Common use of Compensation Upon Termination Clause in Contracts

Compensation Upon Termination. (a) (i) If Executive's employment is terminated by the Company pursuant to subsection 5(f), or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date.

Compensation Upon Termination. If the Company terminates the Employee's employment without Cause at any time after the Effective Date, the Company will, contingent upon the Employee executing and delivering to the Company a written general release of claims against the Company in a form acceptable to the Company which will become irrevocable by its terms on or before the 60th day following the Employee’s ‘Separation from Service’, within the meaning of Internal Revenue Code Section 409A, from the Company and will pay the Employee severance in the amount of the greater of (a) (i) If Executive's employment is terminated by the Company pursuant to subsection 5(f)Employee’s monthly base salary amount, or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following plus any Cash Bonus amounts, and in lieu of any further salary and bonus including, for clarity, all guaranteed amounts, earned or other incentive compensation payments to Executive for periods subsequent to accrued through the date of the Employee’s termination multiplied by the number of months left until the Expiration Date, or (b) the Employee’s monthly base salary amount, plus any Cash Bonus amounts, including, for clarity, all guaranteed amounts, earned or accrued through the date of the Employee’s termination, an amount (multiplied by six. All severance payments shall be made as and when the "Severance Payment") equal to the aggregate Employee’s salary payments (based on for the Base Salary in effect on the termination date) that same periods would have been paid made, and shall be subject to Executive from the date of termination to the end of the Term then in effect, plus the bonus that identical withholdings as would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), base salary and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) cash bonuses. The first severance payment to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election Employee shall be made following the date on which the release becomes effective, and no later than the 75th day following that date, and shall include a ‘catch-up’ payment for all amounts which would have otherwise been paid during such period. In addition to the severance payments, the Company shall, during the time severance payments are made, retain the Employee as part of its insured group covered by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partnersthe Company’s welfare benefits providers, L.P., together with its general partner and their respective affiliates, own, or have continue to pay the power to vote or direct the voting of, shares Company portion of the capital stock insurance premiums for such benefits, and continue to deduct the employee’s portion from all severance paid. COBRA notice and coverage for the employee would thus begin upon cessation of the Company sufficient severance payments. Notwithstanding any other provision of this Agreement, if any amount payable to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date Employee under this Agreement on account of the Company's failure Employee’s Separation from Service constitutes deferred compensation within the meaning of and subject to extend Section 409A, and the Term Employee is a “Specified Employee” of the Company on the date of his Separation from Service, then payment of such amount shall not be applicable if Executive's employment delayed until the first business day that is terminated prior at least six (6) months after the date on which the Employee’s Separation from Service occurs. For these purposes, “Specified Employee” has the meaning given to the Nonrenewal Date.that term in Internal Revenue Code Section 409A(a)(2)(B)(i)

Compensation Upon Termination. a. If, during the Term, the Executive’s employment is terminated as a result of his death or Disability, the Company (aor such other entity as the Company shall designate) shall pay to the Executive or to the Executive’s estate, as applicable, (i) If his Base Salary through the date of his termination, (ii) any benefits which the Executive is entitled to receive under any Company plan, (iii) any expense reimbursement amounts owed the Executive's employment is terminated , and (iv) any accrued but unpaid annual bonuses earned by the Company Executive prior to the date of his termination of employment ((i)-(iv) collectively, the “Accrued Obligations”). Subject to Section 9(d), any such payments of Base Salary and accrued but unpaid annual bonus shall be made to the Executive or to the Executive’s estate, as applicable, within sixty (60) days after his death or termination for Disability. In addition to the foregoing, the Executive or the Executive’s estate, as applicable, shall receive a pro-rated bonus under the Bonus Plan, calculated based on an amount equal to (A) the Target Bonus for the year in which the date of termination occurs, multiplied by (B) a fraction, the numerator of which is the number of days worked by the Executive during the fiscal year in which his date of termination occurs and the denominator of which is 365 (the “Prorated Target Bonus”). The Prorated Target Bonus shall be paid to the Executive or his estate in a lump sum in cash within sixty (60) days after his date of termination (or such later date as may be required pursuant to subsection 5(fSection 9(d)). In addition, any shares of restricted stock awards or if restricted stock units outstanding on the date of the Executive’s termination shall become fully vested and non-forfeitable as of his date of termination. The vested portion of any stock options outstanding on the date of his termination shall remain exercisable by the Executive shall terminate or his employment pursuant to subsection 5(d)(i), 5(d)(iiestate for a period of twenty (24) or 5(d)(iii), then months following the Company shall pay to Executive, within 30 days date of such his termination (or, if there is a dispute regarding earlier, the normal expiration date of such termination, within 30 days of the date such dispute is resolved) the following amountsstock options), and in lieu any unvested portion of any further salary outstanding stock options shall lapse and bonus or other incentive compensation payments to Executive for periods subsequent to be forfeited without consideration as of the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date.

Compensation Upon Termination. (a) (i) If ExecutiveIn the event that Employee's employment hereunder is terminated by the Company pursuant to subsection 5(f)Section 7(c) above, or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then the Company shall continue to pay to ExecutiveEmployee or Employee's legal representative, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Employee's Base Salary in effect on the date of termination datefor a period of 12 months following Employee's date of termination. In the event Employee's employment hereunder is terminated by the Company pursuant to Section 7(e) above, the Company shall continue to pay to Employee or Employee's legal representative, the Employee's Base Salary (including annual increases) and Bonuses each at a rate that would is two times the amount set forth in Sections 3(a), (b) and (c), for a period equal to the longer of the unexpired duration of the Term or two years. In the event Employee terminates his employment pursuant to Section 7(e) above, the Company shall pay to Employee or Employee's legal representative, Employee's Base Salary and Bonuses which have been paid to Executive from accrued through the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive termination. All payments hereunder shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's customary payroll practices for its executive employeesless federal and state income tax withholding, other deductions required by law and other customary employee deductions. In the event Employee's employment hereunder is terminated by the Company pursuant to Section 7(e) until above, Employee shall have the earlier of (1) if clause (A)(i) of this proviso appliesoption, upon written notice to the second anniversary Company within 90 days of the date of such ExecutiveEmployee's termination, or if clause (A)(ii) of this proviso appliesto sell all, the first anniversary and not less than all, of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital common stock of the Company sufficient owned by the Employee (the "Stock") to elect a majority the Company and the Company shall have the obligation, if so requested by the Employee, to purchase all, and not less than all, of the CompanyStock owned by the Employee (the "Put Right"). Any exercise of the Put Right must be by written notice by the Employee to the Company within 90 days of the Employee's Board date of Directorstermination. The provision in clause (A)(ii) price of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account Stock sold under this Section 8 shall equal 90% of the Company's failure to extend average closing price of the Term shall not be applicable if Executive's employment is terminated Stock for the 30 day period prior to the Nonrenewal Datedate of Employee's termination. The entire purchase price for the Stock purchased under this Section 8 shall be paid, at the Employee's option, by certified or cashier's check, by wire transfer, or by a combination thereof.

Compensation Upon Termination. (a) Except as provided further in this Section 8(a), if the Executive’s employment is terminated: (i) If Executive's employment is terminated by the Company for Cause; (ii) by reason of the Executive’s death or Disability; (iii) pursuant to subsection 5(f)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 if Executive shall terminate his employment 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 subsection 5(d)(iSection 6(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, 5(d)(ii) in the event the Executive’s employment terminates by reason of the Executive’s death or 5(d)(iii), then Disability or pursuant to a Notice of Non-Renewal delivered by the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall or his estate will be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end paid his Target Bonus, pro-rated for his actual period of service during the fiscal year in which such termination of employment occurs; provided. Furthermore, if the Executive’s employment terminates as a result of his death or Disability, then any unvested stock options, restricted stock, restricted stock units, or other equity granted to the Executive that if (A) (i) the period from would have otherwise been vested on the date of such termination of employment had the vesting schedule for each of those grants been in the form of successive equal monthly installments over the applicable vesting period will immediately vest. The Executive's termination for reasons described in this Section 6(a)(i) ’s entitlement to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term any other benefits will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid determined in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an ’s employee or as a self-employed person, provided that the Company may at any time, benefit plans then in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Dateeffect.

Compensation Upon Termination. (a) (i) If Executive's employment is terminated by the Company pursuant to subsection 5(f), or if Executive shall terminate his employment pursuant to subsection 5(d)(i5(D)(I), 5(d)(ii) 5(D)(II), or 5(d)(iii5(D)(III), then the Company shall pay to Executive, within 30 thirty (30) days of the date of such termination (or, if there is a dispute regarding such termination, within 30 thirty (30) days of the date such dispute is resolved) (such date, the "Severance Payment Date"), the following amounts, and amounts (in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination), the greater of(A) an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effecteffect immediately prior to termination, plus or (B) two (2) years' salary, plus, in either case, the bonus that would have been payable to Executive for the bonus year in which such termination occurs Executive's employment terminates (which shall not be discounted to take into account present value)) pro-rated for the months elapsed in such bonus year, and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from second anniversary of the date of that Executive's termination for reasons described in this Section 6(a)(i) to employment with the end of the Term then in effect (the "Severance Period") Company is less than two years or (ii) terminated. If the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Non-renewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self), then on the Non-employed person) at the end of the Severance Period or at the Nonrenewal renewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at on the time of terminationNon-renewal Date, payable in arrears, pro pro-rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Non-renewal Date (the "Supplemental Severance Period") and (2) the date that the Executive finds regular employmentshall, whether as an employee or as a self-employed personwithout charge, provided that the Company may at any time, in the discretion of be continued on the Company's chief executive officer, elect not to pay, or elect to discontinue payment medical reimbursement plans through the end of any, the Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal DatePeriod.

Compensation Upon Termination. (a) (i) If the Employment Period is terminated pursuant to Paragraph 6, Executive shall be entitled to his Base Salary through the final date of the Employment Period, plus any accrued but unused vacation/time off pay. Additionally, if Executive's employment is services are terminated by the Company pursuant to subsection 5(f)Paragraphs 6A, 6B, 6D or if 6F, Executive shall terminate (or, in the case of his employment pursuant to subsection 5(d)(i)death, 5(d)(ii) or 5(d)(iii), then the Company shall pay to Executive, within 30 days of such termination his designated beneficiary (or, if there is a dispute regarding no such terminationbeneficiary, within 30 days Executive's spouse or, if there is no spouse, his estate or legal representative)) shall be entitled to be paid (for so long as no violation of any of the date provisions of Paragraph 5 of this Agreement has occurred and provided that Executive has executed and delivered to the Employer prior thereto the Mutual Release, that such dispute is resolved) the following amounts, Mutual Release has not prior thereto been revoked or rescinded in any way by Executive and in lieu that no violation of any further salary and bonus or other incentive compensation payments of the provisions thereof shall have occurred) (a) (as severance pay) an amount equal to Executive Base Salary for periods subsequent to the one-year period from the final date of terminationthe Employment Period through the first anniversary thereof, an amount payable in accordance with the Employer's payroll policy from time to time in effect (and at the "Severance Payment") equal to the aggregate salary payments (based on the same times such Base Salary in effect on the termination date) that would have been paid to Executive from the date of absent a termination to the end of the Term then in effect, plus the bonus that would have been payable to Employment Period). Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive also shall be entitled to continue any benefits mandated under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) (for which the Employer shall be obligated to participate in reimburse Executive for all Company Benefit Plans on premiums for such COBRA continuation coverage through and including the same basis as the Company's executive employees through the end of the fiscal year month in which such termination occurs; provided, that if (A) (i) Executive attains the period from the date age of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period65), or on required under the Nonrenewal Date as terms of any death, insurance, or retirement plan or program provided by the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") Employer and to which Executive (based on Executive's Base Salary was a participant at the time of his death or disability giving rise to such termination, payable in arrearsincluding, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso appliesbut not limited to, the second anniversary of the date of such Executive's termination, any short-term or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee long-term disability plan or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Paymentsprogram, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Dateapplicable.

Compensation Upon Termination. (a) If Company terminates this Agreement without Cause pursuant to paragraph 7(a)(i) hereof or if Executive voluntarily terminates this Agreement for Good Reason (as defined below) then (i) If Executive's employment is terminated by the Company pursuant to subsection 5(f), or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then the Company shall pay to ExecutiveExecutive or his estate, if applicable, within 30 thirty (30) days after the effective date of such termination (or, if there is any unpaid Base Salary accrued and earned by him hereunder up to and including the effective date of such termination plus a dispute regarding such termination, within 30 days pro rata amount of the date such dispute is resolvedTarget Bonus (determined by multiplying the Target Bonus amount by the number of days elapsed in the year of the termination of this Agreement and dividing by 365) (the following amounts“Pro Rata Target Bonus Amount”), and in lieu of any further salary and bonus or other incentive compensation payments (ii) Company shall pay to Executive for periods subsequent to on the day that is six (6) months after the effective date of termination, such termination an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Executive’s Base Salary as of the 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 termination date) that would have been paid to Executive from the date of termination (provided that, to the end of extent permitted under applicable law, the Term then in effectSeverance Period will run concurrently with, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall count against, and not be discounted to take into account present valuein addition to, the 18-month statutory COBRA period), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on provide Executive with such other employee benefits for which Executive continues to qualify during the same basis as Severance Period, but only if Executive fully complies with paragraph 10 of this Agreement, and (iv) 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 this Agreement to the Company's executive employees through the end of the fiscal year in which such termination occurs; providedcontrary, that if (A) (iCompany’s obligations under this paragraph 8(a) shall be contingent on Executive executing and delivering to Company a general release of claims, substantially in the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to form attached hereto as the "Nonrenewal Date") Exhibit A, and (B) if Executive is not engaged engages in regular full-time employment after the termination of this Agreement (whether as an employee 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) at to provide comparable benefits to the end extent of the Severance Period or at the Nonrenewal Datebenefits so provided. For purposes of this Agreement, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) the “Severance Period” means the period commencing on the date of termination of this proviso appliesAgreement and 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 second anniversary occurrence of any of the following 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 of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Datehereof.

