this Section, all compensation and the benefits paid by Company to Employee shall retain all rights to pursue other available remedies (whether at law or equity) for any such breachcease upon his last day of employment.

Compensation Upon Termination. If Executive's employment with the Company terminates for any reason (including, death or Disability), other than pursuant to a termination of Executive's employment for Cause or a resignation by the Executive without Good Reason, and contingent upon Executive's compliance with this Agreement and execution of the Release of Claims (as provided in Section 4 below), without revocation, Executive (or, if applicable, his estate) shall be entitled to the following benefits: (a) If The Company shall pay Executive severance in an amount equal to the amount of Executive's employment annual base salary as in effect immediately prior to such termination (but without regard to any salary reduction program then in place) which would have been payable over the Severance Period absent such termination. This severance shall be payable over the Severance Period in equal installments on Employer's regular pay days, in each case commencing on the Company's first pay day which is terminated as a result at least 21 days after the later of the Executive's death or Disability, he, or his estate, will be entitled to: (i) any Base Salary earned but not yet paid; expiration of the applicable revocation period following execution of the Release of Claims (without revocation) and (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following the termination of employment;date. (iiib) Executive shall be entitled to receive a prorated pro rata portion of the bonus Executive would have received for the year in which his employment terminates, prorated termination occurs under annual cash incentive plans in effect at the time of termination based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of Executive's and the Company; 's performance relative to the goals under such plans (iv) reimbursement in accordance with this Agreement of any business expense incurred by less amounts previously paid). Such amount shall be payable on the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; and (v) other benefits accrued and earned by the Executive through the date of his death or Disability in accordance with applicable plans and programs of the Company. (b) If the Executive's employment is terminated by the Company for Cause, or by the Executive other than for Good Reason, or as a result of notice of nonrenewal provided by the Company or the Executive under Section 2, he will be entitled to: later of: (i) any Base Salary earned but not yet paid; expiration of the applicable revocation period following execution of the Release of Claims (without revocation) and (ii) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; (iiisame date(s) other benefits accrued and earned by that the Executive through the date of his termination in accordance with applicable plans and programs of the Company; (iv) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Executive under Section 2, he will be entitled to a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any Company makes it bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; and (v) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Company under Section 2, he will be entitled employees generally with regard to full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock unitssuch year. (c) If Pursuant to the Executive's employment is terminated by the Company without Cause, or by the Executive for Good Reason, he will be entitled to: Consolidated Omnibus Budget Reconciliation Act of 1985 (i) any Base Salary earned but not yet paid; (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) continuation of his Base Salary, at the rate in effect on the date of his termination of employment (which, in the case of a termination of the Executive for Good Reason pursuant to Section 8(d)(v"COBRA"), shall be deemed to be the rate in effect prior to giving any effect to the reduction in Base Salary giving rise to such Good Reason), until the expiration of the Non-Competition Period (as defined below); (iv) the greater of: (A) a prorated bonus for the year in which employment terminates, prorated based on the number of days worked, or (B) an amount equal to fifty percent (50%) of the average of the bonus payments made pursuant to Section 5 of this Agreement during the two (2) calendar years preceding such termination, if any, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable in either event as soon as administratively feasible following the end of the then fiscal year of the Company; provided, however, that this clause (iv) shall not be applicable in the event that the Executive's employment is terminated upon notice of nonrenewal provided by the Company under Section 2; (v) until the expiration of the Non-Competition Period, subject to any employee contribution applicable to the Executive on the date of termination, continued participation in all of the Company's group medical and dental insurance plans in which he was participating on the date of his termination of employment, provided that the Executive is entitled to continue such participation extend coverage under applicable law any group health plan in which Executive and plan terms; (vi) reimbursement in accordance with this Agreement Executive's dependents are enrolled at the time of any business expenses incurred by the Executive but not yet paid to him on the date of his termination of employment, payable as soon as administratively feasible following termination of employment; and (vii) full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. In The Company will pay Executive a lump sum payment in an amount equivalent to 1.33 times the event that, under the terms of any employee benefit plan referred to in subsection 9(c)(v) above, the reasonably estimated cost Executive may not continue his participation, he will be provided with incur to extend for a period of 18 months under COBRA Executive's group health and dental plan coverage in effect at the after-tax economic equivalent time of the benefits provided under termination. Executive may use this payment for such COBRA continuation coverage or for any plan in which he was previously eligible to participate for the period specified in subsection 9(c)(v) above. The economic equivalent of any benefit foregone will be deemed to be the cost that would be incurred by the Executive in obtaining such benefit on the lowest available individual basisother purpose. (d) Any amounts due under this Section 9 options to purchase shares of the Company's stock which were granted to Executive on or after the date hereof and which are held by Executive as of the date of termination that were not vested and exercisable as of such date shall become immediately and fully vested and exercisable as of such date (provided that options granted to Executive on June 25, 2002 and March 3, 2003 shall be treated as provided in the nature of severance payments or liquidated damages or both, and will fully compensate the Executive and his dependents or beneficiaries, as the case may be, for any and all direct damages and consequential damages that any of them may suffer as a result of termination of the Executive's employment, and they are not in the nature of a penaltySupplements to Option Agreement dated such dates). (e) Notwithstanding anything contained herein, Executive shall retain the right to exercise any obligation options to purchase shares of the Company Company's stock which were granted to Executive on or after the date hereof and which are held by Executive under Sections 9(c)(iii), (iv), (v) and (vii) is conditioned upon (i) the Executive signing a release of claims in the form attached hereto as Exhibit A (the "Employee Release") within twenty-one days (or such greater period as the Company may specify) following the later of the date of termination until the earlier of (a) the end of the Severance Period following the date of such termination and (b) the expiration of the original full term of each such option (provided that options granted to Executive on which the Executive (orJune 25, 2002 and March 3, 2003 shall be treated as provided in the case of termination by the Executive for Good Reason, the Company) receives notice of termination of employment or the date the Executive receives a copy of the Employee Release and upon the Executive not revoking the Employee Release in a timely manner thereafter and (ii) the Executive's continuing compliance with the provisions of Section 10. If the Executive breaches any provision of Section 10, upon written notice of Supplements to Option Agreement dated such breach and request for repayment from the Company, the Executive shall promptly pay to the Company an amount equal to the sum of any cash payments previously paid to the Executive pursuant to Sections 9(c)(iiidates), (iv), (v) and (vii). Any such repayment shall not be the exclusive remedy for any such breach and the Company shall retain all rights to pursue other available remedies (whether at law or equity) for any such breach.

Compensation Upon Termination. Upon termination of Employee’s employment, prior to the end of the Protection Period, Employee shall be entitled to the following compensation and benefits: (a) If Employee’s employment with the Executive's Company shall be terminated (i) by the Company for Cause or Disability, or (ii) by reason of Employee’s death, or (iii) by Employee without “Good Reason” pursuant to Section 9(c), the Company shall pay Employee all amounts earned or accrued through the Termination Date, but not paid as of the Termination Date, including all Annual Compensation, reimbursement for reasonable and necessary expenses incurred by Employee on behalf of the Company during the period ending on the Termination Date, together with accrued vacation pay, and paid time off (collectively “Accrued Compensation”). In addition to the foregoing, if the Employee’s employment is terminated as a result by the Company for Disability or by reason of the Executive's death or DisabilityEmployee’s death, he, the Company shall pay to the Employee or his estate, will be entitled to: (i) any Base Salary earned but not yet paid; (ii) any beneficiaries an amount equal to the “Pro Rata Bonus” shall mean an amount equal to 100% of the target bonus awarded pursuant that the Employee would have been eligible to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) a prorated bonus receive for the Company’s fiscal year in which his the Employee’s employment terminates, prorated based on multiplied by a fraction, the numerator of which is the number of days worked, minus any bonus payments made pursuant to in such fiscal year through the Termination Date and the denominator of which is 365. All amounts payable under this Section 5 of this Agreement 10(a) shall be paid in respect of the year containing the date of termination, payable as soon as administratively feasible a lump sum within 60 days following the end of the then current fiscal year of the Company; (iv) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; and (v) other benefits accrued and earned by the Executive through the date of his death or Disability in accordance with applicable plans and programs of the CompanyEmployee’s Termination Date. (b) If the Executive's Employee’s employment is with the Company shall be terminated (other than by reason of death) (i) by the Company other than for CauseCause or Disability, or (ii) by the Executive other than Employee for Good Reason, or as a result of notice of nonrenewal provided by then following his Termination Date, the Company or the Executive under Section 2, he will Employee shall be entitled toto the following: (i) any Base Salary earned but not yet paid;The Company shall pay Employee all Accrued Compensation and a Pro Rata Bonus. (ii) reimbursement The Company shall pay Employee, in accordance with this Agreement lieu of any business expense incurred further compensation for periods subsequent to the Termination Date, a lump sum severance payment, in cash, in an amount equal to two times (2x) the Employee’s Severance Compensation. Notwithstanding the foregoing, if the Employee is an executive officer who has attained the age of 63 on the Termination Date, the severance payment to be paid under this subsection shall be the amount described above multiplied by a fraction, the Executive but not yet paidnumerator of which shall be the number of days remaining until the Employee’s 65th birthday, payable and the denominator of which shall be 730. The lump sum severance payment described in this paragraph shall be paid within 60 days after the Employee’s Termination Date (unless the Company’s deduction for the payment is restricted by Code Section 162(m), in which case payment must be made as soon as administratively feasible following termination of employment;practicable or as soon as the payment becomes deductible). (iii) other benefits accrued Within ten (10) business days after the Termination Date, and earned by as a condition of receiving payments provided in subsection 10(b)(ii) above, Employee shall execute and deliver to Company the Executive through Waiver and Release Agreement (“Release”) in the date same form as attached hereto as Exhibit A. The severance payment shall not be paid unless the Employee has executed and delivered the Release, and the Release has become irrevocable as provided therein. Prior to the Effective Date, the Company may revise the Release to conform to applicable law, so long as the Release does not increase the obligations of his termination in accordance with applicable plans and programs of the Company;Employee thereunder. (iv) if If Employee, prior to the Executive's Termination Date, was a participant in any Welfare Benefits, the Company or the Successor Employer, or any affiliate of the Successor Employer as determined under the rules of Code Sections 414(b) and (c), shall at its expense continue on behalf of Employee and his dependents and beneficiaries, for a period of two (2) years following the Termination Date, the Welfare Benefits or similar benefits no less favorable than the benefit levels and coverage provided to Employee prior to the Termination Date. Following the two year period, the Company or the Successor Employer shall provide to the Employee Welfare Benefits (whether in active or subsequent inactive status) under terms at least as favorable as provided to other Company or Successor Employer employees. Employee shall pay the employee portion of applicable premiums required to be paid by similarly-situated active employees (or retired employees in the case that the Employee is retired) of the Company. At its election, the Company may provide Employee and his dependents with equivalent benefits outside the Welfare Benefits plans (though not by method of direct cash payment). The Company’s obligation with respect to the foregoing benefit shall be discontinued in the event that Employee becomes covered under the health insurance coverage of a subsequent employer, other than the Successor Employer or any affiliate thereof, which does not contain any exclusion or limitation with respect to any preexisting condition of the Employee and his dependents. For purposes of this provision, Employee shall have a duty to inform Company as to the terms and conditions of any subsequent employment and the corresponding benefits earned from such employment. The continued coverage or provision of equivalent benefits under this subsection 10(b)(iv) or subsection 10(b)(v) shall be provided in a manner that is terminated intended to satisfy an exception to Code Section 409A, and therefore not treated as an arrangement providing for nonqualified deferred compensation that is subject to taxation under Code Section 409A, including (i) providing such benefits on a result nontaxable basis to Employee, (ii) providing for the reimbursement of notice of nonrenewal provided by medical expenses incurred during the Executive under Section 2, he will time period during which Employee would be entitled to continuation coverage under a prorated bonus for group health plan of the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made Company pursuant to Code Section 5 4980B (i.e., COBRA continuation coverage), (iii) providing that such benefits constitute the reimbursement or provision of this Agreement in-kind benefits payable at a specified time or pursuant to a fixed schedule as permitted under Code Section 409A, or (4) such other manner as determined to be in respect of the year containing the date of termination, payable compliance with an exception from being treated as soon as administratively feasible following the end of the then current fiscal year of the Company; andnonqualified deferred compensation that is subject to taxation under Code Section 409A. (v) If Employee was a participant in the Retiree Healthcare Plan immediately prior to a Change in Control, then as of Employee’s Termination Date, the Employee’s benefit under the Retiree Healthcare Plan shall be determined as if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Company under Section 2, he will be entitled to full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. (c) If the Executive's employment is terminated by the Company without Cause, or by the Executive for Good Reason, he will be entitled to: (i) any Base Salary earned but not yet paid; (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) continuation of his Base Salary, at the rate in effect on the date of his termination of employment (which, in the case of a termination of the Executive for Good Reason pursuant to Section 8(d)(v), shall be deemed to be the rate in effect prior to giving any effect to the reduction in Base Salary giving rise to such Good Reason), until the expiration of the Non-Competition Period (as defined below); (iv) the greater of: (A) a prorated bonus for the year in which employment terminates, prorated based on the number of days worked, or (B) Employee had completed an amount equal to fifty percent (50%) of the average of the bonus payments made pursuant to Section 5 of this Agreement during the additional two (2) calendar Years of Plan Participation (as defined in the Retiree Healthcare Plan), and (ii) Employee were two (2) years preceding such terminationolder for determining eligibility for plan benefits. Furthermore, if anythe Employee is not eligible for benefits after the age and participation adjustment, minus any bonus payments made pursuant then the Retirement Medical Savings Account (after adjustment for two years of participation) will be considered vested, and upon attainment of age 55 the Employee shall be deemed eligible for Retiree Healthcare Plan benefits, with the vested Retirement Medical Savings Account available to Section 5 of this Agreement in respect of the year containing the date of terminationoffset premiums. At its election, payable in either event as soon as administratively feasible following the end of the then fiscal year of the Company; provided, however, that this clause (iv) shall not be applicable in the event that the Executive's employment is terminated upon notice of nonrenewal provided by the Company under Section 2; may provide Employee and his dependents with equivalent benefits outside the Retiree Healthcare Plan (v) until the expiration though not by method of the Non-Competition Period, subject to any employee contribution applicable to the Executive on the date of termination, continued participation in all of the Company's group medical and dental insurance plans in which he was participating on the date of his termination of employment, provided that the Executive is entitled to continue such participation under applicable law and plan terms;direct cash payment). (vi) reimbursement If Employee was a participant in accordance with this Agreement the 2005 Pension Equalization Plan immediately prior to a Change in Control, then as of any business expenses incurred by Employee’s Termination Date, the Executive but not yet paid to him on the date of his termination of employment, payable as soon as administratively feasible following termination of employment; and (vii) full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. In the event that, Employee’s benefit under the terms of any employee benefit plan referred to in subsection 9(c)(v) above, the Executive may not continue his participation, he will 2005 Pension Equalization Plan shall be provided with the after-tax economic equivalent of the benefits provided under any plan in which he was previously eligible to participate for the period specified in subsection 9(c)(v) above. The economic equivalent of any benefit foregone will be deemed to be the cost that would be incurred by the Executive in obtaining such benefit on the lowest available individual basis. (d) Any amounts due under this Section 9 are in the nature of severance payments or liquidated damages or both, and will fully compensate the Executive and his dependents or beneficiaries, determined as the case may be, for any and all direct damages and consequential damages that any of them may suffer as a result of termination of the Executive's employment, and they are not in the nature of a penalty. (e) Notwithstanding anything contained herein, any obligation of the Company to the Executive under Sections 9(c)(iii), (iv), (v) and (vii) is conditioned upon if (i) the Executive signing a release Employee had completed an additional two (2) Years of claims Plan Participation (as defined in the form attached hereto 2005 Pension Equalization Plan), and (ii) Employee received Annual Compensation (as Exhibit A (the "defined in Section 5) during each additional Year of Plan Participation. If Employee Release") within twenty-one days (or such greater period as the Company may specify) following the later of the date on which the Executive (or, was a participant in the case Restoration Plan and the Pension Plan immediately prior to a Change in Control, then as of termination by Employee’s Termination Date, Employee’s Restoration Plan benefit shall be determined as if (i) Employee completed two (2) additional years of Credited Service under the Executive for Good ReasonPension Plan, the Company) receives notice of termination of employment or the date the Executive receives a copy of the Employee Release and upon the Executive not revoking the Employee Release in a timely manner thereafter and (ii) the Executive's continuing compliance with Employee received Annual Compensation (as defined in Section 5) during each additional year of Credited Service. For purposes of this subsection 10(b)(vi), if the provisions Employee is not entitled to any future benefit accruals in the Restoration Plan as of the Effective Date the Employee shall not receive any additional Credited Service or Annual Compensation when determining their Restoration benefit. Furthermore, the Employee shall be made 100% vested for purposes of both the 2005 Pension Equalization Plan and Restoration Plan, if the Employee is a participant in such plans (for purposes of this subsection) and is not already fully vested. (vii) If Employee was a participant in the Nonqualified Deferred Compensation Plan immediately prior to a Change in Control, then as of Employee’s Termination Date, Employee’s Non-Elective Account in the Nonqualified Deferred Compensation Plan shall become immediately vested and be determined as if (i) Employee had completed two (2) additional Plan Years of participation and earned the related Supplemental Matching Contributions, Supplemental Retirement Contributions, and Supplemental Target Contributions (all as defined in the Nonqualified Deferred Compensation Plan); no investment earnings shall be attributed for this additional period, and (ii) Employee received Annual Compensation (as defined in Section 105) during each additional Plan Year of participation. If For purposes of this subsection 10(b)(vii), the Executive breaches additional contributions under the Nonqualified Deferred Compensation Plan (Supplemental Matching Contributions, Supplemental Retirement Contributions, and Supplemental Target Contributions) shall be determined without regard to any offsets from the Retirement Savings Plan. (This has the same effect as if the Supplemental Matching Contributions and Supplemental Retirement Contributions were determined on total pay rather than only on pay over IRS pay limits.) (viii) Notwithstanding any provision of Section 10, upon written notice of such breach and request for repayment from the Company, the Executive shall promptly pay herein to the Company an amount equal to contrary, if the sum Employee is a “specified employee” (as defined for purposes of any cash payments previously paid to the Executive pursuant to Sections 9(c)(iiiCode Section 409A), no payment under this Agreement shall be made before the date which is six (iv)6) months after the date of the Employee’s Termination Date, (v) or such earlier date upon which such amount can be paid or provided under Code Section 409A without being subject to additional taxes thereunder, if such payment constitutes deferred compensation subject to Code Section 409A. To the extent that the Agreement provides for such nonqualified deferred compensation, it is intended to be compliant with Code Section 409A, and (vii). Any such repayment shall not be the exclusive remedy for any such breach interpreted and the Company shall retain all rights to pursue other available remedies (whether at law or equity) for any such breachadministered accordingly.