Compensation Upon Termination. (a) (i) If Executive's employment In the event this Agreement is terminated by the Company pursuant to subsection 5(f)Section 8, or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then the Company shall pay to ExecutiveEmployee his then current Base Salary, within 30 days prorated through the Employee's last day of employment with the Company (the "Termination Date") and solely those additional bonuses that had been declared or fully earned by Employee prior to such termination (or"Earned Bonuses"), but had not yet received Earned Bonuses, and any accrued vacation through the Termination Date pursuant to Section 6 (the "Termination Pay"). Except as set forth below, all employment compensation and benefits shall cease as of the Termination Date. In addition to the foregoing: (a) In the event that such termination arises under Section 8(a), Employee's estate shall be entitled to receive severance compensation equal to such amount of Employee's then current Base Salary as would have been over an additional thirty (30) day period; (b) Employee recognizes that this Agreement and Employee's employment with the Company may be terminated at any time by the Company prior to the Expiration Date "without cause" and nothing contained herein shall require that the Company continue to employ the Employee until the Expiration Date; notwithstanding the foregoing, if there prior to the Expiration Date of this Agreement or prior to its termination pursuant to Sections 8(a) - 8(d) or 8(f) hereof or this, this Agreement is a dispute regarding such terminationterminated pursuant to Section 8(e) above, within 30 days the Employee shall: (y) receive the greater of either: (i) his then current Base Salary through the Expiration Date of the date Agreement or (ii) six (6) months Base Salary when such dispute is resolved) payments would have otherwise been paid had Employee's employment with the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount Company continued (the "Severance PaymentSalary"); and (z) equal be entitled to continue to receive through the aggregate salary payments Expiration Date solely the health, dental, disability and life insurance benefits that Employee was receiving or participating in pursuant to Section 6 immediately prior to such termination, as though such termination had not occurred. If the Company is unable to continue such benefits, the Company shall obtain or reimburse Employee for all costs actually incurred by the Employee to obtain substantially equivalent benefits (based on the Base Salary in effect on the termination date) that "Severance Benefits"). The Severance Benefits shall be provided to Employee as and when such amounts or benefits would have been paid to Executive from Employee had such termination not occurred until the date first to occur of: (1) the Expiration Date, (2) Employee's Death, or (3) until such time as Employee obtains other employment which offers any of termination such benefits to its employees of similar stature with the Employee. In the event any comparable benefit obtained or available to the end of the Term then Employee in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") his new employment is less than two years or (ii) such Severance Benefits being provided pursuant to this Section 9, the Company gives notice under Section 2 that will provide for or pay the term will not be beyond monetary costs of obtaining such additional benefits necessary to provide substantially similar overall benefits. The Severance Salary and the last year of the term then in effect (the last day of such term is Severance Benefits are hereinafter collectively referred to as the "Nonrenewal DateSeverance Compensation". THE SEVERANCE COMPENSATION IN THIS SUBSECTION 9(b) and SHALL BE PAID OR MADE AVAILABLE TO EMPLOYEE AS LIQUIDATED DAMAGES FOR ALL CLAIMS EMPLOYEE WOULD HAVE WITH RESPECT TO: (Bi) Executive is not engaged in regular employment THE TERMINATION OF THIS AGREEMENT OR THE TERMINATION OF EMPLOYEE'S EMPLOYMENT UPON THE EXPIRATION OF THIS AGREEMENT; (whether as an employee or as a self-employed personii) at the end of the Severance Period or at the Nonrenewal DateANY COMPENSATION OR BENEFITS DUE EMPLOYEE FROM THE COMPANY PURSUANT TO THIS AGREEMENT AND (iii) THE INJURY TO EMPLOYEE'S REPUTATION AS A RESULT OF ANY TERMINATION OF THIS AGREEMENT OR TERMINATION OF EMPLOYMENT UPON THE EXPIRATION OF THIS AGREEMENT. IN CONNECTION THEREWITH, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the CompanyTHE PARTIES AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE ACTUAL AMOUNT OF SUCH DAMAGES AND CLAIMS DUE EMPLOYEE WITH RESPECT THERETO AND THAT SUCH SEVERANCE COMPENSATION AND/OR TERMINATION PAY SHALL CONSTITUTE A REALISTIC AND REASONABLE VALUATION OF THE DAMAGES WITH RESPECT TO EMPLOYEE'S CLAIMS. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date.__________ ____________

Compensation Upon Termination. (a) (i) If Executive's the employment of the Executive is terminated pursuant to Section 8(a), by reason of the Executive’s death, the Company agrees to pay directly to the Executive’s surviving spouse (or to another recipient designated in writing by the Company pursuant Executive from time to subsection 5(ftime), or if Executive the Executive’s spouse shall terminate his employment pursuant not survive the Executive, then to subsection 5(d)(ithe legal representative of the Executive’s estate: (i) for a period of twelve (12) months (commencing with the Date of Termination) an amount equal to and payable at the same rate as the Executive’s then current Base Salary; (ii) any Annual Bonus payable but not yet paid with respect to any fiscal year ended prior to the Date of Termination (the “Unpaid Prior Year Bonus”), 5(d)(iipayable no later than the time specified in Section 4(b); (iii) or 5(d)(iii), then the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days pro rata portion of the date such dispute is resolved) Annual Bonus Executive would have earned for the following amounts, and in lieu fiscal year of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount termination had no termination occurred (the "Severance Payment") equal to the aggregate salary payments (calculated based on the Base Salary Annual Bonus Target and number of days the Executive was employed by the Company in effect on the termination date) that would have been paid to Executive from fiscal year during which the date Date of termination Termination occurs compared to the end total number of days in such fiscal year) (the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value“Pro-rated Current Year Bonus”), and payable no later than the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end September 15 of the fiscal year following the fiscal year of the Date of Termination; and (iv) with respect to Equity Bonus awards or awards under the Plan, continued vesting of any Equity Bonus awards or awards under the Plan that were granted prior to the Date of Termination for a period of one (1) year following the Date of Termination, with payments made at the same times they would have been made had the Executive continued to be employed through such date (and, for the avoidance of doubt, any Equity Bonus awards that would not have been payable but for continued employment through such date shall be forfeited. The foregoing payments shall be in which such termination occurs; provided, that if (A) (i) addition to what the period from the date of Executive's termination spouse, beneficiaries or estate may be eligible to receive pursuant to any employee benefit plan or life insurance policy then provided to the Executive or maintained by the Company. The payments provided for reasons described in this Section 6(a)(i10(a) to shall fully discharge the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock obligations of the Company sufficient and its affiliates hereunder and the Company and its affiliates shall be under no obligation to elect a majority provide any further compensation to the Executive, the Executive’s surviving spouse or the legal representative of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date’s estate.

Compensation Upon Termination. (a) (i) Upon termination of the Executive's employment during the Term, the Executive shall be entitled to the following benefits: If the Executive's employment is terminated by the Company pursuant to subsection 5(f), for Cause or if by the Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii)other than for Good Reason, then the Company shall pay the Executive all amounts earned or accrued hereunder through the Termination Date but not paid as of the Termination Date, including (i) Base Salary, (ii) reimbursement for any and all monies advanced or expenses incurred in connection with the Executive's employment and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Date, (iii) accrued but unused vacation pay, and (iv) any bonuses or incentive compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation"). If the Executive's employment terminates for Disability or for reason of the Executive's death, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to the Annual Bonus 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 target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, within 30 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 such termination (or, if there which is a dispute regarding such termination, within 30 days 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated (i) by the Company other than for Cause, death, or Disability, or (2) by the Executive for Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled to the benefits as provided below; provided, that no amount shall be payable pursuant to this Section 5(c) on or following the date such dispute is resolved) the following amounts, Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive as severance pay and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of terminationTermination Date, an amount (the "Severance PaymentAmount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the aggregate salary payments (based period beginning on the Base Salary in effect Termination Date and ending on the termination datedate twenty-four (24) that would have been paid to Executive from months following the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Termination Date; The Executive shall be entitled to continue full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in all Company Benefit Plans on any other plan that provides medical, dental, or hospitalization benefits. As of the same basis as date that the Executive ceases to receive coverage under any of the Company's executive employees through group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to the Executive the Change in Control Amount, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the fiscal year in which such termination occurs; providedsix-month period, that if (A) (i) the period from Company will pay the date of Executive's termination for reasons described in this Section 6(a)(i) Executive a lump-sum amount equal to the end of cumulative amount that would have otherwise been previously paid to the Term then in effect (Executive under this Agreement with the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end other eighteen months of the Severance Period or at Amount payable to the Nonrenewal Date, then at Executive in equal monthly installments during the end period beginning on the seven-month anniversary of the Severance Period, or Termination Date and ending on the Nonrenewal Date twenty four-month anniversary thereof. The Executive shall not be required to mitigate the 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 compensation or benefits provided to the Executive in any subsequent employment other than as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on provided under Section 5(c)(iv). Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid entitlement to any other compensation or benefits shall be determined in accordance with the Company's payroll employee benefit plans and other applicable programs and practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, then in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Dateeffect.

Compensation Upon Termination. (a) If the Executive’s employment is terminated as a result of his death or Disability, the Company shall (i) If Executive's employment is terminated by the Company pursuant to subsection 5(f), or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then the Company shall pay to the Executive or to the Executive’s estate, within 30 days of such termination as applicable, (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolvedx) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to his Base Salary through the date of terminationhis death or Disability and (y) the Bonus, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) if any, that would otherwise have been paid to Executive from the date of termination to due at the end of the Term then calendar year in effectwhich such death or Disability occurs; and the pro rata portion of the Stock Options earned by the Executive during the year of his death or Disability, plus prorated in accordance with the bonus that would have been payable to number of full months in such year during which the Executive was employed by the Company; (ii) for the bonus longer of twelve (12) months following his death or Disability or the balance of the Term (as if such termination had not occurred) provide continuation coverage to the members of the Executive’s family and, in the case of termination for Disability, the Executive under all major medical and other health, accident, life or other disability plans and programs in which such family members and, in the case of termination for Disability, the Executive participated immediately prior to his death or Disability; and (iii) pay any expense reimbursement amounts owed through the date of death or Disability. All Stock Options that are scheduled to vest by the end of the calendar year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled accelerated and deemed to continue to participate in all Company Benefit Plans on the same basis have vested as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, date. All Stock Options that if have not vested (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) or been deemed pursuant to the end of the Term then in effect (the "Severance Period"immediately preceding sentence to have vested) is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the 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 termination’s death (including the Options described in the immediately preceding sentence) shall remain exercisable for a period of one hundred and eighty (180) days after the date of his death; in the event of a Disability, any unexercised option may be exercised in whole or if clause (A)(ii) of this proviso appliesin part, within the first anniversary ninety (90) days after such termination of the Nonrenewal Date and (2) the date employment or service. Any Restricted Shares that the Executive finds regular employment, whether as an employee or as a selfwere forfeitable shall thereupon become non-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Dateforfeitable.

Compensation Upon Termination. (a) (i) A. If the Executive's employment is services are terminated by the Company pursuant to subsection 5(f)Xxxxxxxxx 0X, or if Executive shall terminate his employment pursuant to subsection 5(d)(i)0X, 5(d)(ii) or 5(d)(iii)0X, then the Company shall pay to Executivexx 0X, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue his salary through his final date of active employment plus any accrued but unused current paid time off for which the Executive is eligible. The Executive shall also be entitled to participate in all Company Benefit Plans on any benefits mandated under the same basis as Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) or required under the Company's executive employees through terms of any death, insurance, or retirement plan, program, or agreement provided by the end of Employer and to which the fiscal year Executive is a party or in which such the Executive is a participant, including, but not limited to, any short-term or long-term disability plan or program, if applicable. B Except as otherwise provided in Xxxxxxxxx 0X, 0X or this Paragraph 9B, if the Executive's services are terminated pursuant to Paragraph 8D or 8E, the Executive shall be entitled to his salary through his final date of active employment, plus any accrued but unused current paid time off for which the Executive is eligible. The Executive also shall be entitled to a single sum payment payable within thirty (30) days after the Executive's termination occurs; provideddate and equal to one (1) times his Base Salary, plus one (1) times his annual target performance bonus as determined pursuant to the Employer's Performance Bonus Plan, provided (a) he signs an agreement acceptable to the Employer that if (A) (i) waives any rights the period from Executive may otherwise have against the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or Employer, (ii) releases the Company gives notice under Section 2 that Employer from actions, suits, claims, proceedings and demands related to the term will not be beyond period of employment and/or the last year termination of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") employment, and (Biii) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may contains certain other obligations which shall be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary set forth at the time of terminationthe termination (including, payable in arrearsbut not limited to, pro rated for a reaffirmation of the months in which such payments begin Executive's obligations under Paragraph 10 of this Agreement), and end and otherwise calculated and (b) the Employer shall be permitted to offset from the severance pay hereunder any salary paid in accordance with to the Company's payroll practices for its executive employeesExecutive during the thirty (30) until the earlier of day or one (1) year written notice period, whichever is applicable, if clause the Executive performs no substantial services during such thirty (A)(i30) day or one (1) year written notice period. In addition, all options to purchase common stock of this proviso appliesthe Employer granted to the Executive pursuant to the Employer's Long-Term Incentive Plan shall immediately become Vested Shares as defined in any Stock Option Agreement(s) between the Employer and the Executive, and the second anniversary of Executive shall have one (1) year following the date of termination to exercise any unexercised options held by him as of such Executive's terminationdate. The Employer shall also pay for up to six (6) months of outplacement services for the Executive (or, if earlier, until the Executive obtains full-time employment), to be provided by an outplacement service provider selected by the Employer. Additionally, the Executive shall be entitled to any benefits mandated under COBRA or required under the terms of any death, insurance, or if clause (A)(ii) of this proviso appliesretirement plan, program, or agreement provided by the Employer and to which the Executive is a party or in which the Executive is a participant. If the Executive elects COBRA continuation coverage for himself and/or his dependents, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of Employer shall pay for such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx coverage for so long as Vestar Equity Partnersthe Executive is eligible for COBRA continuation coverage; provided however, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure that nothing herein shall be construed to extend the Term shall not period of time mandated by statute over which such COBRA continuation may otherwise be applicable if Executive's employment is terminated prior provided to the Nonrenewal DateExecutive and/or his dependents.

Compensation Upon Termination. (a) Except as provided further in this Section 8(a), if the Executive’s employment is terminated: (i) If Executive's employment is terminated by the Company for Cause; (ii) by reason of the Executive’s death or Disability; (iii) pursuant to subsection 5(f)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 if Executive shall terminate his employment 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 subsection 5(d)(i)Section 6(a) through the Termination Date, 5(d)(iiprovided the Executive has submitted appropriate and timely documentation for such expenses, and (iii) or 5(d)(iii), then the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days amount of the date such dispute is resolved) Executive’s accrued but unpaid vacation time (together, these amounts will be referred to as the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent “Accrued Obligations”). In addition to the date of terminationAccrued Obligations, an amount (in the "Severance Payment") equal to event the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end Executive’s employment terminates by reason of the Term then in effectExecutive’s death or Disability, plus the bonus Executive or his estate will be paid at that would have been payable to Executive time his Target Bonus, pro-rated for his actual period of service during the bonus fiscal year in which such termination occurs (which shall not be discounted of employment occurs. Should the Executive’s employment terminate pursuant to take into account present value)a Notice of Non-Renewal delivered by the Executive, and then the Executive shall be will become entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of receive a pro-rated Annual Bonus for the fiscal year in which such termination occurs; provided, provided that if any performance goals upon which such Annual Bonus is conditioned are in fact attained. In the event of such attainment, the pro-rated Annual Bonus to which the Executive shall become entitled shall be determined by multiplying (A) (iaa) the period from actual Annual Bonus he would have received based on the attained performance goals had he continued in the Company’s employ until the payment date of that bonus by (bb) a fraction, the numerator of which is the number of months (rounded to the next whole month) during which the Executive is employed by the Company in the fiscal year in which such termination of employment occurs and the denominator of which is twelve (12). Such pro-rated Annual Bonus shall be paid to the Executive by the fifteenth day of the third calendar month following the close of such fiscal year, subject to any required holdback under Section 14(b). Furthermore, if the Executive’s employment terminates as a result of his death or Disability, then any unvested stock options, restricted stock, restricted stock units or other equity awards granted to the Executive that would have otherwise been vested on the date of Executive's such termination of employment had the vesting schedule for reasons described each of those grants been in this Section 6(a)(i) the form of successive equal monthly installments over the applicable vesting period will immediately vest. The shares underlying any restricted stock units or other equity-based awards to which the end of Executive becomes entitled in accordance with the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not foregoing shall be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary issued at the time of terminationor times set forth in the applicable agreements evidencing those awards, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid subject to any required holdback under Section 14(b). The Executive’s entitlement to any other benefits will be determined in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an ’s employee or as a self-employed person, provided that the Company may at any time, benefit plans then in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Dateeffect.

Compensation Upon Termination. (a) Upon the termination of Employee's employment under this Agreement before the expiration of the stated term hereof for any reason, Employee shall be entitled to (i) If Executive's employment is terminated the salary earned by him before the Company pursuant to subsection 5(feffective date of termination as provided in Section 3(a) hereof (including salary payable during any applicable notice period), or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then prorated on the Company shall pay to Executive, within 30 basis of the number of full days of such termination (or, if there is a dispute regarding such termination, within 30 days of service rendered by Employee during the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent payment period to the effective date of termination, an amount (ii) any accrued, but unpaid, vacation or sick leave benefits, (iii) any previously authorized but unreimbursed business expenses, and (iv)the pro-rata portion of the "Severance Payment"Discretionary Bonus set forth in Section 3(c) equal to the aggregate salary payments (above which shall be determined based on the Base Salary annualization of the Employer's performance criteria in effect on its then-current fiscal year as established through the termination datedate of this Agreement. If Employee's employment hereunder terminates because of the death or permanent disability of Employee, all amounts that may be due to him under this Section 7 shall be paid to him or his administrators, personal representatives, heirs and legatees, as may be appropriate. If Employee's employment hereunder terminates without cause pursuant to Section 6(d) that above, Employer shall pay to Employee (in addition to the amounts set forth in Subsections 7(i), 7(ii), 7(iii) and 7(iv) above) salary payments for the duration of the initial term of this Agreement as set forth in Section 8 below when and as such salary payments would have come due had the Employee's employment not been paid terminated. Any options awarded concurrently with execution of this Agreement that have not yet vested shall continue to Executive from the date of termination to vest until the end of the Term then initial term of this Agreement set forth in effectSection 8 below, plus pursuant to the bonus provisions of Section 4 above. Provided, that would have been payable in the event Employee's employment hereunder terminates pursuant to Executive for Section 6(d) after the bonus year in which such termination occurs (which Employer ceases to conduct business as a going concern as a result of insolvency or bankruptcy; Employee shall not be discounted to take into account present value), and the Executive shall only be entitled to continue 9 months of regular salary payments as set forth in Section 3(a) above, accelerated and payable to participate in all Company Benefit Plans on Employee immediately upon termination. The provisions of Sections 5 and 7 hereof shall survive the same basis as the Company's executive employees through the end termination of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in employment relationship hereunder and this Section 6(a)(i) Agreement to the end extent necessary or reasonably appropriate to effect the intent of the Term then parties hereto as expressed in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Dateprovisions.

Compensation Upon Termination. (a) (i) If In the event Executive's employment hereunder is terminated by the Company pursuant to subsection 5(fother than for cause (as defined in Section 10), disability (as defined in Section 10) or if death, or Executive shall terminate terminates his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive Good Reason," he shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) following severance benefits: (i) the period from the date of Executive's his base salary for six (6) months immediately following such termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years (plus, the bonus provided for in Section 5(B) attributable to the year in which termination of employment occurs, provided that such bonus payment shall be pro- rated based on the proportion of the objectives achieved during the portion of the bonus year worked by the Executive) to be paid according to the Company's regular payroll practices, and base salary for an additional six (6) month period commencing six (6) months following such termination (the "Additional Severance Period"), paid according to the Company's regular payroll practices, provided that such additional severance pay shall be reduced by the gross amount of any earnings from employment or consulting received by Executive and during the Additional Severance Period (Executive agrees to provide the Company with an accurate account of such earnings received before the issuance of each monthly check during the Additional Severance Period); (ii) continuation medical coverage pursuant to COBRA, at the Company gives notice under Section 2 that Company's expense, until the term will not be beyond the last year expiration of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Additional Severance Period or at until Executive obtains alternative coverage from another source, whichever occurs first (the Nonrenewal Date, then at "Benefits Period"); (iii) during the end of the Severance Benefits Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional a monthly severance payments ("Supplemental Severance Payments") cash payment equal to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices cost of providing an individual policy term life insurance and group disability coverage for its executive employees) until Executive on the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if terms existing at the time of such electiontermination, Xxxxxxx Xxxxxx is plus, during the Chief Executive Officer Severance Period only, a "gross up" payment in the amount necessary to make the receipt of such cash payment tax-neutral to the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made Executive; (iv) any stock options granted by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority the Executive, under this Agreement or otherwise, that are unvested at the time of the Company's Board of Directors. The provision in clause such termination shall vest and become exercisable; and (A)(iiv) of the foregoing proviso relating Executive shall have up to continuing payments one (1) year after the Nonrenewal Date on account effective date of the Company's failure such termination to extend the Term shall exercise his stock options (granted under this Agreement or otherwise) (Executive acknowledges that any stock options not be applicable if Executive's employment is terminated prior exercised within ninety (90) days after such effective date will have been converted to the Nonrenewal Datenon-qualified options.)

Compensation Upon Termination. (a) (i) Upon termination of the Executive's employment during the Term, the Executive shall be entitled to the following benefits: If the Executive's employment is terminated by the Company pursuant to subsection 5(f), for Cause or if by the Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii)other than for Good Reason, then the Company shall pay the Executive all amounts earned or accrued hereunder through the Termination Date but not paid as of the Termination Date, including (i) Base Salary, (ii) reimbursement for any and all monies advanced or expenses incurred in connection with the Executive's employment and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Date, (iii) accrued but unused vacation pay, and (iv) any bonuses or incentive compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation"). If the Executive's employment terminates for Disability or for reason of the Executive's death, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to the Annual Bonus 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 target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, within 30 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 such termination (or, if there which is a dispute regarding such termination, within 30 days 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated (i) by the Company other than for Cause, death, or Disability, or (2) by the Executive for Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled to the benefits as provided below; provided, that no amount shall be payable pursuant to this Section 5(c) on or following the date such dispute is resolved) the following amounts, Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive as severance pay and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of terminationTermination Date, an amount (the "Severance PaymentAmount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(v), be payable in equal monthly installments during the aggregate salary payments (based period beginning on the Base Salary in effect Termination Date and ending on the termination datedate twenty-four (24) that would have been paid to Executive from months following the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Termination Date; The Executive shall be entitled to continue full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in all Company Benefit Plans on any other plan that provides medical, dental, or hospitalization benefits. As of the same basis as date that the Executive ceases to receive coverage under any of the Company's executive employees through group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(v). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the fiscal year in which such termination occurs; providedsix-month period, that if (A) (i) the period from Company will pay the date of Executive's termination for reasons described in this Section 6(a)(i) Executive a lump-sum amount equal to the end of cumulative amount that would have otherwise been previously paid to the Term then in effect (Executive under this Agreement with the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end other eighteen months of the Severance Period or at Amount payable to the Nonrenewal Date, then at Executive in equal monthly installments during the end period beginning on the seven-month anniversary of the Severance Period, or Termination Date and ending on the Nonrenewal Date twenty four-month anniversary thereof. The Executive shall not be required to mitigate the 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 compensation or benefits provided to the Executive in any subsequent employment other than as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on provided under Section 5(c)(iv). Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid entitlement to any other compensation or benefits shall be determined in accordance with the Company's payroll employee benefit plans and other applicable programs and practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, then in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Dateeffect.

Compensation Upon Termination. (a) (i) If Executive's employment In the event this Agreement is terminated by the Company pursuant to subsection 5(f)Section 8, or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then the Company shall pay to ExecutiveEmployee his then current Base Salary, within 30 days prorated through the Employee's last day of employment with the Company (the "Termination Date") and solely those additional bonuses that had been declared or fully earned by Employee prior to such termination (or"Earned Bonuses"), but had not yet received Earned Bonuses, and any accrued vacation through the Termination Date pursuant to Section 6 (the "Termination Pay"). Except as set forth below, all employment compensation and benefits shall cease as of the Termination Date. In addition to the foregoing: (a) In the event that such termination arises under Section 8(a), Employee's estate shall be entitled to receive severance compensation equal to such amount of Employee's then current Base Salary as would have been over an additional thirty (30) day period; (b) Employee recognizes that this Agreement and Employee's employment with the Company may be terminated at any time by the Company prior to the Expiration Date "without cause" and nothing contained herein shall require that the Company continue to employ the Employee until the Expiration Date; notwithstanding the foregoing, if there prior to the Expiration Date of this Agreement or prior to its termination pursuant to Sections 8(a), 8(d) or 8(f) hereof or this, this Agreement is a dispute regarding such terminationterminated pursuant to Section 8(e) above, within 30 days the Employee shall: (y) receive the greater of either: (i) his then current Base Salary through the Expiration Date of the date Agreement or (ii) six (6) months Base Salary when such dispute is resolved) payments would have otherwise been paid had Employee's employment with the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount Company continued (the "Severance PaymentSalary"); and (z) equal be entitled to continue to receive through the aggregate salary payments Expiration Date solely the health, dental, disability and life insurance benefits that Employee was receiving or participating in pursuant to Section 6 immediately prior to such termination, as though such termination had not occurred. If the Company is unable to continue such benefits, the Company shall obtain or reimburse Employee for all costs actually incurred by the Employee to obtain substantially equivalent benefits (based on the Base Salary in effect on the termination date) that "Severance Benefits"). The Severance Benefits shall be provided to Employee as and when such amounts or benefits would have been paid to Executive from Employee had such termination not occurred until the date first to occur of: (1) the Expiration Date, (2) Employee's Death, or (3) until such time as Employee obtains other employment which offers any of termination such benefits to its employees of similar stature with the Employee. In the event any comparable benefit obtained or available to the end of the Term then Employee in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") his new employment is less than two years or (ii) such Severance Benefits being provided pursuant to this Section 9, the Company gives notice under Section 2 that will provide for or pay the term will not be beyond monetary costs of obtaining such additional benefits necessary to provide substantially similar overall benefits. The Severance Salary and the last year of the term then in effect (the last day of such term is Severance Benefits are hereinafter collectively referred to as the "Nonrenewal DateSeverance Compensation". THE SEVERANCE COMPENSATION IN THIS SUBSECTION 9(b) and SHALL BE PAID OR MADE AVAILABLE TO EMPLOYEE AS LIQUIDATED DAMAGES FOR ALL CLAIMS EMPLOYEE WOULD HAVE WITH RESPECT TO: (Bi) Executive is not engaged in regular employment THE TERMINATION OF THIS AGREEMENT OR THE TERMINATION OF EMPLOYEE'S EMPLOYMENT UPON THE EXPIRATION OF THIS AGREEMENT; (whether as an employee or as a self-employed personii) at the end of the Severance Period or at the Nonrenewal DateANY COMPENSATION OR BENEFITS DUE EMPLOYEE FROM THE COMPANY PURSUANT TO THIS AGREEMENT AND (iii) THE INJURY TO EMPLOYEE'S REPUTATION AS A RESULT OF ANY TERMINATION OF THIS AGREEMENT OR TERMINATION OF EMPLOYMENT UPON THE EXPIRATION OF THIS AGREEMENT. IN CONNECTION THEREWITH, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the CompanyTHE PARTIES AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE ACTUAL AMOUNT OF SUCH DAMAGES AND CLAIMS DUE EMPLOYEE WITH RESPECT THERETO AND THAT SUCH SEVERANCE COMPENSATION AND/OR TERMINATION PAY SHALL CONSTITUTE A REALISTIC AND REASONABLE VALUATION OF THE DAMAGES WITH RESPECT TO EMPLOYEE'S CLAIMS. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date.__________ ____________

Compensation Upon Termination. (a) (i) A. If the Executive's employment is ’s services are terminated by the Company pursuant to subsection 5(f)Xxxxxxxxx 0X, or if Executive shall terminate his employment pursuant to subsection 5(d)(i)0X, 5(d)(ii) or 5(d)(iii)0X, then the Company shall pay to Executivexx 0X, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue his salary through his final date of active employment plus any accrued but unused current paid time off for which the Executive is eligible. The Executive shall also be entitled to participate in all Company Benefit Plans on any benefits mandated under the same basis as Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) or required under the Company's executive employees through terms of any death, insurance, or retirement plan, program, or agreement provided by the end of Employer and to which the fiscal year Executive is a party or in which such the Executive is a participant, including, but not limited to, any short-term or long-term disability plan or program, if applicable. B Except as otherwise provided in Xxxxxxxxx 0X, 0X or this Paragraph 9B, if the Executive’s services are terminated pursuant to Paragraph 8D or 8E, the Executive shall be entitled to his salary through his final date of active employment, plus any accrued but unused current paid time off for which the Executive is eligible. The Executive also shall be entitled to a single sum payment payable within thirty (30) days after the Executive’s termination occurs; provideddate and equal to one (1) times his Base Salary, plus one (1) times his annual target performance bonus as determined pursuant to the Employer’s Performance Bonus Plan, provided (a) he signs an agreement acceptable to the Employer that if (A) (i) waives any rights the period from Executive may otherwise have against the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or Employer, (ii) releases the Company gives notice under Section 2 that Employer from actions, suits, claims, proceedings and demands related to the term will not be beyond period of employment and/or the last year termination of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") employment, and (Biii) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may contains certain other obligations which shall be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary set forth at the time of terminationthe termination (including, payable in arrearsbut not limited to, pro rated for a reaffirmation of the months in which such payments begin Executive’s obligations under Paragraph 10 of this Agreement), and end and otherwise calculated and (b) the Employer shall be permitted to offset from the severance pay hereunder any salary paid in accordance with to the Company's payroll practices for its executive employeesExecutive during the thirty (30) until the earlier of day or one (1) year written notice period, whichever is applicable, if clause the Executive performs no substantial services during such thirty (A)(i30) day or one (1) year written notice period. In addition, all options to purchase common stock of this proviso appliesthe Employer granted to the Executive pursuant to the Employer’s Long-Term Incentive Plan shall immediately become Vested Shares as defined in any Stock Option Agreement(s) between the Employer and the Executive, and the second anniversary of Executive shall have one (1) year following the date of termination to exercise any unexercised options held by him as of such Executive's terminationdate. The Employer shall also pay for up to six (6) months of outplacement services for the Executive (or, if earlier, until the Executive obtains full-time employment), to be provided by an outplacement service provider selected by the Employer. Additionally, the Executive shall be entitled to any benefits mandated under COBRA or required under the terms of any death, insurance, or if clause (A)(ii) of this proviso appliesretirement plan, program, or agreement provided by the Employer and to which the Executive is a party or in which the Executive is a participant. If the Executive elects COBRA continuation coverage for himself and/or his dependents, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of Employer shall pay for such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx coverage for so long as Vestar Equity Partnersthe Executive is eligible for COBRA continuation coverage; provided however, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure that nothing herein shall be construed to extend the Term shall not period of time mandated by statute over which such COBRA continuation may otherwise be applicable if Executive's employment is terminated prior provided to the Nonrenewal DateExecutive and/or his dependents.

Compensation Upon Termination. (a) (i) If ExecutiveIn the event that Employee's employment hereunder is terminated by the Company pursuant to subsection 5(f)Section 7(c) above, or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then the Company shall continue to pay to ExecutiveEmployee or Employee's legal representative, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Employee's Base Salary in effect on the date of termination datefor a period of 12 months following Employee's date of termination. In the event Employee's employment hereunder is terminated by the Company pursuant to Section 7(e) above, the Company shall continue to pay to Employee or Employee's legal representative, the Employee's Base Salary (including annual increases and Bonus) each at a rate that would have been paid to Executive from is two times the amount set forth in Sections 3(a) and (b) in effect on the date of termination for a period equal to the end longer of the unexpired duration of the Term then in effector two years. In the event Employee terminates his employment pursuant to Section 7(e) above, plus the bonus that would have been payable Company shall pay to Executive for the bonus year in Employee or Employee's legal representative, Employee's Base Salary and Bonus which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees has accrued through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not termination. All payments hereunder shall be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's customary payroll practices for its executive employeesless federal and state income tax withholding, other deductions required by law and other customary employee deductions. In the event Employee's employment hereunder is terminated by the Company pursuant to Section 7(e) until above, Employee shall have the earlier of (1) if clause (A)(i) of this proviso appliesoption, upon written notice to the second anniversary Company within 90 days of the date of such ExecutiveEmployee's termination, or if clause (A)(ii) of this proviso appliesto sell all, the first anniversary and not less than all, of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital common stock of the Company sufficient owned by the Employee (the "Stock") to elect a majority the Company and the Company shall have the obligation, if so requested by the Employee, to purchase all, and not less than all, of the CompanyStock owned by the Employee (the "Put Right"). Any exercise of the Put Right must be by written notice by the Employee to the Company within 90 days of the Employee's Board date of Directorstermination. The provision in clause (A)(ii) price of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account Stock sold under this Section 8 shall equal 90% of the Company's failure to extend average closing price of the Term shall not be applicable if Executive's employment is terminated Stock for the 30 day period prior to the Nonrenewal Datedate of Employee's termination. The entire purchase price for the Stock purchased under this Section 8 shall be paid, at the Employee's option, by certified or cashier's check, by wire transfer, or by a combination thereof.