Compensation Upon Termination. Upon termination of Executive’s employment during the Employment Term, Executive shall be entitled to the following benefits: (a) If the Executive's employment is terminated as a result of the Executive's death or Disability, he, or his estate, will be entitled to: (i) any Base Salary earned but not yet paid; (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; (iv) reimbursement in accordance with this Agreement of any business expense incurred Termination by the Company for Cause or by Executive but not yet paid, payable as soon as administratively feasible following termination of employment; and (v) other benefits accrued and earned by the Executive through the date of his death or Disability in accordance with applicable plans and programs of the Company. (b) Without Good Reason. If the Executive's ’s employment is terminated by the Company for Cause, Cause or by the Executive other than for without Good Reason, or as a result of notice of nonrenewal provided by the Company shall pay Executive all amounts earned or accrued hereunder through the Executive under Section 2termination date, he will be entitled toincluding: (i) any accrued and unpaid Base Salary earned but not yet paidSalary; (ii) reimbursement for any and all monies advanced or expenses incurred in accordance connection with this Agreement of any business expense Executive’s employment for reasonable and necessary expenses incurred by Executive on behalf of the Executive but not yet paid, payable as soon as administratively feasible following Company for the period ending on the termination of employmentdate; (iii) other benefits any accrued and earned by the Executive through the date of his termination in accordance with applicable plans and programs of the Companyunpaid vacation pay; (iv) if any previous compensation which Executive has previously deferred (including any interest earned or credited thereon), in accordance with the Executive's employment is terminated as a result terms and conditions of notice of nonrenewal the applicable deferred compensation plans or arrangements then in effect, including the arrangements provided by the Executive under Section 2, he will be entitled to a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 Sections 3(b)(ii) and 4(a) of this Agreement in respect to the extent vested as of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the CompanyExecutive’s termination date; and (v) if any amount or benefit as provided under any benefit plan or program (the Executive's employment is terminated foregoing items in Sections 8(a)(i) through 8(a)(v) being collectively referred to as a result of notice of nonrenewal provided the “Accrued Compensation”). (b) Termination by the Company under Section 2, he will be entitled to full vesting for Disability or By Reason of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. (c) Death. If the Executive's ’s employment is terminated by the Company for Disability or by reason of Executive’s death, the Company shall pay Executive (or his beneficiaries, as applicable) the Accrued Compensation, and, Executive shall be entitled to the following benefits: (i) The Company shall pay to Executive within sixty (60) days following the termination date, any bonus earned but unpaid in respect of any fiscal year preceding the termination date; (ii) The Company shall deliver to Executive, on the date that is six months and one day following Executive’s termination date (or, if sooner, Executive’s death), Shares in respect of the Annual Bonus Share Units and the 2▇▇▇ ▇▇▇ Grant; (iii) The Company shall deliver to Executive, as soon as practicable (but in no event more than sixty (60) days) following Executive’s termination date, Shares in respect of the Matching Share Units; (iv) The Option shall vest in full and remain exercisable for one year following Executive’s termination date (but in no event beyond the expiration of the Option term); and (v) The performance measures applicable to the Performance Share Units will be applied as though the termination date were the end of the measurement period and the units so earned will vest and be payable in a manner consistent with the vesting schedule described in Section 4(c) of this Agreement (e.g., 100% at a Compound Annual TSR of 15%, 200% at a Compound Annual TSR of 30%), but based on the Compound Annual TSR determined through the termination date. The Company shall deliver Shares in respect of such vested Performance Share Units, if any, as soon as practicable (but not later than sixty (60) days) following Executive’s termination date and all other Performance Share Units will be forfeited. (c) Termination by the Company Without Cause or by the Executive for Good Reason Other Than in Connection with a Change in Control. If Executive’s employment by the Company shall be terminated by the Company without Cause, Cause or by the Executive for Good Reason, he will either prior to a Change in Control or more than twelve (12) months following a Change in Control, then, subject to Section 14(f) of the Agreement, Executive shall be entitled to:to the benefits provided in this Section 8(c). (i) The Company shall pay to Executive any Base Salary earned but not yet paid;Accrued Compensation through the end of the notice period provided for in Section 6(e) hereof. (ii) The Company shall pay to Executive any bonus awarded pursuant to Section 5 earned but unpaid in respect of this Agreement but not yet paid, payable as soon as administratively feasible any fiscal year preceding the termination date within sixty (60) days following the termination of employment;date. (iii) continuation In the event that Executive’s termination of his employment occurs after the end of the Company’s 2008 fiscal year, the Company shall pay to Executive an amount equal to the bonus or incentive award that Executive would have been entitled to receive in respect of the fiscal year in which Executive’s termination date occurs, had he continued in employment until the end of such fiscal year, which amount shall be payable in a lump sum payment within sixty (60) days following such termination (subject to Section 10), calculated as if all performance targets and goals (if applicable) had been fully met at the “target” level by the Company and by Executive, as applicable, for such fiscal year, multiplied by a fraction (A) the numerator of which is the number of days in such fiscal year through termination date and (B) the denominator of which is 365 (a “Pro Rata Bonus”). (iv) The Company shall pay Executive as severance pay, in lieu of any further compensation for the periods subsequent to the termination date, an amount in cash, which amount shall be payable in a lump sum payment within sixty (60) days following such termination (subject to Section 10), equal to two (2) times the sum of (A) Executive’s Base Salary, at and (B) the rate Target Bonus; and (v) The Company shall provide Executive continued coverage under any health, medical, dental or vision program or policy in which Executive was eligible to participate as of the time of his employment termination for two (2) years following such termination on terms no less favorable to Executive and his dependents (including with respect to payment for the costs thereof) than those in effect immediately prior to such termination. (vi) The Company shall deliver to Executive, on the date of his that is six months and one day following Executive’s termination of employment (whichdate, Shares in the case of a termination respect of the Annual Bonus Share Units and the 2▇▇▇ ▇▇▇ Grant, and Executive for Good Reason pursuant shall have three months following the termination date to Section 8(d)(v), shall be deemed to be the rate exercise vested Options (but in effect prior to giving any effect to the reduction in Base Salary giving rise to such Good Reason), until no event beyond the expiration of the Non-Competition Period (as defined belowOption Term. Any unvested portion of the Option);, any unvested Performance Share Units, and any unvested Matching Share Units shall be forfeited. (ivvii) The performance measures applicable to the greater of: (A) a prorated bonus for Performance Share Units will be applied as though the year in which employment terminates, prorated based on the number of days worked, or (B) an amount equal to fifty percent (50%) of the average of the bonus payments made pursuant to Section 5 of this Agreement during the two (2) calendar years preceding such termination, if any, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the termination date of termination, payable in either event as soon as administratively feasible following were the end of the then fiscal year measurement period, with the number of units calculated in a manner consistent with the Companyvesting schedule described in Section 4(c) of this Agreement (e.g., 100% at a Compound Annual TSR of 15%, 200% at a Compound Annual TSR of 30%), but based on the Compound Annual TSR determined through the termination date; provided, however, that in the event Executive is entitled to benefits pursuant to this clause Section, only a pro rata portion of such calculated units will vest upon termination (based on the number of completed months elapsed from the date of grant to the date of termination divided by 36 months). The Company shall deliver Shares in respect of such vested Performance Share Units, if any, as soon as practicable (but not later than sixty (60) days) following Executive’s termination date and all other Performance Share Units will be forfeited. (d) Termination by the Company Without Cause or by Executive for Good Reason Following a Change in Control. If Executive’s employment by the Company shall be terminated by the Company without Cause or by Executive for Good Reason within twelve (12) months following a Change in Control (as defined in Section 9 below), then in lieu of the amounts due under Section 8(c) above and subject to the requirements of Section 14(f) of the Agreement, Executive shall be entitled to the benefits provided in this Section 8(d). (i) The Company shall pay Executive any Accrued Compensation through the end of the notice period provided for in Section 6(e) hereof. (ii) The Company shall pay Executive any bonus earned but unpaid in respect of any fiscal year preceding the termination date within sixty (60) days following the termination date; (iii) In the event such termination occurs after the end of the Company’s 2008 fiscal year, the Company shall pay Executive the Pro Rata Bonus; (iv) The Company shall not pay Executive as severance pay and in lieu of any further Base Salary for periods subsequent to the termination date, an amount in cash, which amount shall be applicable payable in a lump sum payment within sixty (60) days following such termination (subject to Section 10), equal to three (3) times the event that sum of (A) Executive’s Base Salary and (B) the Executive's employment is terminated upon notice of nonrenewal provided by the Company under Section 2Target Bonus; (v) until the expiration The Company shall provide Executive with continued coverage under any health, medical, dental or vision program or policy in which Executive was eligible to participate as of the Non-Competition Period, subject to any employee contribution applicable to the Executive on the date of termination, continued participation in all of the Company's group medical and dental insurance plans in which he was participating on the date time of his employment termination of employment, provided that for two (2) years following such termination on terms no less favorable to Executive and his dependents (including with respect to payment for the Executive is entitled costs thereof) than those in effect immediately prior to continue such participation under applicable law and plan terms;termination. (vi) reimbursement Annual Bonus Share Units and the 2▇▇▇ ▇▇▇ Grant shall be payable, in accordance with this Agreement the Company’s discretion, in either cash or in shares of any business expenses incurred by the Executive but not yet paid to him acquiring entity, on the on the date that is six months and one day following Executive’s termination date. Notwithstanding the above, the Annual Bonus Share Units and the 2▇▇▇ ▇▇▇ Grant shall be payable in shares of his termination the acquiring entity only if the common stock of employment, payable as soon as administratively feasible following termination of employment; andthe acquiring entity is publicly traded on an established securities market on the date on which such shares are payable. (vii) full vesting If the Option and the Matching Share Units are not cancelled in connection with a Change in Control in exchange for a cash payment (as set forth in Section 9), each outstanding Option and Matching Share Unit will vest, the Option will remain exercisable for one year following the termination date (but not beyond the Option term), and each Matching Share Unit will be settled as soon as practicable (but in no event more than sixty (60) days) following the termination date. Executive shall not be required to mitigate the amount of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. In the event that, under the terms of any employee benefit plan referred to in subsection 9(c)(v) above, the Executive may not continue his participation, he will be payment provided with the after-tax economic equivalent of the benefits provided under any plan in which he was previously eligible to participate for the period specified in subsection 9(c)(v) above. The economic equivalent of any benefit foregone will be deemed to be the cost that would be incurred by the Executive in obtaining such benefit on the lowest available individual basis. (d) Any amounts due under this Section 9 are in the nature of severance payments 8 by seeking other employment or liquidated damages otherwise and no such payment shall be offset or both, and will fully compensate the Executive and his dependents or beneficiaries, as the case may be, for any and all direct damages and consequential damages that any of them may suffer as a result of termination of the Executive's employment, and they are not in the nature of a penalty. (e) Notwithstanding anything contained herein, any obligation of the Company to the Executive under Sections 9(c)(iii), (iv), (v) and (vii) is conditioned upon (i) the Executive signing a release of claims in the form attached hereto as Exhibit A (the "Employee Release") within twenty-one days (or such greater period as the Company may specify) following the later of the date on which the Executive (or, in the case of termination reduced by the Executive for Good Reason, the Company) receives notice of termination of employment or the date the Executive receives a copy of the Employee Release and upon the Executive not revoking the Employee Release in a timely manner thereafter and (ii) the Executive's continuing compliance with the provisions of Section 10. If the Executive breaches any provision of Section 10, upon written notice of such breach and request for repayment from the Company, the Executive shall promptly pay to the Company an amount equal to the sum of any cash payments previously paid compensation or benefits provided to the Executive pursuant to Sections 9(c)(iii), (iv), (v) and (vii). Any such repayment shall not be the exclusive remedy for in any such breach and the Company shall retain all rights to pursue other available remedies (whether at law or equity) for any such breachsubsequent employment.

Compensation Upon Termination. (a) If the Executive's ’s employment is terminated as a result of the Executive's his death or Disability, hethe Company shall pay, within 60 days of such termination, to the Executive or his to the Executive’s estate, will be entitled to: (i) any as applicable, his Base Salary earned and any accrued but not yet paid; (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; (iv) unpaid Bonus and expense reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; and (v) other benefits accrued and earned by the Executive amounts through the date of his death Death or Disability in accordance with applicable plans and programs Disability. All Stock Options that are scheduled to vest by the end of the Companycalendar year in which such termination occurs shall be accelerated and deemed to have vested as of the termination date. All Stock Options that have not vested (or been deemed pursuant to the immediately preceding sentence to have vested) as of the date of termination shall be deemed to have expired as of such date. (b) If the Executive's ’s employment is terminated by the Board of Directors of the Company for Cause, or by then the Company shall pay, within 60 days of such termination, to the Executive other than for Good Reason, or as a result of notice of nonrenewal provided by the Company or the Executive under Section 2, he will be entitled to: (i) any his Base Salary earned but not yet paid; (ii) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) other benefits accrued and earned by the Executive through the date of his termination in accordance with applicable plans and programs of the Executive shall have no further entitlement to any other compensation or benefits from the Company; (iv) if the Executive's employment is terminated . All Stock Options that have not vested as a result of notice of nonrenewal provided by the Executive under Section 2, he will be entitled to a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable termination shall be deemed to have expired as soon of such date. Any Stock Options that have vested as administratively feasible following the end of the then current fiscal year date of the Company; and (v) if the Executive's employment is terminated as ’s termination for Cause shall remain exercisable for a result period of notice of nonrenewal provided by the Company under Section 2, he will be entitled to full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units90 days. (c) If the Executive's ’s employment is terminated by the Company without Causeother than as a result of the Executive’s death or Disability and other than for reasons specified in Sections 10(b) then the Company shall (i) continue to pay to the Executive his Base Salary for a period of one year following such termination or the remaining term under his employment agreement, or whichever is greater, and (ii) pay the Executive any expense reimbursement amounts owed through the date of termination. The Company’s obligation under clauses (i) and (ii) in the preceding sentence shall be subject to offset by any amounts otherwise received by the Executive for Good Reasonfrom any employment during the one year period following the termination of his employment ('New Employment"). Specifically, he will each payment due under this paragraph shall be entitled to: reduced by the amounts paid to Executive in connection with New Employment during the 30 day period prior to such payment; provided however that each amount paid in connection with New Employment shall be used to reduce payments under this paragraph no more than once. All Stock Options that are scheduled to vest by the end of the calendar year in which such termination occurs shall be accelerated and deemed to have vested as of the termination date. All Stock Options that have not vested (i) any Base Salary earned but not yet paid; (ii) any bonus awarded or been deemed pursuant to Section 5 the immediately preceding sentence to have vested) as of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) continuation of his Base Salary, at the rate in effect on the date of his termination of employment (which, in the case of a termination of the Executive for Good Reason pursuant to Section 8(d)(v), shall be deemed to be the rate in effect prior to giving any effect to the reduction in Base Salary giving rise to have expired as of such Good Reason), until the expiration date. Any Stock Options that have vested as of the Non-Competition Period (as defined below); (iv) the greater of: (A) a prorated bonus for the year in which employment terminates, prorated based on the number of days worked, or (B) an amount equal to fifty percent (50%) of the average of the bonus payments made pursuant to Section 5 of this Agreement during the two (2) calendar years preceding such termination, if any, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable in either event as soon as administratively feasible following the end of the then fiscal year of the Company; provided, however, that this clause (iv) shall not be applicable in the event that the Executive's employment is terminated upon notice ’s termination shall remain exercisable for a period of nonrenewal provided by the Company under Section 2; (v) until the expiration of the Non-Competition Period, subject to any employee contribution applicable to the Executive on the date of termination, continued participation in all of the Company's group medical and dental insurance plans in which he was participating on the date of his termination of employment, provided that the Executive is entitled to continue such participation under applicable law and plan terms; (vi) reimbursement in accordance with this Agreement of any business expenses incurred by the Executive but not yet paid to him on the date of his termination of employment, payable as soon as administratively feasible following termination of employment; and (vii) full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. In the event that, under the terms of any employee benefit plan referred to in subsection 9(c)(v) above, the Executive may not continue his participation, he will be provided with the after-tax economic equivalent of the benefits provided under any plan in which he was previously eligible to participate for the period specified in subsection 9(c)(v) above. The economic equivalent of any benefit foregone will be deemed to be the cost that would be incurred by the Executive in obtaining such benefit on the lowest available individual basis90 days. (d) Any amounts due under this This Section 9 are in 10 sets forth the nature only obligations of severance payments or liquidated damages or both, and will fully compensate the Executive and his dependents or beneficiaries, as Company with respect to the case may be, for any and all direct damages and consequential damages that any of them may suffer as a result of termination of the Executive's ’s employment with the Company, and the Executive acknowledges that, upon the termination of his employment, and they he shall not be entitled to any payments or benefits which are not explicitly provided in the nature of a penaltySection 10. (e) Notwithstanding anything contained herein, any obligation Upon termination of the Company to the Executive under Sections 9(c)(iii), (iv), (v) and (vii) is conditioned upon (i) the Executive signing a release of claims in the form attached hereto as Exhibit A (the "Employee Release") within twenty-one days (or such greater period as the Company may specify) following the later of the date on which the Executive (or, in the case of termination by the Executive Executive’s employment hereunder for Good Reason, the Company) receives notice of termination of employment or the date the Executive receives a copy of the Employee Release and upon the Executive not revoking the Employee Release in a timely manner thereafter and (ii) the Executive's continuing compliance with the provisions of Section 10. If the Executive breaches any provision of Section 10, upon written notice of such breach and request for repayment from the Companyreason, the Executive shall promptly pay be deemed to have resigned as director of the Company an amount equal to Company, effective as of the sum date of such termination. (f) The provisions of this Section 10 shall survive any cash payments previously paid to the Executive pursuant to Sections 9(c)(iii), (iv), (v) and (vii). Any such repayment shall not be the exclusive remedy for any such breach and the Company shall retain all rights to pursue other available remedies (whether at law or equity) for any such breachtermination of this Agreement.

Compensation Upon Termination. Upon termination of the Executive’s employment during the term of this Agreement (including any extensions thereof), the Executive shall be entitled to the following benefits: (a) If the Executive's ’s employment is terminated as a result by the Company for Cause or Disability or by the Executive without Good Reason, or by reason of the Executive's death ’s death, the Company shall pay the Executive all amounts earned or Disabilityaccrued hereunder through the Termination Date but not paid as of the Termination Date, he, or his estate, will be entitled to: including: (i) any Base Salary earned but not yet paid; Executive’s then existing base salary, (ii) reimbursement for any bonus awarded pursuant to Section 5 and all monies advanced or expenses incurred in connection with the Executive’s employment for reasonable and necessary expenses incurred by the Executive on behalf of this Agreement but not yet paidthe Company for the period ending on the Termination Date, payable as soon as administratively feasible following termination of employment; (iii) a prorated bonus vacation pay, (iv) any bonuses or incentive compensation for the prior fiscal year which would have been eligible for payment but for the termination, and (v) any previous compensation which the Executive has previously deferred (including any interest earned or credited thereon) (collectively, “Accrued Compensation”). In addition to the foregoing, if the Executive’s employment is terminated by the Company for Disability or by reason of the Executive’s death, the Company shall pay to the Executive or his beneficiaries an amount equal to the bonus or incentive award that the Executive would have been entitled to receive in respect of the fiscal year in which his the Executive’s Termination Date occurs had he continued in employment terminatesuntil the end of such fiscal year, prorated based on calculated as if all performance targets and goals (if applicable) had been fully met by the Company and by the Executive, as applicable, for such year, multiplied by a fraction the numerator of which is the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current such fiscal year through the Termination Date and the denominator of the Company; which is 365 (iv) reimbursement a “Pro Rata Bonus”). The Executive’s entitlement to any other compensation or benefits shall be determined in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; and (v) other benefits accrued and earned by the Executive through the date of his death or Disability in accordance with applicable Company’s employee benefit plans and other applicable programs of the Companyand practices then in effect. (b) If the Executive's ’s employment is terminated by the Company shall be terminated prior to a Change in Control by the Company other than for Cause, death or Disability or by the Executive other than for Good Reason, or as a result of notice of nonrenewal provided by the Company or then the Executive under Section 2, he will shall be entitled toto the benefits provided below: (i) any Base Salary earned but not yet paidthe Company shall pay the Executive all Accrued Compensation and a Pro Rata Bonus; (ii) reimbursement the Company shall pay the Executive as severance pay and in accordance with this Agreement lieu of any business expense incurred by further salary for periods subsequent to the Termination Date, in a single payment an amount in a lump sum equal to 1.5 times the sum of the Executive’s Base Salary, i.e. 18 months of (“Base Salary”) and Bonus Amount, assuming for this purpose that all targets requisite to qualifying the Executive but for 100% of On Target Earnings (as defined in the Company’s Executive Bonus Plan) were met and/or satisfied in full, whether or not yet paidsuch targets were actually met and/or satisfied); (without regard to any reductions caused by Section 3(c)(iii), payable as soon as administratively feasible following termination of employmentabove); (iii) other benefits accrued and earned by for 18 months following the Executive’s Termination Date, the Company shall at its expense continue on behalf of the Executive through and his dependents and beneficiaries the date life insurance, disability, medical, dental and hospitalization benefits which were being provided to the Executive at the time Notice of his termination Termination is given (or, if the Executive is terminated following a Change in accordance with applicable plans and programs Control, the benefits provided to the Executive at the time of the Company; (iv) Change in Control, if greater). To the Executive's employment extent that Executive is terminated as a result not permitted to continue in any of notice of nonrenewal provided by such plans, the Company shall reimburse the Executive under Section 2, he will be entitled to a prorated bonus for the year in which his employment terminates, prorated based on the number cost of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of obtaining similar coverage for 18 months following termination, payable as soon as administratively feasible following but in no event shall such reimbursement occur past the end of the then current fiscal second year following separation from service. The benefits provided in this Section 4(b)(iii) shall be no less favorable to the Executive, in terms of amounts and deductibles and costs to him, than the coverage provided the Executive under the plans providing such benefits at the time Notice of Termination is given (or, if the Executive is terminated following a Change in Control, at the time of the Change in Control if more favorable to the Executive). This Subsection (iii) shall not be interpreted so as to limit any benefits to which the Executive or his dependents may be entitled under any of the Company; and (v) if ’s employee benefit plans, programs or practices following the Executive's employment is terminated as a result ’s termination of notice of nonrenewal provided by the Company under Section 2, he will be entitled to full vesting of any unvested equity incentivesemployment, including without limitation stock optionslimitation, restricted stock retiree medical and deferred restricted stock unitslife insurance benefits. (c) If the Executive's ’s employment is terminated by the Company without shall be terminated upon or during the 24 month period following a Change in Control by the Company other than for Cause, death or Disability or by the Executive for Good Reason, he will then the Executive shall be entitled toto the benefits provided below: (i) any Base Salary earned but not yet paidthe Company shall pay the Executive all Accrued Compensation and a Pro Rata Bonus; (ii) the Company shall pay the Executive as severance pay and in lieu of any bonus awarded pursuant further salary for periods subsequent to Section 5 the Termination Date, in a single payment an amount in a lump sum equal to two (2) times the sum of the Executive’s Base Salary, i.e. 24 months of (“Base Salary”) and Bonus Amount, assuming for this Agreement but purpose that all targets requisite to qualifying the Executive for 100% of On Target Earnings (as defined in the Company’s Executive Bonus Plan) were met and/or satisfied in full, whether or not yet paid, payable as soon as administratively feasible following termination of employmentsuch targets were actually met and/or satisfied); (iii) continuation of his Base Salaryfor 24 months following the Executive’s Termination Date, the Company shall, at the rate its expense, provide all benefits specified in effect on the date of his termination of employment (which, in the case of a termination of the Executive for Good Reason pursuant to Section 8(d)(v), shall be deemed to be the rate in effect prior to giving any effect to the reduction in Base Salary giving rise to such Good Reason), until the expiration of the Non-Competition Period (as defined below);4(b)(iii) hereof; and (iv) the greater of: all restrictions on any outstanding award (Aincluding restricted stock awards) a prorated bonus for the year in which employment terminates, prorated based on the number of days worked, or (B) an amount equal to fifty percent (50%) of the average of the bonus payments made pursuant to Section 5 of this Agreement during the two (2) calendar years preceding such termination, if any, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable in either event as soon as administratively feasible following the end of the then fiscal year of the Company; provided, however, that this clause (iv) shall not be applicable in the event that the Executive's employment is terminated upon notice of nonrenewal provided by the Company under Section 2; (v) until the expiration of the Non-Competition Period, subject to any employee contribution applicable granted to the Executive on the date of terminationshall lapse and such awards shall become fully (100%) vested immediately, continued participation in and all of the Company's group medical stock options and dental insurance plans in which he was participating on the date of his termination of employment, provided that stock appreciation rights granted to the Executive is entitled to continue such participation under applicable law shall become fully (100%) vested and plan terms; (vi) reimbursement in accordance with this Agreement shall become immediately exercisable for a period of any business expenses incurred by 180 days following the Executive but not yet paid to him on the date of his termination of employment, payable as soon as administratively feasible following termination of employment; and (vii) full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. In the event that, under the terms of any employee benefit plan referred to in subsection 9(c)(v) above, the Executive may not continue his participation, he will be provided with the after-tax economic equivalent of the benefits provided under any plan in which he was previously eligible to participate for the period specified in subsection 9(c)(v) above. The economic equivalent of any benefit foregone will be deemed to be the cost that would be incurred by the Executive in obtaining such benefit on the lowest available individual basisTermination Date. (d) Any All amounts due under this Section 9 are provided for in the nature of severance payments or liquidated damages or bothSections 4(a), and will fully compensate the Executive 4(b)(i) and his dependents or beneficiaries, as the case may be, for any (ii) and all direct damages 4(c)(i) and consequential damages that any of them may suffer as a result of termination of (ii) shall be paid within 30 days after the Executive's employment, and they are not in the nature of a penalty’s Termination Date. (e) Notwithstanding anything contained herein, The Executive shall not be required to mitigate the amount of any obligation payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of the Company any compensation or benefits provided to the Executive under Sections 9(c)(iii), (iv), (v) and (vii) is conditioned upon (i) the Executive signing a release of claims in the form attached hereto as Exhibit A (the "Employee Release") within twenty-one days (or such greater period as the Company may specify) following the later of the date on which the Executive (or, in the case of termination by the Executive for Good Reason, the Company) receives notice of termination of employment or the date the Executive receives a copy of the Employee Release and upon the Executive not revoking the Employee Release in a timely manner thereafter and (ii) the Executive's continuing compliance with the provisions of Section 10. If the Executive breaches any provision of Section 10, upon written notice of such breach and request for repayment from the Company, the Executive shall promptly pay to the Company an amount equal to the sum of any cash payments previously paid to the Executive pursuant to Sections 9(c)(iii), (iv), (v) and (vii). Any such repayment shall not be the exclusive remedy for any such breach and the Company shall retain all rights to pursue other available remedies (whether at law or equity) for any such breachsubsequent employment.