Compensation Upon Termination. (a) (i) If Executivethe Employee's employment is terminated by the Company Employer shall be terminated following a Change in Control of the Employer in connection with a Change in Control and such termination is for reasons other than for Cause (as hereinafter defined), retirement, death or disability or if the Employee is deemed terminated pursuant to subsection 5(f), or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iiiSection 15(a), then the Company Employee shall be entitled, at his election, to the benefits provided below: 1. The Employer shall continue to pay to Executivethe Employee, within 30 days of such termination except as otherwise provided below, either (or, if there is a dispute regarding such termination, within 30 days i) his full base salary (as specified in Section 4 hereof) for the remainder of the date such dispute is resolved) term of this Agreement or any renewal period, as the following amountscase may be, and at the rate in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to effect on the date of termination, an amount plus all other amounts to which he is entitled under any compensation plan of the Employer on the date of termination or (ii) a lump sum severance payment (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary 2.99 times his "base amount", as defined in effect on the termination date) that would have been paid to Executive from the date of termination to the end Section 280G of the Term then in effectInternal Revenue Code of 1986, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect amended (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal DateCode") and (B) Executive is not engaged in regular employment (whether reduced as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may discussed below. Such base amount shall be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid determined in accordance with temporary or final regulations, if any, promulgated under Section 280G of the Company's payroll practices for its executive employees) until code and based upon the earlier advice of (1) if the tax counsel referred to in clause (A)(i2), below. The Employee shall make his election by written notice to the Employer within ten (10) business days after he receives a Notice of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance PaymentsTermination or, if at the time of such election, Xxxxxxx Xxxxxx Employee is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officerterminating this Agreement for Good Reason, such election shall be made stated in his Notice of Termination to the Employer. 2. The Severance Payment shall be reduced by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partnersthe amount of any other payment or the value of any benefit received or to be received by the Employee in connection with a Change in Control of the Employer or the Employee's termination of employment (whether pursuant to the terms of this Agreement, L.P.any other plan, together agreement or arrangement with its general partner and their respective affiliatesthe Employer, ownany person whose actions result in control, or any person affiliated with the Employer or such person) unless (i) the Employee shall have effectively waived his receipt or enjoyment of such payment or benefit prior to the power to vote or direct the voting of, shares date of payment of the capital stock Severance Payment, (ii) in the opinion of tax counsel selected by the Company sufficient Employer's independent auditors and acceptable to elect the Employee, such other payment or benefit does not constitute a majority "parachute payment" within the meaning of the Company's Board of Directors. The provision in clause (A)(iiSection 280G(b)(2) of the foregoing proviso relating to continuing Code, or (iii) in the opinion of such tax counsel, the Severance Payment (in its full amount or as partially reduced under this clause 2, as the case may be) plus all other payments after or benefits which constitute "parachute payments" within the Nonrenewal Date on account meaning of Section 280G(b)(2) of the CompanyCode are reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4) of the Code or are otherwise not subject to disallowance as a deduction by reason of Section 280G of the Code. The value of any non-cash benefit or any deferred cash payment shall be determined by the Employer's failure to extend independent auditors in accordance with the Term shall not be applicable if Executive's employment is terminated prior to principles of Sections 280G(d)(3) and (4) of the Nonrenewal DateCode.

Compensation Upon Termination. (a) (i) Upon termination of the Executive's employment during the Term, the Executive shall be entitled to the following benefits: If the Executive's employment is terminated by the Company pursuant to subsection 5(f), for Cause or if by the Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii)other than for Good Reason, then the Company shall pay the Executive all amounts earned or accrued hereunder through the Termination Date but not paid as of the Termination Date, including (i) Base Salary, (ii) reimbursement for any and all monies advanced or expenses incurred in connection with the Executive's employment and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Date, (iii) accrued but unused vacation pay, and (iv) any bonuses or incentive compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation"). If the Executive's employment terminates for Disability or for reason of the Executive's death, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to the Annual Bonus 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 target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, within 30 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 such termination which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through the fourth Forfeitability Date following the Executive's Termination Date; and Immediate and full vesting or lapsing of forfeiture conditions (oras applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, if there is a dispute regarding such termination(B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, within 30 days (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated (i) by the Company other than for Cause, death, or Disability, or (2) by the Executive for Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled to the benefits as provided below; provided, that no amount shall be payable pursuant to this Section 5(c) on or following the date such dispute is resolved) the following amounts, Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive as severance pay and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of terminationTermination Date, an amount (the "Severance PaymentAmount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the aggregate salary payments (based period beginning on the Base Salary in effect Termination Date and ending on the termination datedate twenty-four (24) that would have been paid to Executive from months following the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Termination Date; The Executive shall be entitled to continue full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in all Company Benefit Plans on any other plan that provides medical, dental, or hospitalization benefits. As of the same basis as date that the Executive ceases to receive coverage under any of the Company's executive employees through group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that (a) any and all reimbursements for medical, dental or other expenses pursuant to this Section 5(c)(iv) shall be made promptly but in no event later than the end of the fiscal year following the year in which such termination occurs; providedexpenses are incurred, and (b) no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A of the Code). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to the Executive the Change in Control Amount, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that if paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code (A) (i) "Section 409A"), in which case such amounts shall be paid at the period from the date of Executive's termination for reasons described time or times indicated in this Section 6(a)(i) to 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the Term then in effect (the "Severance Period") is less than two years or (ii) six-month period, the Company gives notice will pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under Section 2 that this Agreement with the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end other eighteen months of the Severance Period or at Amount payable to the Nonrenewal Date, then at Executive in equal monthly installments during the end period beginning on the seven-month anniversary of the Severance Period, or Termination Date and ending on the Nonrenewal Date twenty four-month anniversary thereof. The Executive shall not be required to mitigate the 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 compensation or benefits provided to the Executive in any subsequent employment other than as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on provided under Section 5(c)(iv). Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid entitlement to any other compensation or benefits shall be determined in accordance with the Company's payroll employee benefit plans and other applicable programs and practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, then in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Dateeffect.

Compensation Upon Termination. (a) If Company terminates this Agreement without Cause pursuant to paragraph 7(a)(i) hereof or if Executive voluntarily terminates this Agreement for Good Reason (as defined below) then (i) If Executive's employment is terminated by the Company pursuant to subsection 5(f), or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then the Company shall pay to ExecutiveExecutive or his estate, if applicable, within 30 thirty (30) days after the effective date of such termination (or, if there is any unpaid Base Salary accrued and earned by him hereunder up to and including the effective date of such termination plus a dispute regarding such termination, within 30 days pro rata amount of the date such dispute is resolvedTarget Bonus (determined by multiplying the Target Bonus amount by the number of days elapsed in the year of the termination of this Agreement and dividing by 365) (the following amounts“Pro Rata Target Bonus Amount”), and in lieu of any further salary and bonus or other incentive compensation payments (ii) Company shall pay to Executive for periods subsequent to on the day that is six (6) months after the effective date of termination, such termination an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Executive’s Base Salary as of the 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 termination date) that would have been paid to Executive from the date of termination (provided that, to the end of extent permitted under applicable law, the Term then in effectSeverance Period will run concurrently with, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall count against, and not be discounted to take into account present valuein addition to, the 18-month statutory COBRA period), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on provide Executive with such other employee benefits for which Executive continues to qualify during the same basis as Severance Period, but only if Executive fully complies with paragraph 10 of this Agreement, and (iv) 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 this Agreement to the Company's executive employees through the end of the fiscal year in which such termination occurs; providedcontrary, that if (A) (iCompany’s obligations under this paragraph 8(a) shall be contingent on Executive executing and delivering to Company a general release of claims, substantially in the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to form attached hereto as the "Nonrenewal Date") Exhibit A, and (B) if Executive is not engaged engages in regular full-time employment after the termination of this Agreement (whether as an employee 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) at to provide comparable benefits to the end extent of the Severance Period or at the Nonrenewal Datebenefits so provided. For purposes of this Agreement, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) the “Severance Period” means the period commencing on the date of termination of this proviso applies, Agreement and ending on the second anniversary of the date of such Executive's termination, or if clause (A)(ii) termination of this proviso appliesAgreement. For purposes of this Section 8 only, “Good Reason” means the first anniversary occurrence of any of the Nonrenewal Date and following events: (2a) the date that the Executive finds regular employmenta substantial adverse change, whether as an employee or as a self-employed person, provided that the Company may at any timenot consented to by Executive, in the discretion 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 Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Datedate hereof.

Compensation Upon Termination. (a) (i) If the Executive's employment is terminated (i) by the Company for Cause, (ii) by the Executive other than for Good Reason, or (iii) by reason of the Executive's death or disability (pursuant to subsection 5(f), or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(iiSection 5(b) or 5(d)(iiihereof), then the Company shall pay to Executive, within 30 days the Executive (A) his Salary through the Date of such termination (or, if there is a dispute regarding such termination, within 30 days of Termination at the date such dispute is resolved) the following amounts, and rate in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent effect immediately prior to the date Date of termination, an amount Termination and (the "Severance Payment"B) equal his Incentive Bonus if and to the aggregate salary payments (based on the Base Salary in effect on the termination date) extent that would have been paid to Executive from the date of termination such Incentive Bonus is payable pursuant to the end provisions of subsection 4(c) hereof on or before the Term then in effect, plus Date of Termination; provided that if the bonus that would have been payable to Executive for the bonus year in which such termination Date of Termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through after the end of the fiscal year in for which such termination occurs; providedIncentive Bonus is payable but before the Compensation Committee has determined whether the applicable performance criteria have been satisfied, such Incentive Bonus shall nonetheless be payable to the extent that the Compensation Committee thereafter determines that such performance criteria have been satisfied, and (C) if (A) (i1) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end employment is terminated by reason of the Term then in effect Executive's death or disability (pursuant to subsection 5(b) hereof) on or after July 31 of any year and (2) the Executive would have been entitled to an Incentive Bonus (the "Severance PeriodAssumed Full Year Bonus") is less than two years or (ii) in respect of such year had he been employed by the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (on the last day of such term is referred to as fiscal year, because the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Dateapplicable performance criteria were satisfied, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") pay to the Executive (based on Executive's Base Salary at an Incentive Bonus in respect of such fiscal year in an amount equal to the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso appliesAssumed Full Year Bonus multiplied by a fraction, the second anniversary numerator of which shall equal the date number of days in such Executive's termination, or if clause (A)(ii) fiscal year the Executive was employed by the Company and the denominator of this proviso applieswhich shall equal 365. In addition, the first anniversary of the Nonrenewal Date Executive shall continue to participate in, and (2) the date that shall receive all accrued benefits to which the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock entitled under all of the Company sufficient to elect a majority Compensation Plans, through the Date of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal DateTermination.

Compensation Upon Termination. (a) (i) If Executive's employment is terminated by the Company pursuant to subsection 5(f), or if Executive shall terminate his employment pursuant to subsection 5(d)(i5(D)(I), 5(d)(ii) ), or 5(d)(iii5(D)(III), then the Company shall pay to Executive, within 30 thirty (30) days of the date of such termination (or, if there is a dispute regarding such termination, within 30 thirty (30) days of the date such dispute is resolved) (such date, the "Severance Payment Date"), the following amounts, and amounts (in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination), the greater of(A) an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effecteffect immediately prior to termination, plus or (B) two (2) years' salary, plus, in either case, the bonus that would have been payable to Executive for the bonus year in which such termination occurs Executive's employment terminates (which shall not be discounted to take into account present value)) pro-rated for the months elapsed in such bonus year, and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from second anniversary of the date of that Executive's termination for reasons described in this Section 6(a)(i) to employment with the end of the Term then in effect (the "Severance Period") Company is less than two years or (ii) terminated. If the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Non-renewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self), then on the Non-employed person) at the end of the Severance Period or at the Nonrenewal renewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at on the time of terminationNon-renewal Date, payable in arrears, pro pro-rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Non-renewal Date (the "Supplemental Severance Period") and (2) the date that the Executive finds regular employmentshall, whether as an employee or as a self-employed personwithout charge, provided that the Company may at any time, in the discretion of be continued on the Company's chief executive officer, elect not to pay, or elect to discontinue payment medical reimbursement plans through the end of any, the Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal DatePeriod.

Compensation Upon Termination. In the event of 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. In addition, Employee shall be entitled to receive any bonuses accrued to the date of his termination of employment as provided in Section 5(g), and any vested incentive compensation that may be due Employee pursuant to the provisions of Exhibit B, which shall be payable (aif applicable) pursuant to the terms thereof. In the event that Company would terminate (ic) If ExecutiveEmployee's employment hereunder without cause pursuant to Section 11(a)(v) or Employee would terminate his employment for Good Reason pursuant to Sections 11(a)(vi)(A), (B), (D) or (E), Company shall be obligated to pay Employee, as severance pay, Employee's annual base salary in effect prior to such termination for the remaining term of the Agreement (as originally set forth in Section 2, as due) all bonus and incentive deferred compensation set forth in Section 5(d) and/or 5(g), as due, and an annual amount of Ten Thousand Dollars ($10,000.00) in lieu of all fringe benefits under this Agreement. In the event Employee would terminate his employment for Good Reason pursuant to Section 11(a)(vi)(C), Company shall be obligated to pay Employee, as severance pay, Employee's annual base salary in effect prior to such termination for the remaining term of this Agreement (as originally set forth in Section 2, as due). Provided further, that in the event Employee's employment is terminated by the Company pursuant to subsection 5(f)without cause or by Employee for Good Reason, or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which Employee shall not be discounted obligated to take into account present value), mitigate his damages and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons amounts and benefits described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employmentabove, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, he accepts or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Dateseeks alternative employment.

Compensation Upon Termination. (a) In the event the Employee’s employment hereunder is terminated for any reason, the Company shall have no further obligation to the Employee or the Employee’s estate, except to pay to the Employee or the estate of the Employee (i) If Executive's any accrued, but unpaid, Annual Base Salary, any authorized but unreimbursed business expenses, and any vacation benefits, which have accrued as of the Date of Termination, but were then unpaid or unused, (ii) any accrued, but unpaid, Annual Bonus Compensation which had heretofore been awarded by the Board of Directors, and (iii) if, and only if, the Employee’s employment hereunder is terminated either by the Company without Cause pursuant to the provisions of Section 1.6(b) hereof or by the Employee for Good Reason pursuant to the provisions of Section 1 .6(a)(4)(B) or the term of this Agreement is not renewed by the Company pursuant to subsection 5(f)Section 1.3 of this Agreement, or if Executive shall terminate his employment the amount set forth in the next paragraph. Any amount due the Employee pursuant to subsection 5(d)(i), 5(d)(iithe provisions of clauses (i) or 5(d)(iii), then and (ii) of this paragraph shall be paid by the Company shall pay to Executive, the Employee in a lump sum in cash within 30 days of such after the termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end employment of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the CompanyEmployee hereunder. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's Employee’s employment hereunder is terminated prior to the Nonrenewal Dateexpiration of the Employment Period pursuant to the provisions of Section 1.6(b) or Section 1 .6(a)(4)(B), the Employee shall be entitled to receive in addition to the amount set forth in the preceding paragraph an amount equal to the Employee’s Annual Base Salary and not the Override Salary. Any amount due the Employee pursuant to the provisions of this paragraph shall be paid by the Company to the executive in a lump sum in cash within 30 days after the termination of the employment of the Employee hereunder.

Compensation Upon Termination. (a) Upon the termination of Employee's employment under this Agreement before the expiration of the stated term hereof for any reason, Employee shall be entitled to (i) If Executive's employment is terminated the salary earned by her before the Company pursuant to subsection 5(feffective date of termination as provided in Section 3(a) hereof (including salary payable during any applicable notice period), or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then prorated on the Company shall pay to Executive, within 30 basis of the number of full days of such termination (or, if there is a dispute regarding such termination, within 30 days of service rendered by Employee during the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent payment period to the effective date of termination, an amount (ii) any accrued, but unpaid, vacation or sick leave benefits, and (iii) any previously authorized but unreimbursed business expenses, and (iv) the "Severance Payment"pro-rata portion of the Discretionary Bonus set forth in Section 3(c) equal to the aggregate salary payments (above which shall be determined based on the Base Salary annualization of the Employer's performance criteria in effect on its then-current fiscal year as established through the termination datedate of this Agreement. Determination of such metric achievement shall be subject to the same good faith discretion of the President as set forth in 3(c) above. If Employee's employment hereunder terminates because of the death or permanent disability of Employee, all amounts that may be due to her under this Section 7 shall be paid to her or her administrators, personal representatives, heirs and legatees, as may be appropriate. If Employee's employment hereunder terminates without cause pursuant to Section 6(d) above, Employer shall pay to Employee (in addition to the amounts set forth in Subsections 7(i), 7(ii), 7(iii) and 7(iv) above) salary payments for the duration of the initial term of this Agreement as set forth in Section 8 below when and as such salary payments would have come due had the Employee's employment not been paid terminated. Any options awarded that have not yet vested shall continue to Executive from vest under the date provisions of termination Section 4 above. Provided, that in the event Employee's employment hereunder terminates pursuant to the end Section 6(d) after i) a Change of Control of the Term then in effectCompany, plus or after ii) the bonus that would have been payable Employer ceases to Executive for conduct business as a going concern, or after iii) the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive Employer initiates Bankruptcy proceedings; Employee shall be entitled to continue an immediate payment equal to participate the next 12 months of regular salary payments in all Company Benefit Plans on lieu of such next twelve months of regular salary payments which would otherwise be due within the same basis initial term of this Agreement as set forth in Section 3(a) above, without prejudicing the Company's executive employees through rights of Employee to receive any additional salary payments which remain to be paid under the end initial term of this Agreement. The provisions of Sections 5 and 7 hereof shall survive the termination of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in employment relationship hereunder and this Section 6(a)(i) Agreement to the end extent necessary or reasonably appropriate to effect the intent of the Term then parties hereto as expressed in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Dateprovisions.

Compensation Upon Termination. (a) (i) If Executive's Upon termination of Employee’s employment under this Agreement, all of the Company’s obligation to pay Employee compensation and provide benefits under this Agreement shall terminate, except that in the event Employee’s employment is terminated by the Company based on notice provided by the Company pursuant to subsection 5(fParagraph 4(a) or 4(b), Employee shall be entitled to (1) a severance payment equal to one years’ Base Salary payable in a lump sum upon Employee’s Separation from Service, and continuation of health insurance and pension benefits (to the extent coverage terms permit) for a period of one (1) year from the date of such termination (the “Severance Period”); and (2) out-placement consulting services from a firm selected by the Company at a total cost not to exceed Fifteen Thousand Dollars ($15,000). Such out-placement services may not be provided to Employee beyond the last day of the second calendar year following the calendar year in which Employee’s Separation from Service (as defined below) occurred. The Company shall have the right to discontinue payments or other benefits hereunder in the event Employee breaches the restrictions in Paragraph 7 or 8 or any such restriction is determined to be unenforceable in any respect. Notwithstanding the foregoing, if Executive shall terminate his employment pursuant the amount of severance payment that would be payable to subsection 5(d)(iEmployee exceeds two times the lesser of (a) Employee’s annual rate of base salary as in effect for the year preceding the year of Employee’s Separation from Service (or, if higher, Employee’s base salary as in effect on the last day of the year preceding the year of Employee’s Separation from Service), 5(d)(iiand (b) or 5(d)(iiithe limit in effect under Section 401(a)(17) Internal Revenue Code (the “Code”) for the year in which Employee’s Separation from Service occurs (the “409A Cap”), then the Company shall pay to Executive, within 30 days amount of such termination (or, if there is a dispute regarding such termination, within 30 days Employee’s severance payment in excess of the date such dispute is resolved409A Cap shall be paid in a lump sum (without interest thereon) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in a six (6)-month delay which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period begins upon Employee’s Separation from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) Service. For purposes of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date.Agreement:

Compensation Upon Termination. (a) Except as provided further in this Section 6(a), if the Executive’s employment is terminated: (i) If Executive's employment is terminated by the Company for Cause; or (ii) by reason of the Executive’s death or Disability; or (iii) pursuant to subsection 5(f)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 if Executive shall terminate his employment 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 subsection 5(d)(iSection 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, 5(d)(ii) in the event the Executive’s employment terminates by reason of the Executive’s death or 5(d)(iii)Disability, then the Company shall pay Executive or his estate will be 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 payment received under the Company’s disability policies covering the Executive, within 30 days of such termination (or, if there is which amount shall be paid in a dispute regarding such termination, within 30 days 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 date such dispute is resolved) the following amountsExecutive’s death or Disability, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall or his estate also will be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end paid his Annual Bonus, pro-rated for his actual period of service during the fiscal year in which such termination occurs; providedof employment occurs and based on actual performance. Such Annual Bonus will be paid at the time such Annual Bonus would otherwise have been paid. Further, that if (A) (i) in the event the Executive’s employment terminates by reason of the Executive’s death or Disability, any 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 Executive's 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 for reasons described in this Section 6(a)(i) and be paid to the end Executive or his estate as soon as practicable after vesting, but in no event later than 21/2 months after the close of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid vesting occurs. The Executive’s entitlement to any other benefits will be determined in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an ’s employee or as a self-employed person, provided that the Company may at any time, benefit plans then in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Dateeffect.

Compensation Upon Termination. (a) (i) If Executive's employment is terminated by the Company terminates this Agreement pursuant to subsection 5(f)paragraph 7(a)(i) hereof, if Company terminates this Agreement pursuant to paragraph 7(a)(iii) hereof, or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(iivoluntarily terminates this Agreement for Good Reason (as defined below) or 5(d)(iii), then the (i) Company shall pay to ExecutiveExecutive or his estate, as applicable, within 30 thirty (30) days after the effective date of such termination (or, if there is any unpaid Base Salary accrued and earned by him hereunder up to and including the effective date of such termination plus a dispute regarding such termination, within 30 days pro rata amount of the date such dispute is resolvedTarget Bonus (determined by multiplying the Target Bonus amount by the number of days elapsed in the year of the term of this Agreement and dividing by 365) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance PaymentPro Rata Target Bonus Amount"), (ii) equal Company shall continue to the aggregate salary payments (based on pay Executive or his estate, as applicable, the Base Salary plus a pro rata amount of the Target Bonus (determined by multiplying the Target Bonus amount by the number of days in each applicable interval period and dividing by 365) (the "Interval Target Bonus Amount") at the usual intervals during the Severance Period (as defined below), but only if Executive fully complies with paragraph 10 of this Agreement, (iii) if applicable, during the Severance Period, Company shall pay Executive's COBRA premiums for medical insurance benefits in effect on the termination date) that would have been paid to Executive from the date of termination (provided that, to the end of extent permitted under applicable law, the Term then in effectSeverance Period will run concurrently with, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall count against, and not be discounted to take into account present valuein addition to, the 18-month statutory COBRA period), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on provide Executive with such other employee benefits for which Executive continues to qualify during the same basis as Severance Period, but only if Executive fully complies with paragraph 10 of this Agreement, and (iv) Executive's outstanding stock options and restricted shares shall accelerate and be fully vested upon a termination without "Cause". Notwithstanding any other provision of this Agreement to the Company's executive employees through the end of the fiscal year in which such termination occurs; providedcontrary, that if (A) (iCompany's obligations under this paragraph 8(a) shall be contingent on Executive executing and delivering to Company a general release of claims, substantially in the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to form attached hereto as the "Nonrenewal Date") Exhibit A, and (B) if Executive is not engaged engages in regular full-time employment after the termination of this Agreement (whether as an employee 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) at to provide comparable benefits to the end extent of the Severance Period or at the Nonrenewal Datebenefits so provided. For purposes of this Agreement, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date."

Compensation Upon Termination. (a) If Company terminates this Agreement pursuant to paragraph 7(a)(i) hereof or if Executive voluntarily terminates this Agreement for Good Reason (as defined below) or if this Agreement is terminated on a Contract Term Date because Company notifies Executive that this Agreement will not be renewed pursuant to paragraph 2(a), then (i) If Executive's employment is terminated by the Company pursuant to subsection 5(f), or if Executive shall terminate his employment pursuant be entitled to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then any unpaid Base Salary and Incentive Compensation accrued and earned by him hereunder up to and including the Company shall pay to Executive, within 30 days effective date of such termination (or, if there is a dispute regarding which shall be paid by Company to Executive within thirty (30) days after the effective date of such termination), within 30 days (ii) Company shall continue to pay Executive the Base Salary at the usual intervals during the Severance Period (as defined below), but only if Executive fully complies with paragraph 9 of this Agreement, (iii) during the Severance Period, Company shall pay Executive's COBRA premiums for medical insurance benefits in effect on the date such dispute is resolved) of termination (provided that the following amountsSeverance Period counts against, and is not in lieu addition to, the 18-month statutory COBRA period), but only if Executive fully complies with paragraph 9 of any further salary this Agreement, and bonus or other incentive compensation payments (iv) Executive's outstanding stock options and restricted shares may be exercised, but only to Executive for periods subsequent to the extent they were otherwise exercisable on the date of termination, an amount (within the ninety day period following termination of service, provided however, that the restricted share grant of 60,000 shares granted pursuant to Section 4(d) shall accelerate and be fully vested upon a termination without "Severance Paymentcause") equal . Notwithstanding any other provision of this Agreement to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effectcontrary, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (iCompany's obligations under this paragraph 8(a) shall be contingent on Executive executing and delivering to Company a general release of claims, substantially in the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to form attached hereto as the "Nonrenewal Date") Exhibit A, and (B) if Executive is not engaged engages in regular full-time employment after the termination of this Agreement (whether as an employee executive or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date), then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an any employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date.benefit and

Compensation Upon Termination. (a) If Employee’s employment is terminated pursuant to Sections 3(a)(iv), 3(b)(i), 3(b)(iii) or 3(c), Employee (if living), or Employee’s spouse (if the employment was terminated because of the death of Employee and Employee’s spouse survives him), or Employee’s estate (if the employment was terminated because of the death of Employee and Employee’s spouse does not survive him), shall be entitled to receive, and Employer shall pay, in addition to any other benefits provided to them or Employee hereunder or under any of the Benefit Plans, (i) If Executive's from the date the employment is terminated by terminates, Employee’s then current monthly base salary for a period twenty-four (24) months; (ii) an amount equal to one year’s bonus, based on the Company pursuant to subsection 5(f)annual average of Employee’s bonus(es) for the preceding three (3) fiscal years, or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(iipayable in a single lump sum within thirty (30) or 5(d)(iii), then the Company shall pay to Executive, within 30 days of such termination employment termination; and (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolvediii) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) incentive award that would have been paid to earned by the Employee under the Senior Executive from the date of termination to the end of the Term then in effect, plus the Incentive Compensation Plan (or its successor bonus that would have been payable to Executive plan/program) for the bonus fiscal year in which such termination occurs (which shall not be discounted the Employee’s employment is terminated; multiplied, however, by the percentage equal to take into account present value), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end percentage of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from Employee was actively employed. The payment of this amount shall be made at the date of Executive's termination for reasons described in this Section 6(a)(i) same time as the payment to the end other Company employees of the Term then incentive award is made for the fiscal year in effect (which the "Severance Period") Employee’s employment is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year terminated. Additionally, for a 24-month period after termination of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal DateEmployee’s employment, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") arrange to Executive (based on Executive's Base Salary at provide Employee, if available under the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's terminationBenefit Plans, or if clause (A)(ii) of this proviso appliesnot, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as pay to Employee an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not amount equal to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting Employer’s costs of, shares of the capital stock of the Company sufficient life, disability, accident, health insurance, and other “executive” benefits substantially similar to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating those which Employee was receiving or entitled to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated receive immediately prior to the Nonrenewal Datetermination.

Compensation Upon Termination. (a) (i) If In the event Executive's employment hereunder is terminated by the Company pursuant to subsection 5(fother than for cause (as defined in Section 10), disability (as defined in Section 10) or if death, or Executive shall terminate terminates his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive Good Reason," he shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) following severance benefits: (i) the period from the date of Executive's his base salary for six (6) months immediately following such termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years (plus, the bonus provided for in Section 5(B) attributable to the year in which termination of employment occurs, provided that such bonus payment shall be pro- rated based on the proportion of the objectives achieved during the portion of the bonus year worked by the Executive) to be paid according to the Company's regular payroll practices, and base salary for an additional six (6) month period commencing six (6) months following such termination (the "Additional Severance Period"), paid according to the Company's regular payroll practices, provided that such additional severance pay shall be reduced by the gross amount of any earnings from employment or consulting received by Executive during the Additional Severance Period (Executive agrees to provide the Company with an accurate account of such earnings received before the issuance of each monthly check during the Additional Severance Period); (ii) continuation medical coverage pursuant to COBRA, at the Company gives notice under Section 2 that Company's expense, until the term will not be beyond the last year expiration of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Additional Severance Period or at until Executive obtains alternative coverage from another source, whichever occurs first (the Nonrenewal Date, then at "Benefits Period"); (iii) during the end of the Severance Benefits Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional a monthly severance payments ("Supplemental Severance Payments") cash payment equal to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices cost of providing an individual policy term life insurance and group disability coverage for its executive employees) until Executive on the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if terms existing at the time of such electiontermination, Xxxxxxx Xxxxxx is plus, during the Chief Executive Officer Severance Period only, a "gross up" payment in the amount necessary to make the receipt of such cash payment tax-neutral to the Executive; (iv) any Standard Option Shares that are unvested at the time of such termination shall vest and become exercisable; (v) any Performance Option Shares that are unvested at the time of such termination, at the discretion of the Company. If Xxxxxxx Xxxxxx is not then Chief Board Of Directors, shall vest and become exercisable; and (vi) Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power up to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause one (A)(ii1) of the foregoing proviso relating to continuing payments year after the Nonrenewal Date on account effective date of the Company's failure such termination to extend the Term shall exercise his stock options (granted under this Agreement or otherwise) (Executive acknowledges that any stock options not be applicable if Executive's employment is terminated prior exercised within ninety (90) days after such effective date will have been converted to the Nonrenewal Datenon-qualified options.)