Compensation Upon Termination. (a) If the Executive's employment is terminated as Following a result Change in Control of the Executive's death or Disability, heCompany if the Company terminates Employee’s employment, or his estateif Employee terminates Employee’s employment, will in each case within 12 months after the Change in Control, Employee shall be entitled toto the following benefits: (i) If the Company shall terminate Employee’s employment for Cause or Employee shall terminate Employees’ employment for any Base Salary earned but not yet paid;reason other than for Good Reason, the Company shall pay Employee Employee’s full base salary through the Date of Termination at the rate in effect at the time the Notice of Termination is given, plus all other amounts and benefits to which Employee is entitled under any compensation plan of the Company at the time such payments are due, and the Company shall have no further obligations to Employee under this Agreement. (ii) If the Company shall terminate Employee’s employment for any bonus awarded pursuant reason other than for Cause or Employee shall terminate Employee’s employment for Good Reason, the Company shall pay to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment;Employee the benefits set forth below: (iiiA) a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; (iv) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; and (v) other benefits accrued and earned by the Executive The Company shall pay Employee Employee’s full base salary through the date Date of his death or Disability Termination at the rate in accordance with applicable plans effect at the time Notice of Termination is given, plus all other amounts and programs benefits to which Employee is entitled under any compensation plan of the Company. (bB) If In lieu of any further salary payments to Employee for periods subsequent to the Executive's employment is terminated by Date of Termination, the Company for Causeshall pay as severance pay to Employee a lump sum severance payment (together with the payments provided in paragraphs C and D, below, the “Severance Payments”) equal to four (4) times the sum of Employee’s annual base salary in effect immediately prior to the occurrence of the circumstance giving rise to the Notice of Termination. (C) The Company shall pay to Employee any deferred compensation, including, but not limited to deferred bonuses, allocated or credited to Employee or to Employee’s account as of the Date of Termination. (D) In lieu of shares of common stock of the Company (the “Company’s Shares”) issuable upon the exercise of outstanding options (“Options”), if any, granted to Employee under the Company’s Stock Option Plans (which Options shall be cancelled upon the making of the payment referred to below) the Company shall pay Employee an amount in cash equal to the product of (i) the excess of the closing price of the Company’s Shares as reported on or nearest the Date of Termination, over the per share exercise price of each Option held by Employee (whether or not then fully exercisable) times (ii) the Executive other than for Good Reason, or number of the Company’s Shares covered by each such Option. (E) The Company shall also pay to Employee all legal fees and expenses incurred by Employee as a result of notice of nonrenewal provided by the Company or the Executive under Section 2, he will be entitled to: (i) any Base Salary earned but not yet paid; (ii) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) other benefits accrued and earned by the Executive through the date of his termination in accordance with applicable plans and programs of the Company; (iv) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Executive under Section 2, he will be entitled to a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of such termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; and (v) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Company under Section 2, he will be entitled to full vesting of any unvested equity incentives, including without limitation stock options, restricted stock all such fees and deferred restricted stock units. (c) If the Executive's employment is terminated by the Company without Cause, or by the Executive for Good Reason, he will be entitled to: (i) any Base Salary earned but not yet paid; (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) continuation of his Base Salary, at the rate in effect on the date of his termination of employment (which, in the case of a termination of the Executive for Good Reason pursuant to Section 8(d)(v), shall be deemed to be the rate in effect prior to giving any effect to the reduction in Base Salary giving rise to such Good Reason), until the expiration of the Non-Competition Period (as defined below); (iv) the greater of: (A) a prorated bonus for the year in which employment terminates, prorated based on the number of days worked, or (B) an amount equal to fifty percent (50%) of the average of the bonus payments made pursuant to Section 5 of this Agreement during the two (2) calendar years preceding such terminationexpenses, if any, minus incurred in contesting or disputing any bonus payments made pursuant such termination or in seeking to Section 5 of obtain or enforce any right or benefit provided by this Agreement or in respect connection with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the year containing Internal Revenue Code of 1986, as amended (the date of termination“Code”) to any payment or benefit provided under this Agreement). (F) The payments provided for in paragraphs (B), payable in either event as soon as administratively feasible (C), and (D) above, shall be made no later than the fifth day following the end Date of the then fiscal year of the Company; Termination, provided, however, that this clause (iv) shall if the amounts of such payments cannot be applicable finally determined on or before such day, the Company shall pay to Employee on such day an estimate, as determined in good faith by the Company, of the minimum amount of such payments and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount can be determined but in no event later than the 30th day after the Date of Termination. In the event that the Executive's employment is terminated upon notice amount of nonrenewal provided the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to Employee payable on the fifth day after demand by the Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code). [(iii). In the event that Employee is a “disqualified individual” within the meaning of Section 280G of the Code, the parties expressly agree that the payments described in this Section 4 and all other payments to Employee under any other agreements or arrangements with any persons which constitute “parachute payments” within the meaning of Section 2280G of the Code are collectively subject to an overall maximum limit. Such maximum limit shall be $1 less than the aggregate amount which would otherwise cause any such payments to be considered a “parachute payment” within the meaning of Section 280G of the Code, as determined by the Company. Accordingly, to the extent that such payments would be considered a “parachute payment” with respect to Employee, then the portions of such payments shall be reduced or eliminated in the following order until the remaining Change in Control termination payments with respect to Employee is within the maximum described in this subsection (iv): (A) First, any cash payment to Employee; (vB) until the expiration of the Non-Competition PeriodSecond, subject to any employee contribution applicable to the Executive on the date of termination, continued participation Change in all of the Company's group medical and dental insurance plans in which he was participating on the date of his Control termination of employment, provided that the Executive is entitled to continue such participation under applicable law and plan terms; (vi) reimbursement in accordance with this Agreement of any business expenses incurred by the Executive but payments not yet paid to him on the date of his termination of employment, payable as soon as administratively feasible following termination of employmentdescribed herein; and (viiC) full vesting Third, any forgiveness of indebtedness of Employee’s to the Company.] [(iv)] Neither the Company nor any other party shall require Employee to mitigate the amount of any unvested equity incentivespayment provided for in this Section 4 by seeking other employment or otherwise, including without limitation stock options, restricted stock and deferred restricted stock units. In nor shall the event that, under Company reduce the terms amount of any employee payment or benefit plan referred to provided for in subsection 9(c)(v) abovethis Section 4 by any compensation earned by Employee as the result of employment by another employer, the Executive may not continue his participationby retirement benefits, he will be provided with the after-tax economic equivalent of the benefits provided under by offset against any plan in which he was previously eligible to participate for the period specified in subsection 9(c)(v) above. The economic equivalent of any benefit foregone will be deemed amount claimed to be owed by Employee to the cost that would be incurred by the Executive Company, or otherwise except as specifically provided in obtaining such benefit on the lowest available individual basis. this Section 4. [(d) Any v)] In addition to all other amounts due payable to Employee under this Section 9 are in the nature of severance payments or liquidated damages or both4, and will fully compensate the Executive and his dependents or beneficiaries, as the case may be, for any and all direct damages and consequential damages that any of them may suffer as a result of termination of the Executive's employment, and they are not in the nature of a penalty. (e) Notwithstanding anything contained herein, any obligation of the Company to the Executive under Sections 9(c)(iii), (iv), (v) and (vii) is conditioned upon (i) the Executive signing a release of claims in the form attached hereto as Exhibit A (the "Employee Release") within twenty-one days (or such greater period as the Company may specify) following the later of the date on which the Executive (or, in the case of termination by the Executive for Good Reason, the Company) receives notice of termination of employment or the date the Executive receives a copy of the Employee Release and upon the Executive not revoking the Employee Release in a timely manner thereafter and (ii) the Executive's continuing compliance with the provisions of Section 10. If the Executive breaches any provision of Section 10, upon written notice of such breach and request for repayment from the Company, the Executive shall promptly pay to the Company an amount equal to the sum of any cash payments previously paid to the Executive pursuant to Sections 9(c)(iii), (iv), (v) and (vii). Any such repayment shall not be the exclusive remedy for any such breach and the Company shall retain pay to Employee all rights benefits payable to pursue Employee under any Company 401(k) plan and any other available remedies (whether at law plan or equity) for any such breachagreement relating to retirement benefits.

Compensation Upon Termination. (a) If the Executive's employment is terminated as a result of her death, the Company shall (i) pay to the Executive's estate her Base Salary and any accrued and unpaid Bonus and expense reimbursement amounts through the date of her death and (ii) for the shorter of six (6) months following her death or the balance of the Term (as if such termination had not occurred) provide continuation coverage to the members of the Executive's family under all major medical and other health, accident, life or other disability plans and programs in which such family members participated immediately prior to her death. Any Stock Options that have not vested as of the date of the Executive's death or Disability, he, or his estate, will shall be entitled to: (i) any Base Salary earned but not yet paid; (ii) any bonus awarded pursuant deemed to Section 5 have expired as of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; (iv) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; and (v) other benefits accrued and earned by the Executive through the date of his death or Disability in accordance with applicable plans and programs of the Companysuch date. (b) If the Executive's employment is terminated by the Company for Causedue to Disability, or by the Company shall pay to the Executive other than for Good Reason, or as a result of notice of nonrenewal provided by the Company or the Executive under Section 2, he will be entitled to: (i) any her Base Salary earned but not yet paid; (ii) and any accrued Bonus and expense reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) other benefits accrued and earned by the Executive amounts through the date of his her termination. In addition, for the shorter of six (6) months following any such termination or the balance of the Term (as if such termination had not occurred), the Company shall (i) continue to pay the Executive the Base Salary in accordance with applicable effect at the time of such termination less the amount, if any, then payable to the Executive under any disability benefits of the Company and (ii) provide the Executive continuation coverage under all major medical and other health, accident, life or other disability plans and programs in which the Executive participated immediately prior to such termination. All Stock Options that have not vested as of the Company; (iv) if date of termination due to the Executive's employment is terminated Disability shall be deemed to have expired as a result of notice of nonrenewal provided by the Executive under Section 2, he will be entitled to a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; and (v) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Company under Section 2, he will be entitled to full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock unitssuch date. (c) If the Executive's employment is terminated by the Company without Cause, for Cause or by the Executive other than for Good Reason, he will be entitled to: (i) any the Company shall pay to the Executive her Base Salary earned but not yet paid; (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) continuation of his Base Salary, at the rate in effect on through the date of his her termination of employment (which, in and the case of a termination Executive shall have no further entitlement to any other compensation or benefits from the Company. All Stock Options that have not vested as of the Executive for Good Reason pursuant to Section 8(d)(v), date of any such termination shall be deemed to be have expired as of such date and, in addition, the rate in effect prior Executive's right to giving exercise any effect to the reduction in Base Salary giving rise to vested Stock Options shall terminate as of such Good Reason), until the expiration of the Non-Competition Period (as defined below);date. (ivd) the greater of: (A) a prorated bonus for the year in which employment terminates, prorated based on the number of days worked, or (B) an amount equal to fifty percent (50%) of the average of the bonus payments made pursuant to Section 5 of this Agreement during the two (2) calendar years preceding such termination, if any, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable in either event as soon as administratively feasible following the end of the then fiscal year of the Company; provided, however, that this clause (iv) shall not be applicable in the event that If the Executive's employment is terminated upon notice of nonrenewal provided by the Company under Section 2; (vor its successor) until upon the expiration occurrence of a Change of Control, the Non-Competition PeriodCompany (or its successor, subject as applicable) shall (i) continue to any employee contribution applicable pay to the Executive on her Base Salary for a period of one (1) year following such termination, and (ii) pay the Executive any accrued and unpaid Bonus and expense reimbursement amounts through the date of termination, continued participation in all of the . The Company's group medical and dental insurance plans obligation under clause (i) in which he was participating on the preceding sentence shall be reduced, however, by any amounts otherwise actually earned by the Executive during the one year period following the termination of her employment. All Stock Options that have not vested as of the date of his such termination of employment, provided that the Executive is entitled to continue such participation under applicable law shall be accelerated and plan terms; (vi) reimbursement in accordance with this Agreement of any business expenses incurred by the Executive but not yet paid to him on the date of his termination of employment, payable as soon as administratively feasible following termination of employment; and (vii) full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. In the event that, under the terms of any employee benefit plan referred to in subsection 9(c)(v) above, the Executive may not continue his participation, he will be provided with the after-tax economic equivalent of the benefits provided under any plan in which he was previously eligible to participate for the period specified in subsection 9(c)(v) above. The economic equivalent of any benefit foregone will be deemed to be the cost that would be incurred by the Executive in obtaining have vested as of such benefit on the lowest available individual basis. (d) Any amounts due under this Section 9 are in the nature of severance payments or liquidated damages or both, and will fully compensate the Executive and his dependents or beneficiaries, as the case may be, for any and all direct damages and consequential damages that any of them may suffer as a result of termination of the Executive's employment, and they are not in the nature of a penaltydate. (e) Notwithstanding anything contained herein, any obligation of the Company to the Executive under Sections 9(c)(iii), (iv), (v) and (vii) is conditioned upon If (i) the Executive signing a release of claims in the form attached hereto as Exhibit A (the "Employee Release") within twenty-one days (or such greater period as Executive's employment is terminated by the Company may specify) following the later other than as a result of the date on which Executive's death and other than for reasons specified in Sections 10(b), (c) or (d), or (ii) the Executive (or, in the case of termination Executive's employment is terminated by the Executive for Good Reason, the Company shall continue to pay to the Executive her Base Salary for a period of six (6) months following such termination and the Company shall pay the Executive any accrued and unpaid Bonus and expense reimbursement amounts through the date of termination. The Company's obligation under clause (i) receives notice in the preceding sentence shall be reduced, however, by any amounts otherwise actually earned by the Executive during the six month period following the termination of her employment. In addition, for the shorter of six (6) months following any such termination or the balance of the Term (as if such termination had not occurred), the Company shall provide the Executive continuation coverage under all major medical and other health, accident, life or other disability plans or programs in which the Executive participated immediately prior to such termination. All Stock Options that have not vested as of the date of termination shall be deemed to have expired as of employment such date. (f) The continuation coverage under any major medical and other health, accident, life or other disability plans and programs for the date periods provided in Section [10(a), 10(b) and 10(e)] shall be provided (i) at the Executive receives a copy expense of the Employee Release and upon the Executive not revoking the Employee Release in a timely manner thereafter Company and (ii) in satisfaction of the Company's obligation under Section 4980B of the Internal Revenue Code of 1986 (and any similar state law) with respect to the period of time such benefits are continued hereunder. Notwithstanding anything to the contrary contained herein, the Company's obligation to provide such continuation coverage under such Sections shall cease immediately upon the date any covered individual becomes eligible for similar benefits under the plans or policies of another employer. (g) This Section 10 sets forth the only obligations of the Company with respect to the termination of the Executive's continuing compliance employment with the provisions Company, and the Executive acknowledges that, upon the termination of her employment, she shall not be entitled to any payments or benefits which are not explicitly provided in Section 10. If . (h) Upon termination of the Executive breaches Executive's employment hereunder for any provision of Section 10, upon written notice of such breach and request for repayment from the Companyreason, the Executive shall promptly pay be deemed to have resigned as director of the Company an amount equal to Company, effective as of the sum date of such termination. (i) The provisions of this Section 10 shall survive any cash payments previously paid to the Executive pursuant to Sections 9(c)(iii), (iv), (v) and (vii). Any such repayment shall not be the exclusive remedy for any such breach and the Company shall retain all rights to pursue other available remedies (whether at law or equity) for any such breachtermination of this Agreement.

Compensation Upon Termination. 10.1 In the event the Executive’s employment is terminated other than due to the Executive’s death, the Subsidiary shall provide the Executive with the payments set forth below and shall not be required to provide any other payments or benefits to Executive upon such termination. 10.2 The Executive acknowledges and agrees that the payments set forth in this Section 10 constitute liquidated damages for termination of her employment and that prior to receiving any such payments under this Section 10, other than the Accrued Obligations (as defined below), and as a material condition thereof, Executive shall, if requested by the Employer, sign and agree to be bound by a general release of claims (a “Release”) against the Employer and its affiliates related to the Employment and its termination with the Employer in such form as the Board reasonably determines. EXECUTION COPY 10.3 If the Executive should fail to execute such Release within 45 days following the later of (i) the date upon which the Executive’s employment terminates (the “Termination Date”) or (ii) the date Executive actually receives an execution copy of such Release (which shall be delivered to Executive within ten (10) business days following of the Termination Date and if not timely delivered, the release condition will be deemed waived by the Company with respect to payments under this Section 11), the Company and Subsidiary shall not have any obligation to make the payments contemplated under this Section 10; 10.4 Any release provided pursuant to this Section 10 shall not limit, release or waive Executive’s right to indemnification as provided for by the Agreement or otherwise by law or contract and shall not impose additional restrictive covenants of the type provided for in the Agreement. Upon the Executive’s termination of employment for any reason, upon the request of the Board, he shall immediately resign any membership or positions that he then holds with the Employer or any of its affiliates. 10.5 If the Executive’s employment is terminated by the Employer Without Cause or by Executive for Good Reason: 10.5.1 the Subsidiary shall pay to Executive as soon as practicable following such termination, but in no event later than two and one half months following the Termination Date: (a) If the Executive's employment is terminated as a result of the Executive's death or Disabilityher accrued, he, or his estate, will be entitled to: (i) any but unpaid Base Salary earned until the Termination Date and any accrued, but not yet paidunused vacation pay as at the Termination Date; (iib) any bonus awarded pursuant earned, but unpaid Bonus earned under the terms of the Compensation Plan for years prior to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) a prorated bonus for the year in which his employment terminatesthe Termination Date occurs payable in accordance with the terms of such plan (together with Section 10.5.1(a), prorated the “Accrued Obligations”); (c) the target Bonus Executive would have earned for the year of termination assuming targets have been achieved, pro-rated based on the number of days worked, minus any bonus Executive was employed by the Employer during the year over the number of days in such year (the “Pro-Rated Bonus”); 10.5.2 commencing on the 60th day following the Termination Date (and provided the Executive does not breach this Agreement following her termination in which case all payments made under this clause shall cease) the Subsidiary shall pay to the Executive an amount equal to 50% of the sum of her annual rate of Base Salary and Target Bonus (assuming targets have been achieved) payable over six (6) months in substantially equal monthly installments (the “Severance Payment”); 10.5.3 the Subsidiary shall promptly reimburse the Executive pursuant to Section 5 for reasonable expenses incurred, but not paid prior to such termination of employment (contingent upon the availability of appropriate evidence); and 10.5.4 the Executive shall be entitled to any other Benefits, as defined in Section 7 of this Agreement in respect Agreement, for a period of the year containing the date of termination, payable as soon as administratively feasible six months following the end of Termination Date. The Executive shall also be entitled to any quantitative bonus payments as may be due to the then current fiscal year of the Company; (iv) reimbursement Executive in accordance with this Agreement the terms and provisions of any business expense incurred by the Executive but not yet paidagreements, payable as soon as administratively feasible following termination of employment; and (v) other benefits accrued and earned by the Executive through the date of his death plans or Disability in accordance with applicable plans and programs of the CompanyEmployer. (b) 10.6 If the Executive's ’s employment is terminated by the Company Employer for Cause, Cause or by the Executive other than for Without Good Reason: 10.6.1 the Subsidiary shall pay the Executive, in accordance with the relevant payment provisions set forth in Section 10.5.1, the Accrued Obligations; and 10.6.2 the Subsidiary shall promptly reimburse the Executive pursuant for all reasonable expenses incurred, but not paid prior to such termination of employment (contingent upon the availability of appropriate evidence); and 10.6.3 the Executive shall be entitled to any other Benefits, as defined in Section 7 of this Agreement, for a period of six months following the Termination Date. The Executive shall also be entitled to any quantitative bonus payments as may be due to the Executive in accordance with the terms and provisions of any agreements, plans or programs of the Employer. 10.7 During any period that Executive fails to perform her duties hereunder as a result of notice of nonrenewal provided by incapacity due to physical or mental illness (the Company or “Disability Period”), Executive shall continue to receive her full compensation and benefits under the Agreement until her employment is terminated pursuant to Section 9.1.2 hereof. 10.8 In the event Executive’s employment is terminated for Disability pursuant to Section 9.1.2 hereof: 10.8.1 the Subsidiary shall pay to the Executive under Section 2as soon as reasonably practicable following such termination the Accrued Obligations and the Pro-Rated Bonus; and 10.8.2 the Subsidiary shall promptly reimburse the Executive pursuant for all reasonable expenses incurred, he will but not paid prior to the Termination Date (contingent upon the availability of appropriate evidence); and 10.8.3 the Executive shall be entitled to: (i) to any Base Salary earned but not yet paid; (ii) reimbursement other Benefits, as defined in Section 7 of this Agreement, for a period of six months following the Termination Date. The Executive shall also be entitled to any quantitative bonus payments as may be due to the Executive in accordance with this Agreement the terms and provisions of any business expense incurred by the Executive but not yet paidagreements, payable as soon as administratively feasible following termination of employment; (iii) other benefits accrued and earned by the Executive through the date of his termination in accordance with applicable plans and or programs of the Company; (iv) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Executive under Section 2, he will be entitled to a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; and (v) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Company under Section 2, he will be entitled to full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock unitsEmployer. (c) 10.9 If the Executive's ’s employment is terminated by the Company without Cause, or by the Executive for Good Reason, he will be entitled toher death: (i) any Base Salary earned but not yet paid; (ii) any bonus awarded pursuant 10.9.1 the Subsidiary shall pay to Section 5 of this Agreement but not yet paidExecutive’s beneficiary, payable as soon as administratively feasible following termination of employment; (iii) continuation of his Base Salary, at the rate in effect on the date of his termination of employment (which, in the case of a termination of the Executive for Good Reason pursuant to Section 8(d)(v), shall be deemed to be the rate in effect prior to giving any effect to the reduction in Base Salary giving rise to such Good Reason), until the expiration of the Non-Competition Period (as defined below); (iv) the greater of: (A) a prorated bonus for the year in which employment terminates, prorated based on the number of days worked, legal representatives or (B) an amount equal to fifty percent (50%) of the average of the bonus payments made pursuant to Section 5 of this Agreement during the two (2) calendar years preceding such termination, if any, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable in either event as soon as administratively feasible following the end of the then fiscal year of the Company; provided, however, that this clause (iv) shall not be applicable in the event that the Executive's employment is terminated upon notice of nonrenewal provided by the Company under Section 2; (v) until the expiration of the Non-Competition Period, subject to any employee contribution applicable to the Executive on the date of termination, continued participation in all of the Company's group medical and dental insurance plans in which he was participating on the date of his termination of employment, provided that the Executive is entitled to continue such participation under applicable law and plan terms; (vi) reimbursement in accordance with this Agreement of any business expenses incurred by the Executive but not yet paid to him on the date of his termination of employment, payable as soon as administratively feasible following termination of employment; and (vii) full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. In the event that, under the terms of any employee benefit plan referred to in subsection 9(c)(v) above, the Executive may not continue his participation, he will be provided with the after-tax economic equivalent of the benefits provided under any plan in which he was previously eligible to participate for the period specified in subsection 9(c)(v) above. The economic equivalent of any benefit foregone will be deemed to be the cost that would be incurred by the Executive in obtaining such benefit on the lowest available individual basis. (d) Any amounts due under this Section 9 are in the nature of severance payments or liquidated damages or both, and will fully compensate the Executive and his dependents or beneficiariesestate, as the case may be, the Accrued Obligations and Pro-Rated Bonus; and 10.9.2 the Subsidiary shall promptly reimburse Executive’s beneficiary, legal representatives, or estate, as the case may be for any and all direct damages and consequential damages that any of them may suffer as a result of termination of reasonable expenses incurred by the Executive's employment, and they are but not paid prior to the Termination Date (contingent upon the availability of appropriate evidence); and 10.9.3 The Executive’s beneficiary, legal representatives or estate, as the case may be, shall be entitled to any other Benefits, as defined in Section 7 of this Agreement, for a period of six months following the nature of a penalty. (e) Notwithstanding anything contained hereinTermination Date. The Executive’s beneficiary, legal representatives or estate, as the case may be, shall also be entitled to any obligation of the Company quantitative bonus payments as may be due to the Executive under Sections 9(c)(iii)in accordance with the terms and provisions of any agreements, (iv), (v) and (vii) is conditioned upon (i) the Executive signing a release of claims in the form attached hereto as Exhibit A (the "Employee Release") within twenty-one days (plans or such greater period as the Company may specify) following the later programs of the date on which the Executive (or, in the case of termination by the Executive for Good Reason, the Company) receives notice of termination of employment or the date the Executive receives a copy of the Employee Release and upon the Executive not revoking the Employee Release in a timely manner thereafter and (ii) the Executive's continuing compliance with the provisions of Section 10. If the Executive breaches any provision of Section 10, upon written notice of such breach and request for repayment from the Company, the Executive shall promptly pay to the Company an amount equal to the sum of any cash payments previously paid to the Executive pursuant to Sections 9(c)(iii), (iv), (v) and (vii). Any such repayment shall not be the exclusive remedy for any such breach and the Company shall retain all rights to pursue other available remedies (whether at law or equity) for any such breachEmployer.