Compensation Upon Termination. (a) (i) If Executive's employment In the event this Agreement is terminated by the Company pursuant to subsection 5(f)Section 8, or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then the Company shall pay to ExecutiveEmployee his then current Base Salary, within 30 days prorated through the Employee's last day of employment with the Company (the "Termination Date") and solely those additional bonuses that had been declared or fully earned by Employee prior to such termination (or"Earned Bonuses"), but had not yet received Earned Bonuses, and any accrued vacation through the Termina tion Date pursuant to Section 6 (the "Termination Pay"). Except as set forth below, all employment compensation and benefits shall cease as of the Termination Date. In addition to the foregoing: (a) In the event that such termination arises under Section 8(a), Employee's estate shall be entitled to receive severance compensation equal to such amount of Employee's then current Base Salary as would have been over an additional thirty (30) day period; (b) Employee recognizes that this Agreement and Employee's employment with the Company may be terminated at any time by the Company prior to the Expiration Date "without cause" and nothing contained herein shall require that the Company continue to employ the Employee until the Expiration Date; notwithstanding the foregoing, if there prior to the Expiration Date of this Agreement or prior to its termination pursuant to Sections 8(a) - 8(d) or 8(f) hereof or this, this Agreement is a dispute regarding such terminationterminated pursuant to Section 8(e) above, within 30 days the Employee shall: (y) receive the greater of either: (i) his then current Base Salary through the Expiration Date of the date Agreement or (ii) four (4) months Base Salary when such dispute is resolved) payments would have otherwise been paid had Employee's employment with the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount Company continued (the "Severance PaymentSalary"); and (z) equal be entitled to continue to receive through the aggregate salary payments Expiration Date solely the health, dental, disability and life insurance benefits that Employee was receiving or participating in pursuant to Section 6 immediately prior to such termination, as though such termination had not occurred. If the Company is unable to continue such benefits, the Company shall obtain or reimburse Employee for all costs actually incurred by the Employee to obtain substantially equivalent benefits (based on the Base Salary in effect on the termination date) that "Severance Benefits"). The Severance Benefits shall be provided to Employee as and when such amounts or benefits would have been paid to Executive from Employee had such termination not occurred until the date first to occur of: (1) the Expiration Date, (2) Employee's Death, or (3) until such time as Employee obtains other employment which offers any of termination such benefits to its employees of similar stature with the Employee. In the event any comparable benefit obtained or available to the end of the Term then Employee in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") his new employment is less than two years or (ii) such Severance Benefits being provided pursuant to this Section 9, the Company gives notice under Section 2 that will provide for or pay the term will not be beyond monetary costs of obtaining such additional benefits necessary to provide substantially similar overall benefits. The Severance Salary and the last year of the term then in effect (the last day of such term is Severance Benefits are hereinafter collectively referred to as the "Nonrenewal DateSeverance Compensation". THE SEVERANCE COMPENSATION IN THIS SUBSECTION 9(b) and SHALL BE PAID OR MADE AVAILABLE TO EMPLOYEE AS LIQUIDATED DAMAGES FOR ALL CLAIMS EMPLOYEE WOULD HAVE WITH RESPECT TO: (Bi) Executive is not engaged in regular employment THE TERMINATION OF THIS AGREEMENT OR THE TERMINATION OF EMPLOYEE'S EMPLOYMENT UPON THE EXPIRATION OF THIS AGREEMENT; (whether as an employee or as a self-employed personii) at the end of the Severance Period or at the Nonrenewal DateANY COMPENSATION OR BENEFITS DUE EMPLOYEE FROM THE COMPANY PURSUANT TO THIS AGREEMENT AND (iii) THE INJURY TO EMPLOYEE'S REPUTATION AS A RESULT OF ANY TERMINATION OF THIS AGREEMENT OR TERMINATION OF EMPLOYMENT UPON THE EXPIRATION OF THIS AGREEMENT. IN CONNECTION THEREWITH, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the CompanyTHE PARTIES AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE ACTUAL AMOUNT OF SUCH DAMAGES AND CLAIMS DUE EMPLOYEE WITH RESPECT THERETO AND THAT SUCH SEVERANCE COMPENSATION AND/OR TERMINATION PAY SHALL CONSTITUTE A REALISTIC AND REASONABLE VALUATION OF THE DAMAGES WITH RESPECT TO EMPLOYEE'S CLAIMS. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date.__________ ____________

Compensation Upon Termination. (a) (i) If Executivea. In the event that the Company terminates Moog's employment is terminated by the Company pursuant to subsection 5(f)Section 8a(1) hereof, or if Executive shall terminate Moog terminates his employment pursuant to subsection 5(d)(iSection 8a(4), 5(d)(iithe Company shall promptly pay Moog the sum of: (i) all accrued compensation (including vacation time) and bonus earned through the effective date of termination and (ii) an amount equal to the greater of the present value (determined as of the effective date of termination using a 7% discount rate) of the compensation owed Moog for the remainder of the original 3 year term of this Agreement or 5(d)(iiithe present value (determined as of the effective date of termination using a 7% discount rate) of Moog's Base Salary then in effect. Additionally, the Company shall continue to pay and provide Moog all other benefits under this Agreement for the remainder of the original 3 year term of this Agreement or one (1) year after the effective date of termination, whichever is later; provided, however, with respect to any benefit in which Moog is no longer eligible to participate or which otherwise reasonably cannot be continued for him, the Company, in its sole discretion, shall either provide a substantially equivalent form of benefit to Moog, or pay to Moog an amount equal to the present value (determined as prescribed above with respect to compensation) of the Company's cost of providing the benefit (at the applicable cost in effect immediately prior to termination of the benefit and including in the case of any amounts relating to life insurance and disability insurance under Sections 5(a) and 5(d), then the applicable taxes thereon resulting from any such payments) for the remainder of the original three-year term of this Agreement or one (1) year after the effective date of termination, whichever is later. If Moog accepts alternative employment at or after the effective date of termination, the Company shall be relieved of any obligation to provide benefits to Moog to the extent that the benefits are duplicative of benefits provided to Moog by his new employer; provided, notwithstanding the foregoing, if comparable health insurance coverage for Moog and his qualified beneficiaries is not provided by a new employer, Moog shall have the right to convert his health insurance benefits to individual coverage pursuant to COBRA. Should Moog so elect, the Company shall pay to Executive, within 30 days of for such termination COBRA coverage for 18 months (or, if there is a dispute regarding such termination, within 30 days of but in no event later than the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second fourth anniversary of the Effective Date) of health care coverage beginning with the month contiguous with the last effective date of such ExecutiveMoog's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of health care coverage by the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date.

Compensation Upon Termination. (a) (i) If the Executive's ’s employment is terminated by the Company pursuant to subsection 5(f)for Cause or by reason of the Executive’s death or Disability, or if the Executive shall terminate provides a Notice of Non-Renewal or gives a written notice of resignation without Good Reason, the Company’s sole obligations hereunder will be to pay the Executive or his employment estate the following amounts that the Executive earned pursuant to subsection 5(d)(i)the provisions of this Agreement but that were not paid as of the Termination Date: (i) Base Salary, 5(d)(ii(ii) reimbursement for any and all monies advanced or 5(d)(iii)expenses incurred pursuant to Section 5(a) through the Termination Date, then provided the Company shall pay to Executive has submitted appropriate documentation for such expenses, and (iii) the amount of the Executive, within 30 days of such termination (or’s accrued but unpaid vacation time, if there is a dispute regarding such terminationany, within 30 days of in accordance with the date such dispute is resolved) Company’s policies, as may be in effect from time to time, for its senior executives generally; (these amounts will collectively be referred to as the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent “Accrued Cash Obligations”). In addition to the date Accrued Cash Obligations, in the event the Executive’s employment terminates by reason of terminationhis death or Disability, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall or his estate will be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end paid his Target Bonus, pro-rated for his actual period of service during the fiscal year in which such termination of employment occurs; provided. Such pro-rated Target Bonus shall be paid to the Executive or his estate by the fifteenth day of the third calendar month following the date of the Executive’s termination of employment, that subject to any required holdback under Section 12(b). Furthermore, if the Executive’s employment terminates as a result of death or Disability, then the Executive or his estate shall, solely for purposes of satisfying the service-vesting requirement of any unvested portion of any such equity award, receive an additional twelve (A12) months of service-vesting credit. In addition, any stock option grant, to the extent vested (iincluding the additional service vesting credit described above) and outstanding at the time of the termination of the Executive’s employment by reason of death or Disability, will remain exercisable for a twelve (12)-month period measured from the date of Executive's that termination for reasons described event, but in this Section 6(a)(i) to no event beyond the end expiration of the Term then maximum stock option term. Notwithstanding the foregoing, in effect (no event shall the "Severance Period") Executive vest in any portion of any equity award, unless the applicable performance goal for that award, if any, is less than two years or (ii) the Company gives notice under Section 2 that the term attained. The Executive’s entitlement to any other benefits will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid determined in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an ’s employee or as a self-employed person, provided that the Company may at any time, benefit plans then in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Dateeffect.

Compensation Upon Termination. (a) (i) If the Executive's employment is terminated by the Company pursuant to subsection 5(f)as a result of his death or Disability, or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then the Company shall (i) pay to the Executive or to the Executive's estate, within 30 days of such termination as applicable, (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolvedx) the following amounts, his Base Salary and in lieu of any further salary accrued and bonus or other incentive compensation payments to Executive for periods subsequent to unpaid Bonus and expense reimbursement amounts through the date of terminationhis death or Disability and (y) the pro rata portion of the Guaranteed Bonus and Stock Options earned by the Executive during the year of his death or Disability (which, an amount for this purpose, shall be prorated in accordance with the number of full months in such year during which the Executive was employed hereunder), and (ii) for the "Severance Payment"shorter of twelve (12) equal months following his death or Disability or the balance of the Term (as if such termination had not occurred) provide continuation coverage to the aggregate salary payments (based on members of the Base Salary Executive's family and, in effect on the termination date) that would have been paid to Executive from the date case of termination for Disability, the Executive under all major medical and other health, accident, life or other disability plans and programs in which such family members and, in the case of termination for Disability, the Executive participated immediately prior to his death or Disability. All Stock Options that are scheduled to vest by the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus calendar year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled accelerated and deemed to continue to participate in all Company Benefit Plans on the same basis have vested as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, date. All Stock Options that if have not vested (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) or been deemed pursuant to the end of the Term then in effect (the "Severance Period"immediately preceding sentence to have vested) is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the 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 termination, death or if clause Disability (A)(iiincluding the Options described in the immediately preceding sentence) shall remain exercisable for a period of this proviso applies, the first anniversary of the Nonrenewal Date and (2) 90 days after the date that the Executive finds regular employment, whether as an employee of his death or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal DateDisability.

Compensation Upon Termination. (a) If the Executive’s employment is terminated as a result of his death or Disability, the Company shall (i) If Executive's employment is terminated by the Company pursuant to subsection 5(f), or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then the Company shall pay to the Executive or to the Executive’s estate, within 30 days of such termination as applicable, (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolvedx) the following amounts, his Base Salary and in lieu of any further salary accrued and bonus or other incentive compensation payments to Executive for periods subsequent to unpaid Bonus and expense reimbursement amounts through the date of terminationhis death or Disability and (y) the pro rata portion of the Guaranteed Bonus and Stock Options earned by the Executive during the year of his death or Disability (which, an amount for this purpose, shall be prorated in accordance with the number of full months in such year during which the Executive was employed hereunder), and (ii) for the "Severance Payment"longer of twelve (12) equal months following his death or Disability or the balance of the Term (as if such termination had not occurred) provide continuation coverage to the aggregate salary payments (based on members of the Base Salary Executive’s family and, in effect on the termination date) that would have been paid to Executive from the date case of termination for Disability, the Executive under all major medical and other health, accident, life or other disability plans and programs in which such family members and, in the case of termination for Disability, the Executive participated immediately prior to his death or Disability. All Stock Options that are scheduled to vest by the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus calendar year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled accelerated and deemed to continue to participate in all Company Benefit Plans on the same basis have vested as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, date. All Stock Options that if have not vested (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) or been deemed pursuant to the end of the Term then in effect (the "Severance Period"immediately preceding sentence to have vested) is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of termination shall be deemed to have expired as of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary date. Any Stock Options that have vested as of the Nonrenewal Date and date of the Executive’s death or Disability (2including the Options described in the immediately preceding sentence) shall remain exercisable for a period of ninety (90) days after the date that the Executive finds regular employment, whether as an employee of his death or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal DateDisability.

Compensation Upon Termination. (a) (i) If ExecutiveEmployee's employment is terminated by the Company pursuant to subsection 5(fSections 3(a)(iv), 3(b)(i), 3(b)(iii) or 3(c), Employee (if living), or Employee's spouse (if Executive shall terminate his the employment pursuant to subsection 5(d)(iwas terminated because of the death of Employee and Employee's spouse survives him), 5(d)(ii) or 5(d)(iiiEmployee's estate (if the employment was terminated because of the death of Employee and Employee's spouse does not survive him), shall be entitled to receive, and Employer shall pay, in addition to any other benefits provided to them or Employee hereunder or under any of the Benefit Plans, (i) from the date the employment terminates, Employee's then current monthly base salary for a period twelve (12) months; (ii) an amount equal to one year's bonus, based on the Company shall pay to Executiveannual average of Employee's bonus(es) for the preceding three (3) fiscal years, payable in a single lump sum within 30 thirty (30) days of such termination employment termination; and (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolvediii) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) incentive award that would have been paid to earned by the Employee under the Senior Executive from the date of termination to the end of the Term then in effect, plus the Incentive Compensation Plan (or its successor bonus that would have been payable to Executive plan/program) for the bonus fiscal year in which such termination occurs (which shall not be discounted the Employee's employment is terminated; multiplied, however, by the percentage equal to take into account present value), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end percentage of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from Employee was actively employed. The payment of this amount shall be made at the date of Executive's termination for reasons described in this Section 6(a)(i) same time as the payment to the end other Company employees of the Term then incentive award is made for the fiscal year in effect (which the "Severance Period") Employee's employment is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year terminated. Additionally, for a 12-month period after termination of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal DateEmployee's employment, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") arrange to Executive (based on Executive's Base Salary at provide Employee, if available under the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's terminationBenefit Plans, or if clause (A)(ii) of this proviso appliesnot, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as pay to Employee an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Companyamount equal to Employer's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting costs of, shares of the capital stock of the Company sufficient life, disability, accident, health insurance, and other "executive" benefits substantially similar to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating those which Employee was receiving or entitled to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated receive immediately prior to the Nonrenewal Datetermination.

Compensation Upon Termination. If the Executive shall terminate his employment hereunder as provided in Section VI(a)(i)-(iv) hereof, if the Company shall terminate the Executive's employment for any reason other than for cause, or if the Company shall have given the Executive written notice that the Employment Agreement shall not be extended, the Executive shall be paid his full compensation through the date of notice of termination and, in addition, shall be paid, in a lump sum, an amount equal to the remaining compensation due under the Agreement, or else Executive's total compensation for a period of twenty-four (a24) months, whichever is greater. Such lump sum payment shall not be reduced by any present value calculation nor by any other amount and shall be paid to the Executive within thirty (i30) days of the Executive's date of termination. In addition, all stock options previously granted to Executive shall become immediately and fully vested, and subject to exercise according to and in compliance with the Assumed Plan and Sections III(c)(ii) and (iii) set forth herein and the Internal Revenue Code. If the Executive's employment is terminated by the Company pursuant to subsection 5(f)for cause, or if Executive shall terminate have voluntarily resigned his employment, or if Executive notifies the Company of his intent not to extend this Agreement, or in the event the Executive dies during his employment pursuant hereunder, or if by reason of illness or other incapacity, Executive should be unable to subsection 5(d)(i)perform the services agreed upon herein, 5(d)(ii) or 5(d)(iii), then Executive shall be entitled to any and all compensation payments previously agreed upon by Executive and the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to through the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end plus any and all other vested benefits under any profit sharing or other plan of the Term then company in effect, plus accordance with the bonus that would have been payable to Executive for the bonus year in which terms and conditions of such termination occurs (which shall not be discounted to take into account present value)plan, and no further payments. If the Executive's employment is terminated because of any breach of this Agreement by the Company, the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis any other damages which he may sustain as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day a result of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end breach including damages for loss of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at benefits under any time, in the discretion of the Company's chief executive officerbenefit incentive compensation, elect not to payretirement income, or elect other plans that the Executive would have received had his employment continued for the full term provided for in this Agreement. In addition, the Executive shall also be entitled to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of recover from the Company sufficient to elect any legal fees or other expenses incurred by the Executive as a majority result of the Company's Board of Directorsimproper termination hereof. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term Executive shall not be applicable if Executive's employment is terminated prior required to mitigate the Nonrenewal Dateamount of any payment provided for by this Agreement by seeking other reemployment or otherwise.

Compensation Upon Termination. (a) In the event that Employee's employment under this Contract is terminated pursuant to paragraphs 9(a)(i) or 9(c) above, Employer shall be obligated to continue to pay to Employee periodically in accordance with the terms of this Contract (i) If Executivethe Employee's employment is terminated by Base Salary, as in effect as of the Company pursuant to subsection 5(f), or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then the Company shall pay to Executive, within 30 days date of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of such termination to the end of the Initial Term then in effect, plus and (ii) bonus payments equal to the bonus that Maximum Bonus to which Employee would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled pursuant to continue the provisions of paragraph 4(b) above. (b) In the event that Employee's employment under this Contract is terminated pursuant to participate in all Company Benefit Plans on the same basis as the Company's executive employees paragraph 9(b) above, Employer shall pay Employee that portion of his Base Salary which accrued through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to at the end of the Term then rate in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time notice of terminationtermination is given and Employer shall have no further obligations to Employee under this Contract. (c) In the event that Employee gives notice of termination of his employment under this Contract, payable in arrearsor terminates his employment, pro rated for pursuant to paragraph 9(a)(ii) after the months in Effective Time, Employer shall pay Employee that portion of his Base Salary which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of accrued through the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, termination at the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, rate in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if effect at the time notice of such election, Xxxxxxx Xxxxxx termination is given and Employer shall have no further obligations to Employee under this Contract. (d) In the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executiveevent that Employee's employment under this Contract is terminated prior pursuant to paragraph 9(d) above, Employer shall pay to Employee's estate that portion of his Base Salary which accrued through the Nonrenewal Datedate of termination at the rate in effect at the time notice of termination is given and Employer shall have no further obligation to Employee under this Contract except for the obligation to turn over to Employee's estate the proceeds of any life insurance policies insuring the life of Employee to which he, his estate or any beneficiary designated by him are entitled, including without limitation, the insurance policy referred to in paragraph 5 above.

Compensation Upon Termination. (a) (i) If Executive's the employment of the Executive is terminated pursuant to Section 8(a), by reason of the Executive’s death, the Company agrees to pay directly to the Executive’s surviving spouse (or to another recipient designated in writing by the Company pursuant Executive from time to subsection 5(ftime), or if Executive the Executive’s spouse shall terminate his employment pursuant not survive the Executive, then to subsection 5(d)(ithe legal representative of the Executive’s estate: (i) for a period of twelve (12) months (commencing with the Date of Termination) an amount equal to and payable at the same rate as the Executive’s then current Base Salary; (ii) any Annual Bonus payable but not yet paid with respect to any fiscal year ended prior to the Date of Termination (the “Unpaid Prior Year Bonus”), 5(d)(iipayable no later than the time specified in Section 4(b); (iii) or 5(d)(iii), then the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days pro rata portion of the date such dispute is resolved) Annual Bonus Executive would have earned for the following amounts, and in lieu fiscal year of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount termination had no termination occurred (the "Severance Payment") equal to the aggregate salary payments (calculated based on the Base Salary then-current Annual Bonus Target and the number of days the Executive was employed by the Company in effect on the termination date) that would have been paid to Executive from fiscal year during which the date Date of termination Termination occurs compared to the end total number of days in such fiscal year) (the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value“Pro-rated Current Year Bonus”), and payable no later than the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end September 15 of the fiscal year following the fiscal year of the Date of Termination; and (iv) continued vesting of any Equity Bonus awards or awards under the Plan that were granted prior to the Date of Termination for a period of one (1) year following the Date of Termination, with payments made at the same times they would have been made had the Executive continued to be employed through such date (and, for the avoidance of doubt, any such awards that would not have been payable but for continued employment through such date shall be forfeited). The foregoing payments shall be in which such termination occurs; provided, that if (A) (i) addition to what the period from the date of Executive's termination spouse, beneficiaries or estate may be eligible to receive pursuant to any employee benefit plan or life insurance policy then provided to the Executive or maintained by the Company. The payments provided for reasons described in this Section 6(a)(i10(a) to shall fully discharge the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock obligations of the Company sufficient and its affiliates hereunder and the Company and its affiliates shall be under no obligation to elect a majority provide any further compensation to the Executive, the Executive’s surviving spouse or the legal representative of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date’s estate.

Compensation Upon Termination. (a) (i) A. If the Executive's employment is services are terminated by the Company pursuant to subsection 5(f)Paragraph 7A, 7B, or if Executive shall terminate his employment pursuant to subsection 5(d)(i)7D, 5(d)(ii) or 5(d)(iii), then the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue his salary through his final date of active employment, plus any accrued but unused vacation pay. The Executive also shall be entitled to participate any benefits mandated under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) or required under the terms of any death, insurance, or retirement plan, program, or agreement provided by the Employer and to which the Executive is a party or in all Company Benefit Plans on which the same basis Executive is a participant, including, but not limited to, any short-term or long-term disability plan or program, if applicable. B. If the Executive's services are terminated pursuant to Paragraph 7C or 7E, the Executive shall be entitled to his salary through his final date of active employment, plus any accrued but unused vacation pay. The Executive also shall be entitled to the continuation of his current base salary (as the Company's executive employees set forth in Paragraph 5A) for a period of twenty-four (24) months or, if lesser, through the end of the fiscal year term of this Agreement (the "Salary Continuation Period"), provided (a) he signs an agreement that releases the Employer from actions, suits, claims, proceedings and demands related to the period of employment and/or the termination of employment, and (b) the Employer shall be permitted to offset from the severance pay hereunder any salary paid to the Executive during the ninety (90) day written notice period, if the Executive performs no services during such ninety (90) day written notice period. In addition, the terms of the stock option awards, and the rights of the Executive thereunder, shall continue to apply in the event of a termination hereunder. The Executive also shall be entitled to any benefits mandated under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) or required under the terms of any death, insurance, or retirement plan, program, or agreement provided by the Employer and to which the Executive is a party or in which such termination occursthe Executive is a participant. C. This Paragraph 8 shall not supersede or invalidate any severance benefit agreement or other benefit plans to which the Executive is a party or in which the Executive is a participant; provided, however, if a change in control shall occur (as defined in Section 280G(b)(2)(a)(i) of the Code), and a determination is made by legislation, regulation, ruling directed to the Executive or the Employer, or court decision, that if (A) (i) the period aggregate amount of any payment made to the Executive hereunder, or pursuant to any plan, program, or policy of the Employer in connection with, on account of, or as a result of, such change in control constitutes "excess parachute payments" under the Code that are subject to the excise tax provisions of Section 4999 of the Code, or any successor sections thereof, the Executive shall be entitled to receive from the date Employer, in addition to any other amounts payable hereunder, an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of Executive's termination for reasons described in this Section 6(a)(iall taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed thereon) and any excise tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the end excise tax imposed. All determinations required to be made under this Paragraph 8, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm designated by the Employer and reasonably acceptable to the Executive which is one of the Term then four largest accounting firms in effect the United States (the "Severance PeriodAccounting Firm"), which shall provide detailed supporting calculations both to the Employer and the Executive within fifteen (15) is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year business days of the term then in effect (receipt of notice from the last day of Executive that there has been an excess parachute payment, or such term earlier time as is referred to as requested by the "Nonrenewal Date") Employer. All fees and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end expenses of the Severance Period or at Accounting Firm shall be borne solely by the Nonrenewal DateEmployer. Any Gross-Up Payment, then at as determined pursuant to this Paragraph 8 shall be paid by the end Employer to the Executive within five (5) business days of the Severance Period, or on receipt of the Nonrenewal Date as Accounting Firm's determination. As a result of the case may be uncertainty in the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary application of Section 4999 of the Code at the time of terminationthe initial determination by the Accounting Firm hereunder, payable in arrearsit is possible that Gross-Up Payments which will not have been made by the Employer should have been made ("Underpayment") consistent with the calculations required to be made hereunder. In the event that the Employer exhausts its remedies hereunder and the Executive thereafter is required to make a payment of any excise tax, pro rated the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Employer to or for the months benefit of the Executive. The Executive shall notify the Employer in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Employer of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and shall apprise the Employer of the nature of such claim and the date on which such payments begin and end and otherwise calculated and paid claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to the Employer (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Employer notifies the Executive in accordance with writing prior to the Company's payroll practices for its executive employees) until expiration of such period that it desires to contest such claim, the earlier of Executive shall: (1) if clause (A)(i) of this proviso applies, give the second anniversary of Employer any information reasonably requested by the date of Employer relating to such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and claim; (2) take such action in connection with contesting such claim as the date Employer shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Employer; (3) cooperate with the Employer in good faith in order effectively to contest such claim; and (4) permit the Employer to participate in any proceedings relating to such claim; provided, however, that the Employer shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive finds regular employmentharmless, whether as on an employee after-tax basis, for any excise tax or income tax (including interest and penalties with respect thereto) imposed as a self-employed person, provided that the Company may at any time, in the discretion result of the Company's chief executive officer, elect not to pay, or elect to discontinue such representation and payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Companycosts and expenses. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of Without limitation on the foregoing proviso relating to continuing payments after provision of this Paragraph 8C, the Nonrenewal Date on account of the Company's failure to extend the Term Employer shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date.control all proceedings taken in connection with such

Compensation Upon Termination. (a) Except as provided further in this Section 8(a), if the Executive’s employment is terminated: (i) If Executive's employment is terminated by the Company for Cause; (ii) by reason of the Executive’s death or Disability; (iii) pursuant to subsection 5(f)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 if Executive shall terminate his employment 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 subsection 5(d)(iSection 6(a) through the Termination Date, provided the Executive has submitted appropriate and timely 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, 5(d)(iishould the Executive’s employment terminate by reason of his death or Disability prior to the completion of the fiscal-year performance period to which his then current Target Bonus potential under Section 3(b) or 5(d)(iii)of this Amended and Restated Agreement is tied, then he or his estate will be entitled to a pro-rated portion of the Annual Bonus (if any) that the Executive would have earned for that period had he remained in the Company’s employ until the completion of that period. The amount of the pro-rated portion of the Annual Bonus to which the Executive or his estate shall be entitled shall be determined by multiplying (x) the actual Annual Bonus the Executive would have earned for the applicable performance period, based on actual Company shall pay performance for such period and his individual performance, had he remained in the Company’s employ through the end of that period by (y) a fraction, the numerator of which is the number of months (rounded to Executive, within 30 days of the next whole month) during which the Executive remained in the Company’s employ during the fiscal-year performance period in which such termination of employment occurs and the denominator of which is twelve (or12). Such pro-rated Annual Bonus shall be paid to the Executive or his estate by the fifteenth day of the third calendar month following the close of the fiscal-year period, subject to any required holdback under Section 13(b). Furthermore, if there is the Executive’s employment terminates as a dispute regarding such terminationresult of his death or Disability, within 30 days of the date such dispute is resolved) the following amountsthen any unvested stock options, and in lieu of any further salary and bonus restricted stock, restricted stock units or other incentive compensation payments to Executive for periods subsequent equity awards granted to the date of termination, an amount Executive (other than the "Severance Payment") equal New Equity Awards to be made to the aggregate salary payments (based on the Base Salary in effect on the termination dateExecutive pursuant to Section 4(c) of this Amended and Restated Agreement) that would have otherwise been paid to Executive from vested on the date of such termination to of employment had the end vesting schedule for each of those grants been in the form of successive equal monthly installments over the applicable vesting period will immediately vest. The shares of the Term then in effect, plus the bonus that would have been payable Company’s Class A common stock underlying any restricted stock units or other equity-based awards to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive becomes entitled in accordance with the foregoing shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary issued at the time of terminationor times set forth in the applicable agreements evidencing those awards, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid subject to any required holdback under Section 13(b). The Executive’s entitlement to any other benefits will be determined in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an ’s employee or as a self-employed person, provided that the Company may at any time, benefit plans then in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Dateeffect.

Compensation Upon Termination. (a) (i) If the Executive's ’s employment is terminated by the Company pursuant to subsection 5(f)for Cause or by reason of the Executive’s death or Disability, or if the Executive shall terminate provides a Notice of Non-Renewal or gives a written notice of resignation without Good Reason, the Company’s sole obligations hereunder will be to pay the Executive or his employment estate 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 subsection 5(d)(i)Section 6(a) through the Termination Date, 5(d)(iiprovided the Executive has submitted timely and appropriate documentation for such expenses, and (iii) or 5(d)(iii), then the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days amount of the date such dispute is resolvedExecutive’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 death or Disability, the Executive or his estate will be paid at that time a special separation payment in a dollar amount determined by multiplying (x) the following amounts, and in lieu average of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive his actual Annual Bonuses for the bonus year in which such termination occurs three fiscal years (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as or fewer number of fiscal years of employment with the Company's executive employees through the end of ) immediately preceding the fiscal year in which such termination occurs; providedof employment occurs (or, solely with respect to a triggering event occurring during the Company’s 2009 fiscal year, the Executive’s target bonus for such year) by (y) a fraction, the numerator of which is the number of months (rounded to the next whole month) during which the Executive is employed by the Company in the fiscal year in which such termination of employment occurs and the denominator of which is twelve (12). Furthermore, if the Executive’s employment terminates as a result of his death, then any unvested stock options, restricted stock, restricted stock units, or other equity granted to the Executive that if (A) (i) would otherwise vest solely on the period from basis of his continued service with the Company will immediately vest as to the number of shares in which the Executive would have otherwise been vested on the date of Executive's termination his death had the service vesting schedule for reasons described each of those grants been in this Section 6(a)(i) to the end form of successive equal monthly installments over the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of applicable service vesting period. Should any such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as unvested equity awards also have a selfperformance-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary vesting component at the time of terminationthe Executive’s death, payable then upon the attainment of the applicable performance goals, the service vesting component of each such award shall be applied as if that service vesting component had been in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid form of successive equal monthly installments over the applicable service vesting period. The Executive’s entitlement to any other benefits will be determined in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an ’s employee or as a self-employed person, provided that the Company may at any time, benefit plans then in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Dateeffect.