Compensation Upon Termination. (a) If the Executive's VP’s employment is terminated as a result of the Executive's his death or Disability, he, the Company shall pay to the VP or his to the VP’s estate, will be entitled to: (i) any as applicable, his Base Salary earned and any accrued but not yet paid; (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; (iv) unpaid Bonus and expense reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; and (v) other benefits accrued and earned by the Executive amounts through the date of his death Death or Disability in accordance with applicable plans and programs a lump sum payment equal to one year of Base Salary (at the Companytime his Death or Disability occurs) within 30 days of his Death or Disability. In the event the Company does not have the cash flow to pay such amount within 30 days as set forth above, the Company may make such payments over 12 equal monthly installments. (b) If the Executive's VP’s employment is terminated by the Board of Directors of the Company for Cause, or by the Executive other than for Good Reason, or as a result of notice of nonrenewal provided by then the Company or shall pay to the Executive under Section 2, he will be entitled to: (i) any VP his Base Salary earned but not yet paid; (ii) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) other benefits accrued and earned by the Executive through the date of his termination in accordance with applicable plans and programs of the VP shall have no further entitlement to any other compensation or benefits from the Company; (iv) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Executive under Section 2, he will be entitled to a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; and (v) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Company under Section 2, he will be entitled to full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. (c) If the Executive's VP’s employment is terminated by the Company without Cause(or its successor) upon the occurrence of a Change of Control or within six (6) months thereafter, the Company (or by the Executive for Good Reasonits successor, he will be entitled to: as applicable) shall (i) any continue to pay to the VP his Base Salary earned but not yet paid; for a period of twelve (12) months following such termination, (ii) pay the VP any bonus awarded pursuant to Section 5 of this Agreement accrued and any earned but not yet paidunpaid Bonus, payable as soon as administratively feasible following termination of employment; (iii) continuation of his Base Salary, at the rate in effect on the date of his termination of employment (which, in the case of a termination of the Executive for Good Reason pursuant to Section 8(d)(v), shall be deemed to be the rate in effect prior to giving any effect to the reduction in Base Salary giving rise to such Good Reason), until the expiration of the Non-Competition Period (as defined below); (iv) pay the greater of: VP the Bonus he would have earned had he remained with the Company for six (A6) a prorated bonus for months from the year in date which employment terminatessuch termination occurs, prorated based on the number of days worked, or and (Biv) an amount equal to fifty percent (50%) of the average of the bonus payments made pursuant to Section 5 of this Agreement during the two (2) calendar years preceding such termination, if any, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing pay expense reimbursement amounts through the date of termination, payable in either event . All Stock Options that have not vested as soon as administratively feasible following the end of the then fiscal year of the Company; provided, however, that this clause (iv) shall not be applicable in the event that the Executive's employment is terminated upon notice of nonrenewal provided by the Company under Section 2; (v) until the expiration of the Non-Competition Period, subject to any employee contribution applicable to the Executive on the date of termination, continued participation such termination shall be accelerated and deemed to have vested as of such termination date and shall remain exercisable for a period as outlined in all of the Company's group medical and dental insurance plans in which he was participating on the date of his termination of employment, provided that the Executive is entitled to continue such participation under applicable law and plan terms; (vi) reimbursement in accordance with this Agreement of any business expenses incurred by the Executive but not yet paid to him on the date of his termination of employment, payable as soon as administratively feasible following termination of employment; and (vii) full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. In the event that, under the terms of any employee benefit plan referred to in subsection 9(c)(v) above, the Executive may not continue his participation, he will be provided with the after-tax economic equivalent of the benefits provided under any plan in which he was previously eligible to participate for the period specified in subsection 9(c)(v) above. The economic equivalent of any benefit foregone will be deemed to be the cost that would be incurred by the Executive in obtaining such benefit on the lowest available individual basis’s Stock Option program. (d) Any amounts due under this Section 9 are If the VP’s employment is terminated by the VP for Good Reason, by the Company without Cause, then the Company shall (i) pay VP a single lump sum cash payment within five business days of such termination equal to six (6) times the then monthly Base Salary in effect regardless of when such termination occurs (provided, that in the nature of severance event the Company does not have the cash flow to pay such amount within five business days as set forth above, the Company may make such payments or liquidated damages or bothover twelve (12) equal monthly installments), and will fully compensate (ii) pay VP the Executive Bonus he would have earned had he remained with the Company for six (6) months from the date which such termination occurs, and his dependents or beneficiaries(iii) pay VP any expense reimbursement amounts owed, as the case may be, and payment for any unused vacation days, through the date of termination. All Stock Options that are scheduled to vest in the contract year of the date of such termination shall be accelerated and all direct damages deemed to have vested as of the termination date. All Stock Options that have not vested (or deemed to have vested pursuant to the preceding sentence) shall be deemed expired, null and consequential damages void. Any Stock Options that any have vested as of them may suffer as a result the date of termination of the Executive's employment, and they are not shall remain exercisable for a period as outlined in the nature of a penaltyCompany’s Stock Option program. (e) Notwithstanding anything contained herein, any obligation This Agreement sets forth the only obligations of the Company with respect to the Executive under Sections 9(c)(iii), (iv), (v) and (vii) is conditioned upon (i) the Executive signing a release of claims in the form attached hereto as Exhibit A (the "Employee Release") within twenty-one days (or such greater period as the Company may specify) following the later termination of the date on which the Executive (or, in the case of termination by the Executive for Good Reason, the Company) receives notice of termination of VP’s employment or the date the Executive receives a copy of the Employee Release and upon the Executive not revoking the Employee Release in a timely manner thereafter and (ii) the Executive's continuing compliance with the provisions of Section 10. If the Executive breaches any provision of Section 10, upon written notice of such breach and request for repayment from the Company, and the Executive shall promptly pay to VP acknowledges that, upon the Company an amount equal to the sum termination of any cash payments previously paid to the Executive pursuant to Sections 9(c)(iii)his employment, (iv), (v) and (vii). Any such repayment he shall not be the exclusive remedy entitled to any payments or benefits which are not explicitly provided for herein. (f) The provisions of this Section 9 shall survive any such breach and the Company shall retain all rights to pursue other available remedies (whether at law or equity) for any such breachtermination of this Agreement.

Compensation Upon Termination. (a) If the Executive's Employee’s employment is terminated as a result of the Executive's his death or Disability, he, the Company shall pay to the Employee or his to the Employee’s estate, will be entitled to: (i) any as applicable, his Base Salary earned and any accrued but not yet paid; (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; (iv) unpaid Annual Milestone Bonus and expense reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; and (v) other benefits accrued and earned by the Executive amounts through the date of his death or Disability in accordance with applicable plans Disability. All Restricted Shares and programs stock options held by the Employee (the “Stock Options”) that are scheduled to vest on the next succeeding anniversary of the CompanyCommencement Date shall be accelerated and deemed to have vested as of the termination date. All Restricted Shares and Stock Options that have not vested (or been deemed pursuant to the immediately preceding sentence to have vested) as of the date of termination shall be forfeited to the Company as of such date. (b) If the Executive's Employee’s employment is terminated by the Company for Cause, Cause or by the Executive Employee other than for Good Reason, or as a result of notice of nonrenewal provided by then the Company or shall pay to the Executive under Section 2, he will be entitled to: (i) any Employee his Base Salary earned but not yet paid; (ii) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) other benefits accrued and earned by the Executive unreimbursed expenses through the date of his termination in accordance with applicable plans and programs of the Employee shall have no further entitlement to any other compensation or benefits from the Company; (iv) if the Executive's employment is terminated . All Restricted Shares and Stock Options that have not vested as a result of notice of nonrenewal provided by the Executive under Section 2, he will be entitled to a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; and (v) if the Executive's employment is terminated as a result of notice of nonrenewal provided by termination shall be forfeited to the Company under Section 2, he will be entitled to full vesting as of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock unitssuch date. (c) If the Executive's Employee’s employment is terminated by the Company without Cause, (or by its successor) within thirty (30) days prior to or sixty (60) days following the Executive for Good Reason, he will be entitled to: (i) any Base Salary earned but not yet paid; (ii) any bonus awarded pursuant to Section 5 occurrence of this Agreement but not yet paid, payable as soon as administratively feasible following termination a Change of employment; (iii) continuation of his Base Salary, at the rate in effect Control and on the date of his termination pursuant to Section 8(c) the fair market value of employment (whichthe Company’s Common Stock, in the case of a termination of aggregate, as determined in good faith by the Executive for Good Reason pursuant to Section 8(d)(v), shall be deemed to be the rate in effect prior to giving any effect to the reduction in Base Salary giving rise to such Good Reason), until the expiration of the Non-Competition Period (as defined below); (iv) the greater of: (A) a prorated bonus for the year in which employment terminates, prorated based Board on the number date of days workedsuch Change of Control, or (B) an amount equal to fifty percent (50%) of the average of the bonus payments made pursuant to Section 5 of this Agreement during the is less than two (2) calendar years preceding times the amount the Company has raised in gross proceeds through the sale of Equity Securities, then the Company (or its successor, as applicable) shall continue to pay to the Employee his Base Salary and benefits for a period of three (3) months following such termination, if any, minus termination as well as any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing expense reimbursement amounts owed through the date of termination, payable in either event as soon as administratively feasible following and, notwithstanding any provision of this Agreement to the end contrary, all non-competition and non-solicitation obligations of the then fiscal year Employee under Section 6 of this Agreement shall last for three (3) months. All Restricted Shares and Stock Options that are scheduled to vest on the next succeeding anniversary of the Commencement Date shall be accelerated and deemed to have vested as of the termination date. All Restricted Shares and Stock Options that have not vested (or been deemed pursuant to the immediately preceding sentence to have vested) as of the date of termination shall be forfeited to the Company as of such date. As used herein, “Equity Securities” shall mean shares of Common Stock, preferred stock, options, warrants or other rights to purchase Common Stock or securities or evidences of indebtedness convertible into or exchangeable for shares of Common Stock. (d) If the Employee’s employment is terminated by the Company other than as a result of the Employee’s death or Disability and other than for reasons specified in Sections 9(b) or (c) (including, without limitation, any termination as a result of the Company; provided’s nonrenewal of this Agreement), howeveror by the Employee for Good Reason, then the Company shall (i) continue to pay to the Employee his Base Salary for a period of six (6) months following such termination, (ii) pay the Employee any expense reimbursement amounts owed through the date of termination, and (iii) all Restricted Shares and Stock Options that this are scheduled to vest during the Term shall be accelerated and deemed to have vested as of the termination date. The Company’s obligation under clause (ivi) of this Section 9(d) shall be subject to offset by any amounts otherwise received by the Employee from any employment during the six (6) month period following the termination of his employment. (e) This Section 9 sets forth the only obligations of the Company with respect to the termination of the Employee’s employment with the Company, and the Employee acknowledges that, upon the termination of his employment, he shall not be applicable entitled to any payments or benefits which are not expressly provided in Section 9. (f) Notwithstanding anything in this Agreement or any other agreement between the Employee and the Company to the contrary, in the event that the Executive's employment is terminated upon notice of nonrenewal provided by the Company under Section 2; (v) until the expiration of the Non-Competition Period, subject to any employee contribution applicable to the Executive on the date of termination, continued participation in all of the Company's group medical and dental insurance plans in which he was participating on the date of his termination of employment, provided determines that the Executive is entitled to continue such participation under applicable law and plan terms; (vi) reimbursement in accordance with this Agreement of any business expenses incurred by the Executive but not yet paid to him on the date of his termination of employment, payable as soon as administratively feasible following termination of employment; and (vii) full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. In the event that, under the terms of any employee benefit plan referred to in subsection 9(c)(v) above, the Executive may not continue his participation, he will be provided with the after-tax economic equivalent of the benefits provided under any plan in which he was previously eligible to participate for the period specified in subsection 9(c)(v) above. The economic equivalent of any benefit foregone will be deemed to be the cost that would be incurred by the Executive in obtaining such benefit on the lowest available individual basis. (d) Any amounts due under this Section 9 are in the nature of severance payments or liquidated damages or both, and will fully compensate the Executive and his dependents or beneficiaries, as the case may be, for any and all direct damages and consequential damages that any of them may suffer as a result of termination of the Executive's employment, and they are not in the nature of a penalty. (e) Notwithstanding anything contained herein, any obligation of the Company to the Executive under Sections 9(c)(iii), (iv), (v) and (vii) is conditioned upon (i) the Executive signing a release of claims in the form attached hereto as Exhibit A (the "Employee Release") within twenty-one days (or such greater period as the Company may specify) following the later of the date on which the Executive (or, in the case of termination by the Executive for Good Reason, the Company) receives notice of termination of employment or the date the Executive receives a copy of the Employee Release and upon the Executive not revoking the Employee Release in a timely manner thereafter and (ii) the Executive's continuing compliance with the provisions of Section 10. If 280G of the Executive breaches Internal Revenue Code of 1986, as amended (the “Code”), relating to “excess parachute payments” (as defined in the Code) shall be applicable to any provision payment or benefit received or to be received by Employee, then the total amount of payments or benefits payable to Employee shall be reduced to the largest amount such that the provisions of Section 10280G of the Code relating to “excess parachute payments” shall no longer be applicable. Should such a reduction be required, upon written notice of such breach and request for repayment from the Company, the Executive shall promptly pay to the Company an amount equal to the sum of any cash payments previously paid to the Executive pursuant to Sections 9(c)(iii), (iv), (v) and (vii). Any such repayment shall not be the exclusive remedy for any such breach and the Company shall retain all rights determine which payment or benefit to pursue other available remedies reduce or eliminate. (whether at law or equityg) for The provisions of this Section 9 shall survive any such breachtermination of this Agreement.

Compensation Upon Termination. (a) If the Executive's ’s employment is terminated as a result of the Executive's his death or Disability, he, the Company shall pay to the Executive or his to the Executive’s estate, will be entitled to: (i) any as applicable, his Base Salary and any earned but not yet paid; (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; (iv) and unpaid Discretionary or Milestone Bonus and expense reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; and (v) other benefits accrued and earned by the Executive amounts through the date of his death Death or Disability in accordance with applicable plans and programs of the CompanyDisability. (b) If the Executive's ’s employment is terminated by the Board of Directors of the Company for Cause, or by then the Company shall pay to the Executive other than for Good Reason, or as a result of notice of nonrenewal provided by the Company or the Executive under Section 2, he will be entitled to: (i) any his Base Salary earned but not yet paid; (ii) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) other benefits accrued and earned by the Executive through the date of his termination in accordance with applicable plans and programs of the Executive shall have no further entitlement to any other compensation or benefits from the Company; (iv) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Executive under Section 2, he will be entitled to a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; and (v) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Company under Section 2, he will be entitled to full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. (c) If the Executive's ’s employment is terminated by the Company without Cause(or its successor) upon the occurrence of a Change of Control, the Company (or by its successor, as applicable) shall continue to pay to the Executive for Good Reason, he will be entitled to: (i) any his Base Salary earned but not yet paid; (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) continuation of his Base Salary, at the rate in effect on through the date of his termination and for a period of employment (whichone year following such termination. Notwithstanding anything to the contrary contained herein, in the case event it is determined that any payment or other distribution by the Company to or for the benefit of a termination Executive would constitute an “excess parachute provision” within the meaning of Section 280G of the Executive for Good Reason pursuant to Section 8(d)(vInternal Revenue Code of 1986, as amended (the “Code”), such payment or distribution shall be deemed reduced as necessary to be (1) avoid the rate in effect prior to giving imposition of any effect to the reduction in Base Salary giving rise to such Good Reason), until the expiration excise tax liability on Executive under Section 4999 of the Non-Competition Period (as defined below); (iv) the greater of: (A) a prorated bonus for the year in which employment terminates, prorated based on the number of days worked, or (B) an amount equal to fifty percent (50%) of the average of the bonus payments made pursuant to Section 5 of this Agreement during the two Code and (2) calendar years preceding allow the entire amount of such termination, if any, minus any bonus payments made pursuant payment or distribution to Section 5 of this Agreement in respect of the year containing the date of termination, payable in either event as soon as administratively feasible following the end of the then fiscal year of be deductible by the Company; provided, however, that this clause (iv) shall not be applicable in the event that the Executive's employment is terminated upon notice of nonrenewal provided by the Company under Section 2; (v) until the expiration of the Non-Competition Period, subject to any employee contribution applicable to the Executive on the date of termination, continued participation in all of the Company's group medical and dental insurance plans in which he was participating on the date of his termination of employment, provided that the Executive is entitled to continue such participation under applicable law and plan terms; (vi) reimbursement in accordance with this Agreement of any business expenses incurred by the Executive but not yet paid to him on the date of his termination of employment, payable as soon as administratively feasible following termination of employment; and (vii) full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. In the event that, under the terms of any employee benefit plan referred to in subsection 9(c)(v) above, the Executive may not continue his participation, he will be provided with the after-tax economic equivalent of the benefits provided under any plan in which he was previously eligible to participate for the period specified in subsection 9(c)(v) above. The economic equivalent of any benefit foregone will be deemed to be the cost that would be incurred by the Executive in obtaining such benefit on the lowest available individual basis. (d) Any amounts due under this Section 9 are in If the nature of severance payments or liquidated damages or both, and will fully compensate Executive’s employment is terminated by the Executive and his dependents or beneficiaries, as the case may be, for any and all direct damages and consequential damages that any of them may suffer Company other than as a result of the Executive’s death or Disability and other than for reasons specified in Sections 10(b) or (c), then the Company shall continue to pay to the Executive his Base Salary for a period of one year following such termination, and (ii) pay the Executive any earned and unpaid Discretionary or Milestone Bonus and expense reimbursement amounts owed through the date of termination. The Company’s obligation under clauses (i) and (ii) in the preceding sentence shall be subject to offset by any amounts otherwise received by the Executive from any employment during the one year period following the termination of the Executive's his employment, and they are not in the nature of a penalty. (e) Notwithstanding anything contained herein, any obligation This Section 10 sets forth the only obligations of the Company with respect to the Executive under Sections 9(c)(iii)termination of the Executive’s employment with the Company, (iv), (v) and (vii) is conditioned upon (i) the Executive signing a release of claims in acknowledges that, upon the form attached hereto as Exhibit A (the "Employee Release") within twenty-one days (or such greater period as the Company may specify) following the later of the date on which the Executive (or, in the case of termination by the Executive for Good Reason, the Company) receives notice of termination of employment his employment, he shall not be entitled to any payments or the date the Executive receives a copy of the Employee Release and upon the Executive benefits which are not revoking the Employee Release explicitly provided in a timely manner thereafter and (ii) the Executive's continuing compliance with the provisions of Section 10. If Further, notwithstanding anything to the Executive breaches any provision of contrary contained in this Section 10, upon written notice the Company shall have no obligation to pay, and Executive shall have no obligation to receive, any compensation, benefits or other consideration provided for in this Section 10 following termination of such breach Executive’s employment unless Executive executes a separate agreement releasing the Company from any and request all liability in connection with the termination of Executive’s employment. (f) Upon termination of the Executive’s employment hereunder for repayment from the Companyany reason, the Executive shall promptly pay be deemed to have resigned as director of the Company an amount equal to Company, effective as of the sum date of such termination. (g) The provisions of this Section 10 shall survive any cash payments previously paid to the Executive pursuant to Sections 9(c)(iii), (iv), (v) and (vii). Any such repayment shall not be the exclusive remedy for any such breach and the Company shall retain all rights to pursue other available remedies (whether at law or equity) for any such breachtermination of this Agreement.

Compensation Upon Termination. (a) If the Company terminates Executive's employment is terminated as a result of the Executive's death or Disability, he, or his estate, will be entitled to: (i) any Base Salary earned but not yet paid; (ii) any bonus awarded under this Agreement without "cause" pursuant to Section 5 of this Agreement 7(a)(ii) above, Executive shall be entitled to any unpaid Base Salary, any declared but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) a prorated unpaid bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; (iv) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; and (v) other and benefits accrued and earned by the Executive him under this Agreement through the effective date of his death or Disability such termination, which shall be paid by the Company to Executive immediately upon the effective date of such termination, and the Company shall pay Executive monthly an amount equal to one-twelfth (1/12) of the Base Salary for a period of six (b) (6) months (the "Severance Payment"), payable in accordance with applicable plans and programs of the Company's usual pay practices. Notwithstanding the foregoing, the Company, in its sole discretion, may elect to make the Severance Payment to Executive in one lump sum due within thirty (30) days after Executive's termination of employment. (b) If the Company terminates Executive's employment is terminated by the Company under this Agreement for Cause"cause" pursuant to Section 7(a)(ii) above, or by the if Executive other than for Good Reasonvoluntarily terminates his employment hereunder, or as a result of notice of nonrenewal provided by the Company or the Executive under Section 2, he will shall be entitled to: (i) to no further compensation or other benefits under this Agreement, except only as to any unpaid Base Salary earned Salary, any declared but not yet paid; (ii) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) other unpaid bonus and benefits accrued and earned by the Executive him hereunder through the effective date of his such termination in accordance with applicable plans and programs of the Company; (iv) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Executive under Section 2, he will which shall be entitled to a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; and (v) if the Executive's employment is terminated as a result of notice of nonrenewal provided paid by the Company under Section 2, he will be entitled to full vesting Executive immediately upon the effective date of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock unitssuch termination. (c) If the Executive's Executive terminates his employment is terminated under this Agreement, any unpaid Base Salary, any declared but unpaid bonus and benefits accrued and earned by him hereunder through the effective date of such termination shall be paid by the Company without Cause, or by to Executive within seventy-two (72) hours of the Executive for Good Reason, he will be entitled to: (i) any Base Salary earned but not yet paid; (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) continuation of his Base Salary, at the rate in effect on the effective date of his termination of employment (which, in the case of a termination of the Executive for Good Reason pursuant to Section 8(d)(v), shall be deemed to be the rate in effect prior to giving any effect to the reduction in Base Salary giving rise to such Good Reason), until the expiration of the Non-Competition Period (as defined below); (iv) the greater of: (A) a prorated bonus for the year in which employment terminates, prorated based on the number of days worked, or (B) an amount equal to fifty percent (50%) of the average of the bonus payments made pursuant to Section 5 of this Agreement during the two (2) calendar years preceding such termination, if any, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable in either event as soon as administratively feasible following the end of the then fiscal year of the Company; provided, however, that this clause (iv) shall not be applicable in the event that the Executive's employment is terminated upon notice of nonrenewal provided by the Company under Section 2; (v) until the expiration of the Non-Competition Period, subject to any employee contribution applicable to the Executive on the date of termination, continued participation in all of the Company's group medical and dental insurance plans in which he was participating on the date of his termination of employment, provided that the Executive is entitled to continue such participation under applicable law and plan terms; (vi) reimbursement in accordance with this Agreement of any business expenses incurred by the Executive but not yet paid to him on the date of his termination of employment, payable as soon as administratively feasible following termination of employment; and (vii) full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. In the event that, under the terms of any employee benefit plan referred to in subsection 9(c)(v) above, the Executive may not continue his participation, he will be provided with the after-tax economic equivalent of the benefits provided under any plan in which he was previously eligible to participate for the period specified in subsection 9(c)(v) above. The economic equivalent of any benefit foregone will be deemed to be the cost that would be incurred by the Executive in obtaining such benefit on the lowest available individual basis. (d) Any amounts due If Executive dies, Executive's successors and assigns shall be entitled to a portion of any unpaid Base Salary, any declared but unpaid bonus and benefits accrued and earned by him under this Section 9 are in Agreement through the nature effective date of severance payments or liquidated damages or both, and will fully compensate the Executive and his dependents or beneficiaries, as the case may be, for any and all direct damages and consequential damages that any of them may suffer as a result of termination of the Executive's employment, and they are not in the nature of a penaltysuch termination. (e) Notwithstanding anything contained herein, any obligation of the Company to the Executive under Sections 9(c)(iii), (iv), (v) and (vii) is conditioned upon (i) the Executive signing a release of claims contrary in the form attached hereto as Exhibit A (the "Employee Release") within twenty-one days (or such greater period as the Company may specify) following the later of the date on which the Executive (or, in the case of termination by the Executive for Good Reasonthis Section 8, the Company) receives notice of termination of employment or the date the Executive receives a copy of the Employee Release 's obligation to pay, and upon the Executive not revoking the Employee Release in a timely manner thereafter and (ii) the Executive's continuing compliance with the provisions right to receive, any compensation under this Section 8 shall terminate upon Executive's breach of Section 10. If the Executive breaches any provision of Section 1011 below. In addition, upon written notice of such breach and request for repayment from the Company, the Executive shall promptly pay to forfeit the Severance Payment from the Company an amount equal to the sum under this Section 8 upon Executive's breach of any cash payments previously paid to the Executive pursuant to Sections 9(c)(iii), (iv), (v) and (vii). Any such repayment shall not be the exclusive remedy for any such breach and the Company shall retain all rights to pursue other available remedies (whether at law or equity) for any such breachprovision of Section 11 below.

Compensation Upon Termination. (a) If during the term of this Agreement (including any extensions thereof), the Executive's employment is terminated as a result by the Company for Cause, by reason of the Executive's death or Disabilityif the Executive gives written notice not to extend the term of this Agreement, he, or his estate, will the Company's sole obligation hereunder shall be entitled to: to pay the Executive the following amounts earned hereunder but not paid as of the Termination Date: (i) any Base Salary earned but not yet paid; Salary, (ii) reimbursement for any bonus awarded and all monies advanced or expenses incurred pursuant to Section 5 of this Agreement but not yet paid7(b) through the Termination Date, payable as soon as administratively feasible following termination of employment; and (iii) a prorated bonus any earned compensation which the Executive had previously deferred (including any interest earned or credited thereon) (collectively, "Accrued Compensation"), provided, however, that if the Executive gives such written -------- ------- notice not to extend, the Company shall continue to pay the premiums provided for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following 7(a)(1) through the end of the then current fiscal calendar year of in which the Company; (iv) reimbursement Executive's termination occurs. The Executive's entitlement to any other benefits shall be determined in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; and (v) other benefits accrued and earned by the Executive through the date of his death or Disability in accordance with applicable plans and programs of the Company's employee benefit plans then in effect. (b) If the Executive's employment is terminated by the Company other than for Cause, Cause or by the Executive other than for Good Reason, or the Company's sole obligation hereunder shall be as a result of notice of nonrenewal provided by the Company or the Executive under Section 2, he will be entitled tofollows: (i) any Base Salary earned but not yet paidthe Company shall pay the Executive the Accrued Compensation; (ii) reimbursement in accordance with this Agreement of any business expense incurred by the Company shall continue to pay the Executive but not yet paid, payable as soon as administratively feasible the Base Salary for a period of one (1) year following termination of employment;the Termination Date; and (iii) other benefits accrued and earned by the Executive Company shall continue to pay the premiums provided for in Section 7(a)(1) hereof through the date of his termination in accordance with applicable plans and programs of the Company; (iv) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Executive under Section 2, he will be entitled to a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal calendar year of the Company; and (v) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Company under Section 2, he will be entitled to full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock unitsin which such termination occurs. (c) If the Executive's employment is terminated by the Company without Causeby reason of the Executive's Disability, or by the Executive for Good Reason, he will Company's sole obligation hereunder shall be entitled toas follows: (i) any Base Salary earned but not yet paidthe Company shall pay the Executive the Accrued Compensation; (ii) any bonus awarded pursuant the Company shall continue to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) continuation of his Base Salary, at pay the rate in effect on the date of his termination of employment (which, in the case of a termination Executive 100% of the Executive for Good Reason pursuant to Section 8(d)(v), shall be deemed to be the rate in effect prior to giving any effect to the reduction in Base Salary giving rise to such Good Reason)for the first twelve months following the Termination Date, until the expiration 80% of the Non-Competition Period (as defined below); (iv) the greater of: (A) a prorated bonus Base Salary for the year in which employment terminatessecond twelve months following the Termination Date, prorated based on the number of days worked, or (B) an amount equal to fifty percent (50%) and 60% of the average of Base Salary for the bonus payments made pursuant to Section 5 of this Agreement during the two (2) calendar years preceding such termination, if any, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable in either event as soon as administratively feasible third twelve months following the end of the then fiscal year of the CompanyTermination Date; provided, however, that this clause such -------- ------- Base Salary shall be reduced by the amount of any benefits the Executive receives by reason of his Disability under the Company's relevant disability plan or plans; and (iii) if the Executive is disabled beyond thirty-six (36) months, the Company shall continue to pay the Executive 60% of Base Salary up to a maximum of $250,000 per year for the period of the Executive's Disability, as defined in the Company's relevant disability plans; provided, however, that such payments shall be reduced by the amount -------- ------- of any benefits the Executive receives by reason of his Disability under the Company's relevant disability plan or plans; and (iv) the Company shall not be applicable continue to pay the premiums provided for in Section 7(a)(1) hereof through the event that end of the calendar year in which such termination occurs. (d) If the Executive's employment is terminated upon notice of nonrenewal provided by the Company under Section 2; (v) until the expiration of the Non-Competition Period, subject to any employee contribution applicable to the Executive on the date of termination, continued participation in all reason of the Company's group medical and dental insurance plans in which he was participating on the date of his termination of employment, provided that written notice to the Executive is entitled of its decision not to continue such participation under applicable law and plan termsextend the term of this Agreement as contemplated in Section 1 hereof, the Company's sole obligation hereunder shall be as follows: (i) the Company shall pay the Executive the Accrued Compensation; (viii) reimbursement in accordance with this Agreement of any business expenses incurred by the Company shall continue to pay the Executive but not yet paid to him on the date Base Salary for a period of his termination one (1) year following the expiration of employment, payable as soon as administratively feasible following termination of employmentsuch term; and (viiiii) full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. In the event that, under Company shall continue to pay the terms of any employee benefit plan referred to premiums provided for in subsection 9(c)(vSection 7(a)(1) above, hereof through the Executive may not continue his participation, he will be provided with the after-tax economic equivalent end of the benefits provided under any plan calendar year in which he was previously eligible to participate for the period specified in subsection 9(c)(v) above. The economic equivalent of any benefit foregone will be deemed to be the cost that would be incurred by the Executive in obtaining such benefit on the lowest available individual basis. (d) Any amounts due under this Section 9 are in the nature of severance payments or liquidated damages or both, and will fully compensate the Executive and his dependents or beneficiaries, as the case may be, for any and all direct damages and consequential damages that any of them may suffer as a result of termination of the Executive's employment, and they are not in the nature of a penaltytermination occurs. (e) Notwithstanding anything contained hereinDuring the period the Executive is receiving salary continuation pursuant to Section 10(b)(ii), any obligation of 10(c)(ii) or 10(d)(ii) hereof, the Company shall, at its expense, provide to the Executive under Sections 9(c)(iii), (iv), (v) and (vii) is conditioned upon (i) the Executive signing a release of claims in the form attached hereto as Exhibit A (the "Employee Release") within twenty-one days (or such greater period as the Company may specify) following the later of the date on which the Executive (or, in the case of termination by the Executive for Good Reason, the Company) receives notice of termination of employment or the date the Executive receives a copy of the Employee Release and upon the Executive not revoking the Employee Release in a timely manner thereafter and (ii) the Executive's continuing compliance with beneficiaries medical and dental benefits substantially similar in the provisions of Section 10. If the Executive breaches any provision of Section 10, upon written notice of such breach and request for repayment from the Company, the Executive shall promptly pay aggregate to the Company an amount equal to the sum of any cash payments previously paid those provided to the Executive immediately prior to the date of the Executive's termination of employment; provided, however, that the Company's -------- ------- obligation with respect to the foregoing benefits shall be reduced to the extent that the Executive or the Executive's beneficiaries obtains any such benefits pursuant to Sections 9(c)(iii), a subsequent employer's benefit plans. (iv), (vf) and (vii). Any such repayment The Executive shall not be required to mitigate the exclusive remedy amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any such breach and compensation provided to the Company shall retain all rights to pursue other available remedies (whether at law or equity) for Executive in any such breachsubsequent employment.

Compensation Upon Termination. (a) If In the Executive's employment is terminated as a result of the Executive's death or Disability, he, or his estate, will be entitled to: (i) any Base Salary earned but not yet paid; (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; (iv) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; and (v) other benefits accrued and earned by the Executive through the date of his death or Disability in accordance with applicable plans and programs of the Company. (b) If the Executive's employment is terminated by the Company for Cause, or by the Executive other than for Good Reason, or as a result of notice of nonrenewal provided by event that the Company or the Executive under Section 2Verisity Design, he will be entitled to: (i) any Base Salary earned but not yet paid; (ii) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) other benefits accrued and earned by the Executive through the date of his termination in accordance with applicable plans and programs of the Company; (iv) if the Inc. terminates Executive's ’s employment is terminated as a result of notice of nonrenewal provided by the Executive under Section 2, he will be entitled to a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; and (v) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Company under Section 2, he will be entitled to full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. (c) If the Executive's employment is terminated by the Company without “Cause, or by the Executive for Good Reason, he will be entitled to: (i) any Base Salary earned but not yet paid; (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) continuation of his Base Salary, at the rate in effect on the date of his termination of employment (which, in the case of a termination of the Executive for Good Reason pursuant to Section 8(d)(v), shall be deemed to be the rate in effect prior to giving any effect to the reduction in Base Salary giving rise to such Good Reason), until the expiration of the Non-Competition Period ” (as defined below); , Executive will be entitled to only: (ivi) the greater of: (A) a prorated bonus compensation provided for in his original employment agreement for the year in which employment terminates, prorated based on the number period of days worked, or (B) an amount equal to fifty percent (50%) of the average of the bonus payments made pursuant to Section 5 of this Agreement during the two (2) calendar years preceding such termination, if any, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing time ending with the date of termination; (ii) compensation for any unused vacation that Executive may have accrued, payable in either event as soon well as administratively feasible following the end of the then fiscal year of the Company; providedall earned benefits, however, that this clause (iv) shall not be applicable in the event that the Executive's employment is terminated upon notice of nonrenewal provided by the Company under Section 2; (v) until the expiration of the Non-Competition Period, subject up to any employee contribution applicable to the Executive on and including the date of termination, continued participation in all ; (iii) “COBRA” benefits to the extent required by applicable law; and (iv) reimbursement for such expenses as Executive may have properly incurred on behalf of the Company's group medical and dental insurance plans in which he was participating on Company prior to the date of his termination of employment, provided that the Executive is entitled to continue such participation under applicable law and plan terms; (vi) reimbursement in accordance with this Agreement of any business expenses incurred by the Executive but not yet paid to him on the date of his termination of employment, payable as soon as administratively feasible following termination of employment; and (vii) full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock unitstermination. In the event that, under the terms of any employee benefit plan referred to in subsection 9(c)(v) above, the Executive may not continue his participation, he will be provided with the after-tax economic equivalent of the benefits provided under any plan in which he was previously eligible to participate for the period specified in subsection 9(c)(v) above. The economic equivalent of any benefit foregone will be deemed to be the cost that would be incurred by the Executive in obtaining such benefit on the lowest available individual basis. (d) Any amounts due under this Section 9 are in the nature of severance payments or liquidated damages or both, and will fully compensate the Executive and his dependents or beneficiaries, as the case may be, for any and all direct damages and consequential damages that any of them may suffer as a result of termination of the Executive's employment, and they are not in the nature of a penalty. (e) Notwithstanding anything contained herein, any obligation of the Company to the Executive under Sections 9(c)(iii), (iv), (v) and (vii) is conditioned upon either (i) the Executive signing a release of claims in the form attached hereto as Exhibit A (the "Employee Release") within twenty-one days Company or Verisity Design, Inc. (or such greater period any “Successor Entity” as that term is defined below) terminates Executive’s employment without “Cause,” or (ii) Executive voluntarily terminates employment with the Company may specifyor Verisity Design, Inc. or any Successor Entity following any “Constructive Termination Event” (as defined below), then in addition to the amounts payable above, Executive will be entitled to receive (i) following the later of the date on which the Executive (orpayments earned prior to his termination, in the case of termination by the Executive for Good Reason, the Company) receives notice of termination of employment or the date the Executive receives a copy of the Employee Release and upon the Executive not revoking the Employee Release in a timely manner thereafter and (ii) the Executive's continuing compliance with the provisions of Section 10. If the Executive breaches any provision of Section 10, upon written notice of such breach and request for repayment from the Company, the Executive shall promptly pay to the Company a severance payment in an amount equal to the sum of the aggregate base salary and the amount of the Target Bonus, whether or not such Target Bonus would have otherwise been payable to Executive by the Company, for the 12-month period following the effective date of such termination. In either case, the Company’s obligation to pay any cash payments previously paid severance payment to Executive will be expressly conditioned upon the execution by Executive and delivery by him to the Executive pursuant Company and Verisity Design, Inc. of a general release and waiver of all claims (employment-related and otherwise) against the Company and Verisity Design, Inc. and their affiliates as well as their respective officers, directors, employees, and agents and covenant not to Sections 9(c)(iii), (iv), (v) and (vii). Any such repayment shall not be the exclusive remedy for ▇▇▇ any such breach and party in connection with such released claims, in reasonable form provided by the Company shall retain all rights to pursue other available remedies (whether at law or equity) for any such breachCompany.

Compensation Upon Termination. (a) If The Employee may terminate his employment with the ExecutiveCorporation at any time by giving written notice to the Corporation. Except as provided in Section 3(c) below, the Corporation's sole obligation to the Employee in such event is (i) to pay the Employee's base salary to the date of termination, (ii) to pay any non-discretionary incentive compensation which had been earned but not yet paid for any evaluation period completed prior to the date of notice of termination, and (iii) to complete any obligations required to be discharged under the terms of group benefit plans. No further compensation (including, without limitation, payment of severance compensation, discretionary bonus compensation for any period, or incentive compensation for the current evaluation period as of the date of notice, whether through discretionary or targeted plans) shall be paid to the Employee, pro-rata or otherwise, and all other benefits and perquisites (including, without limitation, stock options, executive medical reimbursement, corporate country club privileges and auto allowances) shall be canceled as of the date of termination. (b) The Corporation may terminate the Employee's employment is terminated as a result with the Corporation at any time by giving written notice to the Employee. In the event of such termination (except for cause pursuant to Section 4 hereunder, and subject to the ExecutiveEmployee's death or Disabilitycontinued compliance with the provisions of Sections 5, he6 and 7 below), or his estate, will the Employee shall be entitled to: (i) any Base Salary earned but not yet paidbase salary through the date of termination of his employment; (ii) any bonus awarded pursuant to Section 5 of this Agreement non-discretionary incentive compensation which had been earned but not yet paid, payable as soon as administratively feasible following termination paid for any evaluation period completed prior to the date of employmenttermination; (iii) a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; (iv) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; and (v) other benefits accrued and earned by the Executive through the date of his death or Disability in accordance with applicable plans and programs of the Company. (b) If the Executive's employment is terminated by the Company for Cause, or by the Executive other than for Good Reason, or as a result of notice of nonrenewal provided by the Company or the Executive under Section 2, he will be entitled to: (i) any Base Salary earned but not yet paid; (ii) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) other benefits accrued and earned by the Executive through the date of his termination in accordance with applicable plans and programs of the Company; (iv) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Executive under Section 2, he will be entitled to a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; and (v) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Company under Section 2, he will be entitled to full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. (c) If the Executive's employment is terminated by the Company without Cause, or by the Executive for Good Reason, he will be entitled to: (i) any Base Salary earned but not yet paid; (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) continuation of his Base Salarybase salary, at the annualized rate in effect on the date of his termination of employment (which, or in the case of event a reduction in base salary is the basis for a termination of the Executive for Good Reason pursuant to Section 8(d)(v3(c) below, then the base salary in effect immediately prior to such reduction), shall be deemed to be for a period of 18 months following such termination (the rate "Continuation Period"), payable at the same regular intervals as in effect prior to giving the termination, provided, however, that in the event the Employee procures full time employment at any effect time during the Contin- uation Period, base salary payable hereunder shall continue to the reduction in Base Salary giving rise be paid only for a period equal to such Good Reason), until the expiration one-half of the Non-Competition Period (as defined below)remainder of the Continuation Period; (iv) the greater of: a thirty (A30) a prorated bonus for the year day period following termination in which employment terminatesthe Employee may exercise any vested stock options (all unvested options, prorated based on as well as shares of restricted stock issued under the number of days workedCorporation's long-term incentive plan/Success Sharing Program, or (B) an amount equal to fifty percent (50%) any subsequently adopted similar plan, shall automatically terminate and be canceled upon the Employee's termination of the average of the bonus payments made pursuant to Section 5 of this Agreement during the two (2) calendar years preceding such termination, if any, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable in either event as soon as administratively feasible following the end of the then fiscal year of the Company; provided, however, that this clause (iv) shall not be applicable in the event that the Executive's employment is terminated upon notice of nonrenewal provided by the Company under Section 2employment); (v) participation until the expiration end of the Non-Competition Continuation Period, subject to any employee contribution applicable to the Executive on the date of terminationthrough Corporation-paid COBRA premiums, continued participation in all of the Company's group medical and dental insurance plans in which he was participating on the date of his termination of employmentcoverage equivalent to that offered to active employees at such time (including spouse or family coverage, if applicable); provided that the Executive is entitled to continue such participation under applicable law and plan terms; (vi) reimbursement in accordance with this Agreement of any business expenses incurred by the Executive but not yet paid to him on the date of his termination of employment, payable as soon as administratively feasible following termination of employment; and (vii) full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. In the event that, under the terms of any employee benefit plan referred to in subsection 9(c)(v) above, the Executive may not continue his participation, he will be provided with the after-tax economic equivalent of the benefits provided under any plan in which he was previously eligible to participate for the period specified in subsection 9(c)(v) above. The economic equivalent of any benefit foregone will be deemed to be the cost that would be incurred by the Executive in obtaining such benefit on the lowest available individual basis. (d) Any amounts due under this Section 9 are in the nature of severance payments or liquidated damages or both, and will fully compensate the Executive and his dependents or beneficiaries, as the case may be, for any and all direct damages and consequential damages that any of them may suffer as a result of termination of the Executive's employment, and they are not in the nature of a penalty. (e) Notwithstanding anything contained herein, any obligation of the Company to the Executive under Sections 9(c)(iii), (iv), (v) and (vii) is conditioned upon (i) the Executive signing a release of claims in the form attached hereto as Exhibit A (the "Employee Release") within twenty-one days (or such greater period as the Company may specify) following the later of the date on which the Executive (or, in the case of termination by the Executive for Good Reason, the Company) receives notice of termination of employment or the date the Executive receives a copy of the Employee Release and upon the Executive not revoking the Employee Release in a timely manner thereafter and (ii) the Executive's continuing compliance with the provisions of Section 10. If the Executive breaches any provision of Section 10, upon written notice of such breach and request for repayment from the Company, the Executive shall promptly pay to the Company an amount equal to the sum of any cash payments previously paid to the Executive pursuant to Sections 9(c)(iii), (iv), (v) and (vii). Any such repayment shall not be the exclusive remedy for any such breach and the Company shall retain all rights to pursue other available remedies (whether at law or equity) for any such breach.the

Compensation Upon Termination. Upon termination of Employee’s employment effective during the Protection Period, Employee shall be entitled to the following compensation and benefits: (a) If Employee’s employment with the Executive's employment is Company shall be terminated as a result of (i) by the Executive's death Company for Cause or Disability, he, or his estate, will be entitled to: (i) any Base Salary earned but not yet paid; (ii) any bonus awarded by reason of Employee’s death, or (iii) by Employee without “Good Reason” pursuant to Section 5 of this Agreement 8(c), the Company shall pay Employee all amounts earned or accrued through the Termination Date, but not yet paidpaid as of the Termination Date, payable as soon as administratively feasible following termination including all Annual Compensation, reimbursement for reasonable and necessary expenses incurred by Employee on behalf of employment; (iii) a prorated bonus for the year in which his employment terminates, prorated based Company during the period ending on the number of days workedTermination Date, minus any bonus payments made pursuant to Section 5 of this Agreement together with accrued vacation pay, and paid-time-off (collectively “Accrued Compensation”), each in respect of accordance with the year containing the date of terminationapplicable policies, payable as soon as administratively feasible following the end of the then current fiscal year plans and practices of the Company; (iv) reimbursement in accordance with this Agreement of any business expense incurred by . In addition to the Executive but not yet paidforegoing, payable as soon as administratively feasible following termination of employment; and (v) other benefits accrued and earned by if the Executive through the date of his death or Disability in accordance with applicable plans and programs of the Company. (b) If the Executive's Employee’s employment is terminated by the Company for CauseDisability or by reason of the Employee’s death, the Company shall pay to the Employee or Employee’s beneficiaries an amount equal to the “Pro Rata Bonus” which shall mean an amount equal to 100% of the annual incentive bonus target that the Employee would have been eligible to receive for the Company’s fiscal year in which the Employee’s employment terminates, multiplied by a fraction, the numerator of which is the number of days in such fiscal year through the Termination Date and the denominator of which is 365. The Pro Rata Bonus shall be paid in a lump sum within sixty (60) days following the Termination Date. (b) If during the Protection Period the Employee’s employment with the Company shall be terminated (other than by reason of death) (i) by the Company other than for Cause or Disability, or (ii) by the Executive other than Employee for Good Reason, or as a result of notice of nonrenewal provided by then following the Company or Termination Date, subject to the Executive under Section 2conditions specified below, he will the Employee shall be entitled toto the following: (i) any Base Salary earned but not yet paid;The Company shall pay Employee all Accrued Compensation, payable in accordance with the applicable policies, plans and practices of the Company, and a Pro Rata Bonus, payable within sixty (60) days following the Termination Date. (ii) reimbursement The Company shall pay Employee, in accordance with this Agreement lieu of any business expense incurred by further compensation for periods subsequent to the Executive but not yet paidTermination Date, payable as soon as administratively feasible following termination of employment;a lump sum severance payment, in cash, in an amount equal to 2.99 times (2.99x) the Employee’s Severance Compensation. The lump sum severance payment described in this paragraph shall be paid within sixty (60) days after the Termination Date. (iii) As a condition of receiving payments and benefits provided in this subsection 9(b) other than Accrued Compensation, Employee shall execute and deliver to Company or Successor Employer the Waiver and Release Agreement (“Release”) in substantially the same form as attached hereto as Exhibit A. The severance payments and benefits accrued shall not be paid or provided unless the Employee has executed and earned delivered the Release within the timeframe specified by the Executive through the date of his termination in accordance Company consistent with applicable plans laws, and programs the Release has become irrevocable as provided therein. Prior to the Effective Date, the Company may revise the Release to conform to applicable law, so long as the Release does not increase the obligations of the Company;Employee thereunder. (iv) An Employee shall have the same rights as any other similarly situated terminated employee under the Black Hills Corporation Employee Health Care Plan, Group Insurance Plan for the Employees of Black Hills Corporation, and/or Black Hills Corporation Employee Flexible Benefits Plan (the “Plans”). In addition, if Employee, prior to the Executive's employment is terminated Termination Date, was enrolled in the medical, dental, vision, employee assistance program (“EAP”) and/or executive physical program (“EPP”) benefits (the “Benefits”) provided under the Plans (or successors thereto), the Company or the Successor Employer, or any affiliate of the Successor Employer as determined under the rules of Code Sections 414(b) and (c), shall at its expense continue on behalf of Employee and Employee’s dependents, if dependents were enrolled prior to the Termination Date, for a result period of notice of nonrenewal eighteen (18) months following the Termination Date, the benefits no less favorable than the benefit levels and coverage provided to and enrolled by the Executive Employee prior to the Termination Date. Employee shall pay the employee portion of applicable premiums required to be paid by similarly situated active employees (or retired employees in the case that the Employee is retired) of the Company. At its election, the Company may provide Employee and Employee’s dependents with taxable cash in the amount of the value of equivalent benefits outside the Welfare Benefits plans. The Company’s obligation with respect to the foregoing benefit shall be discontinued in the event that Employee becomes eligible for health, dental or vision benefits of a subsequent employer. For purposes of this provision, Employee shall have a duty to inform Company as to the terms and conditions of any subsequent employment and the corresponding benefits the Employee is eligible for in connection with such employment. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 2409A, he will amounts reimbursable to Employee under this Agreement shall be entitled paid to a prorated bonus for Employee on or before the last day of the year following the year in which his employment terminates, prorated based on the number expense was incurred and the amount of days worked, minus expenses eligible for reimbursement (and in-kind benefits provided to Employee) during one year may not affect amounts reimbursable or provided in any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; andsubsequent year. (v) If Employee was eligible for the Retiree Healthcare Plan immediately prior to a Change in Control, then as of Employee’s Termination Date, the Employee’s benefit under the Retiree Healthcare Plan shall be determined as if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Company under Section 2, he will be entitled to full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. (c) If the Executive's employment is terminated by the Company without Cause, or by the Executive for Good Reason, he will be entitled to: (i) any Base Salary earned but not yet paid; Employee had completed an additional three (3) Years of Plan Participation (as defined in the Retiree Healthcare Plan), and (ii) any bonus awarded pursuant to Section 5 Employee were three (3) years older for determining eligibility for plan benefits. Furthermore, if the Employee is not eligible for benefits after the age and participation adjustment, then the Retirement Medical Savings Account (after adjustment for three years of this Agreement but not yet paidparticipation) will be considered vested, payable as soon as administratively feasible following termination and upon attainment of employment; (iii) continuation of his Base Salary, at age 55 the rate in effect on the date of his termination of employment (which, in the case of a termination of the Executive for Good Reason pursuant to Section 8(d)(v), Employee shall be deemed eligible for Retiree Healthcare Plan benefits, with the vested Retirement Medical Savings Account available to be the rate in effect prior to giving any effect to the reduction in Base Salary giving rise to such Good Reason)offset premiums. At its election, until the expiration of the Non-Competition Period (as defined below); (iv) the greater of: (A) a prorated bonus for the year in which employment terminates, prorated based on the number of days worked, or (B) an amount equal to fifty percent (50%) of the average of the bonus payments made pursuant to Section 5 of this Agreement during the two (2) calendar years preceding such termination, if any, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable in either event as soon as administratively feasible following the end of the then fiscal year of the Company; provided, however, that this clause (iv) shall not be applicable in the event that the Executive's employment is terminated upon notice of nonrenewal provided by the Company under Section 2; (v) until may provide Employee and Employee’s dependents with equivalent benefits outside the expiration of the Non-Competition Period, subject to any employee contribution applicable to the Executive on the date of termination, continued participation in all of the Company's group medical and dental insurance plans in which he was participating on the date of his termination of employment, provided that the Executive is entitled to continue such participation under applicable law and plan terms;Retiree Healthcare Plan. (vi) reimbursement in accordance with this Agreement of any business expenses incurred by the Executive but not yet paid to him on the date of his termination of employment, payable as soon as administratively feasible following termination of employment; and (vii) full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. In the event that, under the terms of any employee benefit plan referred to in subsection 9(c)(v) above, the Executive may not continue his participation, he will be provided with the after-tax economic equivalent of the benefits provided under any plan in which he If Employee was previously eligible to participate for the period specified in subsection 9(c)(v) above. The economic equivalent of any benefit foregone will be deemed to be the cost that would be incurred by the Executive in obtaining such benefit on the lowest available individual basis. (d) Any amounts due under this Section 9 are a participant in the nature Restoration Plan and the Pension Plan immediately prior to a Change in Control, then as of severance payments or liquidated damages or bothEmployee’s Termination Date, and will fully compensate the Executive and his dependents or beneficiaries, Employee’s Restoration Plan benefit shall be determined as the case may be, for any and all direct damages and consequential damages that any of them may suffer as a result of termination of the Executive's employment, and they are not in the nature of a penalty. (e) Notwithstanding anything contained herein, any obligation of the Company to the Executive under Sections 9(c)(iii), (iv), (v) and (vii) is conditioned upon if (i) Employee completed three (3) additional years of Credited Service under the Executive signing a release of claims in the form attached hereto as Exhibit A (the "Employee Release") within twenty-one days (or such greater period as the Company may specify) following the later of the date on which the Executive (orPension Plan, in the case of termination by the Executive for Good Reason, the Company) receives notice of termination of employment or the date the Executive receives a copy of the Employee Release and upon the Executive not revoking the Employee Release in a timely manner thereafter and (ii) the Executive's continuing compliance with Employee received Annual Compensation during each additional year of Credited Service. For purposes of this subsection 9(b)(vi), if the provisions Employee is not entitled to any future benefit accruals in the Restoration Plan as of Section 10the Effective Date the Employee shall not receive any additional Credited Service or Annual Compensation when determining their Restoration benefit. Furthermore, the Employee shall be made 100% vested for purposes of the Restoration Plan, if the Employee is a participant in such plan (for purposes of this subsection) and is not already fully vested. (vii) If Employee was a participant in the Executive breaches Nonqualified Deferred Compensation Plan immediately prior to a Change in Control, then as of Employee’s Termination Date, Employee’s Non-Elective Account in the Nonqualified Deferred Compensation Plan shall become immediately vested and be determined as if (i) Employee had completed three (3) additional Plan Years of participation and earned the related Supplemental Matching Contributions, Supplemental Retirement Contributions, and Supplemental Target Contributions (all as defined in the Nonqualified Deferred Compensation Plan); no investment earnings shall be attributed for this additional period, and (ii) Employee received Annual Compensation during each additional Plan Year of participation. For purposes of this subsection 9(b)(vii), the additional contributions under the Nonqualified Deferred Compensation Plan (Supplemental Matching Contributions, Supplemental Retirement Contributions, and Supplemental Target Contributions) shall be determined without regard to any offsets from the Retirement Savings Plan. (This has the same effect as if the Supplemental Matching Contributions and Supplemental Retirement Contributions were determined on total pay rather than only on pay over IRS pay limits.) Notwithstanding any provision of Section 10, upon written notice of such breach and request for repayment from the Company, the Executive shall promptly pay herein to the Company an amount equal to contrary, if the sum Employee is a “specified employee” (as defined for purposes of Code Section 409A), no payment of any cash payments previously amount under this Section 9 that constitutes deferred compensation subject to Code Section 409A shall be made before the date which is six (6) months after the date of the Employee’s Termination Date, or such earlier date upon which such amount can be paid or provided under Code Section 409A without being subject to additional taxes thereunder. To the Executive pursuant extent that the Agreement provides for such nonqualified deferred compensation, it is intended to Sections 9(c)(iii)be compliant with Code Section 409A, (iv), (v) and (vii). Any such repayment shall not be the exclusive remedy for any such breach interpreted and the Company shall retain all rights to pursue other available remedies (whether at law or equity) for any such breachadministered accordingly.