Compensation Upon Termination. (a) (i) If Executive's employment In the event this Agreement is terminated by the Company pursuant to subsection 5(f)Section 8, or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then the Company shall pay to ExecutiveEmployee his then current Base Salary, within 30 days prorated through the Employee's last day of such termination employment with the Company (or, if there is a dispute regarding the "Termination Date") and solely those additional bonuses that had been declared or fully earned by Employee prior to such termination, within 30 days but had not yet been received ("Earned Bonuses"), and any accrued vacation through the Termination Date pursuant to Section 6 (the "Termination Pay"). Except as set forth below, all employment compensation and benefits shall cease as of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent Termination Date. In addition to the date foregoing: (a) In the event that such termination arises under Section 8(a), Employee's estate shall be entitled to receive severance compensation equal to such amount of terminationEmployee's then current Base Salary as would have been over an additional thirty (30) day period; (b) Employee recognizes that this Agreement and Employee's employment with the Company may be terminated at any time by the Company prior to the Expiration Date "without cause" and nothing contained herein shall require that the Company continue to employ the Employee until the Expiration Date; notwithstanding the foregoing, an amount if prior to the Expiration Date of this Agreement or prior to its termination pursuant to Sections 8(a) - 8(d) or 8(f) hereof or this, this Agreement is terminated pursuant to Section 8(e) above, the Employee shall: (y) receive the greater of either: (i) his then current Base Salary through the Expiration Date of the Agreement or (ii) six (6) months Base Salary when such payments would have otherwise been paid had Employee's employment with the Company continued (the "Severance PaymentSalary"); and (z) equal be entitled to continue to receive through the aggregate salary payments Expiration Date solely the health, dental, disability and life insurance benefits that Employee was receiving or participating in pursuant to Section 6 immediately prior to such termination, as though such termination had not occurred. If the Company is unable to continue such benefits, the Company shall obtain or reimburse Employee for all costs actually incurred by the Employee to obtain substantially equivalent benefits (based on the Base Salary in effect on the termination date) that "Severance Benefits"). The Severance Benefits shall be provided to Employee as and when such amounts or benefits would have been paid to Executive from Employee had such termination not occurred until the date first to occur of: (1) the Expiration Date, (2) Employee's Death, or (3) until such time as Employee obtains other employment which offers any of termination such benefits to its employees of similar stature with the Employee. In the event any comparable benefit obtained or available to the end of the Term then Employee in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") his new employment is less than two years or (ii) such Severance Benefits being provided pursuant to this Section 9, the Company gives notice under Section 2 that will provide for or pay the term will not be beyond monetary costs of obtaining such additional benefits necessary to provide substantially similar overall benefits. The Severance Salary and the last year of the term then in effect (the last day of such term is Severance Benefits are hereinafter collectively referred to as the "Nonrenewal DateSeverance Compensation". THE SEVERANCE COMPENSATION IN THIS SUBSECTION 9(b) and SHALL BE PAID OR MADE AVAILABLE TO EMPLOYEE AS LIQUIDATED DAMAGES FOR ALL CLAIMS EMPLOYEE WOULD HAVE WITH RESPECT TO: (Bi) Executive is not engaged in regular employment THE TERMINATION OF THIS AGREEMENT OR THE TERMINATION OF EMPLOYEE'S EMPLOYMENT UPON THE EXPIRATION OF THIS AGREEMENT; (whether as an employee or as a self-employed personii) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ANY COMPENSATION OR BENEFITS DUE EMPLOYEE FROM THE COMPANY PURSUANT TO THIS AGREEMENT AND ("Supplemental Severance Payments"iii) to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date.THE INJURY TO EMPLOYEE'S REPUTATION AS A

Compensation Upon Termination. (a) If Company terminates this Agreement without Cause pursuant to Section 7(a)(i) hereof or if Executive voluntarily terminates this Agreement for Good Reason (as defined below) then (i) If Executive's employment is terminated by the Company pursuant to subsection 5(f), or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then the Company shall pay to Executive, Executive within 30 thirty (30) days after the effective date of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the unpaid Base Salary in effect on accrued and earned by him hereunder up to and including the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that shall pay to Executive the term will not be beyond sum of one times the last year Executive’s annual Base Salary in effect as of the term then termination date plus an amount equal to the average of the Executive’s Bonus paid in effect respect of the prior two calendar years, if any (which amount, with respect to a termination date during the first two years following the Effective Date only, shall be not less than 37.5% of Executive’s Base Salary) (the last day of “Severance Payment”), with such term is referred to as the "Nonrenewal Date"payment being made in equal installments over a one (1) and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid year period in accordance with the Company's ’s ordinary payroll practices practices, except as otherwise provided below and (iii) Executive’s outstanding stock options shall accelerate and become fully vested and exercisable for its executive employeesa period of 90 days following the termination date. Notwithstanding any other provision of this Agreement to the contrary, (A) until Company’s obligations under this Section 8(a) shall be contingent on Executive executing and delivering to Company a general release of claims, substantially in the earlier form attached hereto as Exhibit A. Notwithstanding any other provision of (1) this Agreement to the contrary, if clause (A)(ithe Executive has been designated as a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of this proviso appliesthe Internal Revenue Code of 1986, as amended (the second “Code”), 50% of the Severance Payment shall be paid to Executive on the six month anniversary of the effective date of the termination of employment and the remainder of the Severance Payment shall be paid in equal installments over the six-month period immediately following such Executive's terminationsix month anniversary, or if clause (A)(ii) in accordance with the Company’s ordinary payroll practices. For purposes of this proviso appliesAgreement, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date.“

Compensation Upon Termination. (a) (i) If In the event Executive's employment hereunder is terminated by the Company pursuant to subsection 5(fother than for cause (as defined in Section 10), disability (as defined in Section 10) or if death, or Executive shall terminate terminates his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive Good Reason," he shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) following severance benefits: (i) the period from the date of Executive's his base salary for six (6) months immediately following such termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years (plus, the bonus provided for in Section 5(b) attributable to the year in which termination of employment occurs, provided that such bonus payment shall be pro- rated based on the proportion of the objectives achieved during the portion of the bonus year worked by the Executive) to be paid according to the Company's regular payroll practices, and base salary for an additional six (6) month period commencing six (6) months following such termination (the "Additional Severance Period"), paid according to the Company's regular payroll practices, provided that such additional severance pay shall be reduced by the gross amount of any earnings from employment or consulting received by Executive and during the Additional Severance Period (Executive agrees to provide the Company with an accurate account of such earnings received before the issuance of each monthly check during the Additional Severance Period); (ii) continuation medical coverage pursuant to COBRA, at the Company gives notice under Section 2 that Company's expense, until the term will not be beyond the last year expiration of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Additional Severance Period or at until Executive obtains alternative coverage from another source, whichever occurs first (the Nonrenewal Date, then at "Benefits Period"); (iii) during the end of the Severance Benefits Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional a monthly severance payments ("Supplemental Severance Payments") cash payment equal to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices cost of providing an individual policy term life insurance and group disability coverage for its executive employees) until Executive on the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if terms existing at the time of such electiontermination, Xxxxxxx Xxxxxx is plus, during the Chief Executive Officer Severance Period only, a "gross up" payment in the amount necessary to make the receipt of such cash payment tax-neutral to the Executive; (iv) any stock options granted by the Company to the Executive, under this Agreement or otherwise, that are unvested at the time of such termination, at the discretion of the Company. If Xxxxxxx Xxxxxx is not then Chief Board Of Directors, shall vest and become exercisable; and (v) Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power up to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause one (A)(ii1) of the foregoing proviso relating to continuing payments year after the Nonrenewal Date on account effective date of the Company's failure such termination to extend the Term shall exercise his stock options (granted under this Agreement or otherwise) (Executive acknowledges that any stock options not be applicable if Executive's employment is terminated prior exercised within ninety (90) days after such effective date will have been converted to the Nonrenewal Datenon- qualified options.)

Compensation Upon Termination. (a) (i) If ExecutiveIn the event that Employee's employment hereunder is terminated by the Company pursuant to subsection 5(f)Section 7(c) above, or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then the Company shall continue to pay to ExecutiveEmployee or Employee's legal representative, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Employee's Base Salary in effect on the date of termination datefor a period of 12 months following Employee's date of termination. In the event Employee's employment hereunder is terminated by the Company pursuant to Section 7(e) above, the Company shall continue to pay to Employee or Employee's legal representative, the Employee's Base Salary (including annual increases and Bonus) each at a rate that would have been paid is two times the amount set forth in Sections 3(a) and (b) for a period equal to Executive from the longer of the unexpired duration of the Term or two years. In the event Employee terminates his employment pursuant to Section 7(e) above, the Company shall pay to Employee or Employee's legal representative, Employee's Base Salary and Bonus which has accrued through the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive termination. All payments hereunder shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's customary payroll practices for its executive employeesless federal and state income tax withholding, other deductions required by law and other customary employee deductions. In the event Employee's employment hereunder is terminated by the Company pursuant to Section 7(e) until above, Employee shall have the earlier of (1) if clause (A)(i) of this proviso appliesoption, upon written notice to the second anniversary Company within 90 days of the date of such ExecutiveEmployee's termination, or if clause (A)(ii) of this proviso appliesto sell all, the first anniversary and not less than all, of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital common stock of the Company sufficient owned by the Employee (the "Stock") to elect a majority the Company and the Company shall have the obligation, if so requested by the Employee, to purchase all, and not less than all, of the CompanyStock owned by the Employee (the "Put Right"). Any exercise of the Put Right must be by written notice by the Employee to the Company within 90 days of the Employee's Board date of Directorstermination. The provision in clause (A)(ii) price of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account Stock sold under this Section 8 shall equal 90% of the Company's failure to extend average closing price of the Term shall not be applicable if Executive's employment is terminated Stock for the 30 day period prior to the Nonrenewal Datedate of Employee's termination. The entire purchase price for the Stock purchased under this Section 8 shall be paid, at the Employee's option, by certified or cashier's check, by wire transfer, or by a combination thereof.

Compensation Upon Termination. In the event Executive’s employment is terminated other than due to the Executive’s death, the Company shall provide Executive with the payments set forth below and shall not be required to provide any other payments or benefits to Executive upon such termination. Executive acknowledges and agrees that the payments set forth in this Section 8 constitute liquidated damages for termination of his employment and that prior to receiving any such payments under this Section 8, other than the Accrued Obligations (aas defined below) and reimbursement of reasonable expenses pursuant to Section 5(e), 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 all matters of any kind or nature between the parties including, but not limited to, Executive’s employment (and termination of employment) with the Employer in such form as the Board reasonably determines; provided, that, if Executive should fail to execute such Release within 45 days following the later of (i) If Executive's employment is terminated by the Company pursuant to subsection 5(f), or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then the Company shall pay to Executive, within 30 days ’s Date of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years Termination or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day date Executive actually receives an execution copy of such term is referred Release (which shall be delivered to as Executive within ten (10) business days following his Date of Termination and if not timely delivered, this release condition will be deemed waived by the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal DateCompany with respect to payments under this Section 8), then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making not have any obligations to provide the payments contemplated under this Section 8; provided further, that such release shall not limit, release or waive Executive’s right to indemnification as provided for under Section 11 of this Agreement or otherwise by law or contract and, unless mutually agreed to by the parties, shall not impose additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on restrictive covenants of the type provided for under Section 9 of this Agreement. Upon Executive's Base Salary at ’s termination of employment for any reason, upon the time request of terminationthe Board, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance he shall resign any membership or positions that he then holds with the Company's payroll practices for Employer or any of its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date.

Compensation Upon Termination. (a) (i) If Executive's employment is terminated by the Company terminates this Agreement without Cause pursuant to subsection 5(f)Section 8(a)(i) hereof, if Company terminates this Agreement pursuant to Section 8(a)(iii) hereof, or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(iivoluntarily terminates this Agreement for Good Reason (as defined below) or 5(d)(iii), then the then: (i) Company shall pay to Executive, within 30 days of such termination (orExecutive or his estate, if there is a dispute regarding such terminationapplicable, within 30 days of the date such dispute is resolvedunpaid amounts required by Sections 1(b) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment"through 1(d) equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted deemed payments on termination of employment under this Section 9), (ii) Company shall pay to take into account present valueExecutive or his estate, if applicable, the unpaid Base Salary in the manner and at the times specified in Section 5(b), through and including the Expiration Date; (iii) Company shall pay to Executive or his estate, if applicable, the unpaid Annual Bonus in the manner and at the times specified in Section 5(c), through and including the Expiration Date, (iv) Company shall pay to Executive or his estate, if applicable, the Stay Bonus in the manner and at the times specified in Section 5(c), and (v) if applicable, through and including the Executive Expiration Date, Company shall be entitled to pay Executive’s COBRA premiums for medical insurance benefits in effect on the date of termination (provided that such payments will not exceed the 18-month statutory COBRA continuation period), and continue to participate in all Company Benefit Plans on provide Executive with such other employee benefits for which Executive continues to qualify during the same basis as Term, but only if Executive fully complies with Section 10 of this Agreement. Notwithstanding any other provision of this Agreement to the Company's executive employees through the end of the fiscal year in which such termination occurs; providedcontrary, that if (A) (i) the period from the date of Executive's termination for reasons described in Company’s obligations under this Section 6(a)(i9(a) shall be contingent on Executive executing and delivering to Company a general release of claims, substantially in the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to form attached hereto as the "Nonrenewal Date") Exhibit A, and (B) if Executive is not engaged engages in regular full-time employment after the termination of this Agreement (whether as an employee 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 Section 6(b) at to provide comparable benefits to the end extent of the Severance Period or at benefits so provided. For purposes of Section 8 and this Section 9 only, “Good Reason” means the Nonrenewal Date, then at the end occurrence of any of the Severance Periodfollowing 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 on (c) the Nonrenewal Date 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 the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Datehereof.

Compensation Upon Termination. In the event Executive’s employment is terminated other than due to the Executive’s death, the Company shall provide Executive with the payments set forth below and shall not be required to provide any other payments or benefits to Executive upon such termination. Executive acknowledges and agrees that the payments set forth in this Section 8 constitute liquidated damages for termination of her employment and that prior to receiving any such payments under this Section 8, other than the Accrued Obligations (aas defined below) and reimbursement of reasonable expenses pursuant to Section 5(e), 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 all matters of any kind or nature between the parties including, but not limited to, Executive’s employment (and termination of employment) with the Employer in such form as the Board reasonably determines; provided, that, if Executive should fail to execute such Release within 45 days following the later of (i) If Executive's employment is terminated by the Company pursuant to subsection 5(f), or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then the Company shall pay to Executive, within 30 days ’s Date of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years Termination or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day date Executive actually receives an execution copy of such term is referred Release (which shall be delivered to as Executive within ten (10) business days following her Date of Termination and if not timely delivered, this release condition will be deemed waived by the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal DateCompany with respect to payments under this Section 8), then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making not have any obligations to provide the payments contemplated under this Section 8; provided further, that such release shall not limit, release or waive Executive’s right to indemnification as provided for under Section 11 of this Agreement or otherwise by law or contract and, unless mutually agreed to by the parties, shall not impose additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on restrictive covenants of the type provided for under Section 9 of this Agreement. Upon Executive's Base Salary at ’s termination of employment for any reason, upon the time request of terminationthe Board, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance she shall resign any membership or positions that she then holds with the Company's payroll practices for Employer or any of its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date.

Compensation Upon Termination. (a) (i) If the Executive's ’s employment is terminated by the Company pursuant to subsection 5(f)for Cause or by reason of the Executive’s death or Disability, or if the Executive shall terminate provides a Notice of Non-Renewal or gives a written notice of resignation without Good Reason, the Company’s sole obligations hereunder will be to (A) pay the Executive or his employment estate the following amounts that the Executive earned pursuant to subsection 5(d)(i)the provisions of this Amended and Restated Agreement but that were not paid as of the Termination Date: (i) Base Salary, 5(d)(ii(ii) reimbursement for any and all monies advanced or 5(d)(iii)expenses incurred pursuant to Section 6(a) through the Termination Date, then provided the Company shall pay Executive has submitted appropriate documentation for such expenses, and (iii) the amount of the Executive’s accrued but unpaid vacation time (these amounts will collectively be referred to Executiveas the “Accrued Cash Obligations”) and (B) in the event of a written resignation without Good Reason that meets the requirements of Section 4(j) and Section 8(d) of this Amended and Restated Agreement, within 30 days provide the service-vesting credit under Section 4(j) with respect to any components of his Multi-Year Equity Award that are not otherwise fully vested on the effective date of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent resignation. In addition to the date Accrued Cash Obligations, in the event the Executive’s employment terminates by reason of terminationhis death or Disability, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall or his estate will be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end paid his Target Bonus, pro-rated for his actual period of service during the fiscal year in which such termination of employment occurs; provided, that if (A) (i) . Such pro-rated Target Bonus shall be paid to the period from Executive or his estate by the fifteenth day of the third calendar month following the date of the Executive's ’s termination for reasons described in this Section 6(a)(i) of employment, subject to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice any required holdback under Section 2 that 13(b). Furthermore, if the term will not Executive’s employment terminates as a result of death or Disability, then any unvested portion of his Multi-Year Award, Stub-Period Award and/or Special Retention Equity Award shall be beyond governed by the last year provisions of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date"Sections 4(f), 4(g), 4(h) and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may 4(i). The Executive’s entitlement to any other benefits will be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid determined in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an ’s employee or as a self-employed person, provided that the Company may at any time, benefit plans then in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Dateeffect.