Compensation Upon Termination. Upon termination of the Executive’s employment during the Term of this Agreement, the Executive shall be entitled to the following benefits: (a) If the Executive's ’s employment is terminated as a result by the Companies for Cause or by the Executive (other than for Good Reason), the Companies shall (subject to the Executive’s timely execution and non-revocation of the Executive's death Companies’ general waiver and release of claims agreement, except with respect to amounts payable under Section 13(c)(i), which shall be payable regardless of whether a general waiver and release of claims agreement is signed) pay the Executive all amounts earned or Disabilityaccrued hereunder through the Termination Date but not paid as of the Termination Date, he, or his estate, will be entitled to: including (i) any Base Salary earned but not yet paid; Salary, (ii) reimbursement for any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) a prorated bonus and all monies advanced or expenses incurred in connection with the Executive’s employment for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; (iv) reimbursement in accordance with this Agreement of any business expense reasonable and necessary expenses incurred by the Executive on behalf of the Companies for the period ending on the Termination Date, and (iii) any earned but not yet paid, payable as soon as administratively feasible following termination of employment; and (v) other benefits accrued and earned by the Executive through unpaid annual incentive amounts under Section 4 for any year completed prior to the date of his death or Disability in accordance with applicable plans and programs of the Companysuch termination (collectively, “Accrued Compensation”). (b) If the Executive's ’s employment with the Companies is terminated by reason of his death or Disability, then, in addition to Accrued Compensation, the Company for CauseCompanies shall provide the Executive with benefits or payments under any applicable disability or life insurance benefit plans, programs or arrangements maintained by the Executive other than for Good ReasonCompanies, or as a result of notice of nonrenewal which benefits shall be provided by the Company or the Executive under Section 2, he will and amounts shall be entitled to: (i) any Base Salary earned but not yet paid; (ii) reimbursement payable in accordance with this Agreement the terms and conditions of any business expense incurred by the Executive but not yet paidsuch employee benefit plans, payable as soon as administratively feasible following termination of employment; (iii) other benefits accrued and earned by the Executive through the date of his termination in accordance with applicable plans and programs of the Company; (iv) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Executive under Section 2, he will be entitled to a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; and (v) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Company under Section 2, he will be entitled to full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock unitsor arrangements. (c) If the Executive's ’s employment is terminated by the Company without Companies shall be terminated (1) by the Companies other than for Cause, Death or Disability, or (2) by the Executive for Good Reason, he will then the Executive shall (subject to the Executive’s timely execution and non-revocation of the Companies’ general waiver and release of claims agreement, except with respect to amounts payable under Section 13(c)(i), which shall be payable regardless of whether a general waiver and release of claims agreement is signed) be entitled toto the benefits provided below: (i) any Base Salary earned but not yet paidthe Company shall pay the Executive all Accrued Compensation; (ii) the Company shall pay the Executive as severance pay and in lieu of any bonus awarded pursuant further compensation for periods subsequent to Section 5 the Termination Date on the 45th day following the Termination Date as provided as follows: (1) In the case of termination of employment within the first twelve (12) months of this Agreement but not yet paidAgreement, payable an aggregate amount in cash equal to one and a half (1-1/2) times the sum of (A) the Executive’s Base Salary as soon as administratively feasible following in effect on the Termination Date, and (B) the target annual incentive amounts to be paid to the Executive with respect to the Plan Year under Section 4, if applicable, in which the Termination Date occurs; (2) In the case of termination of employmentemployment after the first twelve (12) months of this Agreement, an aggregate amount in cash equal to one (1) times the sum of (A) the Executive’s Base Salary as in effect on the Termination Date, and (B) the target annual incentive amounts to be paid to the Executive with respect to the Plan Year under Section 4, if applicable, in which the Termination Date occurs; or (3) In the case of termination of employment following a Change in Control, an aggregate amount in cash equal to two (2) times the sum of (A) the Executive’s Base Salary as in effect on the Termination Date, and (B) the target annual incentive amounts to be paid to the Executive with respect to the Plan Year under Section 4, if applicable, in which the Termination Date occurs; (iii) continuation of his Base Salary, at the rate in effect for a period beginning on the date 30th day following the Termination Date and ending on the earlier of his termination of employment (which, in the case of a termination of the Executive for Good Reason pursuant to Section 8(d)(v), shall be deemed to be the rate in effect prior to giving any effect to the reduction in Base Salary giving rise to such Good Reason), until the expiration of the Non-Competition Period (as defined below); (iv) the greater of: (A) a prorated bonus for the year in which employment terminates, prorated based on 30th day following the number of days worked, or eighteenth (18th) month after the Termination Date and (B) an amount equal to fifty percent (50%) of the average of the bonus payments made pursuant to Section 5 of this Agreement during the two (2) calendar years preceding such termination, if any, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable in either event as soon as administratively feasible following the end of the then fiscal year of the Company; provided, however, that this clause (iv) shall not be applicable in the event that the Executive's employment is terminated upon notice of nonrenewal provided by the Company under Section 2; (v) until the expiration of the Non-Competition Period, subject to any employee contribution applicable to the Executive on the date of termination, continued participation in all of the Company's group medical and dental insurance plans in which he was participating on the date of his termination of employment, provided that the Executive is entitled to continue such participation under applicable law and plan terms; (vi) reimbursement in accordance with this Agreement of any business expenses incurred by the Executive but not yet paid to him on the date of his termination of employment, payable as soon as administratively feasible following termination of employment; and (vii) full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. In the event that, under the terms of any employee benefit plan referred to in subsection 9(c)(v) above, the Executive may not continue his participation, he will be provided with the after-tax economic equivalent of the benefits provided under any plan in which he was previously eligible to participate for the period specified in subsection 9(c)(v) above. The economic equivalent of any benefit foregone will be deemed to be the cost that would be incurred by the Executive in obtaining such benefit on the lowest available individual basis. (d) Any amounts due under this Section 9 are in the nature of severance payments or liquidated damages or both, and will fully compensate the Executive and his dependents or beneficiaries, as the case may be, for any and all direct damages and consequential damages that any of them may suffer as a result of termination of the Executive's employment, and they are not in the nature of a penalty. (e) Notwithstanding anything contained herein, any obligation of the Company to the Executive under Sections 9(c)(iii), (iv), (v) and (vii) is conditioned upon (i) the Executive signing a release of claims in the form attached hereto as Exhibit A (the "Employee Release") within twenty-one days (or such greater period as the Company may specify) following the later of the date on which the Executive violates any restrictive covenant set forth in Section 14, Section 17, or Section 18 hereof, the Company shall at its expense continue on behalf of the Executive and his dependents and beneficiaries the employee benefits under Section 7 which were being provided to the Executive at the time Notice of Termination is given (or, if the Executive is terminated following a Change in Control, the benefits provided to the Executive at the time of the Change in Control, if greater). The parties intend that any continued medical and dental coverage paid in the case first eighteen (18) months following the Termination Date shall not constitute a “deferral of termination by compensation” under Treasury Regulation Section 1.409A-1(b). The Companies’ obligation hereunder with respect to the foregoing benefits shall cease if the Executive becomes eligible for Good Reasoncoverage for any such benefits pursuant to a subsequent employer’s benefit plans. This Section 13(c)(iii) shall not be interpreted so as to limit any benefits to which the Executive or his dependents may be entitled under any of the Companies’ employee benefit plans, programs or practices following the Company) receives notice Executive’s termination of employment. Notwithstanding anything in this Agreement to the contrary, in the event any benefit payments to which the Executive is entitled to under this Section 13 upon a termination of employment after a change in control are subject to an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), such benefit payments shall follow the “best net” approach being the higher of (A) the reduced payment to avoid excise taxes, or (B) the net after‑tax benefit if benefit payments are not reduced to avoid excise taxes and the Executive paid the excise taxes. (d) The amounts provided for in Sections 13(a) and 13(c)(i) shall be paid as soon as reasonably practicable after the Executive’s Termination Date (and in no event later than 30 days after the Termination Date occurs). (e) The Executive shall not be required to mitigate the amount of any payment, benefit or other obligation of the Companies provided for in this Agreement by seeking other employment or otherwise and no such payment, benefit or other obligation of the Companies shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment. (f) The intent of the parties is that payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code, corresponding regulations and other guidance (“Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith or exempt therefrom. (g) If the Companies reasonably determine that any amounts payable under this Agreement are likely to be subject to tax under Section 409A, the Company may adopt policies, procedures or amendments to this Agreement designed to mitigate or eliminate the amount of tax under Section 409A to which the Executive may be subject; provided that no such amendment shall be made that reduces the aggregate payments the Executive is entitled to receive under this Agreement. (h) For purposes of Section 409A, the Executive’s right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Companies. (i) Payments made pursuant to Section 13(c)(iii) shall be made, if at all, in monthly installments until the date on which such payments cease under Section 13(c)(iii)(A) or (B). (j) If the Executive receives is a copy “specified employee” as determined under Section 409A as of the Employee Release date of the Executive’s “separation from service” (within the meaning of Section 409A) and upon if any payment or benefit provided for in this Agreement or otherwise both (x) constitutes a “deferral of compensation” within the meaning of Section 409A and (y) cannot be paid or provided in the manner otherwise provided without subjecting the Executive not revoking to additional tax, interest or penalties under Section 409A, then any such payment or benefit shall be delayed until the Employee Release in a timely manner thereafter and earlier of (i) the date which is six (6) months after his “separation from service” for any reason other than death, or (ii) the date of the Executive's continuing compliance with the provisions of Section 10. If the Executive breaches any provision of Section 10, upon written notice of such breach and request for repayment from the Company, the Executive shall promptly pay to the Company an amount equal to the sum of any cash payments previously paid to the Executive pursuant to Sections 9(c)(iii), (iv), (v) and (vii). Any such repayment shall not be the exclusive remedy for any such breach and the Company shall retain all rights to pursue other available remedies (whether at law or equity) for any such breach’s death.

Compensation Upon Termination. Upon termination of Employee’s employment effective during the Protection Period, Employee shall be entitled to the following compensation and benefits: (a) If Employee’s employment with the Executive's employment is Company shall be terminated as a result of (i) by the Executive's death Company for Cause or Disability, he, or his estate, will be entitled to: (i) any Base Salary earned but not yet paid; (ii) any bonus awarded by reason of Employee’s death, or (iii) by Employee without “Good Reason” pursuant to Section 5 of this Agreement 8(c), the Company shall pay Employee all amounts earned or accrued through the Termination Date, but not yet paidpaid as of the Termination Date, payable as soon as administratively feasible following termination including all Annual Compensation, reimbursement for reasonable and necessary expenses incurred by Employee on behalf of employment; (iii) a prorated bonus for the year in which his employment terminates, prorated based Company during the period ending on the number of days workedTermination Date, minus any bonus payments made pursuant to Section 5 of this Agreement together with accrued vacation pay, and paid time off (collectively “Accrued Compensation”), each in respect of accordance with the year containing the date of terminationapplicable policies, payable as soon as administratively feasible following the end of the then current fiscal year plans and practices of the Company; (iv) reimbursement in accordance with this Agreement of any business expense incurred by . In addition to the Executive but not yet paidforegoing, payable as soon as administratively feasible following termination of employment; and (v) other benefits accrued and earned by if the Executive through the date of his death or Disability in accordance with applicable plans and programs of the Company. (b) If the Executive's Employee’s employment is terminated by the Company for CauseDisability or by reason of the Employee’s death, the Company shall pay to the Employee or Employee’s beneficiaries an amount equal to the “Pro Rata Bonus” which shall mean an amount equal to 100% of the annual incentive bonus target that the Employee would have been eligible to receive for the Company’s fiscal year in which the Employee’s employment terminates, multiplied by a fraction, the numerator of which is the number of days in such fiscal year through the Termination Date and the denominator of which is 365. The Pro Rata Bonus shall be paid in a lump sum within sixty (60) days following the Termination Date. (b) If during the Protection Period the Employee’s employment with the Company shall be terminated (other than by reason of death) (i) by the Company other than for Cause or Disability, or (ii) by the Executive other than Employee for Good Reason, or as a result of notice of nonrenewal provided by then following the Company or Termination Date, subject to the Executive under Section 2conditions specified below, he will the Employee shall be entitled toto the following: (i) any Base Salary earned but not yet paid;The Company shall pay Employee all Accrued Compensation, payable in accordance with the applicable policies, plans and practices of the Company, and a Pro Rata Bonus, payable within sixty (60) days following the Termination Date. (ii) reimbursement The Company shall pay Employee, in accordance with this Agreement lieu of any business expense incurred by further compensation for periods subsequent to the Executive but not yet paidTermination Date, payable as soon as administratively feasible following termination of employment;a lump sum severance payment, in cash, in an amount equal to two times (2x) the Employee’s Severance Compensation. The lump sum severance payment described in this paragraph shall be paid within sixty (60) days after the Termination Date. (iii) As a condition of receiving payments and benefits provided in this subsection 9(b) other than Accrued Compensation, Employee shall execute and deliver to Company or Successor Employer the Waiver and Release Agreement (“Release”) in substantially the same form as attached hereto as Exhibit A. The severance payments and benefits accrued shall not be paid or provided unless the Employee has executed and earned delivered the Release within the timeframe specified by the Executive through the date of his termination in accordance Company consistent with applicable plans laws, and programs the Release has become irrevocable as provided therein. Prior to the Effective Date, the Company may revise the Release to conform to applicable law, so long as the Release does not increase the obligations of the Company;Employee thereunder. (iv) An Employee shall have the same rights as any other similarly situated terminated employee under the Black Hills Corporation Employee Health Care Plan, Group Insurance Plan for the Employees of Black Hills Corporation, and/or Black Hills Corporation Employee Flexible Benefits Plan (the “Plans”). In addition, if Employee, prior to the Executive's employment is terminated Termination Date, was enrolled in the medical, dental, vision, employee assistance program (“EAP”) and/or executive physical program (“EPP”) benefits (the “Benefits”) provided under the Plans (or successors thereto), the Company or the Successor Employer, or any affiliate of the Successor Employer as determined under the rules of Code Sections 414(b) and (c), shall at its expense continue on behalf of Employee and Employee’s dependents, if dependents were enrolled prior to the Termination Date, for a result period of notice of nonrenewal eighteen (18) months following the Termination Date, the benefits no less favorable than the benefit levels and coverage provided to and enrolled by the Executive Employee prior to the Termination Date. Employee shall pay the employee portion of applicable premiums required to be paid by similarly-situated active employees (or retired employees in the case that the Employee is retired) of the Company. At its election, the Company may provide Employee and Employee’s dependents with taxable cash in the amount of the value of equivalent benefits outside the Welfare Benefits plans. The Company’s obligation with respect to the foregoing benefit shall be discontinued in the event that Employee becomes eligible for health, dental or vision benefits of a subsequent employer. For purposes of this provision, Employee shall have a duty to inform Company as to the terms and conditions of any subsequent employment and the corresponding benefits the Employee is eligible for in connection with such employment. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 2409A, he will amounts reimbursable to Employee under this Agreement shall be entitled paid to a prorated bonus for Employee on or before the last day of the year following the year in which his employment terminates, prorated based on the number expense was incurred and the amount of days worked, minus any bonus payments made pursuant expenses eligible for reimbursement (and in-kind benefits provided to Section 5 of this Agreement in respect of the Employee) during one year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; andmay not (v) If Employee was eligible for the Retiree Healthcare Plan immediately prior to a Change in Control, then as of Employee’s Termination Date, the Employee’s benefit under the Retiree Healthcare Plan shall be determined as if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Company under Section 2, he will be entitled to full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. (c) If the Executive's employment is terminated by the Company without Cause, or by the Executive for Good Reason, he will be entitled to: (i) any Base Salary earned but not yet paid; (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) continuation of his Base Salary, at the rate in effect on the date of his termination of employment (which, in the case of a termination of the Executive for Good Reason pursuant to Section 8(d)(v), shall be deemed to be the rate in effect prior to giving any effect to the reduction in Base Salary giving rise to such Good Reason), until the expiration of the Non-Competition Period (as defined below); (iv) the greater of: (A) a prorated bonus for the year in which employment terminates, prorated based on the number of days worked, or (B) Employee had completed an amount equal to fifty percent (50%) of the average of the bonus payments made pursuant to Section 5 of this Agreement during the additional two (2) calendar Years of Plan Participation (as defined in the Retiree Healthcare Plan), and (ii) Employee were two (2) years preceding such terminationolder for determining eligibility for plan benefits. Furthermore, if anythe Employee is not eligible for benefits after the age and participation adjustment, minus any bonus payments made pursuant then the Retirement Medical Savings Account (after adjustment for two years of participation) will be considered vested, and upon attainment of age 55 the Employee shall be deemed eligible for Retiree Healthcare Plan benefits, with the vested Retirement Medical Savings Account available to Section 5 of this Agreement in respect of the year containing the date of terminationoffset premiums. At its election, payable in either event as soon as administratively feasible following the end of the then fiscal year of the Company; provided, however, that this clause (iv) shall not be applicable in the event that the Executive's employment is terminated upon notice of nonrenewal provided by the Company under Section 2; (v) until may provide Employee and Employee’s dependents with equivalent benefits outside the expiration of the Non-Competition Period, subject to any employee contribution applicable to the Executive on the date of termination, continued participation in all of the Company's group medical and dental insurance plans in which he was participating on the date of his termination of employment, provided that the Executive is entitled to continue such participation under applicable law and plan terms;Retiree Healthcare Plan. (vi) reimbursement in accordance with this Agreement of any business expenses incurred by the Executive but not yet paid to him on the date of his termination of employment, payable as soon as administratively feasible following termination of employment; and (vii) full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. In the event that, under the terms of any employee benefit plan referred to in subsection 9(c)(v) above, the Executive may not continue his participation, he will be provided with the after-tax economic equivalent of the benefits provided under any plan in which he If Employee was previously eligible to participate for the period specified in subsection 9(c)(v) above. The economic equivalent of any benefit foregone will be deemed to be the cost that would be incurred by the Executive in obtaining such benefit on the lowest available individual basis. (d) Any amounts due under this Section 9 are a participant in the nature Restoration Plan and the Pension Plan immediately prior to a Change in Control, then as of severance payments or liquidated damages or bothEmployee’s Termination Date, and will fully compensate the Executive and his dependents or beneficiaries, Employee’s Restoration Plan benefit shall be determined as the case may be, for any and all direct damages and consequential damages that any of them may suffer as a result of termination of the Executive's employment, and they are not in the nature of a penalty. (e) Notwithstanding anything contained herein, any obligation of the Company to the Executive under Sections 9(c)(iii), (iv), (v) and (vii) is conditioned upon if (i) Employee completed two (2) additional years of Credited Service under the Executive signing a release of claims in the form attached hereto as Exhibit A (the "Employee Release") within twenty-one days (or such greater period as the Company may specify) following the later of the date on which the Executive (orPension Plan, in the case of termination by the Executive for Good Reason, the Company) receives notice of termination of employment or the date the Executive receives a copy of the Employee Release and upon the Executive not revoking the Employee Release in a timely manner thereafter and (ii) the Executive's continuing compliance with Employee received Annual Compensation during each additional year of Credited Service. For purposes of this subsection 9(b)(vi), if the provisions Employee is not entitled to any future benefit accruals in the Restoration Plan as of Section 10the Effective Date the Employee shall not receive any additional Credited Service or Annual Compensation when determining their Restoration benefit. Furthermore, the Employee shall be made 100% vested for purposes of the Restoration Plan, if the Employee is a participant in such plan (for purposes of this subsection) and is not already fully vested. (vii) If Employee was a participant in the Executive breaches Nonqualified Deferred Compensation Plan immediately prior to a Change in Control, then as of Employee’s Termination Date, Employee’s Non-Elective Account in the Nonqualified Deferred Compensation Plan shall become immediately vested and be determined as if (i) Employee had completed two (2) additional Plan Years of participation and earned the related Supplemental Matching Contributions, Supplemental Retirement Contributions, and Supplemental Target Contributions (all as defined in the Nonqualified Deferred Compensation Plan); no investment earnings shall be attributed for this additional period, and (ii) Employee received Annual Compensation during each additional Plan Year of participation. For purposes of this subsection 9(b)(vii), the additional contributions under the Nonqualified Deferred Compensation Plan (Supplemental Matching Contributions, Supplemental Retirement Contributions, and Supplemental Target Contributions) shall be determined without regard to any offsets from the Retirement Savings Plan. (This has the same effect as if the Supplemental Matching Contributions and Supplemental Retirement Contributions were determined on total pay rather than only on pay over IRS pay limits.) (viii) Notwithstanding any provision of Section 10, upon written notice of such breach and request for repayment from the Company, the Executive shall promptly pay herein to the Company an amount equal to contrary, if the sum Employee is a “specified employee” (as defined for purposes of Code Section 409A), no payment of any cash payments previously amount under this Section 9 that constitutes deferred compensation subject to Code Section 409A shall be made before the date which is six (6) months after the date of the Employee’s Termination Date, or such earlier date upon which such amount can be paid or provided under Code Section 409A without being subject to additional taxes thereunder. To the Executive pursuant extent that the Agreement provides for such nonqualified deferred compensation, it is intended to Sections 9(c)(iii)be compliant with Code Section 409A, (iv), (v) and (vii). Any such repayment shall not be the exclusive remedy for any such breach interpreted and the Company shall retain all rights to pursue other available remedies (whether at law or equity) for any such breachadministered accordingly.

Compensation Upon Termination. (a) If Except as provided further in this Section 6(a), if the Executive's ’s employment is terminated as a result terminated: (i) by the Company for Cause; or (ii) by reason of the Executive's ’s death or Disability; or (iii) pursuant to a Notice of Non-Renewal delivered by the Executive; or (iv) by the Executive by delivery of a written notice of resignation without Good Reason, the Company’s sole obligations hereunder will be to pay the Executive or his estate on the Termination Date the following amounts earned hereunder but not paid as of the Termination Date: (i) Base Salary, (ii) reimbursement for any and all monies advanced or expenses incurred pursuant to Section 4(a) through the Termination Date, provided the Executive has submitted appropriate documentation for such expenses, and (iii) the amount of the Executive’s accrued but unpaid vacation time (together, these amounts will be referred to as the “Accrued Obligations”). In addition to the Accrued Obligations, in the event the Executive’s employment terminates by reason of the Executive’s death or Disability, he, the Executive or his estate, estate will be entitled to: (i) paid an amount equal to 24 months of his Base Salary, offset, in the event of termination due to Disability by the amount of any Base Salary earned but not yet payment received under the Company’s disability policies covering the Executive, which amount shall be paid in a single lump Sum on the 30th business day following the Executive’s death or Disability. In the event the Executive’s employment terminates by reason of the Executive’s death or Disability, the Executive or his estate also will be paid his Annual Bonus, pro-rated for his actual period of service during the fiscal year in which such termination of employment occurs and based on actual performance. Such Annual Bonus will be paid at the time such Annual Bonus would otherwise have been paid; (ii) . Further, in the event the Executive’s employment terminates by reason of the Executive’s death or Disability, any bonus awarded pursuant unvested stock options will vest and all of the Executive’s outstanding stock options will remain exercisable for a period of one year from the date of such termination, provided that in no event shall such options be exercisable after the expiration of the option term. In addition, any unvested Stock Units will vest immediately upon such termination and be paid to Section 5 of this Agreement but not yet paid, payable the Executive or his estate as soon as administratively feasible following termination practicable after vesting, but in no event later than 21/2 months after the close of employment; (iii) a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus such vesting occurs. The Executive’s entitlement to any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; (iv) reimbursement other benefits will be determined in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; and (v) other benefits accrued and earned by the Executive through the date of his death or Disability in accordance with applicable plans and programs of the Company’s employee benefit plans then in effect. (b) If the Executive's ’s employment is terminated prior to a Change in Control (as defined in Section 6(c)): (i) by the Company for any reason other than for Cause; (ii) by the Executive for Good Reason, the Executive will, in addition to the Accrued Obligations, be entitled to the following compensation and benefits from the Company, provided and only if he (1) executes and delivers to the Company a general release (substantially in the form of attached Exhibit A) which becomes effective and enforceable in accordance with applicable law and (2) complies with the restrictive covenants set forth in Sections 9 and 10: (i) an amount equal to the Executive’s Base Salary for the greater of (1) the remainder of the Term or (2) twenty-four (24) months (the “Severance Period”). One-half (1/2) of this amount will be paid on the fifth business day following the Termination Date and one-half (1/2) will be paid in accordance with the Company’s normal payroll practices; (ii) any Annual Bonus earned but unpaid as of the Termination Date, which amount shall be paid in a single lump sum on the 30th business day following the Termination Date; (iii) except as otherwise provided in (vi), below, continued exercisability of vested stock options for a period of three months following the Termination Date; provided that in no event shall such options be exercisable after the expiration of the option term; (iv) provided the Executive and/or his dependents are eligible and timely elect to continue their healthcare coverage under the Company’s group health plan pursuant to their rights under COBRA, continued coverage under such plan at the Company’s expense until the earliest of (A) the end of the twelve (12)-month period measured from the Termination Date, (B) the date that the Executive and/or his eligible dependents are no longer eligible for COBRA coverage, and (C) the date that the Executive becomes eligible for such coverage under the health plan of any new employer (the Executive agrees to provide the Company with written notice of such eligibility within ten calendar days); (v) the Executive’s entitlement to any other benefits will be determined in accordance with the Company’s employee benefit plans then in effect; and. (vi) in the event the Executive’s employment is terminated by the Company for Cause, or by the Executive other than for Good Reason, or as all non-vested Options previously granted to Executive shall immediately vest and remain exercisable for a result period of notice one year following the Termination Date; provided that in no event shall such options be exercisable after the expiration of nonrenewal provided by the Company or the Executive under Section 2option term, he will and all non-vested Stock Units shall vest immediately and be entitled to: (i) any Base Salary earned but not yet paid; (ii) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable settled as soon as administratively feasible following termination practicable, but in no event later than 21/2 months after the close of employment; (iii) other benefits accrued and earned by the Executive through the date of his termination in accordance with applicable plans and programs of the Company; (iv) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Executive under Section 2, he will be entitled to a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; and (v) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Company under Section 2, he will be entitled to full such vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock unitsoccurs. (c) If the Executive's ’s employment is terminated by on or before the Company without Cause, or by the Executive for Good Reason, he will be entitled to: (i) any Base Salary earned but not yet paid; (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) continuation of his Base Salary, at the rate in effect on the date of his termination of employment (which, in the case second anniversary of a termination of the Executive for Good Reason pursuant to Section 8(d)(v), shall be deemed to be the rate Change in effect prior to giving any effect to the reduction in Base Salary giving rise to such Good Reason), until the expiration of the Non-Competition Period Control (as defined below); ): (ivi) the greater of: (A) a prorated bonus for the year in which employment terminates, prorated based on the number of days worked, or (B) an amount equal to fifty percent (50%) of the average of the bonus payments made pursuant to Section 5 of this Agreement during the two (2) calendar years preceding such termination, if any, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable in either event as soon as administratively feasible following the end of the then fiscal year of the Company; provided, however, that this clause (iv) shall not be applicable in the event that the Executive's employment is terminated upon notice of nonrenewal provided by the Company under Section 2; (v) until the expiration of the Non-Competition Period, subject to any employee contribution applicable to the Executive on the date of termination, continued participation in all of the Company's group medical and dental insurance plans in which he was participating on the date of his termination of employment, provided that the Executive is entitled to continue such participation under applicable law and plan terms; (vi) reimbursement in accordance with this Agreement of any business expenses incurred by the Executive but not yet paid to him on the date of his termination of employment, payable as soon as administratively feasible following termination of employment; and (vii) full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. In the event that, under the terms of any employee benefit plan referred to in subsection 9(c)(v) above, the Executive may not continue his participation, he will be provided with the after-tax economic equivalent of the benefits provided under any plan in which he was previously eligible to participate for the period specified in subsection 9(c)(v) above. The economic equivalent of any benefit foregone will be deemed to be the cost that would be incurred by the Executive in obtaining such benefit on the lowest available individual basis. (d) Any amounts due under this Section 9 are in the nature of severance payments or liquidated damages or both, and will fully compensate the Executive and his dependents or beneficiaries, as the case may be, for any and all direct damages and consequential damages that any of them may suffer as a result of termination of the Executive's employment, and they are not in the nature of a penalty. reason other than for Cause; (eii) Notwithstanding anything contained herein, any obligation of the Company to the Executive under Sections 9(c)(iii), (iv), (v) and (vii) is conditioned upon (i) the Executive signing a release of claims in the form attached hereto as Exhibit A (the "Employee Release") within twenty-one days (or such greater period as the Company may specify) following the later of the date on which the Executive (or, in the case of termination by the Executive for Good Reason, the Executive will, in addition to the Accrued Obligations, be entitled to the following compensation and benefits from the Company, provided and only if he (i) receives notice executes and delivers to the Company a general release (substantially in the form of termination of employment or the date the Executive receives a copy of the Employee Release attached Exhibit A) which becomes effective and upon the Executive not revoking the Employee Release enforceable in a timely manner thereafter accordance with applicable law and (ii) complies with the restrictive covenants set forth in Sections 9 and 10: (i) an amount equal to two times the Executive's continuing compliance ’s Base Salary in effect on the Termination Date plus two times the Annual Bonus paid or payable to Executive with respect to the year preceding such Termination Date, such amount to be paid in equal increments, in accordance with the provisions Company’s normal payroll practices, for twenty-four (24) months (the “Change in Control Severance Period”); (ii) All non-vested Options previously granted to Executive shall immediately vest and remain exercisable for a period of Section 10. If one year following the Termination Date; provided that in no event shall such options be exercisable after the expiration of the option term; (iii) All non-vested Stock Units shall vest immediately and be and be settled as soon as practicable, but in no event later than 21/2 months after the close of the year in which such vesting occurs; (iv) provided the Executive breaches and/or his dependents are eligible and timely elect to continue their healthcare coverage under the Company’s group health plan pursuant to their rights under COBRA, continued coverage under such plan at the Company’s expense until the earliest of (A) the end of the twelve (12)-month period measured from the Termination Date, (B) the date that the Executive and/or his eligible dependents are no longer eligible for COBRA coverage, and (C) the date that the Executive becomes eligible for such coverage under the health plan of any provision of Section 10, upon new employer (the Executive agrees to provide the Company with written notice of such breach and request for repayment from eligibility within ten calendar days); and (v) the Executive’s entitlement to any other benefits will be determined in accordance with the Company, the Executive shall promptly pay ’s employee benefit plans then in effect; Notwithstanding anything contained herein to the Company an amount equal to the sum of any cash payments previously paid contrary, benefits provided to the Executive pursuant to Sections 9(c)(iii), under this Section 6(c) shall in no event exceed the maximum benefit amount payable without triggering the imposition of taxes under Section 4999 of the Internal Revenue Code (iv), (v) and (viithe “Code”). Any Executive agrees to a reduction of the benefits described under this Section 6(c) as necessary to prevent such repayment shall not be the exclusive remedy for any such breach and the Company shall retain all rights to pursue other available remedies (whether at law or equity) for any such breach.benefits from constituting a parachute payment under Code Section 280G.

Compensation Upon Termination. Upon termination of Executive's employment during the Employment Term, Executive shall be entitled to the following benefits: (a) If the Executive's employment is terminated as a result of the Executive's death or Disability, he, or his estate, will be entitled to: (i) any Base Salary earned but not yet paid; (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; (iv) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; and (v) other benefits accrued and earned by the Executive through the date of his death or Disability in accordance with applicable plans and programs of the Company. (b) If the Executive's employment is terminated by the Company for Cause, or by the Executive for any reason other than for Good Reason, or as a result of notice of nonrenewal provided by the Company shall pay to Executive all amounts earned or accrued hereunder through the Executive under Section 2Termination Date but not paid as of the Termination Date, he will be entitled to: including (i) any Base Salary earned but not yet paid; Salary, (ii) reimbursement in accordance with this Agreement of any business expense incurred by the Executive accrued but not yet paidunpaid vacation pay, payable as soon as administratively feasible following termination of employment; (iii) other benefits accrued any earned or awarded and earned by the Executive through the date of his termination in accordance with applicable plans and programs vested, but unpaid bonus for any fiscal year of the Company; (iv) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Executive under Section 2, he will be entitled Company ending prior to a prorated bonus for the year in which his employment terminatessuch termination occurs and (iv) any previous compensation which Executive has previously deferred (including any interest earned or credited thereon) (collectively, prorated based on the number of days worked, minus "Accrued Compensation"). Executive's entitlement to any bonus payments made pursuant to Section 5 of this Agreement other benefits shall be determined in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of accordance with the Company; and (v) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Company under Section 2, he will be entitled to full vesting of any unvested equity incentives, including without limitation stock options, restricted stock employee benefit plans and deferred restricted stock unitsother applicable programs and practices then in effect. (cb) If the Subject to Section 7(c), if Executive's employment is terminated by the Company without for any reason other than for Cause, death or Disability, or by the Executive for Good Reason, he will be entitled to: the Company shall pay to Executive an amount equal to (i) any Base Salary earned but not yet paid; all Accrued Compensation, plus (ii) any bonus awarded pursuant to Section 5 200% of this Agreement but not yet paidExecutive's Base Salary, payable as soon as administratively feasible following termination of employment; plus (iii) continuation the bonus which would have been payable to Executive under the Management Incentive Plan in respect of his Base Salarythe year of the Employment Term in which the Termination Date occurs and calculated as if Executive were employed by the Company as of the end of such year (but, at to the rate in effect extent the bonus is contingent on the date achievement of his termination of employment (whichperformance targets, in the case of a termination based on whether such targets were actually achieved as of the Executive for Good Reason pursuant Termination Date) multiplied by a fraction, the numerator of which shall be the number of days in such year which have elapsed prior to the Termination Date and the denominator of which shall be the number of days in such year. For purposes of this Section 8(d)(v7(b), Base Salary shall be deemed to be the rate highest base salary in effect during the three year period prior to giving any effect termination. The Company shall also provide outplacement services consistent with outplacement services provided to executive officers in the reduction in Base Salary giving rise to such Good Reason), until the expiration of the Non-Competition Period (as defined below); (iv) the greater of: (A) a prorated bonus for the year in which employment terminates, prorated based on the number of days worked, or (B) an amount equal to fifty percent (50%) of the average of the bonus payments made pursuant to Section 5 of this Agreement during the two (2) calendar years preceding such termination, if any, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable in either event as soon as administratively feasible following the end of the then fiscal year of the Companypast; provided, however, that no payment shall be made to Executive in lieu of outplacement services. In addition, Executive shall be entitled to coverage for twenty-four (24) calendar months following the month on which the Termination Date occurs under the life insurance, medical, dental and hospitalization benefits which Executive would have been entitled to receive if he had continued her employment with the Company for such period, on the terms and conditions applicable to other executive officers of the Company as in effect from time to time during such period. Executive's entitlement to any other benefits shall be determined in accordance with the Company's employee benefit plans and other programs and practices then in effect. All outstanding stock options granted or issued pursuant to this clause Agreement shall become exercisable, vested and nonforfeitable. (ivc) shall not be applicable in the event that the If Executive's employment is terminated upon notice of nonrenewal provided by the Company under Section 2; (v) until is terminated by the expiration Company following a Change of the Non-Competition PeriodControl other than for Cause, subject to any employee contribution applicable death or Disability, or by Executive for Good Reason, then Executive shall be entitled to the amounts described in paragraph (b) above, except that in applying clause (iii) thereof, it shall be assumed that the bonus to which the Executive on the date shall be entitled shall be equal to 40% of termination, continued participation in all Base Salary irrespective of the Company's group medical and dental insurance plans in which he was participating on performance or the date of his on which the termination of employment, provided that the Executive is entitled to continue such participation under applicable law and plan terms; (vi) reimbursement in accordance with this Agreement of any business expenses incurred by the Executive but not yet paid to him on the date of his termination of employment, payable as soon as administratively feasible following termination of employment; and (vii) full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. In the event that, under the terms of any employee benefit plan referred to in subsection 9(c)(v) above, the Executive may not continue his participation, he will be provided with the after-tax economic equivalent of the benefits provided under any plan in which he was previously eligible to participate for the period specified in subsection 9(c)(v) above. The economic equivalent of any benefit foregone will be deemed to be the cost that would be incurred by the Executive in obtaining such benefit on the lowest available individual basisoccurs. (d) Any amounts due under For purposes of this Section 9 are in the nature Agreement, a "Change of severance payments or liquidated damages or both, and will fully compensate the Executive and his dependents or beneficiaries, as the case may be, for any and all direct damages and consequential damages that Control" shall mean any of them may suffer as a result of termination of the Executive's employment, and they are not in the nature of a penalty. (e) Notwithstanding anything contained herein, any obligation of the Company to the Executive under Sections 9(c)(iii), (iv), (v) and (vii) is conditioned upon (i) the Executive signing a release of claims in the form attached hereto as Exhibit A (the "Employee Release") within twenty-one days (or such greater period as the Company may specify) following the later of the date on which the Executive (or, in the case of termination by the Executive for Good Reason, the Company) receives notice of termination of employment or the date the Executive receives a copy of the Employee Release and upon the Executive not revoking the Employee Release in a timely manner thereafter and (ii) the Executive's continuing compliance with the provisions of Section 10. If the Executive breaches any provision of Section 10, upon written notice of such breach and request for repayment from the Company, the Executive shall promptly pay to the Company an amount equal to the sum of any cash payments previously paid to the Executive pursuant to Sections 9(c)(iii), (iv), (v) and (vii). Any such repayment shall not be the exclusive remedy for any such breach and the Company shall retain all rights to pursue other available remedies (whether at law or equity) for any such breach.events:

Compensation Upon Termination. (a) If In the Executive's event that the Company terminates the Employee’s employment is terminated as hereunder due to a result of Termination for Cause or the Executive's death or DisabilityEmployee voluntarily terminates employment with the Company without Good Reason, he, or his estate, will the Employee shall be entitled to: (i) any Base Salary earned to accrued but not yet paid; (ii) any bonus awarded pursuant unpaid Salary, reimbursable expenses and benefits owing to Section 5 of this Agreement but not yet paidEmployee through the day on which Employee is terminated, payable as soon as administratively feasible following termination of employment; (iii) a prorated bonus for the year in which his employment terminatesand pro-rata Commissions, prorated based on the number of days workedBonus, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the Shares through date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; (iv) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; and (v) other benefits accrued and earned by the Executive through the date of his death or Disability in accordance with applicable plans and programs of the Company. (b) If In the Executive's employment is terminated by event that the Company for terminates the Employee’s employment hereunder due to a Termination without Cause, or by the Executive other than for Good Reason, or as a result of notice of nonrenewal provided by the Company or the Executive under Section 2, he will be entitled to: (i) any Base Salary earned but not yet paid; (ii) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) other benefits accrued and earned by the Executive through the date of his termination in accordance with applicable plans and programs of the Company; (iv) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Executive under Section 2, he will Employee shall be entitled to compensation, including Base Salary and insurance benefits for a prorated bonus for period of three (3) months from the year in which his employment terminateseffective date of termination (the “Severance Period”), prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the and Commissions/Shares/Bonus earned through date of termination, payable if any. The Employee’s reimbursable expenses shall be paid within 15 days of Termination. Except as soon as administratively feasible following the end of the then current fiscal year of the Company; and (v) if the Executive's employment is terminated as a result of notice of nonrenewal provided otherwise contemplated by the Company under Section 2this Agreement, he Employee will not be entitled to full vesting any other compensation upon termination of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock unitsthis Agreement. (c) If the Executive's employment is terminated by the Company without Cause, or by the Executive for Good Reason, he will be entitled to: (i) any Base Salary earned but not yet paid; (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) continuation of his Base Salary, at the rate in effect on the date of his termination of employment (which, in the case of a termination of the Executive for Good Reason pursuant to Section 8(d)(v), shall be deemed The salary and fringe benefits to be paid are referred to herein as the rate in effect prior to giving any effect to the reduction in Base Salary giving rise to such Good Reason), until the expiration of the Non-Competition Period (as defined below); (iv) the greater of: (A) a prorated bonus for the year in which employment terminates, prorated based on the number of days worked, or (B) an amount equal to fifty percent (50%) of the average of the bonus payments made pursuant to Section 5 of this Agreement during the two (2) calendar years preceding such termination, if any, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable in either event as soon as administratively feasible following the end of the then fiscal year of the Company; provided, however, that this clause (iv) “Termination Compensation.” Employee shall not be applicable in the event that the Executive's employment is terminated upon notice of nonrenewal provided by the Company under Section 2; (v) until the expiration of the Non-Competition Period, subject entitled to any employee contribution applicable to the Executive on the date of terminationTermination Compensation unless, continued participation in Employee complies with all of the Company's group medical and dental insurance plans in which he was participating on the date of his termination of employment, provided that the Executive is entitled to continue such participation under applicable law and plan terms; (vi) reimbursement in accordance with this Agreement surviving provisions of any business expenses incurred by the Executive but not yet paid to him on the date of his termination of employment, payable as soon as administratively feasible following termination of employment; and (vii) full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. In the event that, under the terms of any employee benefit plan referred to in subsection 9(c)(v) above, the Executive confidentiality agreement that Employee may not continue his participation, he will be provided with the after-tax economic equivalent of the benefits provided under any plan in which he was previously eligible to participate for the period specified in subsection 9(c)(v) above. The economic equivalent of any benefit foregone will be deemed to be the cost that would be incurred by the Executive in obtaining such benefit on the lowest available individual basishave signed. (d) Any amounts due under If Employee terminates this Section 9 are in Agreement by providing appropriate notice, the nature of severance payments or liquidated damages or bothCompany, and will fully compensate the Executive and his dependents or beneficiariesat its election, as the case Company may be, for any and all direct damages and consequential damages that any of them may suffer as a result of termination of the Executive's employment, and they are not in the nature of a penalty. (e) Notwithstanding anything contained herein, any obligation of the Company to the Executive under Sections 9(c)(iii), (iv), (v) and (vii) is conditioned upon (i) require Employee to continue to perform duties hereunder for the Executive signing a release of claims in the form attached hereto as Exhibit A (the "Employee Release") within twenty-one days (full notice period, or such greater period as the Company may specify) following the later of the date on which the Executive (or, in the case of termination by the Executive for Good Reason, the Company) receives notice of termination of employment or the date the Executive receives a copy of the Employee Release and upon the Executive not revoking the Employee Release in a timely manner thereafter and (ii) the Executive's continuing compliance with the provisions of Section 10. If the Executive breaches terminate Employee employment at any provision of Section 10time during such notice period, upon written notice of provided that any such breach and request for repayment from the Company, the Executive shall promptly pay to the Company an amount equal to the sum of any cash payments previously paid to the Executive pursuant to Sections 9(c)(iii), (iv), (v) and (vii). Any such repayment termination shall not be deemed to be a termination without cause of Employee ‘s employment by the exclusive remedy for any such breach Company. Unless otherwise provided by this Section, all compensation and the benefits paid by Company to Employee shall retain all rights to pursue other available remedies (whether at law or equity) for any such breachcease upon his last day of employment.

Compensation Upon Termination. Upon termination of Employee’s employment, prior to the end of the Protection Period, Employee shall be entitled to the following compensation and benefits: (a) If Employee’s employment with the Executive's Company shall be terminated (i) by the Company for Cause or Disability, or (ii) by reason of Employee’s death, or (iii) by Employee without “Good Reason” pursuant to Section 9(c), the Company shall pay Employee all amounts earned or accrued through the Termination Date, but not paid as of the Termination Date, including all Annual Compensation, reimbursement for reasonable and necessary expenses incurred by Employee on behalf of the Company during the period ending on the Termination Date, together with accrued vacation pay, and paid time off (collectively “Accrued Compensation”). In addition to the foregoing, if the Employee’s employment is terminated as a result by the Company for Disability or by reason of the Executive's death or DisabilityEmployee’s death, he, the Company shall pay to the Employee or his estate, will be entitled to: (i) any Base Salary earned but not yet paid; (ii) any beneficiaries an amount equal to the “Pro Rata Bonus” shall mean an amount equal to 100% of the target bonus awarded pursuant that the Employee would have been eligible to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) a prorated bonus receive for the Company’s fiscal year in which his the Employee’s employment terminates, prorated based on multiplied by a fraction, the numerator of which is the number of days worked, minus any bonus payments made pursuant to in such fiscal year through the Termination Date and the denominator of which is 365. All amounts payable under this Section 5 of this Agreement 10(a) shall be paid in respect of the year containing the date of termination, payable as soon as administratively feasible a lump sum within 60 days following the end of the then current fiscal year of the Company; (iv) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; and (v) other benefits accrued and earned by the Executive through the date of his death or Disability in accordance with applicable plans and programs of the CompanyEmployee’s Termination Date. (b) If the Executive's Employee’s employment is with the Company shall be terminated (other than by reason of death) (i) by the Company other than for CauseCause or Disability, or (ii) by the Executive other than Employee for Good Reason, or as a result of notice of nonrenewal provided by then following his Termination Date, the Company or the Executive under Section 2, he will Employee shall be entitled toto the following: (i) any Base Salary earned but not yet paid;The Company shall pay Employee all Accrued Compensation and a Pro Rata Bonus. (ii) reimbursement The Company shall pay Employee, in accordance with this Agreement lieu of any business expense incurred further compensation for periods subsequent to the Termination Date, a lump sum severance payment, in cash, in an amount equal to (w) two times (x) the Employee’s Severance Compensation. Notwithstanding the foregoing, if the Employee is an executive officer who has attained the age of 63 on the Termination Date, the severance payment to be paid under this subsection shall be the amount described above multiplied by a fraction, the Executive but not yet paidnumerator of which shall be the number of days remaining until the Employee’s 65th birthday, payable and the denominator of which shall be 730. The lump sum severance payment described in this paragraph shall be paid within 60 days after the Employee’s Termination Date (unless the Company’s deduction for the payment is restricted by Code Section 162(m), in which case payment must be made as soon as administratively feasible following termination of employment;practicable or as soon as the payment becomes deductible). (iii) Within ten (10) business days after the Termination Date, and as a condition of receiving payments provided in subsection 10(b)(ii) above, Employee shall execute and deliver to Company the Waiver and Release Agreement (“Release”) in the same form as attached hereto as Exhibit A. The severance payment shall not be paid unless the Employee has executed and delivered the Release, and the Release has become irrevocable as provided therein. Prior to the Effective Date, the Company may revise the Release to conform to applicable law, so long as the Release does not increase the obligations of Employee thereunder. (iv) If Employee, prior to the Termination Date, was a participant in any Welfare Benefits, the Company or the Successor Employer, or any affiliate of the Successor Employer as determined under the rules of Code Sections 414(b) and (c), shall at its expense continue on behalf of Employee and his dependents and beneficiaries, for a period of two (2) years following the Termination Date, the Welfare Benefits or similar benefits no less favorable than the benefit levels and coverage provided to Employee prior to the Termination Date. Employee shall pay the employee portion of applicable premiums required to be paid by similarly-situated active employees of the Company. At its election, the Company may provide Employee and his dependents with equivalent benefits outside the Welfare Benefits plans or by providing Employee cash payments, payable at the same times as the Company normally pays for Welfare Benefits plan premiums, as fully sufficient for Employee to purchase equivalent benefits, so long as the net after-tax benefit is the same as if the Employee had remained an employee, and the benefits made available to Employee provide no loss or discontinuation of benefits and full waiver of any preexisting condition of the Employee and any of the Employee’s dependents. The Company’s obligation with respect to the foregoing benefit shall be discontinued in the event that Employee becomes covered under the health insurance coverage of a subsequent employer, other than the Successor Employer or any affiliate thereof, which does not contain any exclusion or limitation with respect to any preexisting condition of the Employee and his dependents. For purposes of this provision, Employee shall have a duty to inform Company as to the terms and conditions of any subsequent employment and the corresponding benefits accrued earned from such employment. The continued coverage or provision of equivalent benefits under this subsection 10(b)(iv) or subsection 10(b)(v) shall be provided in a manner that is intended to satisfy an exception to Code Section 409A, and earned therefore not treated as an arrangement providing for nonqualified deferred compensation that is subject to taxation under Code Section 409A, including (i) providing such benefits on a nontaxable basis to Employee, (ii) providing for the reimbursement of medical expenses incurred during the time period during which Employee would be entitled to continuation coverage under a group health plan of the Company pursuant to Code Section 4980B (i.e., COBRA continuation coverage), (iii) providing that such benefits constitute the reimbursement or provision of in-kind benefits payable at a specified time or pursuant to a fixed schedule as permitted under Code Section 409A, or (4) such other manner as determined to be in compliance with an exception from being treated as nonqualified deferred compensation that is subject to taxation under Code Section 409A. (v) Following the two (2) year period described in subsection 10(b)(iv), Employee may elect to receive coverage under employee welfare benefit plans of the Successor Employer at his then-current level of benefits (or reduced coverage at Employee’s election) by paying the Executive premiums charged to regular full-time employees for such coverage. Such coverage shall provide benefits no less favorable than the benefits and coverage provided in the Welfare Benefits, with no loss or discontinuation of benefits, and full waiver of any preexisting condition of the Employee and any of the Employee’s dependents. In the event of this election, Employee shall be eligible to receive such coverage, through the date of his termination in accordance with applicable plans retirement, and programs of subsequently shall be eligible to continue coverage under the Company; (iv) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Executive under Section 2, he will be entitled to a prorated bonus Successor Employer’s retiree health coverage for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; and (v) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Company under Section 2, he will be entitled to full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock unitssimilarly-situated employees or former employees. (cvi) If Employee was a participant in the Executive's employment is terminated by 2005 Pension Equalization Plan immediately prior to a Change in Control, then as of Employee’s Termination Date, the Company without Cause, or by Employee’s benefit under the Executive for Good Reason, he will 2005 Pension Equalization Plan shall be entitled to: determined as if (i) any Base Salary earned but not yet paid; (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) continuation of his Base Salary, at the rate in effect on the date of his termination of employment (which, in the case of a termination of the Executive for Good Reason pursuant to Section 8(d)(v), shall be deemed to be the rate in effect prior to giving any effect to the reduction in Base Salary giving rise to such Good Reason), until the expiration of the Non-Competition Period (as defined below); (iv) the greater of: (A) a prorated bonus for the year in which employment terminates, prorated based on the number of days worked, or (B) Employee had completed an amount equal to fifty percent (50%) of the average of the bonus payments made pursuant to Section 5 of this Agreement during the additional two (2) calendar years preceding such termination, if any, minus any bonus payments made pursuant to Section 5 Years of this Agreement in respect of the year containing the date of termination, payable in either event Plan Participation (as soon as administratively feasible following the end of the then fiscal year of the Company; provided, however, that this clause (iv) shall not be applicable defined in the event that 2005 Pension Equalization Plan), and (ii) Employee received Annual Compensation (as defined in Section 5) during each additional Year of Plan Participation. If Employee was a participant in the Executive's employment is terminated upon notice 2007 Pension Equalization Plan immediately prior to a Change in Control, then as of nonrenewal provided by Employee’s Termination Date, the Company under Section 2; (v) until the expiration of the Non-Competition Period, subject to any employee contribution applicable to the Executive on the date of termination, continued participation in all of the Company's group medical and dental insurance plans in which he was participating on the date of his termination of employment, provided that the Executive is entitled to continue such participation under applicable law and plan terms; (vi) reimbursement in accordance with this Agreement of any business expenses incurred by the Executive but not yet paid to him on the date of his termination of employment, payable as soon as administratively feasible following termination of employment; and (vii) full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. In the event that, Employee’s benefit under the terms 2007 Pension Equalization Plan shall be determined as if (i) Employee had completed an additional two (2) Years of any employee benefit plan referred to in subsection 9(c)(v) above, the Executive may not continue his participation, he will be provided with the after-tax economic equivalent Service as an Officer and Years of the benefits provided under any plan in which he was previously eligible to participate for the period specified in subsection 9(c)(v) above. The economic equivalent of any benefit foregone will be deemed to be the cost that would be incurred by the Executive in obtaining such benefit on the lowest available individual basis. Vesting Service (d) Any amounts due under this Section 9 are both as defined in the nature of severance payments or liquidated damages or both, and will fully compensate the Executive and his dependents or beneficiaries, as the case may be, for any and all direct damages and consequential damages that any of them may suffer as a result of termination of the Executive's employment, and they are not in the nature of a penalty. (e) Notwithstanding anything contained herein, any obligation of the Company to the Executive under Sections 9(c)(iii), (iv), (v2007 Pension Equalization Plan) and (viiii) is conditioned upon Employee received Annual Compensation (as defined in Section 5) during each additional Year of Service as an Officer. If Employee was a participant in the Restoration Plan and the Pension Plan immediately prior to a Change in Control, then as of Employee’s Termination Date, Employee’s Restoration Plan benefit shall be determined as if (i) Employee completed two (2) additional years of Credited Service under the Executive signing a release of claims in the form attached hereto as Exhibit A (the "Employee Release") within twenty-one days (or such greater period as the Company may specify) following the later of the date on which the Executive (orPension Plan, in the case of termination by the Executive for Good Reason, the Company) receives notice of termination of employment or the date the Executive receives a copy of the Employee Release and upon the Executive not revoking the Employee Release in a timely manner thereafter and (ii) the Executive's continuing compliance with the provisions Employee received Annual Compensation (as defined in Section 5) during each additional year of Section 10. If the Executive breaches Credited Service. (vii) Notwithstanding any provision of Section 10, upon written notice of such breach and request for repayment from the Company, the Executive shall promptly pay herein to the Company an amount equal to contrary, if the sum Employee is a “specified employee” (as defined for purposes of any cash payments previously paid to the Executive pursuant to Sections 9(c)(iiiCode Section 409A), no payment under this Agreement shall be made before the date which is six (iv)6) months after the date of the Employee’s Termination Date, (v) or such earlier date upon which such amount can be paid or provided under Code Section 409A without being subject to additional taxes thereunder, if such payment constitutes deferred compensation subject to Code Section 409A. To the extent that the Agreement provides for such nonqualified deferred compensation, it is intended to be compliant with Code Section 409A, and (vii). Any such repayment shall not be the exclusive remedy for any such breach interpreted and the Company shall retain all rights to pursue other available remedies (whether at law or equity) for any such breachadministered accordingly.

Compensation Upon Termination. (a) If the Executive's Employee’s employment is terminated as a result of the Executive's his death or Disability, he, or his estate, will be entitled to: (i) any Base Salary earned but not yet paid; (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; (iv) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; and (v) other benefits accrued and earned by the Executive through the date result of his death or Disability in accordance with applicable plans and programs of the Company. (b) If the Executive's employment is terminated by the Company for Cause, or by the Executive voluntary resignation other than for Good Reason, or as a result of notice of nonrenewal provided by the Company for Cause, the Company shall pay to Employee or to the Executive under Section 2Employee’s estate, he will be entitled to: (i) any as applicable, his accrued Base Salary earned but not yet paid; (ii) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) other benefits accrued and earned by the Executive through the date of his termination in accordance with applicable plans and programs expense reimbursement amounts for expenses incurred through the date of termination. Employee shall have no further entitlement to any other compensation or benefits from the Company; (iv, except as provided in Section 10(a) if the Executive's employment is terminated as a result below regarding continuation of notice of nonrenewal provided by the Executive under Section 2, he will insurance coverage. Employee shall not be entitled to a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 payable after the date of this Agreement in respect termination. Any Restricted Stock the restrictions on which have not lapsed as of the year containing the date of termination, payable shall be deemed to have expired or be forfeited, as soon applicable, as administratively feasible following the end of the then current fiscal year of the Company; and (v) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Company under Section 2, he will be entitled to full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock unitssuch date. (cb) If the Executive's Employee’s employment is terminated by the Company without Cause, and other than by reason of death or Disability, or if the Employee’s employment is terminated by the Executive Employee for Good Reason, he will be entitled to: (i) any then the Company shall pay to Employee his Base Salary earned but not yet paid; (ii) any bonus awarded pursuant to Section 5 of this Agreement but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) continuation of his Base Salary, at the rate in effect on through the date of his termination and any expense reimbursement amounts for expenses incurred through the date of employment termination. In addition, if (which, in the case of a termination of the Executive for Good Reason pursuant to Section 8(d)(v), shall be deemed to be the rate in effect prior to giving any effect i) Employee has executed and delivered to the reduction Company, within 30 days after the effective date of that termination, a written general release in Base Salary giving rise a form satisfactory to such Good Reason)the Company, until whereby Employee shall release the expiration Company from any and all potential liabilities arising out of Employee’s employment with, or termination from employment from, the Non-Competition Period Company; and (as defined below); (ivii) the greater ofrescission period specified in that release has expired, the Company shall: (A) a prorated bonus for pay to Employee severance in the year form of continuing payments of Employee’s Base Salary in which employment terminates, prorated based on the number of days worked, or (B) an amount equal to fifty percent (50%) effect as of the average of the bonus payments made pursuant to Section 5 of this Agreement during the two (2) calendar years preceding such termination, if any, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the effective date of termination, less applicable withholdings and deductions, payable in either event as soon as administratively feasible accordance with the Company’s regular payroll schedule, for a period of twelve (12) months following the end effective date of termination (the then fiscal year of the Company“Severance Payments”); provided, however, that this clause (iv) shall not no Severance Payments will be applicable in the event that the Executive's employment is terminated upon notice of nonrenewal provided by the Company under Section 2; (v) until the expiration of the Non-Competition Period, subject to any employee contribution applicable made prior to the Executive on 60th day following the effective date of termination, continued participation in all and on that 60th date, the Company will pay Employee a lump sum payment equal to the payments that would have been paid earlier but for the delay due to this Section, with the balance paid thereafter as originally scheduled; (B) pay to Employee a pro-rata portion of the Company's group medical and dental insurance plans Performance Bonus contemplated by Section 4(b) that would have been payable for the calendar year in which he was participating termination of his employment occurs, based on the Board’s evaluation of Employee’s performance in such year, payable in a single lump sum on the 90th day after the effective date of termination; and (C) provide for accelerated vesting of the Restricted Stock through the next scheduled vesting date immediately following the effective date of termination. For purposes of calculation of the Severance Payments, Employee’s Base Salary and Performance Bonus target amounts shall be calculated without giving effect to any reduction that would give rise to Employee’s right to resign for Good Reason. Except as otherwise provided in this Section, all unvested Restricted Stock as of the date of his Employee’s termination shall be deemed to have expired as of employment, provided that the Executive is entitled to continue such participation under applicable law and plan terms;date. (vic) reimbursement in accordance with this Agreement of any business expenses incurred If (i) Employee’s employment is terminated by the Executive but not yet paid Company (or its successor) without Cause or the Employee resigns for Good Reason, in either case (A) within eighteen (18) months following the occurrence of a Change of Control or (B) within 90 days prior to him on and in connection with the date occurrence of his a Change of Control, then in addition to the severance benefits provided under Section 9(b) above, (1) all unvested Restricted Stock held by Employee at the time that such termination occurs shall be accelerated and deemed to have vested as of employment, payable as soon as administratively feasible following the termination date; and (2) in lieu of employment; and (vii) full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. In the event that, under the terms of any employee benefit plan referred to pro-rata bonus described in subsection 9(c)(vSection 9(b)(ii)(C) above, the Executive may not continue his participation, he will be provided with Company shall pay Employee the after-tax economic equivalent target amount of the benefits provided under any plan Performance Bonus contemplated by Section 4(b) (i.e., two hundred percent (200%) of Employee’s Base Salary) that would have been payable for the calendar year in which he was previously eligible to participate for the period specified termination of his employment occurs, payable in subsection 9(c)(v) above. The economic equivalent of any benefit foregone will be deemed to be the cost that would be incurred by the Executive in obtaining such benefit a single lump sum on the lowest available individual basis90th day after the effective date of termination. (d) Any amounts due under this This Section 9 are in sets forth the nature only obligations of severance payments or liquidated damages or both, and will fully compensate the Executive and his dependents or beneficiaries, as Company with respect to the case may be, for any and all direct damages and consequential damages that any of them may suffer as a result of termination of the Executive's Employee’s employment with the Company, and the Employee acknowledges that, upon the termination of his employment, and they he shall not be entitled to any payments or benefits which are not explicitly provided in the nature of a penaltySection 9. (e) Amounts payable to Employee pursuant to Sections 9(b) or 9(c) hereof shall only be paid following Employee’s separation from service with the Company. The time for payment of amounts due following Employee’s separation from service pursuant to this Section 9 shall be determined in accordance with the Company’s regular payroll and bonus payment practices, subject to the provisions of Code Section 409A and the Treasury Regulations. Notwithstanding anything contained hereinherein to the contrary, any obligation (i) if at the time of Employee’s termination of employment with the Company to the Executive Company’s common stock is publicly traded (as determined under Sections 9(c)(iiiCode Section 409A), (ivii) Employee is a “specified employee” (as determined under Code Section 409A), (v) and (vii) is conditioned upon (i) the Executive signing a release of claims in the form attached hereto as Exhibit A (the "Employee Release") within twenty-one days (or such greater period as the Company may specify) following the later deferral of the date on which the Executive (or, in the case commencement of termination by the Executive for Good Reason, the Company) receives notice any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Code Section 409A, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Employee) until the date that is six months and one day following Employee’s termination of employment with the Company (or the earliest date the Executive receives a copy of the Employee Release and upon the Executive not revoking the Employee Release in a timely manner thereafter as is permitted under Code Section 409A without any accelerated or additional tax); and (ii) if any other payments of money or other benefits due to Employee hereunder could cause the Executive's continuing compliance application of an accelerated or additional tax under Code Section 409A, then such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Code Section 409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that is reasonably expected not to cause such an accelerated or additional tax. For purposes of Code Section 409A, each payment made under this Agreement shall be designated as a “separate payment” within the meaning of the Code Section 409A, and, to the extent required by Code Section 409A, references herein to Employee’s “termination of employment” shall refer to Employee’s “separation from service” (within the meaning of Code Section 409A) with the Company (as defined to include any affiliates required to be taken into account for that definition of separation from service). To the extent any reimbursements or in-kind benefits due to Employee under this Agreement constitute “deferred compensation” under Code Section 409A, any such reimbursements or in-kind benefits shall be paid to Employee in a manner consistent with Section 1.409A-3(i)(1)(iv) of the Treasury Regulations. The compensation (including without limitation separation benefits) provisions of this Agreement shall be interpreted, operated and administered in a manner intended to comply with any applicable requirements of Code Section 10. If the Executive breaches any provision of Section 10, upon written notice of such breach and request for repayment from the Company409A, the Executive shall promptly pay to the Company an amount equal to the sum of any cash payments previously paid to the Executive pursuant to Sections 9(c)(iii)Treasury Regulations, (iv), (v) and (vii). Any such repayment shall not be the exclusive remedy for any such breach and the Company shall retain all rights to pursue other available remedies (whether at law or equity) for any such breach.subsequent guidance issued under Code Section 409A.

Compensation Upon Termination. (a) If the Executive's Employee’s employment is terminated as a result of the Executive's his death or Disability, he, the Company shall pay to the Employee or his to the Employee’s estate, will be entitled to: (i) any as applicable, his Base Salary earned but not yet paid; (ii) any bonus awarded pursuant to Section 5 for a period of this Agreement but not yet paid, payable as soon as administratively feasible one year following termination of employment; (iii) a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing the date of termination, payable as soon as administratively feasible following the end of the then current fiscal year of the Company; (iv) termination and any accrued but unpaid Bonus and expense reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; and (v) other benefits accrued and earned by the Executive amounts through the date of his death Death or Disability in accordance with applicable plans and programs Disability. All Stock Options that are scheduled to vest by the end of the Companycalendar year in which such termination occurs shall be accelerated and deemed to have vested as of the termination date. Any Stock Options that have vested (or been deemed pursuant to the immediately preceding sentence to have vested) as of the date of the Employee’s termination shall remain exercisable for a period of 90 days. All Stock Options that have not vested as of the date of termination shall be deemed to have expired as of such date. (b) If the Executive's Employee’s employment is terminated by the Company for Cause, or by the Executive other than for Good Reason, or as a result of notice of nonrenewal provided by then the Company or shall pay to the Executive under Section 2, he will be entitled to: (i) any Employee his Base Salary earned but not yet paid; (ii) reimbursement in accordance with this Agreement of any business expense incurred by the Executive but not yet paid, payable as soon as administratively feasible following termination of employment; (iii) other benefits accrued and earned by the Executive through the date of his termination in accordance with applicable plans and programs of the Company; (iv) if the Executive's employment is terminated as a result of notice of nonrenewal provided by the Executive under Section 2, he will be entitled to a prorated bonus for the year in which his employment terminates, prorated based on the number of days worked, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing expense reimbursement amounts owed through the date of termination, payable . The Employee shall have no further entitlement to any other compensation or benefits from the Company. All Stock Options that have not vested as soon as administratively feasible following the end of the then current fiscal year date of termination shall be deemed to have expired as of such date. Any Stock Options that have vested as of the Company; and (v) if date of the Executive's employment is terminated as ’s termination for Cause shall remain exercisable for a result period of notice of nonrenewal provided by the Company under Section 2, he will be entitled to full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units90 days. (c) If the Executive's Employee’s employment is terminated by the Company without Cause, (or by its successor) upon the Executive for Good Reason, he will be entitled to: (i) any Base Salary earned but not yet paid; (ii) any bonus awarded pursuant to Section 5 occurrence of this Agreement but not yet paid, payable as soon as administratively feasible following termination a Change of employment; (iii) continuation of his Base Salary, at the rate in effect Control and on the date of his termination pursuant to this Section 9(c) the fair market value of employment (whichthe Company’s Common Stock, in the case aggregate, as determined in good faith by the Board on the date of such Change of Control, is less than $50,000,000, then the Company (or its successor, as applicable) shall pay to the Employee his Base Salary and benefits for a termination period of one year or until the end of the Executive for Good Reason pursuant to Section 8(d)(v)Term, shall be deemed to be the rate in effect prior to giving whichever is shorter, as well as any effect to the reduction in Base Salary giving rise to such Good Reason), until the expiration of the Non-Competition Period (as defined below); (iv) the greater of: (A) a prorated bonus for the year in which employment terminates, prorated based on the number of days worked, or (B) an amount equal to fifty percent (50%) of the average of the bonus payments made pursuant to Section 5 of this Agreement during the two (2) calendar years preceding such termination, if any, minus any bonus payments made pursuant to Section 5 of this Agreement in respect of the year containing expense reimbursement amounts owed through the date of termination, payable in either event as soon as administratively feasible following . All Stock Options that are scheduled to vest by the end of the then fiscal calendar year in which such termination occurs shall be accelerated and deemed to have vested as of the Company; provided, however, termination date. Any Stock Options that this clause have vested (iv) shall not be applicable in the event that the Executive's employment is terminated upon notice of nonrenewal provided by the Company under Section 2; (v) until the expiration of the Non-Competition Period, subject to any employee contribution applicable or been deemed pursuant to the Executive on immediately preceding sentence to have vested) as of the date of termination, continued participation in all the Employee’s termination shall remain exercisable for a period of the Company's group medical and dental insurance plans in which he was participating on the date of his termination of employment, provided that the Executive is entitled to continue such participation under applicable law and plan terms; (vi) reimbursement in accordance with this Agreement of any business expenses incurred by the Executive but not yet paid to him on the date of his termination of employment, payable as soon as administratively feasible following termination of employment; and (vii) full vesting of any unvested equity incentives, including without limitation stock options, restricted stock and deferred restricted stock units. In the event that, under the terms of any employee benefit plan referred to in subsection 9(c)(v) above, the Executive may not continue his participation, he will be provided with the after-tax economic equivalent of the benefits provided under any plan in which he was previously eligible to participate for the period specified in subsection 9(c)(v) above. The economic equivalent of any benefit foregone will be deemed to be the cost that would be incurred by the Executive in obtaining such benefit on the lowest available individual basis90 days. (d) Any amounts due under this Section 9 are in If the nature of severance payments or liquidated damages or both, and will fully compensate Employee’s employment is terminated by the Executive and his dependents or beneficiaries, as the case may be, for any and all direct damages and consequential damages that any of them may suffer Company other than as a result of the Employee’s death or Disability and other than for reasons specified in Sections 9(b), or if the Employee’s employment is terminated by the Employee for Good Reason, then the Company shall (i) continue to pay to the Employee his Base Salary and Guaranteed Bonus for a period of one year following such termination and (ii) pay the Employee any expense reimbursement amounts owed through the date of termination. All Stock Options scheduled to vest at the end of the calendar year in which such termination occurs shall be accelerated and deemed to have vested as of the termination date. Any Stock Options that have vested (or been deemed pursuant to this Section 9(d)) as of the date of the Executive's employment, and they are not in the nature ’s termination shall remain exercisable for a period of a penalty90 days. (e) Notwithstanding anything contained herein, any obligation This Section 9 sets forth the only obligations of the Company with respect to the Executive under Sections 9(c)(iii), (iv), (v) and (vii) is conditioned upon (i) the Executive signing a release of claims in the form attached hereto as Exhibit A (the "Employee Release") within twenty-one days (or such greater period as the Company may specify) following the later termination of the date on which the Executive (or, in the case of termination by the Executive for Good Reason, the Company) receives notice of termination of Employee’s employment or the date the Executive receives a copy of the Employee Release and upon the Executive not revoking the Employee Release in a timely manner thereafter and (ii) the Executive's continuing compliance with the provisions of Section 10. If the Executive breaches any provision of Section 10, upon written notice of such breach and request for repayment from the Company, and the Executive shall promptly pay to Employee acknowledges that, upon the Company an amount equal to the sum termination of any cash payments previously paid to the Executive pursuant to Sections 9(c)(iii)his employment, (iv), (v) and (vii). Any such repayment he shall not be the exclusive remedy for entitled to any such breach and the Company payments or benefits which are not explicitly provided in Section 9. (f) The provisions of this Section 9 shall retain all rights to pursue other available remedies (whether at law or equity) for survive any such breachtermination of this Agreement.